Amended Second Lien Credit and Guaranty Agreement dated January 30, 2006



 Exhibit 10.2 
 EXECUTION COPY 
 AMENDED AND RESTATED SECOND LIEN 
 CREDIT AND GUARANTY AGREEMENT 
 dated
as of June 30, 2006 
 among 
 X-RITE, INCORPORATED, 
 as Borrower 
 CERTAIN SUBSIDIARIES OF X-RITE, INCORPORATED, 
 as Guarantors, 

VARIOUS LENDERS, 
 GOLDMAN SACHS
CREDIT PARTNERS L.P., 
 as Lead Arranger, Bookrunner and Syndication Agent 
 and 
 GOLDMAN SACHS CREDIT PARTNERS L.P., 
 as Administrative Agent and Collateral Agent 
  
  

 $60,000,000 Senior Secured
Second Priority Credit Facility 
  








 TABLE OF CONTENTS 
  


			
	 	  	Page
	 SECTION 1. DEFINITIONS AND INTERPRETATION
	  	1
	 1.1. Definitions
	  	1
	 1.2. Accounting Terms
	  	26
	 1.3. Interpretation, etc.
	  	26
	 1.4. Interrelationship with the Existing Credit Agreement.
	  	26
		
	 SECTION 2. LOANS
	  	27
	 2.1. Loans
	  	27
	 2.2. [Reserved]
	  	28
	 2.3. [Reserved]
	  	28
	 2.4. [Reserved]
	  	28
	 2.5. Pro Rata Shares; Availability of Funds
	  	28
	 2.6. Use of Proceeds.
	  	29
	 2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes.
	  	29
	 2.8. Interest on Loans
	  	30
	 2.9. Conversion/Continuation
	  	31
	 2.10. Default Interest
	  	31
	 2.11. Fees
	  	32
	 2.12. Payment at Maturity
	  	32
	 2.13. Voluntary Prepayments; Call Protection
	  	32
	 2.14. Mandatory Prepayments/Commitment Reductions
	  	33
	 2.15. Application of Prepayments
	  	34
	 2.16. General Provisions Regarding Payments
	  	35
	 2.17. Ratable Sharing
	  	36
	 2.18. Making or Maintaining Eurodollar Rate Loans
	  	37
	 2.19. Increased Costs; Capital Adequacy
	  	38
	 2.20. Taxes; Withholding, etc.
	  	40
	 2.21. Obligation to Mitigate
	  	41
	 2.22. [Reserved]
	  	42
	 2.23. Removal or Replacement of a Lender
	  	42
		
	 SECTION 3. CONDITIONS PRECEDENT
	  	43
	 3.1. Closing Date
	  	43
	 3.2. Notices
	  	43
		
	 SECTION 4. REPRESENTATIONS AND WARRANTIES
	  	44
	 4.1. Organization; Requisite Power and Authority; Qualification.
	  	44
	 4.2. Capital Stock and Ownership
	  	44
	 4.3. Due Authorization
	  	44
	 4.4. No Conflict
	  	44
	 4.5. Governmental Consents
	  	45
	 4.6. Binding Obligation
	  	45
	 4.7. Historical Financial Statements
	  	45
	 4.8. Projections
	  	45

  

 i 









			
	 4.9. No Material Adverse Change
	  	45
	 4.10. No Restricted Junior Payments
	  	46
	 4.11. Adverse Proceedings, etc.
	  	46
	 4.12. Payment of Taxes.
	  	46
	 4.13. Properties
	  	46
	 4.14. Environmental Matters
	  	47
	 4.15. No Defaults
	  	47
	 4.16. Material Contracts
	  	47
	 4.17. Governmental Regulation
	  	47
	 4.18. Margin Stock
	  	48
	 4.19. Employee Matters
	  	48
	 4.20. Employee Benefit Plans
	  	48
	 4.21. Certain Fees
	  	49
	 4.22. Solvency
	  	49
	 4.23. [Reserved]
	  	49
	 4.24. Compliance with Statutes, etc.
	  	49
	 4.25. Disclosure
	  	49
	 4.26. Patriot Act
	  	50
	 4.27. Insignificant Domestic Subsidiaries
	  	50
		
	 SECTION 5. AFFIRMATIVE COVENANTS
	  	50
	 5.1. Financial Statements and Other Reports
	  	50
	 5.2. Existence
	  	54
	 5.3. Payment of Taxes and Claims
	  	54
	 5.4. Maintenance of Properties
	  	54
	 5.5. Insurance
	  	54
	 5.6. Inspections
	  	55
	 5.7. Lenders Meetings
	  	55
	 5.8. Compliance with Laws
	  	55
	 5.9. Environmental
	  	55
	 5.10. Subsidiaries
	  	57
	 5.11. Additional Material Real Estate Assets
	  	58
	 5.12. Interest Rate Protection
	  	58
	 5.13. Further Assurances
	  	59
	 5.14. Miscellaneous Business Covenants
	  	59
	 5.15. Syndication
	  	59
	 5.16. Evidence of Insurance
	  	60
	 5.17. Fees and Expenses
	  	60
	 5.18. Transaction Costs
	  	60
	 5.19. Perfection of Security Interests
	  	60
	 5.20. Amazys
	  	62
	 5.21. Existing Indebtedness
	  	62
	 5.22. Foreign Transfer of Funds
	  	63
	 5.23. Existing Headquarters Asset Sale
	  	63
		
	 SECTION 6. NEGATIVE COVENANTS
	  	63
	 6.1. Indebtedness
	  	64

  

 ii 









			
	 6.2. Liens
	  	66
	 6.3. Equitable Lien
	  	67
	 6.4. No Further Negative Pledges
	  	67
	 6.5. Restricted Junior Payments
	  	68
	 6.6. Restrictions on Subsidiary Distributions
	  	68
	 6.7. Investments
	  	69
	 6.8. Financial Covenants
	  	70
	 6.9. Fundamental Changes; Disposition of Assets; Acquisitions
	  	72
	 6.10. Disposal of Subsidiary Interests
	  	73
	 6.11. Sales and Lease-Backs
	  	73
	 6.12. Transactions with Shareholders and Affiliates.
	  	73
	 6.13. Conduct of Business
	  	74
	 6.14. Permitted Activities of Merger Sub
	  	74
	 6.15. Amendments or Waivers of Certain Related Agreements
	  	74
	 6.16. Amendments or Waivers with respect to the Existing Indebtedness
	  	74
	 6.17. Fiscal Year
	  	74
		
	 SECTION 7. GUARANTY
	  	75
	 7.1. Guaranty of the Obligations
	  	75
	 7.2. Contribution by Guarantors
	  	75
	 7.3. Payment by Guarantors
	  	75
	 7.4. Liability of Guarantors Absolute
	  	76
	 7.5. Waivers by Guarantors
	  	78
	 7.6. Guarantors’ Rights of Subrogation, Contribution, etc.
	  	78
	 7.7. Subordination of Other Obligations
	  	79
	 7.8. Continuing Guaranty
	  	79
	 7.9. Authority of Guarantors or Company
	  	79
	 7.10. Financial Condition of Company
	  	79
	 7.11. Bankruptcy, etc.
	  	80
	 7.12. Discharge of Guaranty Upon Sale of Guarantor
	  	80
		
	 SECTION 8. EVENTS OF DEFAULT
	  	81
	 8.1. Events of Default
	  	81
		
	 SECTION 9. AGENTS
	  	83
	 9.1. Appointment of Agents.
	  	83
	 9.2. Powers and Duties
	  	84
	 9.3. General Immunity
	  	84
	 9.4. Agents Entitled to Act as Lender
	  	86
	 9.5. Lenders’ Representations, Warranties and Acknowledgment
	  	86
	 9.6. Right to Indemnity
	  	87
	 9.7. Successor Administrative Agent and Collateral Agent
	  	87
	 9.8. Collateral Documents and Guaranty
	  	88
		
	 SECTION 10. MISCELLANEOUS
	  	88
	 10.1. Notices
	  	88
	 10.2. Expenses
	  	89

  

 iii 









			
	 10.3. Indemnity
	  	90
	 10.4. Set-Off
	  	90
	 10.5. Amendments and Waivers
	  	91
	 10.6. Successors and Assigns; Participations
	  	92
	 10.7. Independence of Covenants
	  	95
	 10.8. Survival of Representations, Warranties and Agreements
	  	95
	 10.9. No Waiver; Remedies Cumulative
	  	95
	 10.10. Marshalling; Payments Set Aside
	  	95
	 10.11. Severability
	  	96
	 10.12. Obligations Several; Independent Nature of Lenders’ Rights
	  	96
	 10.13. Headings
	  	96
	 10.14. APPLICABLE LAW
	  	96
	 10.15. CONSENT TO JURISDICTION
	  	96
	 10.16. WAIVER OF JURY TRIAL
	  	97
	 10.17. Confidentiality
	  	97
	 10.18. Usury Savings Clause
	  	98
	 10.19. Counterparts
	  	98
	 10.20. Effectiveness
	  	98
	 10.21. Patriot Act
	  	99
	 10.22. Electronic Execution of Assignments
	  	99
	 10.23. Existing Agreement Superseded
	  	99
	 10.24. Reaffirmation
	  	99

  

 iv 









					
	 APPENDICES:
	 	 A
	 	 Commitments

		 	 B
	 	 Notice Addresses

			
	 SCHEDULES:
	 	 1.1
	 	 Tender Offer Conditions Precedent

		 	 4.1
	 	 Jurisdictions of Organization and Qualification

		 	 4.2
	 	 Capital Stock and Ownership

		 	 4.5
	 	 Governmental Consents

		 	 4.13
	 	 Real Estate Assets

		 	 4.16
	 	 Material Contracts

		 	 4.21
	 	 Certain Fees

		 	 4.27
	 	 Insignificant Domestic Subsidiaries

		 	 5.19
	 	 Collateral Matters

		 	 5.19(c)(i)
	 	 Closing Date Mortgaged Properties

		 	 6.1
	 	 Certain Indebtedness

		 	 6.2
	 	 Certain Liens

		 	 6.6
	 	 Certain Restrictions on Subsidiary Distributions

		 	 6.7
	 	 Certain Investments

		 	 6.12
	 	 Certain Affiliate Transactions

			
	 EXHIBITS:
	 	 A-1
	 	 Funding Notice

		 	 A-2
	 	 Conversion/Continuation Notice

		 	 B
	 	 Note

		 	 C
	 	 Compliance Certificate

		 	 D
	 	 [RESERVED]

		 	 E
	 	 Assignment Agreement

		 	 F
	 	 Certificate Re Non-bank Status

		 	 G
	 	 [RESERVED]

		 	 H
	 	 Counterpart Agreement

		 	 I
	 	 Pledge and Security Agreement

		 	 J
	 	 Mortgage

		 	 K
	 	 Landlord Waiver and Consent Agreement

		 	 L
	 	 Intercreditor Agreement


  

 v 








 AMENDED AND RESTATED SECOND LIEN 
 CREDIT AND GUARANTY AGREEMENT 
 This AMENDED AND RESTATED
SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of June 30, 2006, 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, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Lead Arranger, as Bookrunner and as Syndication Agent (in such capacities,
“Syndication Agent”), and GSCP, 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”). 
 RECITALS: 
 WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1
hereof; 
 WHEREAS, Company entered into that certain Second Lien Credit and Guaranty Agreement dated as of
January 30, 2006 (as amended to date, the “Existing Credit Agreement”), among the Company, certain Subsidiaries of Company, as Guarantors, the financial institutions and other entities parties thereto as Lenders, GSCP, as Lead
Arranger, Book Runner, Syndication Agent, Administrative Agent and Collateral Agent; 
 WHEREAS, Lenders have agreed
to extend a term loan facility to Company in an aggregate principal amount not to exceed $60,000,000, the proceeds to be used solely to fund the cash component of the purchase price by Merger Sub of the Amazys Shares pursuant to the Tender Offer
tendered as of the Closing Date (including paying all fees, commissions and expenses in connection therewith) and thereafter, (i) to refinance or retire all the Indebtedness of Company’s and Amazys, (ii) to redeem all of the preferred
stock of Company and Amazys and (iii) to pay fees, commissions and expenses as of the Closing Date in connection therewith; and 
 WHEREAS, Company has requested that the Lenders under the Existing Credit Agreement amend and restate the Existing Credit Agreement on the terms set forth herein, and the Lenders under the Existing Credit
Agreement have agreed to do so. 
 NOW, THEREFORE, in consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto agree as follows: 
 SECTION 1.    DEFINITIONS AND INTERPRETATION

 1.1.    Definitions.    The following terms used herein, including in
the preamble, recitals, exhibits and schedules hereto, shall have the following meanings: 
 “Adjusted Eurodollar
Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by 








 
dividing (and rounding upward to the next whole multiple of 1/16 of 1%) (i) (a) the rate per annum (rounded to the nearest 1/100 of 1%) equal to
the rate determined by Administrative Agent to be the offered rate which appears on the page of the Telerate Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being page number 3740 or 3750,
as applicable) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in
the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by
Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such
period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate
per annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market by GSCP for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day
funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00
a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement. 
 “Administrative Agent” as defined in the preamble hereto. 
 “Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Company or any of its Subsidiaries)
at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Company or any of its Subsidiaries, threatened against or affecting Company or any of
its Subsidiaries or any property of Company or any of its Subsidiaries. 
 “Affected Lender” as defined in
Section 2.18(b). 
 “Affected Loans” as defined in Section 2.18(b). 
 “Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or
under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as
applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 5% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction
of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. 
  

 2 








 “Agent” means each of Administrative Agent, Syndication Agent,
Collateral Agent and any or more Documentation Agents (and any co-Agent in respect of the foregoing), if any. 
 “Aggregate Amounts Due” as defined in Section 2.17. 
 “Aggregate Payments”
as defined in Section 7.2. 
 “Agreement” means this Amended and Restated Second Lien Credit and
Guaranty Agreement, dated as of June 30, 2006, as it may be amended, modified, renewed, refunded, replaced or refinanced from time to time. 
 “Amazys” means Amazys Holding AG, a Swiss company, together with its Subsidiaries. 
 “Amazys Shares” means the registered shares of Amazys. 
 “Applicable Margin”
means with respect to any Loans, with respect to the Loans (y) that are Eurodollar Loans, 5.00% per annum and (z) with respect to Loans that are Base Rate Loans, 4.00% per annum (the “Initial Applicable Margin”).

 “Applicable Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the maximum rate,
expressed as a decimal, at which reserves (including, without limitation, any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as
such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve
Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other
interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be
deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on
and as of the effective date of any change in the Applicable Reserve Requirement. 
 “Asset Sale” means a
sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person (other than Company or any Guarantor Subsidiary), in one transaction or a
series of transactions, of all or any part of Company’s or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired,
including, without limitation, the Capital Stock of any of Company’s Subsidiaries, other than (i) inventory (or other assets) sold or leased in the ordinary course of business (excluding any such sales by operations or divisions
discontinued or to be discontinued), and (ii) sales of other assets for aggregate consideration of less than $1,000,000 in the aggregate during any Fiscal Year. 
  

 3 








 “Assignment Agreement” means an Assignment and Assumption Agreement
substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent. 
 “Assignment Effective Date” as defined in Section 10.6(b). 
 “Authorized
Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s
chief financial officer or treasurer. 
 “Bankruptcy Code” means Title 11 of the United States Code entitled
“Bankruptcy,” as now and hereafter in effect, or any successor statute. 
 “Base Rate” means, for
any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus  1/2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate
or the Federal Funds Effective Rate, respectively. 
 “Base Rate Loan” means a Loan bearing interest
at a rate determined by reference to the Base Rate. 
 “Beneficiary” means each Agent and Lender.

 “Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any
successor thereto. 
 “Borrower” as defined in the preamble hereto 
 “Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of
the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in
connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in
Dollar deposits in the London interbank market. 
 “Capital Lease” means, as applied to any Person, any
lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person. 
 “Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and membership interests, and any and all warrants, rights or options to purchase or
other arrangements or rights to acquire any of the foregoing. 
  

 4 








 “Cash” means money, currency or a credit balance in any demand or
Deposit Account. 
 “Cash Equivalents” means, as at any date of determination, (i) marketable
securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit
of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality
thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than one year
from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within one year
after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as
defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (v) shares of any money market mutual fund that (a) has substantially
all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P or
Moody’s. 
 “Certificate re Non-Bank Status” means a certificate substantially in the form of
Exhibit F. 
 “Change of Control” means, at any time, (i) any Person or “group” (within
the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (a) shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting and/or economic interest in the Capital Stock of Company or (b) shall have
obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Company; (ii) the majority of the seats (other than vacant seats) on the board of directors (or similar
governing body) of Company cease to be occupied by Persons who either (a) were members of the board of directors of Company on the Business Day immediately following settlement of the Tender Offer or (b) were nominated for election by the
board of directors of Company, a majority of whom were directors on the Effective Date or whose election or nomination for election was previously approved by a majority of such directors; or (iv) any “change of control” or similar
event under the First Lien Credit Agreement shall occur. 
 “Closing Date” means the date on or prior to
July 31, 2006, on which the Loans are made. 
 “Closing Date Mortgaged Property” as defined in
Section 5.19(c)(i). 
 “Collateral” means, collectively, all of the real, personal and mixed property
(including Capital Stock) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations. 
  

 5 








 “Collateral Agent” as defined in the preamble hereto. 
 “Collateral Documents” means the Pledge and Security Agreement, the intellectual property security agreements executed
in connection therewith, the collateral assignments of insurance policies, if any, executed in connection therewith, the Mortgages, the Landlord Personal Property Collateral Access Agreements, if any, and all other instruments, documents and
agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party
as security for the Obligations. 
 “Collateral Questionnaire” means a certificate in form satisfactory to
Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party. 
 “Commitment” means the commitment of a Lender to make or otherwise fund a Loan and “Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Commitment is set
forth on Appendix A or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Commitments as of the Closing Date is $60,000,000. 
 “Company” as defined in the preamble hereto. 
 “Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C. 
 “Consolidated Adjusted EBITDA” means, for any period, an amount determined for Company and its Subsidiaries on a consolidated basis equal to (i) the sum, without
duplication, of the amounts for such period of (a) Consolidated Net Income, (b) Consolidated Interest Expense, (c) provisions for taxes based on income, (d) total depreciation expense, (e) total amortization expense,
(f) restructuring charges (including, without limitation, fees, costs and expenses related to the consummation of the Tender Offer) of up to $21,000,000, (g) non-cash charges associated with the fair market value of Company’s life
insurance policy portfolio of up to $1,000,000 per Fiscal Year, (h) other non-Cash items reducing Consolidated Net Income (excluding any such non-Cash item to the extent that it represents an accrual or reserve for potential Cash items in any
future period or amortization of a prepaid Cash item that was paid in a prior period), minus (ii) other non-Cash items increasing Consolidated Net Income for such period (excluding any such non-Cash item to the extent it represents the
reversal of an accrual or reserve for potential Cash item in any prior period); for purposes of the calculation of the covenants set forth in Section 6.8, Consolidated Adjusted EBITDA for Company and its Subsidiaries shall be as set forth below
for the fiscal quarters set forth below: 
  

				
	Fiscal quarter ending	 	Amount
	12/31/05	 	$	16,700,000
	3/31/06	 	$	7,800,000

  

 6 








 “Consolidated Capital Expenditures” means, for any period, the aggregate
of all expenditures of Company and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the
consolidated statement of cash flows of Company and its Subsidiaries. 
 “Consolidated Cash Interest
Expense” means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in Cash. 
 “Consolidated Current Assets” means, as at any date of determination, the total assets of Company and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP,
excluding Cash and Cash Equivalents. 
 “Consolidated Current Liabilities” means, as at any date of
determination, the total liabilities of Company and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt. 
 “Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to: (i) the sum, without
duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working Capital Adjustment, minus (ii) the sum, without duplication, of the amounts for such period of
(a) Consolidated Capital Expenditures (net of any proceeds of (y) any related financings with respect to such expenditures and (z) any sales of assets used to finance such expenditures), (b) Consolidated Cash Interest Expense,
and (c) provisions for current taxes based on income of Company and its Subsidiaries and payable in cash with respect to such period. 
 “Consolidated Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Company and
its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Company and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under
Interest Rate Agreements, but excluding, however, any amounts referred to in Section 2.11(e) payable on or before the Effective Date); provided that Consolidated Interest Expense shall exclude interest expense on Indebtedness incurred and
outstanding in accordance with Section 6.1(n); provided that for any period ending on or prior to June 30, 2007, Consolidated Interest Expense shall be equal to the product of (x) Consolidated Interest Expense for the period
from and after the Closing Date to and including the last day of such period times (y) a fraction, the numerator of which is 365 and the denominator of which is the number of days elapsed from and including the Closing Date to and including the
last day of such period. 
 “Consolidated Net Income” means, for any period, (i) the net income (or
loss) of Company and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income (or loss) of any Person (other than a Subsidiary of Company)
in which any other Person (other than Company or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Company or any of its Subsidiaries by such 

  

 7 








 
Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Company or is merged into or
consolidated with Company or any of its Subsidiaries or that Person’s assets are acquired by Company or any of its Subsidiaries, (c) the income of any Subsidiary of Company to the extent that the declaration or payment of dividends or
similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that
Subsidiary, (d) any after-tax gains or losses attributable to Asset Sales or returned surplus assets of any Pension Plan, and (e) (to the extent not included in clauses (a) through (d) above) any net extraordinary gains or net
extraordinary losses. 
 “Consolidated Total Debt” means, as at any date of determination, the aggregate
stated balance sheet amount of all Indebtedness of Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that Consolidated Total Debt shall exclude Indebtedness incurred and outstanding in accordance with
Section 6.1(n). 
 “Consolidated Working Capital” means, as at any date of determination, the excess of
Consolidated Current Assets over Consolidated Current Liabilities. 
 “Consolidated Working Capital
Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the
end of such period. 
 “Contractual Obligation” means, as applied to any Person, any provision of any
Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its
properties is subject. 
 “Contributing Guarantors” as defined in Section 7.2. 
 “Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set
forth in the applicable Conversion/Continuation Notice. 
 “Conversion/Continuation Notice” means a
Conversion/Continuation Notice substantially in the form of Exhibit A-2. 
 “Counterpart Agreement”
means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Credit Party pursuant to Section 5.10. 
 “Credit Date” means the date of a Credit Extension. 
 “Credit
Document” means any of this Agreement, the Notes, if any, the Collateral Documents, the Intercreditor Agreement, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent or any
Lender in connection herewith. 
 “Credit Extension” means the making of a Loan. 
  

 8 








 “Credit Party” means each Person (other than any Agent or any Lender or
any other representative thereof) from time to time party to a Credit Document. 
 “Currency Agreement”
means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with
Company’ and its Subsidiaries’ operations and not for speculative purposes. 
 “Default” means a
condition or event that, after notice or lapse of time or both, would constitute an Event of Default. 
 “Deposit
Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit. 
 “Discharge of First Lien Obligations” has the meaning assigned to that term in the Intercreditor Agreement. 

“Documentation Agent” means any one or more documentation agent, solely in their respective capacity as documentation
agent, appointed in accordance with Section 9.1(b) from the date upon which it becomes a Lender in accordance with the terms of this Agreement, and any successor agent. 
 “Dollars” and the sign “$” mean the lawful money of the United States of America. 
 “Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia. 
 “Effective Date” means January 30, 2006. 
 “Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all
purposes hereof), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys
loans as one of its businesses; provided, no Affiliate of Company (and no competitor of Company or Amazys engaged in the same or similar line of business of Company or Amazys) shall be an Eligible Assignee. 
 “Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or
was sponsored, maintained or contributed to by, or required to be contributed by, Company, any of its Subsidiaries or any of their respective ERISA Affiliates. 
 “Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or
otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged
Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment. 
  

 9 








 “Environmental Laws” means any and all foreign or domestic, federal or
state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those
relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene or the protection of human, plant or animal
health or welfare, in any manner applicable to Company or any of its Subsidiaries or any Real Property. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto. 
 “ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue
Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of
which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or
any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of Company or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Company or any such Subsidiary within the meaning of this
definition with respect to the period such entity was an ERISA Affiliate of Company or such Subsidiary and with respect to liabilities arising after such period for which Company or such Subsidiary could be liable under the Internal Revenue Code or
ERISA. 
 “ERISA Event” means (i) a “reportable event” within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant
to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Company, any of its Subsidiaries or any of their respective ERISA
Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Company, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or
4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan; (vi) the imposition of liability on Company, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of
Section 4212(c) of ERISA; (vii) the withdrawal of Company, any of 

  

 10 








 
its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from
any Multiemployer Plan if there is any potential liability therefore, or the receipt by Company, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency
pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition on Company, any of
its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA
in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Company, any of its
Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be
qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under
Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan. 
 “Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

 “Event of Default” means each of the conditions or events set forth in Section 8.1. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

 “Existing Credit Agreement” has the meaning assigned to such term in the recitals hereto. 
 “Existing Headquarters Asset” as defined in Section 5.23. 
 “Existing Headquarters Asset Sale” as defined in Section 5.23. 
 “Existing Headquarters Guaranty” means that certain Guaranty Agreement dated as of June __, 2006 made by each Guarantor
Subsidiary in favor of Fifth Third Bank, a Michigan banking corporation, as amended on or prior to the Closing Date; provided that any additional Person that becomes a Subsidiary Guarantor hereunder may become a party thereto. 
 “Existing Headquarters Loan” means that certain Term Loan Note effective as of June     ,
2006 payable by the Company in favor of Fifth Third Bank, a Michigan banking corporation, secured only by the Existing Headquarters Mortgage, as amended on or prior to the Closing Date. 
 “Existing Headquarters Mortgage” means that certain Mortgage effective as of June     , 2006
by the Company in favor of Fifth Third Bank, a Michigan banking corporation, encumbering only the Existing Headquarters Asset and securing only the Existing Headquarters Loan, as amended on or prior to the Closing Date. 
  

 11 








 “Existing Indebtedness” means Indebtedness and other obligations
outstanding under the Existing X-Rite Revolving Credit Agreement and the Existing Headquarters Loan. 
 “Existing
X-Rite Revolving Credit Agreement” means that certain Revolving Note effective as of November 1, 2004 payable by the Company in favor of Fifth Third Bank, a Michigan banking corporation, as amended on or prior to the Effective Date.

 “Facility” means any real property (including all buildings, fixtures or other improvements located
thereon) now, hereafter or heretofore owned, leased, operated or used by Company or any of its Subsidiaries or any of their respective predecessors or Affiliates. 
 “Fair Share Contribution Amount” as defined in Section 7.2. 
 “Fair Share” as defined in Section 7.2. 
 “Federal Funds
Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal
Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined by Administrative Agent. 
 “Financial Officer Certification” means, with respect to the financial statements for which such certification is
required, the certification of the chief financial officer of Company that such financial statements fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their
operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments. 
 “Financial Plan” as defined in Section 5.1(i). 
 “First Lien Collateral
Agent” means the collateral agent under the First Lien Credit Agreement. 
 “First Lien Credit
Agreement” means the First Lien Credit and Guaranty Agreement dated as of the date hereof among Company and the other Guarantors party thereto, GSCP, as lead arranger, bookrunner and syndication agent and GSCP, as administrative agent and
collateral agent, and the other agents and Lenders party thereto, as it may be amended, modified, renewed, refunded, replaced or refinanced from time to time in accordance with this Agreement and the Intercreditor Agreement. 
  

 12 








 “First Lien Credit Facilities” means the revolving credit and term loan
facilities in an aggregate principal amount of $160,000,000 under the First Lien Credit Agreement, and any refinancing of such facilities in accordance with this Agreement and the Intercreditor Agreement. 
 “Fiscal Quarter” means a fiscal quarter of any Fiscal Year. 
 “Fiscal Year” means the fiscal year of Company and its Subsidiaries ending on the Saturday closest to December 31
of each calendar year. 
 “Flood Hazard Property” means any Real Estate Asset subject to a mortgage in favor
of Collateral Agent, for the benefit of the Secured Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards. 
 “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 
 “Funding Guarantors” as defined in Section 7.2. 
 “Funding Notice” means a notice substantially in the form of Exhibit A-1. 
 “GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States
generally accepted accounting principles in effect as of the date of determination thereof. 
 “Governmental
Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority. 
 “Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political
subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the
United States, or a foreign entity or government. 
 “Governmental Authorization” means any permit, license,
authorization, plan, directive, consent order or consent decree of or from any Governmental Authority. 
 “Grantor” as defined in the Pledge and Security Agreement. 
 “GSCP” as defined in
the preamble hereto. 
 “Guaranteed Obligations” as defined in Section 7.1. 
 “Guarantor” means each of Company and each Domestic Subsidiary of Company (other than Company), and to the extent no
material adverse tax consequences to the Company would result therefrom, each Foreign Subsidiary. 
 “Guarantor
Subsidiary” means each Guarantor. 
  

