0001362310-07-000688 Sample Contracts

AMENDMENT NO. 2 TO AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT
Preferred Stock Rights Agreement • May 8th, 2007 • Catalytica Energy Systems Inc • Engines & turbines • New York

This AMENDMENT NO. 2, dated as of May 8, 2007 (this “Amendment”) amends that certain Amended and Restated Preferred Stock Rights Agreement, dated as of November 22, 2004, as amended by Amendment No. 1, dated December 14, 2006 (the “Rights Agreement”), between Catalytica Energy Systems, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Rights Agreement.

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