Exhibit 2.2
AMENDMENT No. 1 TO NOTE PURCHASE AGREEMENT
AMENDMENT No. 1 TO NOTE PURCHASE AGREEMENT (the "Amendment"), dated as of
July 31, 2003, to the Note Purchase Agreement (the "Agreement"), dated as of
April 15, 2003, by and between Group 1 Software, Inc., a Delaware corporation
("Lender") and Sagent Technology, Inc., a Delaware corporation (the "Company").
RECITALS
WHEREAS, unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed to them in the Agreement;
WHEREAS, on April 15, 2003 Lender and the Company executed the Agreement,
pursuant to which, among other things, Lender agreed to purchase, and the
Company agreed to sell, secured promissory notes in the aggregate principal
amount of up to $7,000,000;
WHEREAS, the parties desire to amend the Agreement to provide for the
issuance of up to an additional $2,000,000 of secured promissory notes;
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth herein and other good and valuable consideration, the parties agree as
follows:
The Notes.
(a) The last sentence of Section 2(a) is hereby amended by deleting
the number $7,000,000 and replacing it with "$9,000,000."
(b) The following shall be added to the end of Section 2(c): "In
addition, the Company may thereafter elect, from time to time, to borrow
up to an additional $2,000,000 subsequent to the Second Closing, by
issuance of one or more secured promissory notes in the principal amount
of such additional borrowing(s) in multiples of $1,000,000; provided,
however, that Lender's obligation to make any subsequent loans is subject
to the satisfaction of the conditions set forth in Section 5(b)."
Effectiveness. This Amendment shall be deemed effective as of the date first set
forth above. Except as amended hereby, the Agreement shall remain in full force
and effect and shall be otherwise unaffected hereby.
Application of Security Agreement. It is expressly agreed and understood by the
parties that the security interest provided to Lender under that certain
Security Agreement, dated as of April 15, 2003 between the Company and Lender
(the "Security Agreement") shall apply in all respects to any additional
borrowings by the Company provided for under the Amendment and all references
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to the term "Notes" contained in the Security Agreement shall include any
additional promissory notes issued pursuant to this Amendment.
Governing Law. THIS AMENDMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF
CALIFORNIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Counterparts. This Amendment may be executed in one or more counterparts, each
of which will be deemed to be an original copy of this Amendment and all of
which, when taken together, will be deemed to constitute one and the same
agreement. Copies of executed counterparts transmitted by telecopy or other
electronic transmission service shall be considered original executed
counterparts, provided receipt of copies of such counterparts is confirmed.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
GROUP 1 SOFTWARE, INC.
By: /s/
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Name:
Title:
SAGENT TECHNOLOGY, INC.
By:
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Name:
Title:
