LIMITED LIABILITY COMPANY AGREEMENT OF RSB BONDCO LLC
Exhibit
3.4
OF
This
Limited Liability Company Agreement (together with the schedules attached
hereto, this “Agreement”) of RSB BONDCO LLC, a Delaware limited liability
company (the “Company”), dated as of May 2, 2007, is entered into by Baltimore
Gas and Electric Company, a Maryland corporation, as the sole member (the
“Member”). Capitalized terms used herein and not otherwise defined have the
meanings set forth on Schedule
A
hereto.
The
Member, by execution of this Agreement, (i) hereby forms the Company as a
limited liability company pursuant to and in accordance with the Delaware
Limited Liability Company Act (6 Del. C. §18-10l, et seq.), as amended from time
to time (the “Act”), and (ii) hereby agrees as follows:
1. Name.
The
name
of the limited liability company formed hereby is RSB BondCo LLC.
2. Principal
Business Office.
The
principal business office of the Company shall be located at such location
as
may hereafter be determined by the Member.
3. Registered
Office.
The
address of the registered office of the Company in the State of Delaware is
c/o
The
Corporation Trust Company, Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
4. Registered
Agent.
The
name
and address of the registered agent of the Company for service of process on
the
Company in the State of Delaware is The Corporation Trust Company, Corporation
Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
5. Member.
The
name
and the mailing address of the Member are set forth on Schedule
B
attached
hereto.
6. Certificates.
On
March
8, 2007, the Certificate of Formation of the Company was filed with the
Secretary of State of the State of Delaware, as amended and restated by the
Amended and Restated Certificate of Formation of the Company filed with the
Secretary of State of the State of Delaware on April 10, 2007, which filings
were executed, delivered and filed by ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇,
as an “authorized person” within the meaning
of the Act, are hereby ratified and approved. Upon filing of the Amended and
Restated Certificate of Formation with the Secretary of State of the State
of
Delaware, his power as an “authorized Person” ceased, and the Member and each
Manager thereupon became a designated “authorized person” and shall continue as
a designated “authorized person” within the meaning of the Act. The Member or
any Manager or any Officer shall execute, deliver and file any other
certificates (and any amendments and/or restatements thereof) necessary for
the
Company to qualify to do business in Maryland and in any other jurisdiction
in
which the Company may wish to conduct business.
7. Purposes.
The
Company is formed for the object and purpose of, and the nature of the business
to be conducted and promoted by the Company is, engaging in any lawful act
or
activity for which limited liability companies may be formed under the
Act.
8. Duration.
The
existence of the Company as a separate legal entity shall continue until
cancellation of the Certificate of Formation of the Company as provided in
the
Act.
9. Powers.
In
furtherance of its purposes, but subject to all of the provisions of this
Agreement, the Company, and the Member or any Manager or any Officer, on behalf
of the Company, acting individually or collectively, shall have the power and
is
hereby authorized:
a. to
prepare and file with the Securities and Exchange Commission (the “Commission”)
and to execute, in the case of the 1933 Act Registration Statement and 1934
Act
Registration Statement (as herein defined), on behalf of the Company, (i) a
Registration Statement (the “1933 Act Registration Statement”), including all
pre-effective and post-effective amendments thereto, relating to the
registration under the Securities Act of 1933, as amended (the “1933 Act”), of
the rate stabilization bonds of the Company, (ii) any prospectus or prospectus
supplement thereto relating to the rate stabilization bonds of the Company
required to be filed pursuant to the 1933 Act, and (iii) a Registration
Statement on an appropriate form (the “1934 Act Registration Statement”),
including all pre-effective and post-effective amendments thereto, relating
to
the registration of the rate stabilization bonds of the Company under the
Securities Exchange Act of 1934, as amended;
b. to
file
and execute on behalf of the Company, such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents that shall be necessary or desirable to register the rate
stabilization bonds of the Company under the securities or “blue sky” laws of
such jurisdictions as the Managers, on behalf of the Company, may deem necessary
or desirable;
c. to
execute and deliver letters or documents to, or instruments for filing with,
a
depository relating to the rate stabilization bonds of the Company;
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d. to
execute, deliver and perform on behalf of the Company an underwriting or
purchase agreement with one or more underwriters or purchasers relating to
the
offering of the rate stabilization bonds of the Company;
e. to
enter
into, perform and carry out contracts of any kind, including, without
limitation, contracts with any Person affiliated with the Member necessary
to,
in connection with, convenient to, or incidental to the accomplishment of the
purposes of the Company;
f. to
employ
or otherwise engage employees, managers, contractors, advisors, attorneys and
consultants and pay reasonable compensation for such services;
g. to
open
and maintain one or more bank accounts; rent safety deposit boxes or vaults;
sign checks, written directions or other instruments to withdraw all or part
of
funds belonging to the Company and on deposit in any savings account or checking
account; negotiate and purchase certificates of deposit; obtain access to the
Company safety deposit box or boxes, and generally sign such forms on behalf
of
the Company as may be required to conduct the banking activities of the company;
h. to
file
financing statements on Form UCC-1 and other forms, as necessary under Delaware,
Maryland and other applicable law; and
i. to
do
such other things and engage in such other activities related to the foregoing
as may be necessary, convenient or incidental to the conduct of the business
of
the Company, and have and exercise all of the powers and rights conferred upon
limited liability companies formed pursuant to the Act.
The
Company, and any Member, Manager or Officer of the Company, acting alone, on
behalf of the Company, may enter into and perform any documents contemplated
in
subsections a. through h. of this Section 9 and any other documents contemplated
thereby or related thereto and any amendments thereto without any further act,
vote or approval of any Person, including any Member, Manager or Officer,
notwithstanding any other provision of this Agreement. Each Member, Manager
and
Officer of the Company is hereby authorized to enter into the documents
described in the preceding sentence on behalf of the Company, but such
authorization shall not be deemed a restriction on the power of such Member,
Manager or Officer of the Company to enter into other documents on behalf of
the
Company.
10. Management.
a. Board
of Managers.
The business and affairs of the Company shall be managed by or under the
direction of a Board comprised of one or more Managers to be elected, designated
or appointed by the Member. The Member may determine at any time in its sole
and
absolute discretion the number of managers to constitute the Board. The
authorized number of Managers may be increased or decreased by the Member at
any
time in its sole and absolute discretion. The initial number of Managers shall
be one. The name and mailing address of the person designated by the Member
as
initial Manager is set forth in Schedule
C
attached
hereto. Each Manager elected, designated or appointed by the Member shall hold
office until his or her successor is elected and qualified or until such
Manager’s earlier death, resignation or removal.
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▇. ▇▇▇▇▇▇.
The Board shall have the power to do any and all acts necessary,
convenient or incidental to or for the furtherance of the purposes described
herein, including all powers, statutory or otherwise. Subject to Section 7,
the
Board has the authority to bind the Company.
c. Meeting
of the Board of Managers.
The Board of Managers of the Company may hold meetings, both regular and
special, within or outside the State of Delaware. Regular meetings of the Board
may be held without notice at such time and at such place as shall from time
to
time be determined by the Board. Special meetings of the Board may be called
by
the President on not less than 24 hours’ notice to each Manager by telephone,
facsimile, mail, telegram or any other means of communication, and special
meetings shall be called by the President or Secretary in like manner and with
like notice upon the written request of any one or more of the
Managers.
d. Quorum;
Acts of the Board.
At all meetings of the Board, a majority of the Managers shall constitute a
quorum for the transaction of business and, except as otherwise provided in
any
other provision of this Agreement, the act of a majority of the Managers present
at any meeting at which there is a quorum shall be the act of the Board. If
a
quorum shall not be present at any meeting of the Board, the Managers present
at
such meeting may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present. Any action
required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if all members of the Board
or
committee, as the case may be, consent thereto in writing, and the writing
or
writings are filed with the minutes of proceedings of the Board or committee,
as
the case may be.
e. Electronic
Communications.
Members of the Board, or any committee designated by the Board, may participate
in meetings of the Board, or any committee, by means of telephone conference
or
similar communications equipment that allows all persons participating in the
meeting to hear each other, and such participation in a meeting shall constitute
presence in person at the meeting. If all the participants are participating
by
telephone conference or similar communications equipment, the meeting shall
be
deemed to be held at the principal place of business of the
Company.
f. Committees
of Managers.
(i) The
Board
may designate one or more committees, each committee to consist of one or more
of the Managers of the Company. The Board may designate one or more Managers
as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.
(ii) In
the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or
not
such members constitute a quorum, may unanimously appoint another member of
the
Board to act at the meeting in the place of any such absent or disqualified
member.
(iii) Any
such
committee, to the extent provided in the resolutions of the Board, shall have
and may exercise all the powers and authority of the Board in the
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management
of the business and affairs of the Company. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the Board. Each committee shall keep regular minutes of its meetings
and report the same to the Board when required.
g. Compensation
of Managers; Expenses.
The Managers shall not be compensated for their services hereunder. No Manager
is precluded from serving the Company in any other capacity and receiving
compensation therefor.
h. Removal
of Managers.
Unless otherwise restricted by law, any Manager or the entire Board of Managers
may be removed, with or without cause, by the Member, and, any vacancy caused
by
any such removal may be filled by action of the Member.
i. Managers
as Agents.
To the extent of their powers set forth in this Agreement, the Managers are
agents of the Company for the purpose of the Company’s business, and the actions
of the Managers taken in accordance with such powers set forth in this Agreement
shall bind the Company. However, except as provided in this Agreement or
authorized by the Board, no Manager shall have the authority to bind the Company
in his or her individual capacity. Any and all actions of the Board must be
taken at a duly authorized meeting of the Board or upon unanimous written
consent of the Board.
11. Duties
of Managers.
Except
as
provided in this Agreement, in exercising their rights and performing their
duties under this Agreement, the Managers shall have a fiduciary duty of loyalty
and care similar to that of directors of a business corporation organized under
the General Corporation Law of the State of Delaware.
12. Officers.
a. Officers.
The initial Officers of the Company shall be designated by the Member. The
initial Officers of the Company designated by the Member are listed on
Schedule
D
attached
hereto. Except for the initial Officers, the Officers of the Company shall
be
chosen by the Board and shall consist of at least a President, a Secretary
and a
Treasurer. The Board of Managers may also choose one or more Vice Presidents,
one or more Assistant Secretaries and one or more Assistant Treasurers. Any
number of offices may be held by the same person. Each Officer shall hold office
until his or her successor is elected and qualified or until such officer’s
earlier death, resignation or removal. Any Officer may resign at any time upon
written notice to the Company. In addition, the Board may appoint such other
Officers and agents as it shall deem necessary or advisable who shall hold
their
offices for such terms and shall exercise such powers and perform such duties
as
shall be determined from time to time by the Board. The salaries of all Officers
and agents of the Company shall be fixed by or in the manner prescribed by
the
Board. Any initial Officer or any Officer elected or appointed by the Board
may
be removed at any time, with or without cause, by the affirmative vote of a
majority of the Board. Any vacancy occurring in any office of the Company shall
be filled by the Board.
b. President.
The President shall be the chief executive officer of the Company, shall
preside at all meetings of the Board, shall be responsible for the general
and
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active
management of the business of the Company and shall see that all orders and
resolutions of the Board are carried into effect. The President or any other
officer authorized by the President or the Board shall execute all bonds,
mortgages and other contracts, except: (i) where required or permitted by law
or
this Agreement to be otherwise signed and executed, including Section 9;
(ii) where signing and execution thereof shall be expressly delegated by the
Board to some other Officer or agent of the Company; and (iii) as otherwise
permitted in Section 12c.
c. Vice
President.
In the absence of the President or in the event of the President’s
inability to act, the Vice President, if any (or in the event there be more
than
one Vice President, the Vice Presidents in the order determined by the Board,
or
if there be no such determination, then in the order of their election), shall
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
President, if any, shall perform such other duties and have such other powers
as
the Board may from time to time prescribe.
d. Secretary
and Assistant Secretary.
