EXHIBIT 10.86
AMENDMENT NO. 1 TO WARRANT PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO WARRANT PURCHASE AGREEMENT is entered as of August
1, 2003 by and among Workflow Management, Inc., a Delaware corporation (the
"Company") and each of the undersigned lending institutions (the
"Participants").
WHEREAS, the Company and the Participants are parties to that certain
Warrant Purchase Agreement dated as of January 15, 2003 (the "Agreement"),
pursuant to which a Warrant (as defined in the Agreement) was issued by the
Company to each Participant; and
WHEREAS, in connection with certain loan modification transactions of even
date herewith among the Company and the Participants, the parties desire to
amend the Agreement in the manner hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Amendments.
1.1 Section 2.1 of the Agreement is hereby amended by changing the
number 1,000,000 appearing therein to 2,400,000.
1.2 The Schedule of Participants attached to the Agreement is hereby
deleted and replaced with the Schedule of Participants attached hereto.
2. No Other Changes. Except as amended by this Amendment No. 1, the
Agreement shall remain in full force and effect as originally written.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Warrant Purchase Agreement as of the date first above written.
Company:
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WORKFLOW MANAGEMENT, INC.
By: /s/ Workflow Management, Inc.
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Title:
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Participants:
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FLEET NATIONAL BANK
By: /s/ Fleet National Bank
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Title:
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BANK ONE, N.A.
By: /s/ Bank One
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Title:
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BANK OF AMERICA
By: /s/ Bank of America
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Title:
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COMERICA BANK
By: /s/ Comerica Bank
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Title:
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0
XXXXX XXXX XX XXXXXXXXXX, N.A.
By: /s/ Union Bank of California
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Title:
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NATIONAL CITY BANK
By: /s/ National City Bank
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Title:
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CHEVY CHASE BANK, F.S.B.
By: /s/ Chevy Chase Bank
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Title:
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LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Lasalle Bank National Association
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Title:
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Schedule of Participants
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Maximum Aggregate
Number of
Participant Name Warrant Shares
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1. Fleet National Bank 600,000
2. Bank One, N.A. 420,000
3. Comerica Bank 300,000
4. Bank of America 300,000
5. Union Bank of California, N.A. 300,000
6. National City Bank 180,000
7. Chevy Chase Bank, F.S.B. 120,000
8. LaSalle Bank National Association 180,000
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