LFC TECHNOLOGIES, LLC
AMENDMENT TO OPERATING AGREEMENT
This AMENDMENT TO OPERATING AGREEMENT (this "Amendment") is entered into as of
the 14th day of January, 1999, by and between MLFC Corporation, a California
corporation, ("MLFC"), and SGI INTERNATIONAL, a Utah corporation ("SGI," and
together with MLFC, the "Members").
RECITALS
A. The parties hereto have entered into that certain Operating Agreement for
LFC Technologies, LLC dated as of the date hereof (the "Agreement").
B. MLFC and SGI desire to amend the in accordance with, and subject to, the
terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto hereby amend the Agreement as follows:
1. Section 3.3 of the Agreement is hereby amended to read in its entirety as
follows:
Further Contributions. The liability of the Members to the Company is limited
to their Capital Contributions as specified in Schedule 3.2 attached hereto, as
it may be amended from time to time pursuant to Section 14.2. No additional
Capital Contributions, or other funds, whether by way of contribution of
capital, loan or otherwise, shall be required of any Member except that each
Member shall contribute One Hundred Twenty-Five Thousand Dollars ($125,000) to
the Company every three (3) calendar months after the date hereof for a period
of two years following the date hereof. No interest shall accrue on any Capital
Contribution and no Member shall have the right to withdraw or be repaid any
Capital Contribution except as provided in this Agreement.
2. Schedule 3.2 to the Agreement is hereby amended to read in its entirety as
described in Schedule 3.2 attached hereto.
3. As amended by the provisions of this Amendment, the Agreement shall remain
in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day
and year first above written.
MLFC CORPORATION
By: /s/ HAJIME KATSUMURA
Name: Hajime Katsumura
Title: President
SGI INTERNATIONAL
By: /s/ XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer, Chairman of the Board
SCHEDULE 3.2
INITIAL CAPITAL CONTRIBUTION
Members Initial Capital Initial Initial Contribution Membership Ownership
Units Percentage
MLFC Corporation $126,000 50 50%
Address for Notices
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
XXX International $126,000 50 50%
Address for Notices
0000 Xxxxxxxx
Xxxxx 000
Xx Xxxxx, Xxxxxxxxxx 00000
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