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.
EXCHANGE AGREEMENTExchange Agreement • August 20th, 2009 • X Rite Inc • Photographic equipment & supplies • New York
EXCHANGE AGREEMENT, dated as of August 18, 2009 (this “Agreement”), between X-Rite, Incorporated, a Michigan corporation (the “Company”), OEPX, LLC, a Delaware limited liability company (“OEP”), Sagard Capital Partners, L.P., a Delaware limited partnership, (“Sagard”), 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, “Tinicum” and, together with OEP and Sagard and any of their permitted assignees, the “Investors”).
August 18, 2009Exchange Agreement • August 20th, 2009 • X Rite Inc • Photographic equipment & supplies
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”), among X-Rite, Incorporated (the “Company”), 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”). All capitalized terms used in this Amendment and not otherwise defined herein, shall have the meaning given them in the Investment Agreement.
CONSENT AND AMENDMENT NO. 2 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (FIRST LIEN)First Lien Credit and Guaranty Agreement • August 20th, 2009 • X Rite Inc • Photographic equipment & supplies • New York
CONSENT AND AMENDMENT NO. 2 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (FIRST LIEN), dated as of August 18, 2009 (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, INC., a Delaware corporation (“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
August 18, 2009Exchange Agreement • August 20th, 2009 • X Rite Inc • Photographic equipment & supplies
CONSENT, LIMITED WAIVER AND AMENDMENT NO. 2 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (SECOND LIEN)Second Lien Credit and Guaranty Agreement • August 20th, 2009 • X Rite Inc • Photographic equipment & supplies • New York
CONSENT, LIMITED WAIVER AND AMENDMENT NO. 2 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (SECOND LIEN), dated as of August 18, 2009 (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. (“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”), THE BANK OF NEW YORK MELLON (f/k/a 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”
August 18, 2009Exchange Agreement • August 20th, 2009 • X Rite Inc • Photographic equipment & supplies
