FIRST AMENDMENT TO STANDBY PURCHASE AGREEMENT

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

1.

 

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

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.).