Amendments to Subordinated Convertible Debenture between Micrografx, Inc. and Intergraph Corporation

Summary

Micrografx, Inc. and Intergraph Corporation have agreed to amend the terms of a Subordinated Convertible Debenture originally dated April 16, 1999. If Micrografx is acquired by a specified suitor, Intergraph will receive $3.79 million plus accrued interest in full satisfaction of the debt. The amendments extend the deadline for the acquisition and payment to October 31, 2001, and restrict Intergraph from converting the debenture into Micrografx stock before that date. These changes are intended to facilitate the completion of the acquisition, which is subject to regulatory review and other conditions.

EX-10.2 5 dex102.txt AMENDMENTS TO SUBORDINATED CONVERTIBLE DEBENTURE EXHIBIT 10.2 [MICROGRAFX LETTERHEAD] September 11, 2001 David Lucas Intergraph Corporation MS IW 2008 Huntsville, AL ###-###-#### Dear David: Under the terms of the Subordinated Convertible Debenture dated April 16, 1999 made by Micrografx, Inc. ("Micrografx") and held by Intergraph Corporation ("Intergraph"), as amended by those certain letter agreements dated July 9, 2001 and August 6, 2001 between Micrografx and Intergraph (the "Debenture"), Micrografx will pay Intergraph $3.79 million plus accrued interest in complete satisfaction of Micrografx's obligations under the Debenture if Micrografx is acquired by a company (the "Suitor") who has been in negotiations with Micrografx (the "Acquisition") before the end of September 2001. On July 16, 2001, Micrografx signed and publicly disclosed an agreement with the Suitor whereby the Suitor has agreed to acquire Micrografx through a merger of Micrografx with a wholly owned subsidiary of the Suitor (the "Acquisition Agreement"). Under the terms of the Acquisition Agreement, at the closing of the Acquisition, Micrografx shareholders will either receive (i) cash from the Suitor or (ii) a combination of shares of the Suitor's common stock and participation rights in the Suitor's common stock for their shares of Micrografx common stock. Under the terms of the Debenture, Intergraph will be paid the $3.79 million plus accrued interest upon the closing of the Acquisition. At present, the Securities and Exchange Commission (the "SEC") is conducting a review of the securities filings required to be filed by Micrografx and the Suitor. As a result of this review by the SEC, Micrografx anticipates that the closing of the Acquisition will be delayed until October. The Acquisition Agreement is subject to a number of conditions which require the cooperation from parties that have a financial interest in Micrografx, including Intergraph. In order to satisfy conditions to the Acquisition Agreement, Micrografx would like Intergraph to agree to extend until October 31, 2001, Micrografx's obligation to complete the Acquisition by the Suitor and to pay Intergraph $3.79 million plus accrued interest in complete satisfaction of Micrografx's obligations under the Debenture. Should Intergraph so agree, this will amend the Debenture. If this is acceptable to Intergraph, would you please return a copy of this letter signed on behalf of Intergraph to me via fax initially at ###-###-####, with an original to my attention to the address on the letterhead. Thank you again for your continuing support of Micrografx. Best regards, /s/ Jim Hopkins Jim Hopkins Agreed to on behalf of Intergraph Corporation: /s/ David Vance Lucas --------------------------------- Signature David Vance Lucas --------------------------------- Printed Name Vice President, General Counsel --------------------------------- Title September 12, 2001 ------------------------------- Date [MICROGRAFX LETTERHEAD] August 6, 2001 David Lucas Intergraph Corporation MS IW 2008 Huntsville, AL ###-###-#### Dear David: Under the terms of the Subordinated Convertible Debenture dated April 16, 1999 made by Micrografx, Inc. ("Micrografx") and held by Intergraph Corporation ("Intergraph"), as amended by that certain letter agreement dated July 9, 2001 between Micrografx and Intergraph (the "Debenture"), Micrografx will pay Intergraph $3.79 million plus accrued interest in complete satisfaction of Micrografx's obligations under the Debenture if Micrografx is acquired by a company (the "Suitor") who has been in negotiations with Micrografx (the "Acquisition") before the end of September 2001. On July 16, 2001, Micrografx signed and publicly disclosed an agreement with the Suitor whereby the Suitor has agreed to acquire Micrografx through a merger of Micrografx with a wholly owned subsidiary of the Suitor (the "Acquisition Agreement"). Under the terms of the Acquisition Agreement, at the closing of the Acquisition, Micrografx shareholders will either receive (i) cash from the Suitor or (ii) a combination of shares of the Suitor's common stock and participation rights in the Suitor's common stock for their shares of Micrografx common stock. Under the terms of the Debenture, Intergraph will be paid the $3.79 million plus accrued interest upon the closing of the Acquisition. At present, Micrografx hopes and anticipates that the Acquisition will close before the end of September 2001; however, the closing is subject to a number of conditions and events, including SEC review of the securities filings required to be filed by Micrografx and the Suitor, which may push back the closing of the Acquisition by several weeks. The Acquisition Agreement is subject to a number of conditions which require the cooperation from parties that have a financial interest in Micrografx, including Intergraph. In order to satisfy conditions to the Acquisition Agreement, Micrografx would like Intergraph to agree that it will not exercise its option under the Debenture to convert any part of the Debenture into shares of common stock of Micrografx prior to October 31, 2001. Should Intergraph so agree, this will amend the Debenture. If this is acceptable to Intergraph, would you please return a copy of this letter signed on behalf of Intergraph to me via fax initially at ###-###-####, with an original to my attention to the address on the letterhead. Thank you again for your continuing support of Micrografx. Best regards, /s/ Jim Hopkins Jim Hopkins Agreed to on behalf of Intergraph Corporation: /s/ David Lucas --------------------------------- Signature David Lucas --------------------------------- Printed Name Vice President/General Counsel --------------------------------- Title August 8, 2001 --------------------------------- Date [MICROGRAFX LETTERHEAD] July 6, 2001 David Lucas Intergraph Corp MS IW 2008 Huntsville, AL ###-###-#### Dear David: This letter serves to confirm the details of our conversation earlier today. Micrografx, Inc. is in negotiations with a Company that is interested in buying us. To reach an agreement with them, we need co-operation from several parties who have a financial interest in Micrografx, with Intergraph being one of them. We are prepared to offer Intergraph $3.79 million plus accrued interest in complete satisfaction of the obligations under the subordinated debenture if we are purchased by our suitor. If we are successful in concluding an agreement with them, we expect to sign and publicize the agreement before the 15th of July. Assuming the normal process for moving the agreement through the SEC, we hope to have it closed by the end of September, at which time Intergraph would receive the $3.79 million plus all accrued interest up to that date. If the SEC does not review the transaction, the closing could occur as soon as the end of August. When we spoke earlier, you expressed a willingness to accept our offer of $3.79 million in satisfaction of the debt if you were paid that amount upon a closing prior to the end of September. If my understanding of that is correct, would you please sign a copy of this letter and return it to me via fax initially at ###-###-####, with an original to my attention to the address on this letterhead. Thank you for your continuing support of Micrografx, Inc. Best regards, /s/ Jim Hopkins Jim Hopkins Agreed to on behalf of Intergraph: /s/ Larry Miles --------------------------------- Larry Miles --------------------------------- Printed Name July 9, 2001 --------------------------------- Date