SECURITY AGREEMENTSecurity Agreement • February 8th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services • New York
This SECURITY AGREEMENT (this “Agreement”) is made this 5th day of November, 2004, among Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO FOOTHILL, INC., in its capacity as administrative agent for the Lender Group and the Bank Product Providers (together with its successors and assigns in such capacity, “Agent”).
CREDIT AGREEMENT by and among MONOTYPE IMAGING HOLDINGS CORP., as Parent, IMAGING ACQUISITION CORPORATION, AGFA MONOTYPE CORPORATION, and INTERNATIONAL TYPEFACE CORPORATION, as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO, as the Lenders, and...Credit Agreement • February 8th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of November 5, 2004, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), MONOTYPE IMAGING HOLDINGS CORP., a Delaware corporation (“Parent”), IMAGING ACQUISITION CORPORATION, a Delaware corporation (“Newco”), AGFA MONOTYPE CORPORATION, a Delaware corporation (“Monotype”), and INTERNATIONAL TYPEFACE CORPORATION, a New York corporation (“Typeface”).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • February 8th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT, made and entered into as of November 5, 2004 (this “Subordination Agreement”), by and among, Imaging Acquisition Corporation, a Delaware corporation (“Newco”), Agfa Monotype Corporation, a Delaware corporation (“Monotype”), International Typeface Corporation, a New York corporation (“Typeface”, and together with Newco and Monotype, the “Borrowers”), Monotype Imaging Holdings Corp., a Delaware corporation (“Parent”, and together with the Borrowers, each a “Subordinating Creditor,” and collectively, the “Subordinating Creditors”), and Wells Fargo Foothill, Inc., a California corporation, as the arranger and administrative agent (together with any successor(s) thereto in such capacity, the “Agent”) under the Credit Agreement referenced below. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings assigned to such terms in the Credit Agreement, dated as of November 5, 2004 (as amended, modified, suppl
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • February 8th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services • New York
This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of November 5, 2004, is executed and delivered by the Persons listed on the signature page(s) hereof under the caption “Guarantor” and any additional entities acceding hereto (collectively, jointly and severally, the “Guarantors” and each a “Guarantor”), in favor of WELLS FARGO FOOTHILL, INC., a California corporation, as arranger and administrative agent for the below defined Lenders (in such capacity, together with its successors and assigns, if any, “Agent”), in light of the following:
STOCK PURCHASE AGREEMENT dated as of November 5, 2004 among AGFA CORPORATION, AGFA MONOTYPE CORPORATION, AND IMAGING ACQUISITION CORPORATIONStock Purchase Agreement • February 8th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services • Massachusetts
AGREEMENT dated as of November 5, 2004 among Agfa Corporation, a Delaware corporation (“Seller”), Agfa Monotype Corporation, a Delaware Corporation (the “Company”) and Imaging Acquisition Corporation, a Delaware Corporation (“Buyer”).
OFFICE LEASEOffice Lease • February 8th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services • California
THIS LEASE IS MADE AND ENTERED INTO THIS 17TH DAY OF DECEMBER 2006 BY AND BETWEEN SHEILA L. ORTLOFF (HEREINAFTER CALLED “LESSOR”), AND MONOTYPE IMAGING, INC, A DELAWARE CORPORATION (HEREINAFTER CALLED “LESSEE”).
SECOND AMENDMENT TO, AND CONSENT AND WAIVER UNDER, CREDIT AGREEMENT AND SECURITY AGREEMENTConsent And • February 8th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services • New York
THIS SECOND AMENDMENT TO, AND CONSENT AND WAIVER UNDER, CREDIT AGREEMENT AND SECURITY AGREEMENT (this “Second Amendment”) is made and entered into as of July 28, 2006, by and among Monotype Imaging Holdings Corp., a Delaware corporation (“Parent”), Monotype Imaging, Inc., a Delaware corporation (“Administrative Borrower”), International Typeface Corporation, a New York corporation (“Typeface” and together with Administrative Borrower, the “Borrowers”), the lenders listed on the signatory pages hereof (the “Lenders”), and Wells Fargo Foothill, Inc., a California corporation, in its capacity as administrative agent (“Agent”).
