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 • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services • New York
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • April 13th, 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 D.B. Zwirn Special Opportunities Fund, L.P., a Delaware limited partnership, 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 a
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 5th day of November, 2004, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., in its capacity as Agent for the Lender Group (together with its successors and assigns in such capacity, the “Agent”).
PATENT SECURITY AGREEMENTPatent Security Agreement • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
This PATENT SECURITY AGREEMENT (this “Patent 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 D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., as Agent, in its capacity as administrative agent for the Lender Group (together with its successors and assigns, in such capacity, the “Agent”).
RESTRICTED STOCK AWARD AGREEMENT UNDER THE MONOTYPE IMAGING HOLDINGS INC.Restricted Stock Award Agreement • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
Pursuant to the Monotype Imaging Holdings Inc. 2007 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Monotype Imaging Holdings Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE MONOTYPE IMAGING HOLDINGS INC.Non-Qualified Stock Option Agreement • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
Pursuant to the Monotype Imaging Holdings Inc. 2007 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Monotype Imaging Holdings Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
SECOND AMENDMENT TO, AND CONSENT UNDER, INTERCREDITOR AGREEMENTUnder, Intercreditor Agreement • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services • New York
THIS SECOND AMENDMENT TO, AND CONSENT UNDER, INTERCREDITOR AGREEMENT (this “Second Amendment”) is made and entered into as of August 1, 2006, by and among WELLS FARGO FOOTHILL, INC., California corporation, as agent under and pursuant to the Senior Credit Agreement (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Senior Agent”), and D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership, as agent under and pursuant to the Junior Credit Agreement (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Junior Agent”).
SECURITY AGREEMENTSecurity Agreement • April 13th, 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 D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., in its capacity as administrative agent for the Lender Group (together with its successors and assigns in such capacity, “Agent”).
SECOND AMENDMENT TO, AND CONSENT AND WAIVER UNDER, CREDIT AGREEMENT AND SECURITY AGREEMENTConsent and Waiver Under, Credit Agreement and Security • April 13th, 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 D.B. Zwirn Special Opportunities Fund, L.P., a Delaware limited partnership, in its capacity as administrative agent (“Agent”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 5th day of November, 2004, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “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”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 5th day of November, 2004, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “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, “Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 5th day of November, 2004, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., in its capacity as Agent for the Lender Group (together with its successors and assigns in such capacity, “Agent”).
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • April 13th, 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 D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership, 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:
PATENT SECURITY AGREEMENTPatent Security Agreement • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 5th day of November, 2004, among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., as Agent, in its capacity as administrative agent for the Lender (together with its successors and assigns in such capacity, “Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of November 5, 2004, is made by and between WELLS FARGO FOOTHILL, INC., a California corporation, as agent under and pursuant to the Senior Credit Agreement (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Original Senior Agent”), and D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership, as agent under and pursuant to the Junior Credit Agreement (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Original Junior Agent”), and is acknowledged by MONOTYPE IMAGING HOLDINGS CORP., a Delaware corporation (“Parent”), IMAGING ACQUISITION CORPORATION, a Delaware corporation, AGFA MONOTYPE CORPORATION, a Delaware corporation, and INTERNATIONAL TYPEFACE CORPORATION, a New York corporation:
JOINDER AND CONSENT AGREEMENT TO AND CONSENT AND WAIVER UNDER, CREDIT AGREEMENTJoinder and Consent Agreement • April 13th, 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 28, 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 D.B. Zwirn Special Opportunities Fund, L.P., a Delaware limited partnership, in its capacity as administrative agent (“Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • April 13th, 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 D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., as Agent, in its capacity as administrative agent for the Lender Group (together with its successors and assigns, in such capacity, the “Agent”).
SUPPLEMENT TO SECURITY AGREEMENTSupplement to Security Agreement • April 13th, 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 D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., as Agent, in its capacity as administrative agent for the Lender Group (together with its successors and assigns, in such capacity, the “Agent”).
Service Agreement between Linotype GmbH Du-Pont-Straße 1 61352 Bad Homburg Germany - hereinafter referred to as “the Company” - and Herrn / Mr Frank Wildenberg Kalkhausstr. 7 63477 Maintal. - hereinafter referred to as Mr Wildenberg or “the Director”...Service Agreement • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
By shareholders’ resolution of 6 September 2006 Mr Wildenberg has been appointed managing director of the Company Company with immediate effect. Thus, the parties agree on the following:
RAFI (GB) LIMITED and MONOTYPE IMAGING LIMITED LEASE Unit 2, Perrywood Business Park, Salfords, Redhill, Surrey. RHI 5DZ GH Law Croydon, CR0 1JN Tel : 020 8680 5095 Fax: 020 8760 9544 Ref : RJ/24128/RAFILease • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
WITNESSETH that in consideration of the rents hereinafter reserved and of the covenants and conditions hereinafter contained:
FIRST AMENDMENT TO, AND WAIVER AND CONSENT UNDER, CREDIT AGREEMENT, INVESTOR INTERCREDITOR AGREEMENT AND SECURITY AGREEMENT, and Waiver and Consent Under • April 13th, 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 D.B. Zwirn Special Opportunities Fund, L.P., a Delaware limited partnership, in its capacity as administrative agent (“Agent”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
This COPYRIGHT SECURITY AGREEMENT (this “Copyright 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 D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., as Agent, in its capacity as administrative agent for the Lender Group (together with its successors and assigns, in such capacity, the “Agent”).
PATENT SECURITY AGREEMENTPatent Security Agreement • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 5th day of November, 2004, among the Grantors listed on the signature pages hereof (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”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE MONOTYPE IMAGING HOLDINGS INC.Incentive Stock Option Agreement • April 13th, 2007 • Monotype Imaging Holdings Inc. • Services-computer programming services
Pursuant to the Monotype Imaging Holdings Inc. 2007 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Monotype Imaging Holdings Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
