EXHIBIT 10.68
ZEFER Corp.
First Amendment to Convertible Subordinated Promissory Note Due May 28, 2002
June 22, 2000
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WHEREAS, ZEFER Corp., a Delaware corporation (the "Company") and
Renaissance Worldwide, Inc., a Delaware corporation ("Renaissance") have entered
into that certain Convertible Subordinated Promissory Note Due May 28, 2002 (the
"Original Note"); and
WHEREAS, the parties acknowledge and agree that the Original Note has been
lost or destroyed, and pursuant to Section 5(c) of the Original Note, a
replacement note of like tenor and unpaid principal amount was made by the
Company and delivered to Renaissance (the "Replacement Note"); and
WHEREAS, each of the Company and Renaissance desire to amend the
Replacement Note as set forth herein;
NOW THEREFORE, in consideration of the mutual covenants and premises set
forth herein, and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
1. The first sentence, fourth line of the Replacement Note is hereby
amended by deleting the words "May, August, November and February" and inserting
"August, November, February and May" in lieu thereof.
2. The first sentence, fifth line is hereby amended by deleting the words
"May 28, 2000" and inserting the words "August 28, 2000" in lieu thereof.
3. The first sentence, tenth line is hereby amended by deleting the words
"May 28, 2002" and inserting the words "August 28, 2002" in lieu thereof.
4. Except as specifically amended hereby, all other provisions of the Note
shall remain in full force and effect.
5. Company agrees that it will make the payment of interest due under the
Replacement Note on May 28, 2000 within one (1) business day of the date hereof.
Subject to the receipt by Renaissance of such interest payment, Renaissance
agrees that any payment defaults by the Company with respect to the Original
Note arising prior to the date hereof are hereby waived, and acknowledges that
upon receipt of such interest payment, the Company shall not be in default of
any of the provisions of the Replacement Note.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
ZEFER CORP.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: General Counsel
RENAISSANCE WORLDWIDE, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President, CFO and Treasurer