Parties BETWEEN the Landlord and the Tenant more particularly described and set out in the First Schedule hereto. WHEREAS: Premises 1. The Landlord shall let and the Tenant shall take ALL THAT the premises more particularly described and set out in...An Agreement • February 8th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
ALL THOSE COMMERCIAL/OFFICE UNITS in ROOM 2403 and 2404 on the 24TH FLOOR (excluding the external walls thereof) of the Building now known as YARDLEY COMMERCIAL BUILDING ( ) NO.3 CONNAUGHT ROAD WEST, HONG KONG situated and standing on ALL THOSE piece or parcel of ground registered in, the Land Registry as THE REMAINING PORTION OF MARINE LOT NO.426, THE REMAINING PORTION OF SECTION B OF MARINE LOT NO.425, THE REMAINING PORTION OF MARINE LOT NO.425, THE REMAINING PORTION OF SECTION A OF MARINE LOT NO.425, THE REMAINING PORTION OF SECTION A OF MARINE LOT NO.424 and THE REMAINING PORTION OF MARINE LOT NO.424 which office units are coloured yellow on the plans hereto for identification purpose.
FIRST AMENDMENT TO, AND WAIVER AND CONSENT UNDER, CREDIT AGREEMENT, INVESTOR INTERCREDITOR AGREEMENT AND SECURITY AGREEMENT, and Waiver and Consent Under • February 8th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services • New York
THIS FIRST AMENDMENT TO, AND WAIVER AND CONSENT UNDER, CREDIT AGREEMENT, INVESTOR INTERCREDITOR AGREEMENT AND SECURITY AGREEMENT (this “First Amendment”) is made and entered into as of August 24, 2005, by and among Monotype Imaging, Inc., a Delaware corporation (“Administrative Borrower”), the lenders listed on the signatory pages hereof (the “Lenders”), and Wells Fargo Foothill, Inc., a California corporation, in its capacity as administrative agent (“Agent”).
JOINDER AND CONSENT AGREEMENT TO AND CONSENT AND WAIVER UNDER, CREDIT AGREEMENTJoinder and Consent Agreement • February 8th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services • New York
JOINDER AND CONSENT AGREEMENT TO AND CONSENT AND WAIVER UNDER, CREDIT AGREEMENT, dated as of December 13, 2006 (this “Joinder and Consent Agreement”), by and among Linotype Corp., a corporation organized under the laws of Delaware (“New Loan Party”), Monotype Imaging Holdings Corp., a Delaware corporation (“Parent”), Monotype Imaging, Inc., a Delaware corporation (“Administrative Borrower”), International Typeface Corporation, a New York corporation (“Typeface” and together with Administrative Borrower, the “Borrowers”), the lenders listed on the signatory pages hereof (the “Required Lenders”), and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent (together with any successor(s) thereto in such capacity, “Agent”).
SUBLEASE AGREEMENT between Heidelberger Druckmaschinen AG Kurfürsten-Anlage 52-60 D-69115 Heidelberg and Linotype GmbH Du-Pont-Straße 1 D-61352 Bad HomburgSublease Agreement • February 8th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
The Heidelberger Druckmaschinen AG (hereinafter referred to as “HDM”) is sole partner in the Linotype GmbH (hereinafter referred to as “Linotype”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 8th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 28th day of December, 2006, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually, a “Grantor”) and WELLS FARGO FOOTHILL, INC., as Agent for the Lender Group and the Bank Product Providers (together with its successors and assigns, in such capacity, the “Agent”).
LEASE AGREEMENT FOR COMMERCIAL SPACEThe Lease Agreement • February 8th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
SUPPLEMENT TO SECURITY AGREEMENTSupplement to Security Agreement • February 8th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
Supplement No. 1 (this “Supplement”) dated as of December 28, 2006, to the Security Agreement dated as of November 5, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) by each of the parties listed as “Grantors” on the signature pages thereto and those additional entities that thereafter become grantors thereunder (collectively, jointly and severally, “Grantors” and each individually, a “Grantor”) and WELLS FARGO FOOTHILL, INC., in its capacity as Agent for the Lender Group and the Bank Product Providers (together with its successors and assigns, in such capacity, the “Agent”).
