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EXHIBIT 3.3
PAGE 1
State of Delaware
Office of the Secretary of State
---------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF
"RELIANT ENERGY MARYLAND HOLDINGS, LLC" AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D.
1998, AT 4:30 O'CLOCK P.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "SITHE DEEP CREEK LLC" TO
"SITHE MARYLAND HOLDINGS LLC", FILED THE THIRTY-FIRST DAY OF MARCH, A.D. 1999,
AT 9 O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "SITHE MARYLAND HOLDINGS
LLC" TO "RELIANT ENERGY MARYLAND HOLDINGS, LLC", FILED THE TWELFTH DAY OF MAY,
A.D. 2000, AT 3 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.
[SEAL]
/s/ EDWARD J. FREEL
------------------------------------
Edward J. Freel, Secretary of State
2985507 8100H AUTHENTICATION: 0629358
001421455 DATE: 08-21-00
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 12/28/1998
981505009 - 2985507
CERTIFICATE OF FORMATION
OF
SITHE DEEP CREEK LLC
The undersigned, an authorized natural person, for the purposes of forming
a limited liability company, under the provisions and subject to the
requirements of the State of Delaware (particularly Chapter 18, Title 6 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified, and referred to as the "Delaware Limited Liability Company
Act"), hereby certifies that:
FIRST: The name of the limited liability company (hereinafter called the
"limited liability company") is:
SITHE DEEP CREEK LLC
SECOND: The address of the registered office and the name and the address
of the registered agent of the limited liability company required to be
maintained by Section 18-104 of the Delaware Limited Liability Company Act are:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle County, Delaware 19801
Executed on December 28, 1998.
/s/ GEORGE LOFASO
-------------------------
George Lofaso
Authorized Person
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
SITHE DEEP CREEK LLC
1. The name of the limited liability company is Sithe Deep Creek LLC.
2. The Certificate of Formation of the limited liability company is
hereby amended as follows:
The present FIRST paragraph shall be deleted in its entirety and
replaced with the following new FIRST paragraph:
FIRST: The name of the limited liability company (hereinafter called the
"limited liability company") is:
SITHE MARYLAND HOLDINGS LLC
The present SECOND paragraph shall be deleted in its entirety and
replaced with the following new SECOND paragraph:
SECOND: The address of the registered office and the name and address
of the registered agent of the limited liability company required to be
maintained by Section 18-104 of the Delaware Limited Liability Company
Act are:
United Corporate Services, Inc.
15 East North Street
Dover, Kent County, Delaware 19901
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Sithe Deep Creek LLC this 31st day of, 1999.
By: Sithe Mid-Atlantic, Inc.,
as sole member
By: /s/ DAVID L. TOHIR
-------------------------------
Name: David L. Tohir
Title: President
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/31/1999
991127304 -2985507
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
SITHE MARYLAND HOLDINGS LLC
1. The name of the limited liability company is Sithe Maryland Holdings
LLC.
2. The Certificate of Formation of the limited liability company is hereby
amended as follows:
The present FIRST paragraph shall be deleted in its entirety and replaced
with the following new FIRST paragraph:
"FIRST: The name of the limited liability company (hereinafter called
the "limited liability company") is:
Reliant Energy Maryland Holdings, LLC"
The present SECOND paragraph shall be deleted in its entirety and replaced
with the following new SECOND paragraph:
"SECOND: The address of the registered office and the name and the
address of the registered agent of the limited liability company
required to be maintained by Section 18-104 of the Delaware Limited
Liability Company Act are:
The Corporation Trust Company
1209 Orange Street
New Castle County
Wilmington, Delaware 19801"
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Sithe Maryland Holdings LLC this 12th day of May, 2000.
Reliant Energy Northcast Generation, Inc.,
as sole member
By: /s/ J. DOUGLAS DIVINE
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J. Douglas Divine
President