Exhibit B-23(c)
LIMITED LIABILITY COMPANY AGREEMENT
OF
ENTERGY INTERNATIONAL INVESTMENTS NO. 2 LTD LLC
This Limited Liability Company Agreement (this
"Agreement") of Entergy International Investments No. 2 Ltd
LLC is entered into by Entergy International Ltd LLC, a
Delaware limited liability company, as the member (the
"Member").
The Member, by execution of this Agreement, hereby
forms a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act (6
Del.C. 18-101, et seq.), as amended from time to time (the
"Act"), and hereby agrees as follows:
1. Name, Member and Certificates. The name of
the limited liability company formed hereby is Entergy
International Investments No. 2 Ltd LLC (the "Company"). The
sole member of the Company is Entergy International Ltd LLC.
Entergy International Ltd LLC, as the sole member of the
Company, shall own all of the limited liability company
interests in the Company (the "Shares"). The Company is
authorized to issue 1,000 Shares. The Company hereby issues
100 Shares to Entergy International Ltd LLC. The Member, on
behalf of the Company, shall cause the Company to issue to
Entergy International Ltd LLC a certificate representing the
Shares owned by it. Such certificate shall be signed on
behalf of the Company by the Chairman or Vice Chairman of the
Board of Directors of Entergy Corporation (who is either the
sole member of the sole member of Entergy International Ltd
LLC or the sole member of Entergy International Ltd LLC), if
any, or the President or a Vice President and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of Entergy Corporation, certifying the
number of Shares owned by Entergy International Ltd LLC in
the Company. Any or all of the signatures on the certificate
may be a facsimile. In case any officer of Entergy
Corporation shall have ceased to be such officer before such
certificate is issued, it may be issued by the Company with
the same effect as if he or she were such officer at the date
of issue.
2. Governmental Certificates. Entergy
International Ltd LLC, as an authorized person within the
meaning of the Act, shall execute, deliver and file the
Certificate of Formation with the Secretary of State of the
State of Delaware. The Member 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 a jurisdiction in which the Company may wish
to conduct business.
3. Purpose. 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.
4. Powers. In furtherance of its purposes, but
subject to all of the provisions of this Agreement, the
Company shall have the power and is hereby authorized to:
a. acquire by purchase, lease, contribution
of property or otherwise, own, hold, sell, convey, transfer
or dispose of any real or personal property which may be
necessary, convenient or incidental to the accomplishment of
the purpose of the Company;
b. act as a trustee, executor, nominee,
bailee, director, officer, agent or in some other fiduciary
capacity for any person or entity and to exercise all of the
powers, duties, rights and responsibilities associated
therewith;
c. take any and all actions necessary,
convenient or appropriate as trustee, executor, nominee,
bailee, director, officer, agent or other fiduciary,
including the granting or approval of waivers, consents or
amendments of rights or powers relating thereto and the
execution of appropriate documents to evidence such waivers,
consents or amendments;
d. operate, purchase, maintain, finance,
improve, own, sell, convey, assign, mortgage, lease or
demolish or otherwise dispose of any real or personal
property which may be necessary, convenient or incidental to
the accomplishment of the purposes of the Company;
e. borrow money and issue evidences of
indebtedness in furtherance of any or all of the purposes of
the Company, and secure the same by mortgage, pledge or other
lien on the assets of the Company;
f. invest any funds of the Company pending
distribution or payment of the same pursuant to the
provisions of this Agreement;
g. prepay in whole or in part, refinance,
recast, increase, modify or extend any indebtedness of the
Company and, in connection therewith, execute any extensions,
renewals or modifications of any mortgage or security
agreement securing such indebtedness;
h. enter into, perform and carry out
contracts of any kind, including, without limitation,
contracts with any person or entity affiliated with the
Member, necessary to, in connection with, convenient to, or
incidental to the accomplishment of the purposes of the
Company;
i. employ or otherwise engage employees,
managers, contractors, advisors, attorneys and consultants
and pay reasonable compensation for such services;
j. enter into partnerships, limited
liability companies, trusts, associations, corporations or
other ventures with other persons or entities in furtherance
of the purposes of the Company; and
k. 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.
