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EXHIBIT 10.11
[*] Confidential Treatment has been requested for certain portions of this
exhibit.
XXXXXX PUBLICATIONS CORP.
AUTO-BY-TEL MARKETING CORPORATION
Amendment to Marketing Agreement dated February 8, 1996
1. Term of agreement to be extended [*]
2. Exclusivity:
a. New cars: Exclusive for entire term.
b. Used cars: Exclusivity unless and until terminated at Edmund's
election on not less than 90 days' notice, but no such election
to be effective prior to August 1, 1998. "Exclusivity" means
that other than EVRI, ABT will be the exclusive retail used
vehicle purchase program. Xxxxxx shall have the right to
terminate ABT's used car program, on not less than 90 days'
notice, if the number of (non-duplicate) used car request forms
is less than (i) 100,000 during the twelve months commencing
with the first full calendar month after Xxxxxx begins
submitting used car request forms to ABT, (ii) 200,000 during
the second such twelve-month period, or (iii) 250,000 during any
subsequent twelve-month period.
c. No exclusivity re financing.
3. Fees:
a. [*] for each new car request form for the first 16,667 per
calendar month. [*] for the next 8,333 per month, [*] for the
next 8,333 per month, [*] for the next 8,333 per month, and [*]
for any forms in excess of 41,667 per month. A reconciliation
shall be made as soon as practicable after each March 31, June
30, September 30 and December 31 based on Xxxxxx being entitled
to [*] for each new car request form for the first 200,000 per
twelve months, [*] for the next 100,000 per twelve months, [*]
for the next 100,000 per twelve months, [*] for the next 100,000
per twelve months, and [*] for any forms in excess of 500,000
per twelve months (prorated for the number of months that are
the subject of such reconciliation). The first reconciliation
shall be for the period June 1 through September 30 1997. If, as
a result of any such reconciliation, ABT paid Xxxxxx too much
for the applicable period, ABT shall offset such excess against
the next payment due to Xxxxxx.
b. [*] for each used car request form, plus [*] for each form in
excess of 16,667 per calendar month, while exclusivity is in
effect. Thereafter, [*] for each used car request form plus
[*] for each form in excess of 16,667 per calendar month.
Similar reconciliation as for the new car request forms.
c. 25% of net origination fees paid to ABT from Chase Manhattan
Automotive Finance Corporation and/or other providers of
purchase and/or lease financing with respect to purchase
requests received through Xxxxxx.
4. Upon execution hereof, ABT to pay Xxxxxx $275,000 as a deposit against
future payments (to be offset by ABT in 10 installments of $27,500
beginning with the payment due by ABT in August 1997 in respect of July
1997, or to be paid in full if the agreement is terminated). Xxxxxx
agrees to waive any right of offset or any other defenses to its
unconditional obligation to pay such amount back to ABT on such terms.
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[*] Confidential treatment requested.
5. Effective date of this amendment: June 1, irrespective of when the
long-form agreement is executed. All fees reflected in this amendment to
be paid in respect of requests forms submitted on or after June 1, 1997.
6. All Information from consumers is jointly owned by ABT and Xxxxxx, and
both parties have unrestricted rights to use and/or sell such
information.
7. "Duplicate forms" issue: Xxxxxx will be paid based on ABT's method of
acceptance/rejection of forms.
8. Location of forms:
a. New cars: to remain on Xxxxxx site and Xxxxxx will coordinate
with ABT to ensure that consumers have a seamless transfer to
ABT for financing.
b. Used cars: will reside on ABT server; however, there will be
appropriately-placed links back to Xxxxxx.
9. Transmissions of data:
c. New cars: no changes from current arrangement.
d. Used cars and financing: ABT to e-mail to Xxxxxx all information
submitted by consumers while on the ABT server (other than
financial information), and the consumer's search criteria.
e. At end of each month, ABT to send Xxxxxx the aggregate number of
financings consummated by Edmund's consumers.
10. ABT and Edmunds will cooperate with one another on the issuance and
timing of a press release.
Agreed to and accepted this 6th day of June 1997:
AUTO-BY-TEL MARKETING CORPORATION XXXXXX PUBLICATIONS CORP.
BY: /s/ XXXX XXXXXXX By: /s/ XXXXX XXXXXXXXX
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Xxxx Xxxxxxx Xxxxx Xxxxxxxxx, President
Executive Vice President and
Chief Operating Officer
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