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Document Preview Limited Liability Company Agreement |
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Title: |
Limited Liability Company Agreement |
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Entities: |
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Date: |
2003 |
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Preview shows 4KB of 17KB total |
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Price: |
$33 |
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ID: |
#1570367 |
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LIMITED LIABILITY COMPANY AGREEMENT
OF
PEABODY-WATERSIDE DEVELOPMENT, L.L.C.
THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") of
PEABODY-WATERSIDE DEVELOPMENT, L.L.C. (the "LLC"), is dated as of November 20,
2002 and made by Peabody Development Company, a Delaware corporation (the
"Member").
WITNESSETH:
WHEREAS, the LLC is a limited liability company formed under
the Delaware Limited Liability Company Act (the "Delaware LLC Act") pursuant to
a Certificate of Formation filed with the Delaware Secretary of State on
November 20, 2002; and
WHEREAS, the Member is the sole member of the LLC.
NOW, THEREFORE, the Member hereby declares as follows:
1. LLC FORMATION, NAME, PLACE OF BUSINESS
1.1 FORMATION OF LLC; CERTIFICATE OF FORMATION
The Member of the LLC hereby acknowledges the formation of the
LLC as a limited liability company pursuant to the Delaware LLC Act by virtue of
the filing of a Certificate of Formation with the Delaware Secretary of State on
March 7, 2002.
1.2 NAME OF LLC
The name of the LLC as of the date of this Agreement is and
shall continue to be "PEABODY-WATERSIDE DEVELOPMENT, L.L.C.". The business of
the LLC may be conducted under any other name that is permitted by the Delaware
LLC Act and selected by the Member. The Manager designated pursuant to the terms
of this Agreement promptly shall execute, file, and record any assumed or
fictitious name certificates required by the laws of the State of Delaware or
any state in which the LLC conducts business and shall take such other action as
such Manager determines is required by or advisable under the laws of the State
of Delaware, or any other state in which the LLC conducts business, to use the
name or names under which the LLC conducts business.
1.3 PLACE OF BUSINESS
The LLC's principal place of business shall be St. Louis,
Missouri. The Manager may establish and maintain such other offices and
additional places of business of the LLC, either within or without the State of
Delaware, or close any office or place of business of the LLC, as he or she
deems appropriate.
1.4 REGISTERED AGENT
The street address of the initial registered office of the LLC
shall be:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
and the LLC's registered agent at such address shall be Corporation Service
Company. The Manager may from time to time appoint a new resident agent for the
LLC.
2. PURPOSES AND POWERS OF LLC
2.1 PURPOSES
The purposes of the LLC shall be (i) to invest in, develop
and/or operate various power generating facilities, coal mines and other
energy-related concerns, (ii) to undertake any lawful transactions and engage in
any lawful activity incidental to or in furtherance of the foregoing purpose or
otherwise related to the energy business; and (iii) as agreed by the Member, to
engage in any other lawful business, purpose or activity permitted by the
Delaware LLC Act.
2.2 POWERS
The LLC shall have all the powers and privileges as are
necessary or convenient to the conduct, promotion, or attainment of the
business, purposes or activities of the LLC.
3. TERM OF LLC
The LLC commenced on the date upon which the Certificate of
Formation was duly filed with the Delaware Secretary of State and shall continue
until the dissolution of the LLC as provided by the Delaware LLC Act.
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