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EXHIBIT 10.1
AUTOBYTEL.EUROPE LLC
FIRST AMENDMENT TO AMENDED AND
RESTATED OPERATING AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT, (this
"AMENDMENT") is entered into as of the 27th day of January 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, and
Pon Holdings B.V., a Netherlands corporation.
RECITALS
WHEREAS, the parties hereto entered into the Amended and Restated
Operating Agreement dated January 6, 2000 (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 1.28 is hereby amended and restated as follows:
"`ORIGINAL ELIGIBLE OWNER' shall mean each Member, other than ABT, who
becomes a Member and (i) by itself or (ii) together with its Affiliates
owns at least 10,000 Units of the Company on February 29, 2000."
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: Vice President
MEMBERS:
XXXXXXXXX.XXX INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Chief Executive Officer and President
GE CAPITAL EQUITY HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President
INCHCAPE OVERSEAS INVESTMENTS B.V.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Chairman
PON HOLDINGS B.V.
By: /s/ Henk Rottinghuis
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Name: Henk Rottinghuis
Title: Managing Director
