MEMBERSHIP INTERESTS AND ASSET PURCHASE AGREEMENT BY AND AMONG ENBW ENERGY SOLUTIONS GMBH, ENVICA KAT GMBH, E&EC ENERGY & ENVIRONMENTAL CONSULTANTS GMBH, SCR-TECH GMBH, SCR-TECH LLC, CESI-SCR, INC., WITH RESPECT TO SECTION 11.18 AND ARTICLES VI AND IX...Membership Interests and Asset Purchase Agreement • March 4th, 2004 • Catalytica Energy Systems Inc • Engines & turbines • Delaware
THIS MEMBERSHIP INTERESTS AND ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of January 21, 2004 by and among EnBW Energy Solutions GmbH, a German corporation, registered in the commercial register of the Amtsgericht Stuttgart, under 22368, with its place of business at Stuttgart (“ENBW”), with respect to Article VII and X only, ENVICA GmbH, a German corporation registered in the commercial register of the Amtsgericht Delmenhorst, under HRB 3155, with its place of business at Wildeshausen (“ENVICA Parent”), ENVICA Kat GmbH, a German corporation, registered in the commercial register of the Amtsgericht Delmenhorst, under HRB 3262, with its place of business at Wildeshausen (“ENVICA” and, together with ENBW, each an “Asset Seller” and collectively, the “Asset Sellers”), E&EC Energy & Environmental Consultants GmbH, a German corporation, registered in the commercial register of the Amtsgericht Siegburg, under HRB 7966, with its place of business at Nümbrecht (“E&EC”), SCR Tech Gmb
AMENDMENT NO. 1 TO MEMBERSHIP INTERESTS AND ASSET PURCHASE AGREEMENT February 20, 2004Membership Interests And • March 4th, 2004 • Catalytica Energy Systems Inc • Engines & turbines • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”) to the MEMBERSHIP INTERESTS AND ASSET PURCHASE AGREEMENT dated as of January 21, 2004 (the “Agreement”), by and among EnBW Energy Solutions GmbH, a German corporation, registered in the commercial register of the Amtsgericht Stuttgart, under 22368, with its place of business at Stuttgart, with respect to Article VII and X of the Agreement only, ENVICA GmbH, a German corporation registered in the commercial register of the Amtsgericht Delmenhorst, under HRB 3155, with its place of business at Wildeshausen, ENVICA Kat GmbH, a German corporation, registered in the commercial register of the Amtsgericht Delmenhorst, under HRB 3262, with its place of business at Wildeshausen, E&EC Energy & Environmental Consultants GmbH, a German corporation, registered in the commercial register of the Amtsgericht Siegburg, under HRB 7966, with its place of business at Nümbrecht, SCR Tech GmbH, a German corporation, registered in the commercial register of the Amtsge
