Exhibit 4.10
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
SITHE PENNSYLVANIA HOLDINGS LLC
1. The name of the limited liability company is Sithe
Pennsylvania 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 Mid-Atlantic Power 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"
IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Amendment of Sithe Pennsylvania Holdings LLC this 12th
day of May, 2000.
Reliant Energy Northeast Generation, Inc.,
as sole member
By: /s/ J. Douglas Divine
---------------------
J. Douglas Divine
President
CERTIFICATE OF FORMATION
OF
SITHE PENNSYLVANIA HOLDINGS 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 PENNSYLVANIA HOLDINGS 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
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
SITHE PENNSYLVANIA HOLIDINGS LLC
1. The name of the limited liabilIty company is Sithe
Pennsylvania Holdings LLC
2. The Certificate of Formation of the limited liability
company is hereby amended as follows:
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 arid
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 Pennsylvania Holdings LLC this 31st day of
March, 1999.
Sithe Mid-Atlantic, Inc.,
as sole member
By: /s/ David L. Tohir
---------------------------
Name: David L. Tohir
---------------------
Title: President