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EXHIBIT 10.34
AUTOBYTEL.EUROPE LLC
SECOND AMENDMENT TO AMENDED AND
RESTATED OPERATING AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT, (this
"AMENDMENT") is entered into as of the 6th day of April, 2000, by and among
Autobytel.Europe LLC, a Delaware limited liability company, xxxxxxxxx.xxx inc.,
a Delaware corporation, GE Capital Equity Holdings, Inc., a Delaware
corporation, Inchcape Overseas Investments B.V., a Netherlands corporation, Pon
Holdings B.V., a Netherlands corporation, and e-LaSer SA, a French company.
RECITALS
WHEREAS, the parties hereto entered into the Amended and Restated
Operating Agreement dated January 6, 2000 and the First Amendment to Amended and
Restated Operating Agreement dated January 27, 2000 (collectively, the
"AGREEMENT");
WHEREAS, the parties desire to amend the Agreement in accordance with
Section 14.1 thereof upon the terms and conditions set forth herein; and
WHEREAS, capitalized terms used herein shall have the same meanings
ascribed to such terms in the Agreement.
NOW, THEREFORE, in consideration for the mutual agreements and promises
contained herein, the parties hereto agree as follows:
TERMS OF AGREEMENT
1. Terms Amended. Pursuant to and in accordance with Section 14.1 of the
Agreement, Section 9.1 is hereby amended and restated as follows:
"DISTRIBUTIONS. Except as provided in SECTION 14.3 hereof, in connection
with the dissolution and liquidation of the Company, the Company shall
make distributions to the Members, in accordance with, and in proportion
to, their respective Ownership Percentages, out of the available net
cash flow (after the establishment of reserves under SECTION 9.2 hereof)
within three (3) months after the end of each calendar year, subject to
the prior approval by the Members pursuant to Section 4.2 hereof.
Notwithstanding anything in this Agreement to the contrary, neither the
Company nor any person on behalf of the Company shall make any
distributions except to the extent permitted under the Act or other
applicable law."
2. No Other Changes. Except as provided in this Amendment, all provisions
of the Agreement are hereby ratified and acknowledged to be in full
force and effect.
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IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date first above written.
AUTOBYTEL.EUROPE LLC
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Manager
MEMBERS:
XXXXXXXXX.XXX INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: President & CEO
GE CAPITAL EQUITY HOLDINGS, INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Managing Director
INCHCAPE OVERSEAS INVESTMENTS B.V.
By: /s/ R.G.M. Verhoef /s/ R.W.M. Klaitenberg
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Name: R.G.M. Verhoef R.W.M. Klaitenberg
Title: proxy holder proxy holder
PON HOLDINGS B.V.
By: /s/ Henk Rottinghuis
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Name: Henk Rottinghuis
Title: Director
E-LASER SA
By: /s/ Christian Marchandise
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Name: Christian Marchandise
Title: Director General