The Secretary shall be responsible for filing legal documents and maintaining
records for the Company. The Secretary shall attend all meetings of the Board
and record all the proceedings of the meetings of the Company and of the Board
in a book to be kept for that purpose and shall perform like duties for special
and standing committees when required. The Secretary shall give, or cause to
be
given, notice of all special meetings of the Board, and shall perform such
other
duties as may be prescribed by the Board or the President, under whose
supervision the Secretary shall serve. The Assistant Secretary, or if there
be
more than one, the Assistant Secretaries in the order determined by the Board
(or if there be no such determination, then in order of their election), shall,
in the absence of the Secretary or in the event of the Secretary’s inability to
act, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board may from
time
to time prescribe.
e. Treasurer
and Assistant Treasurer.
The Treasurer shall have the custody of the Company funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Company and shall deposit all moneys and other valuable effects
in the name and to the credit of the Company in such depositories as may be
designated by the Board. The Treasurer shall disburse the funds of the Company
as may be ordered by the Board, taking proper vouchers for such disbursements,
and shall render to the President and to the Board, at its regular meetings
or
when the Board so requires, an account of all of the Treasurer’s transactions
and of the financial condition of the Company. The Assistant Treasurer, or
if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board (or if there be no such determination, then in the order of their
election), shall, in the absence of the Treasurer or in the event of the
Treasurer’s inability to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as
the
Board may from time to time prescribe.
f. Controller
and Assistant Controller.
The Controller shall be the chief accounting officer of the Company. The
Controller shall keep full and accurate accounts of the assets, liabilities,
commitments, receipts, disbursements and other financial transactions of the
Company; shall cause regular audits of the books and records of account of
the
Company and supervise the preparation of the Company’s financial statements;
and, in general, shall discharge
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such
other duties as may from time to time be assigned by the Board or the President.
The Assistant Controller, or if there shall be more than one, the Assistant
Controllers in the order determined by the Board (or if there be no such
determination, then in the order of their election), shall, in the absence
of
the Controller or in the event of the Controller’s inability to act, perform the
duties and exercise the powers of the Controller and shall perform such other
duties and have such other powers as the Board may from time to time
prescribe.
g. Officers
as Agents.
The Officers, to the extent of their powers set forth in this Agreement or
otherwise vested in them by action of the Board not inconsistent with this
Agreement, are agents of the Company for the purpose of the Company’s business,
and, the actions of the Officers taken in accordance with such powers shall
bind
the Company.
h. Duties
of Officers.
Except as provided in this Agreement, in exercising their rights and performing
their duties under this Agreement, the Officers shall have a fiduciary duty
of
loyalty and care similar to that of officers of a business corporation organized
under the General Corporation Law of the State of Delaware.
13. Limited
Liability.
Except
as
otherwise expressly provided by the Act, the debts, obligations and liabilities
of the Company, whether arising in contract, tort or otherwise, shall be the
debts, obligations and liabilities solely of the Company, and neither the Member
nor any Manager shall be obligated personally for any such debt, obligation
or
liability of the Company solely by reason of being the Member or Manager of
the
Company.
14. Capital
Contributions.
The
Member shall be deemed admitted as the Member of the Company effective as of
the
date of this Agreement upon its execution of a counterparty hereof. The Member
shall contribute the amount of cash to the Company listed on Schedule
B
attached
hereto.
15. Additional
Contributions.
The
Member is not required to make any additional capital contribution to the
Company. To the extent that the Member makes an additional capital contribution
to the Company, the Member shall revise Schedule
B
of this
Agreement. The provisions of this Agreement, including this Section 15, are
intended solely to benefit the Member and, to the fullest extent permitted
by
law, shall not be construed as conferring any benefit upon any creditor of
the
Company (and no such creditor of the Company shall be a third-party beneficiary
of this Agreement) and the Member shall have no duty or obligation to any
creditor of the Company to make any contribution to the Company or to issue
any
call for capital pursuant to this Agreement.
16. Allocation
of Profits and Losses.
The
Company’s profits and losses shall be allocated to the Member.
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17. Distributions.
Distributions
shall be made to the Member at the times and in the aggregate amounts determined
by the Board. Notwithstanding any provision to the contrary contained in this
Agreement, the Company shall not be required to make a distribution to the
Member on account of its interest in the Company if such distribution would
violate the Act or any other applicable law.
