EXHIBIT 10.20
FIRST AMENDMENT TO AMENDED AND RESTATED SUBSCRIPTION LICENSE AGREEMENT
This First Amendment to Amended and Restated Subscription License
Agreement ("Amendment") is entered into as of February 1, 2002 on this 28th day
of February, 2002, by and among VerticalNet, Inc., ("VNI"), VerticalNet
Enterprises LLC d/b/a VerticalNet Solutions ("VNE; and collectively with VNI,
"Vert""), and Converge, Inc., a Delaware corporation ("Converge").
BACKGROUND
A. VNI, VNE and Converge entered into an Amended and Restated Subscription
License Agreement dated as of October 1, 2001 (the "Restated SLA").
B. VNI, VNE and Converge desire to amend the Restated SLA effective as of
February 1, 2002.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. EXTENSION OF PRODUCT TERM. Section 1.2.29 of the Restated SLA is hereby
amended by deleting the date "March 31, 2003" in clause (a) thereof and
inserting the date "December 31, 2003" in its place.
2. SECURITY INTEREST. In consideration for the execution and delivery of this
Amendment by Vert, Converge has, pursuant to a Security Agreement dated as of
February 28, 2002 (the "Security Agreement"), granted to Vert a lien upon and
security interest in certain Collateral (as defined in the Security Agreement)
in order to secure the timely payment of all amounts owing by Converge to Vert
under the Restated SLA, as amended by this Amendment.
3. PREPAYMENT. On March 1, 2002, Converge shall make without penalty a partial
prepayment, in the amount of $750,000, of the $4,500,000 payment that is due and
owing by Converge on May 1, 2002 under Section 3.1 of, and Exhibit B to, the
Restated SLA.
4. GOVERNING LAW. This Amendment shall be governed by the laws of the
Commonwealth of Pennsylvania as applied to agreements entered into and to be
performed entirely within Pennsylvania between Pennsylvania residents, excluding
its conflicts of law provisions.
5. RATIFICATION. Except as specifically modified by this Amendment, all of the
provisions of the Restated SLA are hereby ratified and confirmed to be in full
force and effect.
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6. BINDING EFFECT. This Amendment shall be binding upon, and shall inure to the
benefit of, VNI, VNE and Converge and their respective successors and permitted
assigns.
7. COUNTERPARTS. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument. This Amendment shall become binding when
any one or more counterparts hereof, individually or taken together, bear the
signatures of authorized representatives of each of VNI, VNE and Converge. For
the purposes hereof, a facsimile copy of this Amendment, including the signature
pages hereto, shall be deemed an original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized representatives as of the date first written above in this
Agreement.
VerticalNet, Inc. Converge, Inc.
By:__________________________________ By:________________________________
_____________________________________ ___________________________________
(Print Name) (Print Name)
Title:_______________________________ Title:_____________________________
VerticalNet Enterprises LLC
By:__________________________________
_____________________________________
(Print Name)
Title:_______________________________
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