AMENDMENT NO. 1
TO
PURCHASE AGREEMENT
THIS AMENDMENT NO.1 ("Amendment") effective as of this 22nd day of November,
1999 is made by and between Nortel Networks, Inc. ("Nortel Networks") with
offices located at 0000 X. Xxxxxx Xxxx - Xxxxxx Xxx., Research Xxxxxxxx Xxxx,
Xxxxx Xxxxxxxx 00000 and Log on America, Inc. ("Company") with offices located
at 0 Xxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000.
WHEREAS, the parties entered into a master purchase agreement dated May 18, 1999
("Agreement") for the purchase of various products and services and capitalized
terms not otherwise defined herein have their respective meanings set forth in
the Agreement;
WHEREAS, in order to document a new multi-product commitment, the parties agree
to add terms and conditions for the purchase of certain additional products to
the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein set
forth, the parties agree as follows:
1. Section 1.(d) of the Agreement is hereby deleted in its entirety and replaced
with the following:
d) Company commits to purchase and pay for an aggregate net amount of
"Products and Services as identified in Exhibit B ("Committed Products")
prior to December 31, 2001. Such Committed Products shall be purchased
under the terms and conditions of this Agreement, or under the superseding
provisions of a lease or loan agreement. ("Financing Agreement") which the
parties intend to negotiate prior to shipment of those Committed Products.
Any Committed Products for which Company chooses to use funds from the
Financing Agreement shall hereinafter be referred to as "Financed Product."
The total purchase of the Committed Products shall be for an aggregate net
amount of forty-seven million one hundred sixty-six thousand five hundred
and thirty dollars ($47,166,530) ("Commitment"). In the event Company does
not purchase and pay for the totl net amount of the Commitment by December
31, 2001 then Nortel Networks shall on or about December 31, 2001, the
parties may mutually agree in writing to extend the date by which the
Commutment must be fulfilled from Decmeber 31, 2001 to a date no later than
June 30, 2002. Notwithstanding anything to the contrary contained herein,
Company may at any time cancel and/or refuse to purchase and pay for any
portion of the Services defined within the term of Committed Products up to
and including six million seven hundred fifty-four thousand three hundred
and eight dollars ($6,754,308) of the Commitment.
2. A new Section 1.e) is hereby added to the Agrement as follows:
c) Nortel Networks and Company intend to enter into a separate promotional
allowance agreement on or before January 31, 2000.
3. Exhibit B of the Agreement shall be deleted in its entirety and replaced with
Exhibit B attached hereto.
4. For purposes of this Agreement "Shasta Products" shall mean Products listed
under the heading "Shasta" in Exhibit B.
5. Exhibit A, Supplemental Terms Annex shall be amended by adding in the
reference to Article 9, Section a) the following warranty periods;
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Data Product Hardware Software Services
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Shasta Products 12 months from ship date 90 days from ship date 12 months from completion
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6. Attachment I to Exhibit A Supplemental Terms Annex shall be amended by adding
F. Shasta Products.
Except as expressly amended above, all provisions of the Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first set forth above.
LOG ON AMERICA, INC. NORTEL NETWORKS, INC.
By: /s/ By:
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(signature) (signature)
Title: CE Title:
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Date: / /99 Date:
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