EXHIBIT 10.2
AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT is made as of October
9, 2001, by and among AVIDYN, Inc., a Delaware corporation (the "Company"), The
Answer Partnership, Ltd., a Texas limited partnership (the "Partnership"), The
Essential Endowment Trust (the "Trust") and X. Xxxx Xxxx ("Xx. Xxxx").
RECITALS:
WHEREAS, the parties entered into the Securities Purchase Agreement as
of September 28, 2001 (the "Agreement").
WHEREAS, the parties desire to amend the Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. AMENDMENT. Section 1.3 of the Agreement shall be amended in its
entirety to read as follows:
"1.3 Closing. The closing of the sale of the TAP Shares and the Trust
Shares (the "Closing") shall be held at a mutually acceptable time on October
15, 2001. At the Closing, the Partnership shall deliver to the Company the TAP
Shares with appropriate stock powers and the Trust shall deliver to the Company
the Trust Shares with appropriate stock powers. At the Closing, the Company
shall pay the Partnership $385,056 by wire transfer or company check. At the
Closing the Company shall pay the Trust $2,114,944 in cash by wire transfer or
company check and issue a note in the form attached hereto as Exhibit A in the
principal amount of $1,460,000. At the Closing and as a condition of the
Closing, (i) Xx. X. Xxxx Xxxx and the Company must consummate the proposed
transaction wherein Xx. Xxxx cancels his options to purchase 500,000 shares of
AVIDYN Stock and the Company pays Xx. Xxxx $5,000 in consideration thereof and
(ii) Xx. X. Xxxx Xxxx'x salary and benefit shall be decreased by the
compensation committee of the Board of Directors of the Company to an amount
equal to the President of the Company."
2. BINDING EFFECT. The Agreement is hereby ratified and confirmed and
shall remain and continue in full force and effect in accordance with its
original terms and provisions, except as specifically amended hereby.
3. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one document.
4. CONFLICT OF LAWS. This Amendment shall be governed by and construed
in accordance with the laws of the State of Texas without giving effect to its
conflicts of law provisions.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
AVIDYN, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President
The Answer Partnership, Ltd
By: /s/ X. Xxxx Xxxx
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X. Xxxx Xxxx, Managing Partner
The Essential Endowment Trust
By: /s/ Hilre Xxxxxxx Xxxx
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Hilre Xxxxxxx Xxxx, Trustee
/s/ X. Xxxx Xxxx
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X. Xxxx Xxxx
2
EXHIBIT A
PROMISSORY NOTE
Dallas, Texas October 15, 2001
AVIDYN, Inc. (the "Maker"), for value received, hereby promises to pay to the
order of The Essential Endowment Trust (together with any successors or assigns,
the ""Payee"), at the time and in the manner hereinafter provided, the principal
sum of One Million Four Hundred Sixty Thousand Dollars ($1,460,000), together
with interest computed thereon at the rate hereinafter provided. This Note shall
be payable at any address in Dallas, County, Texas as the holder of this Note
shall from time to time designate.
The outstanding principal amount of this Note shall bear interest from the date
hereof until the due date at the lesser rate of (i) 3.79% per annum or (ii) the
maximum rate allowed by law. The principal amount of this Note shall be due and
payable on November 5, 2001, or on such later date as may be agreed to in
writing by Payee. Interest on the outstanding principal amount of this Note
shall be payable on November 5, 2001.
All sums of principal and interest past due under the terms of this Note shall
bear interest at a per annum interest rate equal to the lesser of ten percent
(10%) per annum or the maximum rate allowed by law from the due date thereof
until paid.
In the event of default hereunder and this Note is placed in the hands of an
attorney for collection (whether or not suit is filed), or if this Note is
collected by suit or legal proceedings or through bankruptcy proceedings, the
Maker agrees to pay in addition to all sums then due hereon, including principal
and interest, all expenses of collection, including, without limitation,
reasonable attorneys' fees.
This Note shall be governed by and construed in accordance with the laws of the
State of Texas.
All references to the Maker herein shall, and shall be deemed to, include its
successors and assigns, and all covenants, stipulations, promises and agreements
contained herein by or on behalf of the Maker shall be binding upon its
successors and assigns, whether so expressed or not.
MAKER
AVIDYN, Inc.
By:
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Xxxxxx X. Xxxxxxx, President
