EXHIBIT 10.22
AMENDMENT
This Amendment dated as of March 15, 2001 hereby amends that certain
Amended and Restated Operating Agreement of Odyssey Holdings, L.L.C. dated as of
November 13, 1998 ("Company Agreement") as set forth below.
1. Section 6.1 through 6.1.4 of the Company Agreement shall be deleted
in their entirety and replaced as follows:
6.1 MANAGING MEMBER.
6.1.1 The business affairs of the Company shall be made or
delegated by the Managing Member. The Managing Member has the
power, on behalf of the Company, to do all things necessary or
convenient to carry out the business and affairs of the
Company, including, but not limited to, the appointment of
officers.
6.1.2 The Managing Member shall serve until the earliest of
(a) the removal of such individual by a Majority of the
Members; (b) the resignation of such Member; or (c) the
Dissociation of such Member.
6.1.3 The Managing Member shall not be liable, responsible, or
accountable, in damages or otherwise, to any Member or to the
Company for any act performed by the Managing Member within
the scope of the authority conferred on the Managing Member by
this Agreement, except for fraud, gross negligence, willful
misconduct, or an intentional breach of this Agreement. The
Company shall indemnify the Managing Member for any act
performed by the Managing Member within the scope of the
authority conferred on the Managing Member by this Agreement,
except for fraud, gross negligence, willful misconduct or an
intentional breach of this Agreement.
6.1.4 Each Member constitutes and appoints the Managing Member
as the Member's true and lawful attorney-in-fact
("Attorney-in-Fact"), and in the Member's name, place and
stead, to make execute, sign, acknowledge, and file:
(a) the Certificate of Formation;
(b) all documents (including amendments to the
Certificate of Formation) which the
Attorney-in-Fact deems appropriate to reflect any
amendment, change, or modification of this
Agreement;
1
(c) any and all other certificates or other
instruments required to be filed by the Company
under the laws of the State of Delaware or of any
other state or jurisdiction, including, without
limitation, any certificate or other instruments
necessary in order for the Company to continue to
qualify as a limited liability company under the
laws of the State of Delaware or any other State;
(d) one or more fictitious or trade name certificates;
and
(e) all documents which may be required to dissolve
and terminate the Company and to cancel its
Certificate of Formation.
2. Sections 6.2 and 6.2.1 shall be deleted in their entirety and replaced as
follows:
6.2 APPOINTMENT OF OFFICERS.
6.2.1 The Managing Member may appoint such officers with such
responsibilities as the Managing Member desires. In the absence of
action by the Managing Member to the contrary, the Company shall
have a President/CEO, a Secretary, one or more Vice Presidents, one
or more Assistant Secretaries, a Tax Officer, and a Managing
Officer, all as may be appointed by the Managing Member. The
President/CEO shall have general and active management power and
authority with respect to the day to day affairs of the Company and
shall perform such duties and undertake such responsibilities as the
Managing Member shall designate. The President/CEO shall see that
all orders and resolutions of the Managing Member are carried into
effect. The Managing Officer shall have such power to execute or
file any document required or permitted to be executed or filed on
behalf of a limited liability company, and other duties as assigned
by the President/CEO. The Secretary shall keep or cause to be kept a
record of the affairs of the Company, including all orders and
resolutions of the Managing Member and record minutes of all such
items in a book to be kept for that purpose. The Secretary shall
perform such other duties as may be prescribed by the Managing
Member or the President/CEO, under whose supervision he/she shall
be. The Tax Officer shall be responsible for the preparation and
maintenance of all tax records of the Company and the preparation
and filing of all tax returns. The remaining officers shall have the
powers and duties normally associated with the officers of
corporations bearing similar titles. Each officer shall
serve until he or she resigns or is removed by the Managing Member.
The following individuals shall initially hold the office set
opposite his/her name below:
President/CEO Xxxxxxxx Xxxxxx
Managing Officer/COO Xxxx Xxxxxxxxxxx
Vice President Xxxxxxx Xxxxxxxx
Vice President Xxxxxx Xxxxxxxxx
Vice President/CFO Xxxxxx Xxxxxx
Secretary Xxxxxxx Xxxx
Assistant Secretary Xxxxxx Xxxxxx
Assistant Secretary Xxxxx Xxxxx
Tax Officer/Assistant Secretary Xxxx Xxxxxxx
3. HEN Domestic Holdings, Inc. shall be the initial Managing Member.
4. All references to "Governance Committee" in the Company Agreement shall
be replaced with "Managing Member."
IN WITNESS WHEREOF, the undersigned voting Members have hereby executed
this Amendment as of the date set forth above.
HEN DOMESTIC HOLDINGS, INC.
By /s/ Xxxxxx Xxxxxxxxx
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Title Vice President
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VISION GROUP, INC.
By /s/ Xxxxxx Xxxxxx
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Title Vice President
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