Exhibit 10.2
Amendment No. 7 to the
Amended and Restated Limited Liability Company Operating Agreement of
IDT Holding, L.L.C.
This Amendment No. 7 (this "AMENDMENT") to the Amended and Restated
Limited Liability Company Operating Agreement of IDT Holding, L.L.C., a Delaware
limited liability company (the "COMPANY"), is entered into as of February 26,
2002 by and between The Veritas Capital Fund, L.P., a Delaware limited
partnership ("VERITAS"), and the Person listed as an Additional Member on the
signature page hereof (the "ADDITIONAL MEMBER").
WHEREAS, the Company was formed pursuant to that certain Limited Liability
Company Operating Agreement dated as of August 6, 1999 among Veritas and certain
named employees of PEI, as amended by that certain Amended and Restated Limited
Liability Company Operating Agreement dated as of December 10, 1999 among
Veritas and certain named employees of PEI and Sierra, as further amended by
Amendment No. 1 to the Amended and Restated Limited Liability Company Operating
Agreement dated as of February 25, 2000 among Veritas and the Additional Members
named therein, as further amended by Amendment No. 2 to the Amended and Restated
Limited Liability Company Operating Agreement dated as of June 1, 2000 among
Veritas and the Additional Members named therein, as further amended by
Amendment No. 3 to the Amended and Restated Limited Liability Company Operating
Agreement dated as of September 29, 2000 among Veritas and the Additional
Members named therein, as further amended by Amendment No. 4 to the Amended and
Restated Limited Liability Company Operating Agreement dated as of June 1, 2001
among Veritas and the Additional Members named therein, as further amended by
Amendment No. 5 to the Amended and Restated Limited Liability Operating
Agreement dated as of October 1, 2001 among Veritas and the Additional Members
named therein, and as further amended by Amendment No. 6 to the Amended and
Restated Limited Liability Company Operating Agreement dated as of February 5,
2002 among Veritas and the Members named therein (the "OPERATING AGREEMENT");
WHEREAS, Veritas desires to admit the Additional Member to the Company as
a Class A Member;
NOW, THEREFORE, in consideration of the mutual agreements made herein,
Veritas and the Additional Member hereby agree to amend the Operating Agreement
as follows:
1. Unless otherwise defined herein, capitalized terms shall have the
meanings ascribed to them in the Operating Agreement.
2. Effective as of the date hereof, the Person listed as an Additional
Member on the signature page hereof is hereby admitted to the Company as a Class
A Member.
3. SCHEDULE A to the Operating Agreement is hereby amended in the form
annexed hereto to reflect the names, addresses, Capital Contributions and Class
A Percentage Interests of the Class A Members after the admission of the
Additional Member to the Company.
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4. All other terms of the Operating Agreement shall remain in full force
and effect and by its execution of this Amendment, the Additional Member makes
the representations and warranties set forth in Section 5.2 of the Operating
Agreement and agrees to be bound by all of the terms and conditions of the
Operating Agreement applicable to the Members.
5. This Amendment may be executed in two or more counterparts, and all
counterparts so executed shall constitute one agreement, binding on all of the
parties hereto, notwithstanding that all of the parties are not signatory to the
original or the same counterpart.
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IN WITNESS WHEREOF, each of Veritas and the Additional Member has executed
this Amendment as of the date first above written.
THE VERITAS CAPITAL FUND, L.P.
By: /s/ Xxxxxx X. XxXxxx
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Authorized Signature
ADDITIONAL MEMBER:
BNY CAPITAL PARTNERS, L.P.
By: BNY Capital Management LLC,
its General Partner
By: BNY Mezzanine Capital, L.P., its
sole member
By: BNY Capital SBIC, LLC, its
General Partner
By: /s/ Xxxx X. Xxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxx
Title: Principal
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