EXHIBIT 10.2
AMENDMENT TO
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF
AUTOBYTEL.EUROPE LLC
This AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this
"Amendment") is entered into and effective as of the 24th day of April, 2002,
among Autobytel.Europe LLC, a Delaware limited liability company (the
"Company"), Autobytel Inc., a Delaware corporation ("ABT"), and Pon Holdings
B.V., a Netherlands corporation ("Pon").
RECITALS
WHEREAS, the Company, ABT, and Pon are parties to the Company's Second
Amended and Restated Operating Agreement, dated March 28, 2002 (the "Operating
Agreement").
WHEREAS, the parties hereto desire to amend the Operating Agreement as
set forth herein.
WHEREAS, pursuant to Section 14.1 of the Operating Agreement, the
Operating Agreement can be amended by the prior written consent of the holders
of at least seventy six percent (76%) of the Voting Interests (as defined
therein).
WHEREAS, ABT and Pon, collectively, own at least seventy six percent
(76%) of the Voting Interests.
NOW, THEREFORE, in consideration of the mutual premises, agreements and
covenants set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby amend the terms and conditions set forth in the Operating Agreement as
follows:
TERMS OF AMENDMENT
1. Definitions. Each capitalized term used but not specifically defined
herein shall have the meaning ascribed to such term in the Operating Agreement.
2. Amendments to Operating Agreement. Pursuant to and in accordance with
Section 14.1 of the Operating Agreement, the following sections of the Operating
Agreement are amended and restated in their entirety as follows:
2.1 Amendment to Section 4.1(d)(iv). Section 4.1(d)(iv) of the Operating
Agreement is hereby amended and restated in its entirety as follows:
"(iv) approving, ratifying, or otherwise consenting to the
Company's or any subsidiary's initial two (2) year business plan
or any material amendment, supplement, or modification thereto or
renewal thereof, or any material amendment, supplement, or
modification to, or renewal of, any subsequent business plan;"
2.2 Amendment to Section 4.1(d)(ix). Section 4.1(d)(ix) of the Operating
Agreement is hereby amended and restated in its entirety as follows:
"(ix) approving, ratifying, or otherwise consenting to the
Company's initial two (2) year operating budget, or any
amendment, supplement or modification thereto in excess of twenty
percent (20%) of any expenditure contained therein, or any
amendment, supplement, or modification to any subsequent
operating budget in excess of twenty percent (20%) of any
expenditure contained therein;"
3. No Other Changes. Except as provided in this Amendment, all
provisions of the Operating Agreement are hereby ratified and acknowledged to be
in full force and effect.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed and delivered as of the date first written above.
AUTOBYTEL.EUROPE LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Manager
AUTOBYTEL INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Executive Vice President
PON HOLDINGS B.V.
By: /s/ Henk Rottinghuis
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Name: Henk Rottinghuis
Title: CEO