Amendment to Loandata LLC Operating Agreement
Pursuant to Section 9.5 of the Loandata LLC Operating Agreement (the
"Agreement"), Section 3.7.1 of the Agreement (as heretofore amended) is hereby
amended and restated to read in its entirety as follows:
3.7.1. At any time prior to the date on which the Company
has received an aggregate of $7,500,000 in Capital Contributions (other
than by way of contributions in the form of property) and capital from
the funding of the Vaults as contemplated in Section 3.9.1 (except prior
to the End of Offer Period relating to an Offer Notice pursuant to
Section 3.7.2, during the pendency of a Third Party Offer pursuant to
Section 3.7.3, or prior to the End of New Offer Period relating to a New
Offer Notice pursuant to Section 3.7.4, in any of which cases the rights
of the Class A Member to make additional Capital Contributions under
this Section 3.7 shall be governed by the provisions of Sections 3.7.2,
3.7.3 or 3.7.4, as the case may be), and subject to the provision set
forth in the last sentence of this Section 3.7.1, the Class A Member
may, in its sole discretion, by written notice to the Company elect to
make additional Capital Contributions to the Company on the terms set
forth in this Section 3.7.1. Until the dates indicated, the Class A
Member may acquire the following additional Percentage Interests in the
Company pursuant to this Section 3.7.1 (or lesser Percentage Interests
on a proportionate basis for lesser Capital Contributions) by making the
additional Capital Contribution set forth opposite the respective
Percentage Interests (with prior Capital Contributions from all Members
after the initial Capital Contributions made as of the date of this
Agreement and all capital received by the Company through the funding of
the Vaults as contemplated in Section 3.9.1 treated as Capital
Contributions solely for purposes of valuing the New Interest):
$1,500,000 an additional 21.868% July 31, 1998
$2,250,000 an additional 11.765% October 31, 1998
$3,150,000 an additional 6.666% January 31, 1999;
provided, however, that the Class A Member may not make an additional
Capital Contribution pursuant to this Section 3.7.1 after the date on
which the Company has received an aggregate of $2,100,000 before October
27, 1998 (or $4,350,000 afterwards) in Capital Contributions (other than
by way of contributions in the form of property) and capital from the
funding of the Vaults as contemplated in Section 3.9.1 without the
consent of a majority of the Board of Managers, which majority includes
at least one member who is not designated by the Class A Member.
Notwithstanding anything to the contrary in this Agreement, it is
anticipated that the Class A Member may loan the Company money or
provide services or property to the Company, at the Class A Member's
option (in addition to its capital contribution of $1,500,000 in July
1998) and this loan will be evidenced by a note or notes from the
Company. If on or before September 30, 1998 the Company has not entered
into a definitive agreement with an investor to make an investment of at
least $1,000,000 at a valuation equal to or greater than the valuation
step then in effect under this section 3.7.1 and if (i) any portion of
the loan remains outstanding and unpaid on September 30, 1998; or (ii)
any investor has agreed in writing to make an investment in the Company
at a valuation or terms less favorable to the Company than the valuation
step then in effect under this section 3.7.1; or (iii) approved by a
majority of the Board of Managers, which majority includes at least one
member who is not designated by the Class A Member, then all or any
portion of the outstanding loan (including accrued interest) may at the
option of the Class A Member be converted on or before January 31, 1999
to equity at a rate of 7.144% per $250,000.
This amendment restatement supersedes all other amendments to this Agreement
which are dated before the effectiveness of this Amendment.
In all other respects the Agreement shall remain in full force and effect
without alteration. Effective as of the 17th day of July 1998.
Agreed and acknowledged by their authorized representatives:
/s/ Lawrence W. Rosenfeld
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Class A Member - Concentra Corporation
/s/ J. Tobias Reiley
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Class B Member - Loandata.inc