Exhibit 10.42(b)
AMENDMENT NO. 1
TO
AMENDED AND RESTATED
SUBORDINATED NON-NEGOTIABLE PROMISSORY NOTE
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBORDINATED NON-NEGOTIABLE
PROMISSORY NOTE (this "AMENDMENT") is made and entered into as of May 31, 2002
between printCafe Systems, a Delaware corporation (the "COMPANY"), and Xxxxxxx
X. Xxxxxx and Xxxx X. Xxxxxx (collectively, the "HOLDER"). This Amendment amends
the Amended and Restated Subordinated Non-Negotiable Promissory Note dated as of
December 31, 2001 (the "NOTE") between the Company and the Holder and shall
become effective upon closing of an initial public offering (the "Effective
Time") of common stock by Printcafe Software, Inc., parent of the Company. Terms
used herein that are not defined shall have the meanings ascribed thereto in the
Note unless otherwise defined herein.
NOW, THEREFORE, in consideration of the premises and covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and the Lender agree
as follows:
1. PRINCIPAL AMOUNT AND INTEREST. At the Effective Time, the principal amount of
the Note shall be increased from $4,000,000.00 to $4,200,000.00. The unpaid
principal amount of the Note (as amended by this Amendment) shall bear interest
from and after the date of the Effective Time at the rate of 8.0% per annum.
2. AMENDMENT TO SECTION 1 OF THE NOTE. At the Effective Time, Section 1 of the
Note shall be amended to replace "$166,666.66" with "$175,000.00" so that the
entire sentence reads as follows:
"The principal amount of this Note shall be payable in twenty-four (24)
consecutive monthly payments of $175,000.00 commencing January 1, 2003 and
continuing on the first day of each of the next twenty-three (23) months,
with the last principal payment due December 1, 2004."
3. EFFECT ON THE NOTE. Except as amended by this Amendment, the Note remains in
full force and effect.
4. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and inure to the
benefit of the Company and the Holder and their respective successors and
assigns.
5. COUNTERPARTS; FACSIMILE. This Amendment may be executed by one or more
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.
6. GOVERNING LAW. This Amendment shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the laws of the State
of Arizona, without regard to choice of law principles.
7. FEES AND EXPENSES. The Company shall reimburse the Holder for reasonable
attorney fees and expenses incurred in connection with the negotiation and
execution of this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed and delivered on the
date first above written by the duly authorized representative of the Company.
PRINTCAFE SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: CFO & COO
ACKNOWLEDGED, ACCEPTED
AND AGREED THIS 31st DAY
OF MAY, 2002
HOLDER:
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
