EXHIBIT 10.27
AMENDMENT NO. 1 TO THE
OPERATING AGREEMENT OF
GENXON POWER SYSTEMS, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
THIS AMENDMENT NO. 1 (this "Amendment") to the Operating Agreement of
Genxon Power Systems, LLC, a Delaware Limited Liability Company, entered into
and effective as of October 21, 1996 (the "Operating Agreement"), is entered
into and effective as of December 4, 1997.
Capitalized terms not otherwise defined herein have the same meaning as in
the Operating Agreement.
RECITALS
WHEREAS, the undersigned are all of the constituent Members of Genxon Power
Systems, LLC, a Delaware limited liability company (the "Company"); and
WHEREAS, Section 6.2 of the Operating Agreement provides in relevant part
that until the first anniversary of the Operating Agreement the Board of
Managers shall be comprised of six members and thereafter the Board of Managers
shall be comprised of four members; and
WHEREAS, the Members desire that the Board of Managers be comprised of six
members for an additional year.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and in accordance with Section 10.3 of the Operating Agreement, the Members do
hereby amend and revise the Operating Agreement as follows.
1. Section 6.2(a) of the Operating Agreement is hereby amended in its
entirety to read as follows:
"(a) All powers of the Company shall be exercised by or under the
authority of, and the business and affairs of the Company shall be managed
under the direction of, a board of managers (the "Board of Managers"),
unless otherwise provided in the Act, the Certificate of Formation or this
Agreement. The Board of Managers shall be comprised of six members, three
of whom shall be the nominees of CCSI and three of whom shall be the
nominees of WGC. One member of the Board
of Managers shall be elected annually as Chairman and shall be responsible
for administering the affairs of the Board of Managers. The Chairman shall
rotate annually between the CCSI and WGC representatives."
2. Miscellaneous.
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(a) Except as specifically amended hereby, the Operating Agreement
shall continue in full force and effect.
(b) This Amendment shall not itself be amended. Any future amendment
to the Operating Agreement shall be effected in accordance with the terms
thereof.
(c) This Amendment may be executed in several counterparts, each of
which may be executed by fewer than all of the Members, and as so executed shall
constitute one Amendment which shall be binding on all the Members.
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, the Members have executed this Amendment as of the date
first written above.
CATALYTICA COMBUSTION SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President
XXXXXXXX GOVERNOR COMPANY
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, Chief Executive Officer
[Amendment No. 1 to Genxon Operating Agreement]
