Exhibit 10.55
CONFIDENTIAL
------------
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 (the "Amendment") is made and entered into as of this
__ day of November, 2001, among Plug Power Inc., a Delaware corporation ("PP"),
GE Microgen (f/k/a GE On-Site Power), a Delaware corporation, GE Power Systems
business of General Electric Company, a New York corporation having offices at
▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "GE") and
GE Fuel Cell Systems, L.L.C., a Delaware limited liability company (GE
Microgen, GE Power Systems and GE Fuel Cell Systems are hereinafter
collectively referred to as "GE"). GE and PP are referred to individually
herein as a "Party", and collectively as the "Parties".
WHEREAS, GE and PP entered into an Agreement dated August 27, 1999 (the
"Agreement"), in order to set forth, among other things, PP's obligation to
purchase technical support services from GE;
WHEREAS, GE and PP now desire amend the Agreement in order extend the time
within which PP is obligated to purchase such technical support services from
GE;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of are hereby acknowledged, the Parties hereto agree as follows:
1. AGREEMENT REVISION
Section 4.3 of the Agreement is deleted in its entirety and replaced with
the following:
PP shall satisfy the PP Commitment during the time period set
forth in Section 4.1 above (including amounts credited toward the
PP Commitment in accordance with Section 4.4 below), by no later
than September 30, 2004. If, by September 30, 2004 , PP fails to
satisfy the PP Commitment then PP shall pay GE, as liquidated
damages for such failure, the difference between $12,000,000 and the
amount purchased hereunder.
In the event of a conflict between the terms of this Amendment and any other
ancillary documents related thereto, the terms of this Amendment shall
apply.
This Amendment may be executed in one or more counterparts, and by the
different Parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart to this Amendment.
This Amendment shall be construed without regard to any presumption or rule
requiring construction or interpretation against the Party drafting or
causing any instrument to be drafted.
Except as expressly set forth herein, this Amendment in no way alters or
affects any other terms of the Agreement, which otherwise remains in full
force and effect.
IN WITNESS WHEREOF, the Parties have entered into and executed this
Amendment as of the date first above written.
GENERAL ELECTRIC COMPANY
By:____________________________
Name:
Title:
PLUG POWER, INC
By:____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer