CREDIT AGREEMENT Dated as of March 30, 2011 among X-RITE, INCORPORATED, as the Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, FIFTH THIRD...Credit Agreement • March 31st, 2011 • X Rite Inc • Photographic equipment & supplies • New York
This CREDIT AGREEMENT is entered into as of March 30, 2011 among X-RITE, INCORPORATED., a Michigan corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Amendment No. 1 to the Employment Agreement between X-Rite, Incorporated and Michael C. Ferrara -------------------------------------------Employment Agreement • October 6th, 2005 • X Rite Inc • Photographic equipment & supplies
SECOND AMENDMENT TO OPERATING AGREEMENT FOR XR VENTURES, LLCOperating Agreement • March 16th, 2004 • X Rite Inc • Photographic equipment & supplies
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 11th, 2012 • X Rite Inc • Photographic equipment & supplies • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 10, 2012, is by and among Danaher Corporation, a Delaware corporation (“Parent”), Termessos Acquisition Corp., a Michigan corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the entities set forth on Schedule A hereto (each, a “Shareholder”).
SECOND LIEN CREDIT AND GUARANTY AGREEMENT dated as of October 24, 2007 among X-RITE, INCORPORATED, as Borrower, CERTAIN SUBSIDIARIES OF X-RITE, INCORPORATED, as Guarantors, VARIOUS LENDERS, GOLDENTREE CAPITAL SOLUTIONS FUND FINANCING, as Lead...Second Lien Credit and Guaranty Agreement • March 13th, 2008 • X Rite Inc • Photographic equipment & supplies • New York
This SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of October 24, 2007, is entered into by and among X-RITE, INCORPORATED, a Michigan corporation (“Borrower”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, GOLDENTREE CAPITAL SOLUTIONS FUND FINANCING (“GoldenTree”), as sole lead arranger and sole bookrunner (in such capacities, “Lead Arranger”), and THE BANK OF NEW YORK (“BNY”), as Administrative Agent (in such capacity, together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (in such capacity, together with its permitted successors in such capacity, “Collateral Agent”).
FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of October 24, 2007 among X-RITE, INCORPORATED, as Company, CERTAIN SUBSIDIARIES OF X-RITE, INCORPORATED, as Guarantors, VARIOUS LENDERS, FIFTH THIRD BANK, a Michigan banking corporation, as...First Lien Credit and Guaranty Agreement • March 13th, 2008 • X Rite Inc • Photographic equipment & supplies • New York
This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of October 24, 2007, is entered into by and among X-RITE, INCORPORATED, a Michigan corporation (“Borrower” or “Company”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, FIFTH THIRD BANK, a Michigan banking corporation (in its individual capacity, “Fifth Third”), as administrative agent (in such capacity, together with its permitted successors in such capacity, “Administrative Agent”) and as collateral agent (in such capacity, together with its permitted successor in such capacity, “Collateral Agent”), MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. (in its individual capacity, “Merrill Lynch”), as syndication agent (in such capacity, “Syndication Agent”), NATIONAL CITY BANK (in its individual capacity, “National City”), as co-documentation agent (in such capacity, the “National City Co-Documentation Agent”), LASALLE BANK MIDWEST N.A., as co-documentat
X-RITE, INCORPORATED OUTSIDE DIRECTOR STOCK OPTION AGREEMENT UNDER THE X-RITE, INCORPORATEDOutside Director Stock Option Agreement • August 11th, 2011 • X Rite Inc • Photographic equipment & supplies • Michigan
This Stock Option Agreement (“Agreement”) is made as of (the “Grant Date”), between X-RITE, INCORPORATED, a Michigan corporation (the “Company”), and , an Outside Director of the Company (the “Optionee”), pursuant to the X-Rite, Incorporated 2011 Omnibus Long Term Incentive Plan, as amended from time to time (the “Plan”), which Plan was approved by the Board and shareholders of the Company on March 2, 2011 and May 18, 2011, respectively. Capitalized terms not otherwise defined herein shall be defined according to the Plan.
AGREEMENT AND PLAN OF MERGER by and among DANAHER CORPORATION, TERMESSOS ACQUISITION CORP. and X-RITE, INCORPORATED Dated as of April 10, 2012Merger Agreement • April 11th, 2012 • X Rite Inc • Photographic equipment & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 10, 2012 (the “Agreement”), is by and among Danaher Corporation, a Delaware corporation (“Parent”), Termessos Acquisition Corp., a Michigan corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and X-Rite, Incorporated, a Michigan corporation (the “Company”).
X-RITE, INCORPORATED EMPLOYEE STOCK OPTION PLAN OFFICER STOCK OPTION AGREEMENTEmployee Stock Option Agreement • March 16th, 2005 • X Rite Inc • Photographic equipment & supplies
This Employee Stock Option Agreement (“Agreement”) is made as of (the “Grant Date”), between X-RITE, INCORPORATED, a Michigan corporation (the “Company”), and (the “Optionee”).
INVESTMENT AGREEMENT dated as of August 20, 2008 between X-RITE, INCORPORATED and EACH OF THE INVESTORS PARTY HERETOInvestment Agreement • August 25th, 2008 • X Rite Inc • Photographic equipment & supplies • New York
INVESTMENT AGREEMENT dated as of August 20, 2008 (this “Agreement”), between X-Rite, Incorporated, a Michigan corporation (the “Company”), and Sagard Capital Partners, L.P. (“Sagard”) and Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P., and Tinicum Capital Partners II Executive Fund, L.L.C. (collectively, “Tinicum”) (Sagard and Tinicum each an “Investor” and collectively, the “Investors”).
X-RITE, INCORPORATED CONSULTANT & ADVISOR STOCK OPTION AGREEMENT UNDER THE X-RITE, INCORPORATEDConsultant & Advisor Stock Option Agreement • March 19th, 2009 • X Rite Inc • Photographic equipment & supplies • Michigan
This Stock Option Agreement (“Agreement”) is made as of [DATE], between X-RITE, INCORPORATED, a Michigan corporation (the “Company”), and [NAME], a consultant or advisor performing services for the Company (the “Optionee”), pursuant to the X-Rite, Incorporated 2008 Omnibus Long Term Incentive Plan, as amended from time to time (the “Plan”), which Plan was approved by the Board and shareholders of the Company on August 20, 2008 and October 28, 2008, respectively. Capitalized terms not otherwise defined herein shall be defined according to the Plan.
CONSENT AND AMENDMENT NO. 5 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENTFirst Lien Credit and Guaranty Agreement • October 4th, 2010 • X Rite Inc • Photographic equipment & supplies • New York
CONSENT AND AMENDMENT NO. 5 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of September 24, 2010 (this “Agreement”), among X-RITE, INCORPORATED, a Michigan corporation, and successor by merger to OTP, Incorporated, X-Rite Ma, Incorporated, Monaco Acquisition Company, Holovision Acquisition Company and Pantone India, Inc. (the “Company”), X-RITE GLOBAL, INCORPORATED, a Michigan corporation (“X-Rite Global”), X-RITE HOLDINGS, INC., a Michigan corporation (“X-Rite Holdings”), XR VENTURES, LLC, a Michigan limited liability company (“XR Ventures”), GRETAGMACBETH, LLC, a Delaware limited liability company (“GretagMacbeth”), PANTONE LLC, a Delaware limited liability company (“Pantone”), PANTONE ASIA, INC., a Delaware corporation (“Pantone Asia”), PANTONE GERMANY, INC., a Delaware corporation “Pantone Germany”), PANTONE JAPAN, INC., a Delaware corporation (“Pantone Japan”), PANTONE U.K., INC., a Delaware corporation (“Pantone UK”), the other Persons party hereto that are designated as a
AMENDMENT NO. 1 TO INVESTMENT AGREEMENTInvestment Agreement • August 20th, 2009 • X Rite Inc • Photographic equipment & supplies
This AMENDMENT NO. 1, effective as of August 18, 2009 (this “Amendment”), amends and modifies that certain Investment Agreement, dated as of August 20, 2008 (the “Investment Agreement”), between X-Rite, Incorporated (the “Company”) and OEPX, LLC (the “Investor”). All capitalized terms used in this Amendment and not otherwise defined herein, shall have the meaning given them in the Investment Agreement.
X-RITE, INCORPORATED AMENDED AND RESTATED OUTSIDE DIRECTOR STOCK OPTION PLAN STOCK OPTION AGREEMENTStock Option Agreement • March 16th, 2005 • X Rite Inc • Photographic equipment & supplies • Michigan
This Stock Option Agreement (“Agreement”) is made as of , between X-RITE, INCORPORATED, a Michigan corporation (the “Company”), and , an Outside Director of the Company (the “Optionee”), pursuant to the X-Rite, Incorporated Amended and Restated Outside Director Stock Option Plan, as amended from time to time (the “Plan”), which Plan was approved by the Board and shareholders of the Company on January 26, 2003 and May 19, 2003, respectively. Capitalized terms not otherwise defined herein shall be defined according to the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2007 • X Rite Inc • Photographic equipment & supplies • Michigan
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of February 20, 2007 (the “Effective Date”), by and between X-RITE, INCORPORATED, a Michigan corporation with its principal office located at 4300 44th Street, S.E., Grand Rapids, Michigan 49512 (“X-Rite”), and Bernard J. Berg, an individual resident at 10775 Eastern Avenue S.E., Wayland, Michigan 49348 (“Executive”).
Mortgage DATED AS OF JUNE 30, 2006, from X-Rite, Incorporated, A MICHIGAN CORPORATION to Fifth Third Bank, A MICHIGAN BANKING CORPORATION NOTICE: THIS INSTRUMENT PROVIDES FOR VARIABLE RATES OF INTERESTMortgage • August 10th, 2006 • X Rite Inc • Photographic equipment & supplies • Michigan
This Mortgage and Security Agreement with Assignment of Rents (the “Mortgage”) dated as of June 30, 2006 from X-Rite, Incorporated, a Michigan corporation with its principal place of business and mailing address at 3100 44th Street SW, Grandville, Kent County, Michigan 49418 (hereinafter referred to as “Mortgagor”), to Fifth Third Bank, a Michigan banking corporation with its principal place of business at 111 Lyon Street, NW, Grand Rapids, Kent County, Michigan 49503, in such capacity being hereinafter referred to as “Mortgagee”);
INDEMNITY AGREEMENTIndemnification Agreement • March 16th, 2005 • X Rite Inc • Photographic equipment & supplies • Michigan
AGREEMENT made as of the 25th day of November 2003, by and among X-RITE, INCORPORATED, a Michigan corporation (the “Corporation”), and L. PETER FRIEDER (the “Indemnitee”) with respect to the following:
AMENDMENT MORTGAGE AND SECURITY AGREEMENT DATED JUNE 30, 2006, BETWEEN X-RITE, INCORPORATED AND FIFTH THIRD BANK FOR THE QUARTER ENDED JUNE 28, 2008 (COMMISSION FILE NO. 0-14800) FIFTH AMENDMENT TO X-RITE, INCORPORATED PROMISSORY NOTEMortgage and Security Agreement • August 7th, 2008 • X Rite Inc • Photographic equipment & supplies
Reference is made to the $13,500,000 Promissory Note dated June 30, 2006 (as previously amended, and as the same may be further amended or otherwise modified from time to time, the “Note”) issued by X-Rite, Incorporated, a Michigan corporation (the “Borrower”) to Fifth Third Bank, a Michigan banking corporation (together with its successors and assigns, the ‘Lender”).
CONSULTING AGREEMENTConsulting Agreement • February 26th, 2007 • X Rite Inc • Photographic equipment & supplies • Michigan
THIS CONSULTING AGREEMENT (this “Agreement”) is made as of January 1, 2009 (the “Effective Date”) by and between X-RITE, INCORPORATED, a Michigan corporation with its principal office located at 4300 44th Street, S.E., Grand Rapids, Michigan 49512 (“X-Rite”), and Bernard J. Berg, an individual resident at 10775 Eastern Avenue S.E., Wayland, Michigan 49348 (“Consultant”).
