Exhibit 10.37
February 11, 2002
Reference is made to that certain Credit Agreement (the "Credit Agreement")
dated as of December 31, 2001 between Iris Graphics Inc. and Printcafe Software,
Inc., formerly known as printCafe, Inc. ("Printcafe"). Iris Graphics Inc. hereby
waives the Event of Default (as defined in the Credit Agreement) for the fiscal
quarter ended December 31, 2001 due to Printcafe's failure to meet the OCF (as
defined in the Credit Agreement) covenant set forth in Section 6.1(d) of the
Credit Agreement provided that the following OCF amounts and Minimum Threshold
Requirements (b) (as defined in the Credit Agreement) replace the amounts
currently provided for in the Credit Agreement:
Operating Cash Flow:
Fiscal Quarter OCF Trailing Four Quarter OCF
-------------- --- -------------------------
3/31/2002 $400,000 NA
6/30/2002 $900,000 NA
9/30/2002 $1,400,000 $2,100,000
12/31/2002 $1,900,000 $4,600,000
3/31/2003 $2,250,000 $6,450,000
6/30/2003 $2,650,000 $8,200,000
9/30/2003 $3,050,000 $9,850,000
12/31/2003 $3,300,000 $11,250,000
3/31/2004 $3,500,000 $12,500,000
6/30/2004 $3,750,000 $13,600,000
9/30/2004 $4,000,000 $14,550,000
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Minimum Threshold Requirements:
Fiscal Quarter OCF Trailing Four Quarter OCF
-------------- --- -------------------------
3/31/2002 $354,000 NA
6/30/2002 $647,000 NA
9/30/2002 $555,000 $956,000
12/31/2002 $1,175,000 $2,731,000
3/31/2003 $1,319,000 $3,696,000
6/30/2003 $1,458,000 $4,507,000
9/30/2003 $3,050,000 $7,002,000
12/31/2003 $3,300,000 $9,127,000
3/31/2004 $3,500,000 $11,308,000
6/30/2004 $3,750,000 $13,600,000
9/30/2004 $4,000,000 $14,550,000
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/s/ Xxxxx Xxxxxxxxxx
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Iris Graphics, Inc.
Xxxxx Xxxxxxxxxx
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Name
Manager, Mergers & Acquisitions (Creo Products Inc.,
parent of Iris Graphics Inc.)
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Title