18. Books
and Records.
The
Board
shall keep or cause to be kept complete and accurate books of account and
records with respect to the Company’s business. The books of the Company shall
at all times be maintained by the Board. The Member and its duly authorized
representatives shall have the right to examine the Company books, records
and
documents during normal business hours. The Company’s books of account shall be
kept using the method of accounting determined by the Member. The Company’s
independent auditor shall be an independent public accounting firm selected
by
the Member.
19. Exculpation
and Indemnification.
a. No
Member, Officer, Manager, employee or agent of the Company and no employee,
representative, agent or Affiliate of the Member (collectively, the “Covered
Persons”) shall be liable to the Company or any other Person who is bound by
this Agreement for any loss, damage or claim incurred by reason of any act
or
omission performed or omitted by such Covered Person in good faith on behalf
of
the Company and in a manner reasonably believed to be within the scope of the
authority conferred on such Covered Person by this Agreement, except that a
Covered Person shall be liable for any such loss, damage or claim incurred
by
reason of such Covered Person’s willful misconduct.
b. To
the
fullest extent permitted by applicable law, a Covered Person shall be entitled
to indemnification from the Company for any loss, damage or claim incurred
by
such Covered Person by reason of any act or omission performed or omitted by
such Covered Person in good faith on behalf of the Company and in a manner
reasonably believed to be within the scope of the authority conferred on such
Covered Person by this Agreement, except that no Covered Person shall be
entitled to be indemnified in respect of any loss, damage or claim incurred
by
such Covered Person by reason of such Covered Person’s willful misconduct with
respect to such acts or omissions; provided,
however,
that
any indemnity under this Section 19 shall be provided out of and to the extent
of Company assets only, and no Member shall have personal liability on account
thereof.
c. To
the
fullest extent permitted by applicable law, expenses (including legal fees)
incurred by a Covered Person defending any claim, demand, action, suit or
proceeding shall, from time to time, be advanced by the Company prior to the
final disposition of such claim, demand, action, suit or proceeding upon receipt
by the Company of an undertaking by or on behalf of the Covered Person to repay
such amount if it shall be determined that the Covered Person is not entitled
to
be indemnified as authorized in this Section 19.
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d. A
Covered
Person shall be fully protected in relying in good faith upon the records of
the
Company and upon such information, opinions, reports or statements presented
to
the Company by any Person as to matters the Covered Person reasonably believes
are within such other Person’s professional or expert competence and who has
been selected with reasonable care by or on behalf of the Company, including
information, opinions, reports or statements as to the value and amount of
the
assets, liabilities, or any other facts pertinent to the existence and amount
of
assets from which distributions to the Member might properly be
paid.
e. To
the
extent that, at law or in equity, a Covered Person has duties (including
fiduciary duties) and liabilities relating thereto to the Company or to any
other Covered Person, a Covered Person who is bound by this Agreement acting
under this Agreement shall not be liable to the Company or to any other Covered
Person for its good faith reliance on the provisions of this Agreement or any
approval or authorization granted by the Company or any other Covered Person.
The provisions of this Agreement, to the extent that they restrict or eliminate
the duties and liabilities of a Covered Person otherwise existing at law or
in
equity, are agreed by the Member to replace such other duties and liabilities
of
such Covered Person.
f. The
foregoing provisions of this Section 19 shall survive any termination of this
Agreement.
20. Assignments.
The
Member may assign in whole or in part its limited liability company interest
in
the Company. Subject to Section 21, if the Member transfers any or all of its
limited liability company interest in the Company pursuant to this Section
20,
the transferee shall be admitted to the Company as a member of the Company
upon
its execution of an instrument signifying its agreement to be bound by the
terms
and conditions of this Agreement, which instrument may be a counterpart
signature page to this Agreement. If the Member transfers all of its limited
liability company interest in the Company, such admission shall be deemed
effective immediately prior to the transfer, and, immediately following such
admission, the transferor Member shall cease to be a member of the
Company.
21. Admission
of New Members.
