Exhibit 10.36
PREPAYMENT AGREEMENT
PREPAYMENT AGREEMENT (this "Agreement"), dated as of March 25, 2002,
between Printcafe Software, Inc., a Delaware corporation (the "Borrower"),
formerly known as printCafe, Inc. and Iris Graphics Inc., a Delaware corporation
(the "Lender") and a wholly-owned subsidiary of Creo Inc., a federally
incorporated Canadian corporation.
WHEREAS, the Borrower and the Lender are parties to a Credit Agreement
dated as of December 31, 2001 (the "Credit Agreement"); and
WHEREAS, the Borrower and the Lender wish to provide for the prepayment
by the Borrower of the outstanding principal balance of the Term Loan, together
with all accrued interest thereon, upon the consummation of the Borrower's
initial public offering of shares of its common stock.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the Borrower and the Lender agree as follows:
1. Definitions. "IPO" shall have the meaning ascribed to such term in
the Borrower's Sixth Amended and Restated Certificate of Incorporation. All
other capitalized terms used herein and not defined herein shall have the
meaning ascribed to such terms in the Credit Agreement.
2. Prepayment. Within two business days of the consummation of the
Borrower's IPO, the Borrower shall pay the Lender the following amounts in full
satisfaction of all outstanding Obligations under the Credit Agreement and the
other Loan Documents: (i) the outstanding principal balance of the Term Loan,
which amount is $23,600,000; (ii) all accrued and unpaid interest on the Term
Loan through and including the date of prepayment; and (iii) a fee in the amount
of $3,500,000 (the sum of the amounts in clauses (i), (ii), and (iii) of this
Section 0, xxx "Xxxxxx Xxxxxx"); provided, however, that in the event that the
IPO does not occur by June 30, 2002, the Payoff Amount shall equal all accrued
and unpaid interest on the Term Loan through and including the date of
prepayment plus the following principal and prepayment fee amounts based on the
period in which the prepayment is made, as set forth below:
PERIOD PRINCIPAL PREPAYMENT FEE
04/01/02 through 06/30/02 $23,600,000 $3,500,000
07/01/02 through 09/30/02 $23,600,000 $3,000,000
10/01/02 through 12/31/02 $23,600,000 $2,500,000
01/01/03 through 03/31/03 $23,600,000 $2,000,000
04/01/03 through 06/30/03 $23,600,000 $1,500,000
07/01/03 through 09/30/03 $23,600,000 $1,000,000
10/01/03 through 12/31/03 $23,600,000 $ 500,000
01/01/04 and any period $23,600,000 As set forth under the terms of
thereafter the Credit Agreement
3. Lender's Acknowledgment. The Lender acknowledges and agrees that
upon, and effective as of, the time of receipt by the Lender of the Payoff
Amount all indebtedness of the Borrower to the Lender under the Credit
Agreement, any Note or any other Loan Document shall be fully paid and
discharged; all security interests and other liens granted to or held by the
Lender as security for such indebtedness shall be forever satisfied, released,
and discharged; and all other Obligations owing to the Lender under the Credit
Agreement, any Note or any other Loan Document shall be released and discharged
(except only those that are specified in the Credit Agreement, Note or any other
Loan Document as surviving such agreement's termination which shall, as so
specified, survive without prejudice and remain in full force and effect).
4. Termination of Liens. The Lender shall promptly deliver to the
Borrower or the Borrower's representatives, such instruments of release and
discharge pertaining to any security interest or lien granted to or held by
Lender as security for the indebtedness of the Borrower to the Lender under the
Credit Agreement, any Note or any other Loan Document in any of the property of
the Borrower as the Borrower may reasonably request to effectuate, or reflect of
public record, the release and discharge of all such security interests and
liens. The Lender shall promptly deliver to the Borrower any Collateral held by
the Lender. The Lender authorizes the Borrower or its representatives to
terminate any outstanding financing statements filed pursuant to the Uniform
Commercial Code in order to effectuate the foregoing.
5. Payment of Lender's Expenses. The Borrower agrees to pay the
reasonable fees and expenses of counsel and accountants for the Lender incurred
in connection with the negotiation, documentation, and delivery of this
Agreement in an aggregate amount not to exceed $5,000.
6. Notices. All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (including by telecopy), and,
unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when delivered, or three Business Days after being deposited in
the mail, postage prepaid, or, in the case of telecopy notice, when received,
addressed as follows in the case of the Borrower and the Lender, or to such
other address as may be hereafter notified by the respective parties hereto:
Borrower: Printcafe Software, Inc.
Forty 00xx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: President
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
Lender: Iris Graphics Inc.
0 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxx, President
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
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7. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Borrower and the Lender and all future holders of
the Term Loan, and their respective successors and assigns.
8. Counterparts; Facsimile. This Agreement may be executed by one or
more parties to this Agreement 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 Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.
9. Governing Law. This Agreement and the rights and obligations of the
parties under this Agreement shall be governed by, and construed and interpreted
in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered by their duly authorized officers as of the date first
above written.
PRINTCAFE SOFTWARE, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: CFO & COO
IRIS GRAPHICS INC.
By: /s/ M. Dance
------------------------------
Name: M. Dance
Title: Director
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