X-RITE, INCORPORATED RESTRICTED STOCK UNIT (RSU) GRANT AGREEMENT UNDER THE X-RITE, INCORPORATEDRestricted Stock Unit Grant Agreement • March 19th, 2009 • X Rite Inc • Photographic equipment & supplies
X-RITE, INCORPORATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 16th, 2005 • X Rite Inc • Photographic equipment & supplies
REGISTRATION RIGHTS AGREEMENT by and between X-RITE, INCORPORATED and OEPX, LLC and SAGARD CAPITAL PARTNERS, L.P. and TINICUM CAPITAL PARTNERS II, L.P. TINICUM CAPITAL PARTNERS II PARALLEL FUND, L.P. TINICUM CAPITAL PARTNERS II EXECUTIVE FUND L.L.C....Registration Rights Agreement • October 30th, 2008 • X Rite Inc • Photographic equipment & supplies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of October 28, 2008, by and between X-Rite, Incorporated, a Michigan corporation (the “Company”) and OEPX, LLC, a Delaware limited company (“Investor O”), Sagard Capital Partners, L.P., a Delaware limited partnership (“Investor S”), and Tinicum Capital Partners II, L.P., a Delaware limited partnership, Tinicum Capital Partners II Parallel Fund, L.P., a Delaware limited partnership, and Tinicum Capital Partners II Executive Fund L.L.C., a Delaware limited liability company (collectively, “Investor T” and, together with Investor O, Investor S and any of their Permitted Transferees, the “Investors,” and each, an “Investor”).
Amendment No. 2 to the Employment Agreement between X-Rite, Incorporated and Michael C. FerraraEmployment Agreement • January 31st, 2006 • X Rite Inc • Photographic equipment & supplies
This Amendment No. 2 is entered into this January 30, 2006, to amend certain provisions of the Employment Agreement, dated September 30, 2003 (the “Employment Agreement”), between X-Rite, Incorporated (“X-Rite”) and Michael C. Ferrara (“Executive”), as amended pursuant to an Amendment No. 1 dated October 3, 2005. Except as expressly provided in this Amendment, the Employment Agreement remains unchanged and in full force and effect.
X-RITE, INCORPORATED RESTRICTED STOCK AGREEMENT UNDER THE X-RITE, INCORPORATEDRestricted Stock Agreement • March 19th, 2009 • X Rite Inc • Photographic equipment & supplies
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2009 • X Rite Inc • Photographic equipment & supplies
This AMENDMENT NO. 1, effective as of August 18, 2009 (this “Amendment”), amends and modifies that certain Registration Rights Agreement, dated as of August 20, 2008 (the “Registration Rights Agreement”), by and between X-Rite, Incorporated (the “Company”), OEPX, LLC (the “OEP”), Sagard Capital Partners, L.P. (“Sagard”) and Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P. and Tinicum Capital Partners II Executive Fund L.L.C. (collectively, “Tinicum” and, together with OEP and Sagard, the “Investors”). All capitalized terms used in this Amendment and not otherwise defined herein, shall have the meaning given them in the Registration Rights Agreement.
X-RITE, INCORPORATED OFFICER STOCK OPTION AGREEMENT UNDER THE X-RITE, INCORPORATEDOfficer Stock Option Agreement • March 14th, 2007 • X Rite Inc • Photographic equipment & supplies
This Employee Stock Option Agreement (“Agreement”) is made as of _______________, (the “Grant Date”), between X-RITE, INCORPORATED, a Michigan corporation (the “Company”), and __________________ (the “Optionee”).
AGREEMENT OF PURCHASE AND SALE Between X-RITE, INCORPORATED and TARGET CORPORATIONPurchase and Sale Agreement • September 19th, 2006 • X Rite Inc • Photographic equipment & supplies
This Agreement of Purchase and Sale (“Agreement”) is made and entered into by and between Buyer and Seller and is dated for reference purposes as of September 12, 2006.
X-RITE, INCORPORATED RESTRICTED STOCK AGREEMENT UNDER THE X-RITE, INCORPORATEDRestricted Stock Agreement • March 14th, 2007 • X Rite Inc • Photographic equipment & supplies
CONSENT AND AMENDMENT NO. 3 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENTSecond Lien Credit and Guaranty Agreement • May 13th, 2010 • X Rite Inc • Photographic equipment & supplies • New York
CONSENT AND AMENDMENT NO. 3 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of March 5, 2010 (this “Agreement”), among X-RITE, INCORPORATED, a Michigan corporation, and successor by merger to OTP, Incorporated, X-Rite Ma, Incorporated, Monaco Acquisition Company, Holovision Acquisition Company and Pantone India, Inc. (the “Borrower”), certain Subsidiaries of Borrower listed on the signature pages hereof under the heading “Other Credit Parties”, as Guarantors, (such Subsidiaries, together with the Borrower are referred to herein each individually as a “Credit Party” and collectively as the “Credit Parties”), THE BANK OF NEW YORK MELLON (f/k/a The Bank of New York), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for certain financial institutions from time to time party thereto (each a “Lender” and collectively the “Lenders”), and the LENDERS signatory hereto.
X-RITE, INCORPORATED RESTRICTED STOCK AGREEMENT UNDER THE X-RITE, INCORPORATEDRestricted Stock Agreement • March 19th, 2009 • X Rite Inc • Photographic equipment & supplies
GOLDMAN SACHS CAPITAL MARKETS, L.P.Isda Master Agreement • August 25th, 2008 • X Rite Inc • Photographic equipment & supplies • New York
Reference is hereby made to (a) that certain ISDA Master Agreement, dated as of August 15, 2006 (as amended, supplemented or modified, and together with all schedules, annexes and exhibits thereto, and all confirmations exchanged pursuant to Transactions entered into in connection therewith, the “ISDA Master Agreement”) between Goldman Sachs Capital Markets, L.P. (“Goldman”) and X-Rite, Incorporated (the “Company”); (b) that certain letter, dated July 9, 2008 from Goldman to the Company, pursuant to which Goldman notified the Company that the sum of USD 12,081,000, together with interest and such other amounts as Goldman may be entitled to claim from the Company in connection with the termination of the ISDA Master Agreement, remains outstanding and unpaid by the Company (including, without limitation, any interest, fees, costs and expenses accruing through the First Amendment Effective Date (as defined below) the “Obligations”); and (c) that certain Forbearance Agreement and Consent,
LEASE AMENDMENTLease Amendment • May 10th, 2004 • X Rite Inc • Photographic equipment & supplies
THIS LEASE AMENDMENT (this “Amendment”) is entered into as of the 4th day of May, 2004, by and between EAGLE DEVELOPMENT COMPANY, a Michigan partnership, (“Landlord”) and X-RITE CORPORATION, a Michigan corporation (“Tenant”).
X-RITE, INCORPORATED EMPLOYEE STOCK OPTION AGREEMENT UNDER THE X-RITE, INCORPORATEDEmployee Stock Option Agreement • March 19th, 2009 • X Rite Inc • Photographic equipment & supplies
This Employee Stock Option Agreement (“Agreement”) is made as of October 30, 2008, (the “Grant Date”), between X-RITE, INCORPORATED, a Michigan corporation (the “Company”), and [NAME] (the “Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 31st, 2006 • X Rite Inc • Photographic equipment & supplies • Michigan
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of January 30, 2006 (the “Effective Date”), by and between X-RITE, INCORPORATED, a Michigan corporation with its principal office located at 3100 44th Street, S.W., Grandville, Michigan 49418 (“X-Rite”), and Mary E. Chowning, an individual resident at 49 Monroe Center NW, Unit 502, Grand Rapids, Michigan 49503 (“Executive”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 13th, 2008 • X Rite Inc • Photographic equipment & supplies
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (the “Amendment”), is made and entered into as of October 24, 2007, by and among X-Rite Incorporated, a Michigan corporation (the “Parent”), the Stockholders’ Representative, Pantone, Inc., a Delaware corporation, Pantone Germany, Inc., a Delaware corporation, Pantone India, Inc., a Delaware corporation, Pantone UK, Inc., a New Jersey corporation, Pantone Asia, Inc., a New Jersey corporation, and Pantone Japan, Inc., a New Jersey corporation (together with Pantone, Inc., Pantone Germany, Inc., Pantone India, Inc., Pantone UK, Inc., and Pantone Asia, Inc., the “Companies”), and CC Acquisition Trust, Richard Herbert Trust, Lisa Herbert Trust, Victoria Herbert Trust, and Loren Herbert Trust as Stockholders
