Exhibit 10.7.2
SECOND AMENDMENT TO
REGISTRATION AGREEMENT
This Second Amendment to the Registration Agreement (this "Amendment") is
entered into as of January 7, 1998, by and between The Xxxxxxxx and Xxxxxxxx
Company, an Ohio corporation ("Xxxxxxxx"), Warburg, Xxxxxx Equity Partners, L.P.
("WPEP") and The Cobalt Group, Inc., a Washington corporation (the "Company").
RECITALS
A. The Company, The Productivity Fund III, L.P., a Delaware limited
partnership, Environmental Private Equity Fund II, L.P., a Delaware limited
partnership, Xxxx Xxxxxxxxxxx, and Warburg, Xxxxxx Equity Partners,
L.P.(collectively, the "Purchasers") are parties to a First Amendment to
Registration Agreement, dated as of October 7, 1998.
B. The Company plans to issue shares of its Series B Preferred Stock to
Xxxxxxxx pursuant to the Acquisition and Investment Agreement between the
Company and Xxxxxxxx dated as of November 25, 1997.
C. The Company wishes to add, and the Purchasers have consented to the
addition of, Xxxxxxxx to the Schedule of Purchasers.
AGREEMENT
1. SCHEDULE OF PURCHASERS. The Schedule of Purchasers is hereby amended
to insert:
"The Xxxxxxxx and Xxxxxxxx Company, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX
00000. Series B - 71429."
2. AMENDMENT TO PARAGRAPH 1(g)(ii). Paragraph 1(g)(ii) is hereby amended
to read as follows:
"(ii) any Series B Preferred Stock issued pursuant to the Series B
Purchase Agreement and any Series B Preferred Stock issued to the
Xxxxxxxx and Xxxxxxxx Company,"
3. AMENDMENT TO PARAGRAPH 1(g)(iv). Paragraph 1(g)(iv) is hereby amended
to read as follows:
"(iv) any Common Stock issued upon the conversion of any Series B
Preferred Stock issued pursuant to the Series B Purchase Agreement and
any Common Stock issued upon the conversion of any Series B Preferred
Stock issued to the Xxxxxxxx and Xxxxxxxx Company, and"
4. NO OTHER AMENDMENTS. Except as expressly amended as set forth above,
the Registration Agreement shall remain in full force and effect in accordance
with its terms.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
on the date first written above.
THE COBALT GROUP, INC.
By:
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Title:
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WARBURG, XXXXXX EQUITY PARTNERS, L.P.
By: Warburg, Xxxxxx & Co., Inc.
Its: General Partner
By:
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Xxxxxx X. Xxxxx, Partner
THE XXXXXXXX AND XXXXXXXX COMPANY
By:
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Title:
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