5. Principal Business Office. The principal
business office of the Company shall be located at such
location as may hereafter be determined by the Member.
6. Registered Office. The address of the
registered office of the Company in the State of Delaware is
c/o The Corporation Trust Company, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
7. 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, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx,
Xxxxxxxx 00000.
8. Member. The name and the mailing address of
the Member are as follows:
Name Address
Entergy International Ltd LLC 000 Xxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
9. Limited Liability. Except as otherwise
provided by the Act, the debts, obligations and liabilities
of the Company, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and
liabilities of the Company, and the Member shall not be
obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a member
of the Company.
10. Capital Contributions. The Member is deemed
admitted as a member of the Company upon its execution and
delivery of this Agreement. The Member shall, at such time
as the Member shall in its sole discretion determine,
contribute to the Company a ninety percent (90%) shareholding
(the "UK Corp Shares") in Entergy Power UK Holdings Limited,
a private company limited by shares incorporated in England
and Wales ("UK Corp"). Without the need for the consent of
any person or entity, the Company, and each Officer and the
Member on behalf of the Company, acting singly or jointly,
are hereby authorized to cause the Company to own and dispose
of the UK Corp Shares and to exercise all rights and to
fulfill all duties of the Company associated with the UK Corp
Shares. In addition, the Member shall, at such time and in
such amount as the Member shall in its sole discretion
determine, contribute cash to the Company.
11. Additional Contributions. The Member is not
required to make any additional capital contribution to the
Company. The Member may make additional capital
contributions to the Company in the sole discretion of the
Member.
12. Allocation of Profits and Losses. The
Company's profits and losses shall be allocated to the
Member.
13. Distributions. Distributions shall be made to
the Member at the times and in the aggregate amounts
determined by the Member. Notwithstanding any provision to
the contrary contained in this Agreement, the Company shall
not make a distribution to the Member on account of its
interest in the Company if such distribution would violate
Section 18-607 of the Act or other applicable law.
14. Management. In accordance with Section 18-402
of the Act, management of the Company shall be vested in the
Member. The Member 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, possessed by members of a
limited liability company under the laws of the State of
Delaware. The Member has the authority to bind the Company.
15. Officers. The Member may, from time to time
as it deems advisable, appoint officers of the Company (the
"Officers") and assign in writing titles (including, without
limitation, President, Vice President, Secretary, and
Treasurer) to any such person. Unless the Member decides
otherwise, if the title is one commonly used for officers of
a business corporation formed under the Delaware General
Corporation Law, the assignment of such title shall
constitute the delegation to such person of the authorities
and duties that are normally associated with that office.
Any delegation pursuant to this Section 15 may be revoked at
any time by the Member.
16. 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.
17. Exculpation and Indemnification. No Member or
Officer shall be liable to the Company, any other person or
entity who has an interest in the Company for any loss,
damage or claim incurred by reason of any act or omission
performed or omitted by such Member or Officer 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 Member or Officer by this
Agreement, except that a Member or Officer shall be liable
for any such loss, damage or claim incurred by reason of such
Member's or Officer's willful misconduct. To the full extent
permitted by applicable law, a Member or Officer shall be
entitled to indemnification from the Company for any loss,
damage or claim incurred by such Member or Officer by reason
of any act or omission performed or omitted by such Member or
Officer 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 Member or Officer by this
Agreement, except that no Member or Officer shall be entitled
to be indemnified in respect of any loss, damage or claim
incurred by such Member or Officer by reason of willful
misconduct with respect to such acts or omissions; provided,
however, that any indemnity under this Section 17 shall be
provided out of and to the extent of Company assets only, and
the Member shall not have personal liability on account
thereof.
18. Assignments. A Member may assign in whole or
in part its Shares with the written consent of the Member.
If a Member transfers all of its Shares pursuant to this
Section 18, the transferee shall be admitted to the Company
upon its execution of an instrument signifying its agreement
to be bound by the terms and conditions of this Agreement.
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.
