Exhibit 10.27


 


AMENDMENT NO. 1


TO


LIMITED LIABILITY COMPANY AGREEMENT OF


EUREKA MOLY, LLC


 


This Amendment No. 1 (this
“Amendment”), dated as of October 28, 2008, to the Limited
Liability Company Agreement, dated as of February 26, 2008 (the “LLC
Agreement”) of Eureka Moly, LLC, a Delaware limited liability company (the “Company”),
is between Nevada Moly, LLC, a Delaware limited liability company (“Nevada
Moly”), and POS-Minerals Corporation, a Delaware corporation (“POS-Minerals”).  Capitalized terms used herein and not
otherwise defined herein have the respective meanings set forth in the LLC
Agreement.


 


In consideration of the
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Nevada Moly and POS-Minerals agree as follows:


 


AGREEMENT


 


1.                                      Amendment
to Section 1.1.  The table
at the end of Section 1.1 hereby is amended by adding the following
definitions to such table and re-alphabetizing such table as appropriate:


 


	
  Term

  	
   

  	
  Section

  
	
  Initial Budget

  	
   

  	
  Section 8.7

  
	
  Operating Budget

  	
   

  	
  Section 8.7

  



 


2.                                      Amendment
to Section 6.4.  The LLC
Agreement hereby is amended by replacing Section 6.4(a)(i) through (iii) thereof
in its entirety with the following:


 


(i)                                     approval of a Program
and Budget (other than approval of the Initial Program and Budget, which has
been approved, but including approval of any updates to the Initial Program and
Budget), including any Program and Budget for capital costs to be incurred
prior to Commercial Production at the mine that are not within the scope of the
Bankable Feasibility Study;


 


(ii)                                  cost overruns (A) in
excess of the aggregate Initial Budget or (B) in excess of fifteen percent
(15%) of an aggregate approved Operating Budget;


 


(iii)                               any amendment or
modification to any Program and Budget; provided,
that cost overruns (A) that do not exceed the Initial Budget in the
aggregate or (B) that do not exceed fifteen percent (15%) of any aggregate
Operating Budget, and expenditures with respect to Emergencies, shall be deemed
to automatically amend any such Program and Budget;


 

















 


3.                                      Amendment
to Section 8.1.  The LLC
Agreement hereby is amended by replacing Section 8.1 thereof in its
entirety with the following:


 


8.1.                            Initial Program and Budget.  A revised initial Program and Budget,
covering the entire period from the Effective Date through commencement of
Commercial Production (as it may be amended, modified or updated with the
unanimous approval of the Representatives on the Management Committee in accordance
with this Agreement, the “Initial Program and Budget”), has been adopted
by the Management Committee pursuant to a unanimous written consent of the
Management Committee dated as of October 28, 2008.  The Initial Program and Budget contains a
monthly Budget through December 31, 2009, and annual Budgets thereafter
through the commencement of Commercial Production.  The Initial Program and Budget shall be
updated annually through the commencement of Commercial Production.


 


4.                                      Amendment
to Section 8.7.  The LLC
Agreement hereby is amended by replacing Section 8.7 thereof in its
entirety with the following:


 


8.7.                            Budget Overruns; Program Changes.  The Manager shall immediately notify the
Management Committee of any material departure from an adopted Program and
Budget.  If the Manager causes or
increases (a) with respect to the Initial Program and Budget, any budget
overruns of the aggregate Budget contained therein (the “Initial Budget”)
or (b) with respect to any approved Program and Budget relating to any
period from and after the commencement of Commercial Production, any aggregate
budget overruns by more than fifteen percent (15%) of the Budget contained
therein (an “Operating Budget”), then, unless otherwise agreed by the
Management Committee by unanimous vote or ratification of the Representatives, (1) any
excess expenditures over the aggregate Initial Budget, or (2) any excess
expenditures over the aggregate fifteen percent (15%) ceiling with respect to
the applicable Operating Budget, unless directly caused by an Emergency
expenditure made pursuant to Section 7.7 or 8.8, shall be at
the sole cost and expense of the Manager. 
Any cost or expenditure that does not cause aggregate overruns of the
Initial Budget, that does not cause aggregate overruns of more than fifteen
percent (15%) of the applicable Operating Budget, or for Emergencies in
accordance with Section 8.8, shall be a cost and expense of the
Company and subject to Monthly Capital Calls.


 


5.                                      Amendment
to Section 8.8.  The LLC
Agreement hereby is amended by replacing Section 8.8 thereof in its
entirety with the following:


 


8.8                               Emergency or Unexpected Expenditures.  In case of Emergency, the Manager shall have
the right and obligation to take such actions as the Manager deems necessary to
protect life, limb or property, to protect the Assets, to comply with Law and
to minimize losses to the Company, in each case in accordance with Standard
Industry Practice.  The Manager may also
make expenditures in accordance with Standard Industry Practice for unexpected
events that are beyond its reasonable control and that do not result from a
breach by it of its standard of


 


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care; provided in the
case of unexpected events that are not Emergencies, such expenditures do not
cause or increase (a) aggregate budget overruns of the Initial Budget, or (b) aggregate
budget overruns of fifteen percent (15%) or more of the applicable approved
Operating Budget.  The Manager shall
promptly notify the Representatives of any such Emergency or unexpected event,
and, to the extent the expenditures with respect to such Emergency or
unexpected event cause or increase aggregate budget overruns of the Initial
Budget, or aggregate budget overruns of the applicable approved Operating
Budget of greater than fifteen percent (15%), shall seek ratification of any
such expenditures by the unanimous vote of the Management Committee.   If expenditures incurred by the Manager with
respect to an Emergency or unexpected event cause or increase aggregate budget
overruns of the Initial Budget, or aggregate budget overruns of greater than
fifteen percent (15%) of the applicable approved Operating Budget, the Manager
shall be reimbursed for such expenditures, (1) in the case of an
Emergency, whether or not approved or ratified by the unanimous vote of the
Management Committee, or (2) in the case of an unexpected event that is
not an Emergency, only if approved or ratified by the unanimous vote of the
Management Committee.


 


6.                                      Amendment
to Exhibit E.  The LLC
Agreement hereby is amended by replacing all references in the LLC Agreement to
“Exhibit E” (after taking into account Sections 1 through 5 above) with “[Reserved].”


 


7.                                      Continuing
Effect.  Except as amended
hereby, the LLC Agreement shall remain in full force and effect.


 


8.                                      Incorporation
By Reference.  Section 1.2
and Article XVI of the LLC Agreement hereby are incorporated, mutatis mutandis, by reference into this
Amendment.


 


[Signatures
on Next Page.]


 


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The parties hereto have executed this
Amendment to be effective as of the date first set forth above.


 


 


	
   

  	
  NEVADA MOLY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Bruce D. Hansen

  
	
   

  	
   

  	
  Bruce D. Hansen,

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  POS-MINERALS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/MK Kim

  
	
   

  	
   

  	
  MK Kim, President