No
new
Member shall be admitted, either by a transfer of a portion of the Member’s
interest, or in any other manner, which causes the Company to have two or more
Members, until this Agreement has been amended to provide for such admission,
including amendments relating to the governance of the Company, and such
amendment has been accepted by the existing Member and the new
Member.
22. Tax
Characterization.
The
Member acknowledges that at all times that two or more persons or entities
hold
equity interests in the Company for federal income tax purposes (i) it is the
intention of the Company to be treated as a “partnership” for federal and all
relevant state tax purposes, and (ii) the Company will be treated as a
“partnership” for federal and all relevant state tax purposes and shall make all
available elections to be so treated. Until such time, however, it is the
intention of the Member that the Company be disregarded for federal and all
relevant state tax purposes and
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that
the
activities of the Company be deemed to be activities of the Member for such
purposes. All provisions of the Company’s certificate of formation and this
Agreement are to be construed so as to preserve that tax status under those
circumstances.
23. Tax
Elections.
In
accordance with the provisions of Treasury Regulations section 301.7701-3,
the
Company will not elect to be treated as a corporation for Federal income tax
purposes, and therefore will be treated as either a disregarded entity or a
division of the Member. Any other election under any provision of any tax law
shall be made only by the Board or by a person authorized to do so by the
Board.
24. Dissolution.
a. The
Company shall be dissolved, and its affairs shall be wound up, upon the first
to
occur of the following: (i) the retirement, resignation or dissolution of the
Member or the occurrence of any other event which terminates the continued
membership of the Member unless the business of the Company is continued in
a
manner permitted by the Act or (ii) the entry of a decree of judicial
dissolution under Section 18-802 of the Act.
b. The
bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the
Member shall not cause the Member to cease to be a member of the Company and
upon the occurrence of such an event, the Company shall continue without
dissolution.
c. In
the
event of dissolution, the Company shall conduct only such activities as are
necessary to wind up its affairs (including the sale of the assets of the
Company in an orderly manner), and the assets of the Company shall be applied
in
the manner, and in the order of priority, set forth in Section 18-804 of the
Act.
25. Waiver
of Partition; Nature of Interest.
Except
as
otherwise expressly provided in this Agreement, to the fullest extent permitted
by law, the Member hereby irrevocably waives any right or power that it might
have to cause the Company or any of its assets to be partitioned, to cause
the
appointment of a receiver for all or any portion of the assets of the Company,
to compel any sale of all or any portion of the assets of the Company pursuant
to any applicable law or to file a complaint or to institute any proceeding
at
law or in equity to cause the dissolution, liquidation, winding up or
termination of the Company. The Member shall not have any interest in any
specific assets of the Company, and the Member shall not have the status of
a
creditor with respect to any distribution pursuant to Section 17 hereof. The
interest of the Member in the Company is personal property.
26. Benefits
of Agreement; No Third-Party Rights.
None
of
the provisions of this Agreement shall be for the benefit of or enforceable
by
any creditor of the Company or by any creditor of the Member. Nothing in this
Agreement shall be deemed to create any right in any Person (other than Covered
Persons) not a party hereto, and this Agreement shall not be construed in any
respect to be a contract in whole or in part for the benefit of any third
Person.
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27. Other
Business.
The
Member may engage in or possess an interest in other business ventures
(unconnected with the Company) of every kind and description, independently
or
with others. The Company shall not have any rights in or to such independent
ventures or the income or profits therefrom by virtue of this
Agreement.
28. Severability
of Provisions.
Each
provision of this Agreement shall be considered severable and if for any reason
any provision or provisions herein are determined to be invalid, unenforceable
or illegal under any existing or future law, such invalidity, unenforceability
or illegality shall not impair the operation of or affect those portions of
this
Agreement which are valid, enforceable and legal.
29. Entire
Agreement.
This
Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof.
30. Governing
Law.
This
Agreement shall be governed by and construed under the laws of the State of
Delaware (without regard to conflicts of law principles), all rights and
remedies being governed by said laws.
31. Amendments.
This
Agreement may not be modified, altered, supplemented or amended except pursuant
to a written agreement executed and delivered by the Member.
32. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original of this Agreement and all of which together shall constitute
one and the same instrument.
33. Notices.
Any
notices required to be delivered hereunder shall be in writing and personally
delivered, mailed or sent by telecopy, electronic mail, or other similar form
of
rapid transmission, and shall be deemed to have been duly given upon receipt
(a)
in the case of the Company, by the Company at its address determined by the
Member pursuant to Section 2, (b) in the case of the Member, by the Member
at
its address as listed on Schedule
B
attached
hereto and (c) in the case of either party, by such party at such other address
as may be designated by written notice to the other party.
[SIGNATURE
PAGE FOLLOWS]
11
IN
WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has
duly
executed this Agreement as of the date first written above.
BALTIMORE
GAS AND ELECTRIC COMPANY,
as
sole
member
By:
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title:
Secretary
12
SCHEDULE
A
Definitions
A. Definitions
When
used
in this Agreement, the following terms not otherwise defined herein have the
following meanings:
“Act”
has
the
meaning set forth in the preamble to this Agreement.
“Affiliate”
means,
with respect to any Person, any other Person directly or indirectly Controlling
or Controlled by or under direct or indirect common Control with such
Person.
“Agreement”
means
this Limited Liability Company Agreement of the Company, together with the
schedules attached hereto, as amended, restated or supplemented from time to
time.
“Board”
or
“Board
of Managers”
means
the Board of Managers of the Company.
“Certificate
of Formation”
means
the Certificate of Formation of the Company filed with the Secretary of State
of
the State of Delaware on March 8, 2007, as amended and restated by the Amended
and Restated Certificate of Formation of the Company filed with the Secretary
of
State of the State of Delaware on April 10, 2007, as further amended or amended
and restated from time to time.
“Control”
means
the possession, directly or indirectly, or the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities or general partnership or managing member
interests, by contract or otherwise. “Controlling” and “Controlled” shall have
correlative meanings. Without limiting the generality of the foregoing, a Person
shall be deemed to Control any other Person in which it owns, directly or
indirectly, a majority of the ownership interests.
“Company”
means
RSB BONDCO LLC, a Delaware limited liability company.
“Managers”
means
the Managers elected to the Board of Managers from time to time by the Member.
A
Manager is hereby designated as a “manager” of the Company within the meaning of
Section 18-101(10) of the Act.
“Member”
means
Baltimore Gas and Electric Company and includes any Person admitted as an
additional member of the Company or a substitute member of the Company pursuant
to the provisions of this Agreement, each in its capacity as a member of the
Company.
“Officer”
means
an officer of the Company described in Section 12.
“Person”
means
any individual, corporation, partnership, joint venture, limited liability
company, limited liability partnership, association, joint-stock company, trust,
A-1
unincorporated
organization, or other organization, whether or not a legal entity, and any
governmental authority.
B. Rules
of Construction
Definitions
in this Agreement apply equally to both the singular and plural forms of the
defined terms. The words “include” and “including” shall be deemed to be
followed by the phrase “without limitation.” The terms “herein,” “hereof’ and
“hereunder” and other words of similar import refer to this Agreement as a whole
and not to any particular Section, paragraph or subdivision. The Section titles
appear as a matter of convenience only and shall not affect the interpretation
of this Agreement. All Section, paragraph, clause, Exhibit or Schedule
references not attributed to a particular document shall be references to such
parts of this Agreement.
A-2
SCHEDULE
B
Member
|
Name
|
Mailing
Address
|
Agreed
Value of Capital
Contribution
|
Percentage
Interest
|
|
Baltimore
Gas and Electric Company
|
▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
$100
|
100%
|
B-1
SCHEDULE
C
Managers
|
Name
|
Address
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, ▇▇.
|
▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
C-1
SCHEDULE
D
|
Officers
|
Title
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, ▇▇.
|
President
and Chief Executive Officer
|
|
▇.
▇▇▇▇▇▇ ▇▇▇▇▇
|
Vice
President and Chief Financial Officer
|
|
▇▇▇▇▇▇
▇. Blondic
|
Treasurer
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
|
Secretary
|
D-1