First Amendment to Standby Purchase Agreement



Exhibit 10.30 
 

	*	 	Represents confidential information for which Ariba, Inc. is seeking confidential treatment with the Securities and Exchange Commission 

 
FIRST AMENDMENT TO 
STANDBY PURCHASE AGREEMENT 
 
This First Amendment to Standby Purchase Agreement (the “First Amendment”), effective as of June 30, 2002 (the “Amendment
Date”), amends that certain Standby Purchase Agreement (the “Standby Purchase Agreement”), dated December 10, 2001, among SOFTBANK EC HOLDING CORP. (“SBEC”), Ariba, Inc. (“Ariba”) and Nihon Ariba K.K. (the
“Company”). Terms not otherwise defined in this Amendment shall have the meaning given to them in the Agreement. 
 
WHEREAS, the parties to this First Amendment met in Tokyo during the week of June 3, 2002, to come to an agreement regarding, among other
things, an extension of the expiration date of any credits toward [*] Licenses. 
 
SBEC, Ariba and the Company hereby agree that effective as of the Amendment Date, the Standby Purchase Agreement is amended as follows: 
 

	 	1.	 	Revenue Targets.    The table set forth in Section 1(a) is deleted and replaced with the following: 

 

	 Revenue Period

	    	 Revenue Target

	    	 Revenue Date


	 1.
	    	 [*]
	    	 [*]

	 2.
	    	 [*]
	    	 [*]

	 3.
	    	 [*]
	    	 [*]

	 4.
	    	 [*]
	    	 [*]

	 5.
	    	 [*]
	    	 [*]

	 6.
	    	 [*]
	    	 [*]

	 7.
	    	 [*]
	    	 [*]

	 8.
	    	 [*]
	    	 [*]

	 9.
	    	 [*]
	    	 [*]

	 10.
	    	 [*]
	    	 [*]

	 Total                         
	    	 [*]
	    	 [*]


 

	 	2.	 	[*] Payments.    Section 3(a).    The reference to the date “March 31, 2004” in clause (iv) of the last
sentence of Section 3(a) is deleted and replaced with the date “September 30, 2004”; provided, however, that if SBEC fails to timely satisfy its [*] Payment obligation under such Section 3(a) with respect to any Revenue Period, then the
terms of this Paragraph 2 shall be null and void and of no further force or effect. 

 

	 	3.	 	Successors and Assigns.    Except as otherwise provided herein, the terms and conditions of this First Amendment shall inure to the
benefit of and be binding upon the respective permitted successors and assigns of the parties. 

 









 

	 	4.	 	Counterparts.    This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute the same instrument. 

 

	 	5.	 	Amendments and Waivers.    Any term of this First Amendment may be amended only with the written consent of the parties. Except as
explicitly and unambiguously stated in this First Amendment, all terms, conditions and provisions of, and all rights and obligations arising under, the Standby Purchase Agreement remain unchanged by this First Amendment and shall continue in full
force and effect, and interpretation of this First Amendment shall be governed by all of the terms of the Standby Purchase Agreement. This First Amendment shall not affect any rights or obligations of any party hereto or any of its affiliates under
any other agreement between or among the parties hereto or such affiliates (including, without limitation, the Release, Reimbursement and Payment Agreement dated as of December 10, 2001 by and among SBEC, the Company, Ariba and Softbank Corp.).


 
IN WITNESS WHEREOF, the parties
have executed this First Amendment as of the date first above written. 
 

	 SOFTBANK EC HOLDING CORP.

	
	 By:
	 	     /s/    KEN MIYAUCHI


	 	 	 Name:    Ken Miyauchi
 Title:    CEO

	
	 NIHON ARIBA K.K.

	
	 By:
	 	 /s/    RYO MIYASHITA


	 	 	 Name:    Ryo Miyashita
 Title:    President and CEO

	
	 ARIBA, INC.

	
	 By:
	 	 /s/    MICHAEL FANCHER


	 	 	 Name:    Michael Fancher
 Title:    Vice President and Corporate Controller



 

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