GOLDMAN SACHS CAPITAL MARKETS, L.P.X Rite Inc • August 25th, 2008 • 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,
FORBEARANCE AGREEMENT AND CONSENT, WAIVER AND AMENDMENT NO. 1 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENTFirst Lien Credit and Guaranty Agreement • August 25th, 2008 • X Rite Inc • Photographic equipment & supplies • New York
FORBEARANCE AGREEMENT AND CONSENT, WAIVER AND AMENDMENT NO. 1 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of August 20, 2008 (this “Agreement”), among X-RITE, INCORPORATED, a Michigan corporation (the “Company”), OTP, INCORPORATED, a Michigan corporation (“OTP”), MONACO ACQUISITION COMPANY, a Michigan corporation (“Monaco”), X-RITE GLOBAL, INCORPORATED, a Michigan corporation (“X-Rite Global”), X-RITE HOLDINGS, INC., a Michigan corporation (“X-Rite Holdings”), X-RITE MA, INCORPORATED, a Michigan corporation (“X-Rite MA”), HOLOVISION ACQUISITION COMPANY, a Michigan corporation (“Holovision”). XR VENTURES, LLC, a Michigan limited liability company (“XR Ventures”), GRETAGMACBETH, LLC, a Delaware limited liability company (“GretagMacbeth”), PANTONE, INC., a Delaware corporation (“Pantone”), PANTONE ASIA, INC., a Delaware corporation (“Pantone Asia”), PANTONE GERMANY, INC., a Delaware corporation “Pantone Germany”), PANTONE INDIA, INC., a Delaware corporation (“Pantone India”), PA
CONSENT, REAFFIRMATION AND FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • August 25th, 2008 • X Rite Inc • Photographic equipment & supplies
THIS CONSENT, REAFFIRMATION AND FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Reaffirmation and Amendment”) is entered into as of August 19, 2008 by and among FIFTH THIRD BANK, a Michigan banking corporation (“Fifth Third”), in its capacity as collateral agent (in such capacity, together with its successors and assigns from time to time, the “First Lien Collateral Agent”) for itself and all other “First Lien Claimholders” under and as defined in the Intercreditor Agreement referred to below, THE BANK OF NEW YORK MELLON (f/k/a The Bank of New York) (“BNY”), in its capacity as collateral agent (in such capacity, together with its successors and assigns from time to time, the “Second Lien Collateral Agent”) for itself and all other “Second Lien Claimholders” under and as defined in the Intercreditor Agreement referred to below, X-RITE, INCORPORATED, a Michigan corporation (the “Company”), and the undersigned subsidiaries of the Company (together with certain other Subsidiaries of the
FORBEARANCE AGREEMENT AND CONSENT, WAIVER AND AMENDMENT NO. 1 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • August 25th, 2008 • X Rite Inc • Photographic equipment & supplies • New York
FORBEARANCE AGREEMENT AND CONSENT, WAIVER AND AMENDMENT NO. 1 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of August 20, 2008 (this “Agreement”), among X-RITE, INCORPORATED, a Michigan corporation (“Borrower”), certain Subsidiaries of Borrower listed on the signature pages hereof under the heading “Other Credit Parties”, as Guarantors, (such Subsidiaries, together with Borrower, are referred to herein each individually as a “Credit Party” and collectively as the “Credit Parties”), GOLDENTREE CAPITAL SOLUTIONS FUND FINANCING, as sole lead arranger and sole bookrunner (in such capacities, “Lead Arranger”), and THE BANK OF NEW YORK MELLON (f/k/a as The Bank of New York), 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”), in each case for certain financial institutions from time to time pa