19. Resignation. A Member may resign from the
Company with the written consent of the Member. If a Member
is permitted to resign pursuant to this Section 19, an
additional member shall be admitted to the Company, subject
to Section 20, upon its execution of an instrument signifying
its agreement to be bound by the terms and conditions of this
Agreement. Such admission shall be deemed effective
immediately prior to the resignation, and, immediately
following such admission, the resigning Member shall cease to
be a member of the Company.
20. Admission of Additional Members. One (1) or
more additional members of the Company may be admitted to the
Company with the written consent of the Member.
21. Dissolution.
(a) The Company shall dissolve, and its
affairs shall be wound up upon the first to occur of the
following: (i) the written consent of the Member, (ii) the
retirement, resignation or dissolution of the last remaining
Member or the occurrence of any other event which terminates
the continued membership of the last remaining Member in the
Company unless the business of the Company is continued in a
manner permitted by the Act, or (iii) the entry of a decree
of judicial dissolution under Section 18-802 of the Act.
(b) Except to the extent set forth in Section
21(a) of this Agreement, the occurrence of any event that
terminates the continued membership of a Member in the
Company shall not cause the dissolution of the Company, and,
upon the occurrence of such an event, the business of 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.
(d) Except as set forth in this Section 21,
the Company shall have perpetual existence.
22. Formation of Entergy UK Limited. Without the
need for the consent of any person or entity, the Company,
and each Officer and the Member on behalf of the Company,
acting singly or jointly, are hereby authorized to cause the
Company to take any and all actions to form and acquire
shares in Entergy UK Limited, a private company limited by
shares incorporated in England and Wales ("UK Ltd"),
including, without limitation, to acquire subscriber share(s)
and ordinary shares of UK Ltd (collectively, "UK Ltd
Shares").
23. Share Exchange Agreement. Without the need
for the consent of any other person or entity, the Company,
and each Officer and the Member on behalf of the Company,
acting singly or jointly, are hereby authorized to cause the
Company to execute and deliver, and to consummate the
transactions contemplated by, the Share Exchange Agreement,
dated as of August 20, 1997 (the "Share Exchange Agreement"),
between the Company and UK Ltd, pursuant to which UK Ltd will
acquire a ninety percent (90%) shareholding in UK Corp from
the Company, and the Company will be allotted 216,000,000
ordinary UK Ltd Shares. Without the need for the consent of
any person or entity, in order to consummate the transactions
contemplated by the Share Exchange Agreement, the Company,
and each Officer and the Member on behalf of the Company,
acting singly or jointly, are hereby authorized to cause the
Company to execute, deliver and perform any or all documents,
instruments or agreements, including, without limitation,
share transfer forms.
24. Purchase of Shares in UK Ltd. Without the
need for the consent of any person or entity, the Company,
and each Officer and the Member on behalf of the Company, are
hereby authorized to cause the Company to subscribe for and
purchase approximately BPS81,000,000 (approximately
$135,000,000) of UK Ltd Shares from UK Ltd. Without the need
for the consent of any person or entity, the Company, and
each Officer and the Member on behalf of the Company, acting
singly or jointly, are hereby authorized to cause the Company
to own and dispose the UK Ltd Shares (acquired in accordance
with Sections 22, 23 and 24 of this Agreement or otherwise)
and to exercise all rights and to fulfill all duties of the
Company associated with the ownership of the UK Ltd Shares.
25. Separability of Provisions. Each provision of
this Agreement shall be considered separable 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.
26. Entire Agreement. This Agreement constitutes
the entire agreement of the Member with respect to the
subject matter hereof.
27. Governing Law. This Agreement shall be
governed by, and construed under, the laws of the State of
Delaware (without regard to conflict of laws principles), all
rights and remedies being governed by said laws.
28. Amendments. This Agreement may not be
modified, altered, supplemented or amended except pursuant to
a written agreement executed and delivered by the Member.
IN WITNESS WHEREOF, the undersigned, intending
to be legally bound hereby, has duly executed this Agreement
as of the 20th day of August, 1997.
ENTERGY INTERNATIONAL LTD LLC,
as Member
By: Entergy Corporation, as member
By:________________________________
Name:
Title:
