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...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
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...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”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAnd 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
AGREEMENT AND PLAN OF MERGER by and among X-RITE, INCORPORATED, and PANTONE, INC., PANTONE GERMANY, INC., PANTONE INDIA, INC., PANTONE UK, INC., PANTONE ASIA, INC. and PANTONE JAPAN, INC. and all of the Stockholders of each of the Companies and...Agreement and Plan of Merger • March 13th, 2008 • X Rite Inc • Photographic equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 23, 2007 (this “Agreement”), by and among X-Rite, Incorporated, a Michigan corporation (“Parent”), and Pantone, Inc., a Delaware corporation (“Company 1”), Pantone Germany, Inc., a Delaware corporation (“Company 2”), Pantone India, Inc., a Delaware corporation (“Company 3”), Pantone UK, Inc., a New Jersey corporation (“Company 4”), Pantone Asia, Inc., a New Jersey corporation (“Company 5”), and Pantone Japan, Inc., a New Jersey corporation (“Company 6” and, together with Pantone, Inc., Pantone Germany, Inc., Pantone India, Inc., Pantone UK, Inc. and Pantone Asia, Inc., the “Companies” and the term “Company” as used in this Agreement shall refer to each of the Companies, individually) and all of the stockholders of each of the Companies (each a “Stockholder” and collectively, the “Stockholders”), and Lawrence Herbert solely in his capacity as Stockholders’ Representative pursuant to Section 9.11.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAnd Plan of Merger • March 13th, 2008 • X Rite Inc • Photographic equipment & supplies
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (the “Amendment”), is made and entered into as of October 15, 2007, by and among X-Rite Incorporated, a Michigan corporation (the “Parent”), and Pantone, Inc., a Delaware corporation (“Company 1”), Pantone Germany, Inc., a Delaware corporation (“Company 2”), Pantone India, Inc., a Delaware corporation (“Company 3”), Pantone UK, Inc., a New Jersey corporation (“Company 4”), Pantone Asia, Inc., a New Jersey corporation (“Company 5”), and Pantone Japan, Inc., a New Jersey corporation (“Company 6”, and together with Pantone, Inc., Pantone Germany, Inc., Pantone India, Inc., Pantone UK, Inc., and Pantone Asia, Inc., the “Companies” and the term “Company” as used in this Agreement shall refer to each of the Companies, individually.
