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EXHIBIT 99.4
PROMISSORY NOTE
December 31, 2000
FOR VALUE RECEIVED, Joseph Galli, Jr. ("Borrower") hereby promises to
pay to the order of VerticalNet, Inc., a Pennsylvania corporation ("Lender" of
"VerticalNet"), at 700 Dresher Road, Horsham, PA 19044, or at such other address
as the holder of this Promissory Note ("Note") may specify in writing, the
principal sum of Two Million Three Hundred Thirty Three Thousand Three Hundred
Thirty Three Dollars and no cents ($2,333,333.00) plus interest in the manner
and upon the terms and conditions set forth below.
1. Rate of Interest. The principal balance of this Note shall bear interest from
the date hereof at a per annum rate equal to six and one-half percent (6.5%).
Interest charged on this Note shall be computed on the basis of a 360 day year
for actual days elapsed. In no event whatsoever shall the amount paid or agreed
to be paid to Lender for the use, forbearance or detention of the principal
amount due hereunder exceed the maximum amount permissible under applicable law.
If from any circumstance whatsoever the fulfillment of any provision hereof
involves exceeding the maximum rate of interest chargeable under applicable law,
then, ipso facto, such obligation shall be reduced to an amount which would be
payable upon utilization of such maximum rate of interest.
2. Maturity Dates. Principal amount of $2.0 million (the "First Loan") and
interest on the principal amount of the First Loan shall be due and payable in
full on June 30, 2001. Principal amount of $333,333 (the "Second Loan") and
interest on the principal amount of the Second Loan shall be due and payable in
full on June 1, 2002. Borrower shall have the right at any time to prepay the
principal amount of the First Loan and/or the Second Loan, provided, however,
that Borrower shall also prepay all interest accrued on such principal amount
prepaid.
3. Change of Control. If a Change of Control occurs on or before the earlier of
(a) June 30, 2001, or (b) the payment in full by Borrower of the First Loan,
then upon such Change of Control any outstanding principal and interest under
this Note shall be cancelled and shall no longer be due and payable by Borrower
to Lender. For purposes of this Note, "Change of Control" shall mean: (1) Any
"person" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934) becomes a "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of VerticalNet
representing more than 50% of the voting power of the then outstanding
securities of VerticalNet; or (2) the merger or consolidation of VerticalNet
with another corporation where the shareholders of VerticalNet, immediately
prior to the merger or consolidation, will not beneficially own, immediately
after the merger or consolidation, shares entitling such shareholders to more
than 50% of all votes to which all shareholders of the surviving corporation
would be entitled in the election of directors (without consideration of the
rights of any class of stock to elect directors by a separate class vote), or
(3) the sale or other disposition of all or substantially all of the assets of
VerticalNet, or (4) a liquidation or dissolution of VerticalNet.
4. Events of Default. The occurrence of any of the following shall constitute an
"Event of Default" hereunder: (a) failure by Borrower to pay the principal and
interest under this Note on or before any maturity date; or (b) an insolvency
proceeding is commenced against Borrower.
5. Rights and Remedies. Upon an Event of Default, in addition to any other
rights and remedies available to Lender at law or at equity, Lender may (but
shall not be obligated to), at its sole and absolute discretion and without
demand or notice to Borrower, which notice is hereby expressly
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waived, accelerate and declare immediately due and payable all outstanding
principal and interest of this Note, whether or not otherwise due and payable.
6. General Provisions.
a. If this Note is not paid when due, Borrower further promises to pay
all costs of collection, foreclosure fees, and reasonable attorneys' fees
incurred by Lender, whether or not suit is filed hereon.
b. Borrower hereby consents to any and all renewals, replacements,
and/or extensions (none of which Lender is obligated to grant to Borrower) of
time for payment of this Note before, at, or after maturity.
c. Presentment for payment, demand, notice of dishonor, protest, and
notice of protest are hereby expressly waived.
d. Any waiver of any rights under this Note or under any other
agreement, instrument, or paper signed by Borrower is neither valid nor
effective unless made in writing and signed by the holder of this Note.
e. No delay or omission on the part of the holder of this Note in
exercising any right shall operate as a waiver thereof or of any other right.
f. A waiver by the holder of this Note upon any one occasion shall not
be construed as a bar or waiver of any right or remedy on any future occasion.
g. Should any one or more of the provisions of this Note be determined
illegal or unenforceable, all other provisions shall nevertheless remain
effective.
h. This Note may not be changed, modified, amended, or terminated
orally.
i. This Note shall be governed by, and construed and enforced in
accordance with, the laws of the Commonwealth of Pennsylvania, without reference
to the principles of conflicts of laws thereof.
7. Venue; Jurisdiction; Waiver of Trial by Jury
THE UNDERSIGNED AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS NOTE SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND
FEDERAL COURTS LOCATED IN THE COUNTY OF MONTGOMERY, COMMONWEALTH OF PENNSYLVANIA
OR, AT THE SOLE OPTION OF LENDER, IN ANY OTHER COURT IN WHICH LENDER SHALL
INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER
JURISDICTION OVER THE MATTER IN CONTROVERSY. THE UNDERSIGNED WAIVE, TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY
PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 6. THE UNDERSIGNED, TO THE
EXTENT IT MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY
OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR
WITH RESPECT TO THIS NOTE, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR
INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT
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TO THIS NOTE OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE. THE UNDERSIGNED, TO THE EXTENT IT MAY LEGALLY DO SO, HEREBY
AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL
BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT THE HOLDER OF THIS NOTE MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7 WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE UNDERSIGNED TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.
IN WITNESS WHEREOF, this Note has been executed and delivered on the
date first set forth above.
/s/ Joseph Galli, Jr.
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Joseph Galli, Jr.
