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Exhibit 10.24
ACTION BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF MANAGERS OF
365BIZ.COM.GP, LLC
The undersigned, being all of the members of 365biz.com.gp, LLC, a Delaware
limited liability company (the "Company"), hereby adopt, by this written
consent, the following resolutions with the same force and effect as if they had
been unanimously adopted at a duly convened meeting of the members of Managers
of the Company and direct that this written consent, upon execution by all of
the members of the Company, which execution may be in counterparts, be filed
with the minutes of the proceedings of the members of the Company:
RESOLVED, that the members of the Company hereby adopt and approve
amendments to the Partnership Agreement which read as follows:
Schedule 2.6 to the Partnership Agreement is hereby
amended by changing the Additional Cash Capital Contribution
Commitments set forth in Column (3) thereof as follows: the
additional commitment of Advanta Partners LP is hereby
reduced from $1,000,000 to $144,223; the additional
commitment of RMH Interactive Technologies, LLC is hereby
reduced from $460,785 to $138,567; accordingly, the total
additional commitments is hereby reduced from $1,460,785 to
$282,790. The parties acknowledge and agree that as of
September 26, 2000, Advanta Partners LP has contributed
$64,494 and RMH Interactive Technologies, LLC has
contributed $61,965 of their respective Additional Cash
Capital Contribution Commitments. Accordingly, Advanta
Partners LP and RMH Interactive Technologies, LLC have
outstanding Additional Capital Contribution Commitments of
$79,729 and $76,602, respectively.
Schedule 3.1 to the Partnership Agreement is hereby
amended by deleting the second paragraph thereof in its
entirety. The parties acknowledge and agree that as of
September 26, 2000, RMH Interactive Technologies, LLC has
contributed an aggregate of $642,814 in trade credits, or
$142,815 in excess of its aggregate obligations under
Schedule 3.1.
Section 3.2.2 of the Partnership Agreement is hereby
deleted and replaced in its entirety as follows:
"Notwithstanding any other provision of this Agreement
to the contrary, the RMH Limited Partner may elect, at
its sole discretion, to make additional capital
contributions to the Partnership of
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up to $642,815, in the form of additional trade credit
beyond its commitments pursuant to Schedule 3.1, as
evidenced by an unsecured note bearing interest at the
rate of 15% per annum, payable annually in kind as
evidenced by an increase in the principal payable under
the note by the amount of the accrued interest. The
principal and accrued interest on such note may be
converted, at the election of the RMH Limited Partner,
into Percentage Interests in the Partnership based upon
a value for 100% of the Partnership Interests held by
the Limited Partners at $2,243,574 before any such
contributions. For example, if the RMH Limited Partner
were to make an additional capital contribution of
$100,000 at a time when the Percentage Interests of the
Advanta Limited Partner, The RMH Limited Partner and
the General Partner were 50.5%, 48.5% and 1%
respectively, then following that contribution and
conversion of the note, the Percentage Interests of the
Advanta Limited Partner, the RMH Limited Partner and
the General Partner would be 48.32%, 50.68%, and 1%,
respectively"
RESOLVED, that the members of the Company hereby recommend that the
partners of the Partnership approve and adopt the foregoing amendments to
the Partnership Agreement.
RESOLVED, that the members of the Company hereby approve the requests
of each of Advanta Partners LP and RMH Interactive Technologies, LLC that
all remaining Additional Cash Capital Contribution Commitments be
contributed to the Partnership promptly after the date hereof and that such
funds shall be used solely for payment of the $156,331.22 of vendor
accounts set forth in Schedule I attached hereto.
RESOLVED, that the members of the Company hereby approve the capital
contributions by the RMH Limited Partner of up to $642,815 in the form of
additional trade credits in excess of the commitments of the RMH Limited
Partner pursuant to Schedule 3.1 of the Partnership Agreement, evidenced by
an unsecured note bearing interest at the rate of 15% per annum, payable
annually in kind as evidenced by an increase in the principal payable
under the note by the amount of the accrued interest, such note to be
convertible at the election of the RMH Limited Partner into Partnership
Interests as provided in the foregoing resolutions, and that this approval
hereby satisfies all requirements of Section
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5.2.20 of the Partnership Agreement in respect of such capital
contributions; and the members of the Company hereby approve the treatment
of the $142,815 in trade credits which have been advanced by the RMH
Limited Partner as of September 26, 2000 in excess of the commitments of
the RMH Limited Partner as a portion of the up to $642,815 in such
additional trade credits, such $142,815 to be deemed to have been
contributed to the Partnership as of August 1, 2000 and earning interest at
the above rate as of such date.
RESOLVED, that in its capacity as general partner of the Partnership,
the Company hereby approves the foregoing amendments to the Partnership
Agreement in the form set forth above and the other resolutions set forth
above.
ADVANTA PARTNERS LP RMH INTERACTIVE TECHNOLOGIES, LLC
By: Advanta GP Corp. By: RMH Teleservices, Inc.
By: /s/ Gary H. Neems By: /s/ Noah Asher
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Vice President
September 27, 2000
