Exhibit 4.1



 



EXHIBIT 4.1


RAINING DATA CORPORATION F/K/A OMNIS TECHNOLOGY CORPORATION


AMENDMENT TO SECURED PROMISSORY NOTE


     This AMENDMENT TO SECURED PROMISSORY NOTE is entered into as of this 10th
day of June 2002, by and between Raining Data Corporation, f/k/a Omnis
Technology Corporation, a Delaware corporation (the “Company”) and Astoria
Capital Partners, L.P. (the “Holder”).


RECITALS


     WHEREAS, in connection with that certain Note and Warrant Purchase
Agreement, dated November 30, 2000 (the “Note Purchase Agreement”), the Company
issued to the Holder a Secured Promissory Note, dated November 29, 2000 (the
“Note”), bearing interest at a rate of eight percent (8%) per annum on the
Principal compounded annually from the date of issuance;


     WHEREAS, pursuant to the terms of the Note, the principal and accrued
interest on the Note shall be due and payable upon the earlier to occur of (i)
the second anniversary of the date of issuance of the Note or (ii) the closing
of any public or private offering of shares of Common Stock or preferred stock
by the Company as an issuer (the “Maturity Date”);


     WHEREAS, the Company and Holder desire to amend the Maturity Date of the
Note to provide that the Principal and accrued interest on the Note shall be
due on May 30, 2003; and


     WHEREAS, the Company and the Holder further desire to amend the interest
rate on the Note to ten percent (10%) per annum, effective June 30, 2002.


     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


     1. Definitions. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Note.


     2. Amendments. The Note is hereby amended as follows:


          (a) Section 1 of the Note (“Principal and Interest”) is hereby amended and
restated in its entirety to read as follows:



     “Raining Data Corporation F/K/A Omnis Technology Corporation, a Delaware
corporation (the “Company”), for value received, hereby promises to pay to the
order of Astoria Capital Partners, L.P. (the “Holder”) the amount of eighteen
million five hundred twenty-five thousand four hundred sixteen dollars and
sixty-seven cents ($18,525,416.67) (“Principal”) plus accrued interest in
lawful money of the United States or as otherwise hereinafter set forth. This
Secured Promissory Note (the


 








 



 “Note”) is being issued pursuant to that certain Note and Warrant Purchase
Agreement between the parties of even date herewith (“Agreement”).


     This Note shall bear interest at the rate of Eight Percent (8%) per annum
until June 30, 2002, and thereafter shall bear interest at a rate of Ten
Percent (10%) per annum, on the Principal compounded annually from the date of
issuance of this Note until paid in full. Payment of Principal and interest
under this Note shall be due (the “Maturity Date”) on the earlier of (i) May
30, 2003 or (ii) the closing of any public or private offering of shares of
Common Stock or preferred stock by the Company as issuer (“Offering”), as
herein further provided; unless there is an Event of Default (as defined in
Section 2 hereof) in which case such payment shall be accelerated.


     Upon payment in full of the Principal hereof and accrued interest
hereunder, this Note shall be cancelled and shall be surrendered to the
Company.


     The Principal and interest on this Note shall be payable to the Holder
hereof at such address as the Holder shall from time to time designate by
written notice to the Company pursuant to the Agreement.”


     3. No Changes. All other terms, conditions and representations in the
Note shall remain unaltered by this Amendment.


     4. Governing Law. This Amendment and all actions arising out of or in
connection with this Amendment or the Note shall be governed by and construed
in accordance with the laws of the State of California, without regard to the
conflicts of law provisions of the State of California, or of any other state.


     5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall be deemed to constitute one instrument.


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COMPANY:


RAINING DATA CORPORATION,

a Delaware corporation

	 	 	 
	By:
	
/s/ Carlton H. Baab

	 
	



	 
	
Carlton H. Baab

Chief Executive Officer





	 	HOLDER:




	 	ASTORIA CAPITAL PARTNERS, L.P.


	 	 	 
	 	By:   	/s/ Richard W. Koe
	 	





	 	 	 
	 	Name: 	 Richard W. Koe
	 	




	 	 	 
	 	Title:   	 General Partner
	 	




[Signature Page to Amendment to Secured Promissory Note]



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