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 “Guaranty” means the guaranty of each Guarantor set forth in
Section 7. 
 “Hazardous Materials” means any chemical, material or substance, exposure to which is
prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Real Property or to the indoor or outdoor environment.

 “Hazardous Materials Activity” means any past or current activity, event or occurrence involving any
Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal,
remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing. 
 “Headquarters Capital Expenditure” as defined in Section 6.8(c). 
 “Headquarters Development Capital Expenditure” as defined in Section 6.8(c). 
 “Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement entered into in order to satisfy the requirements of this Agreement. 
 “Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable
to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow. 
 “Historical Financial Statements” means, as of the Effective Date, (i) the audited financial statements of each of
the Company and its Subsidiaries and Amazys and its Subsidiaries, for the immediately preceding three Fiscal Years, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such
Fiscal Years, and (ii) the unaudited financial statements of each of the Company and its Subsidiaries and Amazys and its Subsidiaries as at the most recently ended Fiscal Quarter, consisting of a balance sheet and the related consolidated
statements of income, stockholders’ equity and cash flows for the three-, six-or nine-month period, as applicable, ending on such date, and, in the case of clauses (i) and (ii), certified by the chief financial officer of Company that they
fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit
and normal year-end adjustments. 
 “Increased-Cost Lenders” as defined in Section 2.23. 
 “Indebtedness”, as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money;
(ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not
representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred 

  

 14 








 
purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months from
the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the
indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise
liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of
the obligation of another; (viii) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating
thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (ix) any liability of such Person for an obligation of another through any agreement (contingent or otherwise)
(a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or
otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (ix), the primary purpose or
intent thereof is as described in clause (viii) above; and (x) all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including, without limitation, any Interest Rate Agreement and
Currency Agreement, whether entered into for hedging or speculative purposes; provided, in no event shall obligations under any Interest Rate Agreement and any Currency Agreement be deemed “Indebtedness” for any purpose under
Section 6.8. 
 “Indemnified Liabilities” means, collectively, any and all liabilities, obligations,
losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any
investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing
this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on
common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the
transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection
from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) the statements contained in the commitment letter delivered by any Lender to Company with respect to the transactions contemplated by this
Agreement; or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Company or any of its Subsidiaries.

  

 15 








 “Indemnitee” as defined in Section 10.3. 
 “Insignificant Domestic Subsidiaries” shall mean any Subsidiary set forth on Schedules 4.27 hereof, unless and until
such Insignificant Subsidiary has become a Guarantor hereunder in accordance with Section 5.10 hereof. 
 “Intercreditor Agreement” means the Intercreditor Agreement dated as of January 30, 2006, substantially, in the form of Exhibit L, as it may be amended, restated, amended and restated, supplemented or otherwise
modified from time to time. 
 “Interest Payment Date” means with respect to (i) any Base Rate Loan,
each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any Loan that is a Eurodollar Rate
Loan, the last day of each Interest Period applicable to such Eurodollar Rate Loan and the final maturity date of such Loan; provided, in the case of each Interest Period of longer than three months “Interest Payment Date” shall
also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period. 
 “Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one-, two-, three- or six-months, as selected by Company in the applicable Funding Notice or Conversion/Continuation Notice,
(i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if
an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire
on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest
Period) shall, subject to clause (c) of this definition, end on the last Business Day of a calendar month; and (c) no Interest Period shall extend beyond the Maturity Date. 
 “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with Company’ and its Subsidiaries’ operations and not for speculative
purposes. 
 “Interest Rate Determination Date” means, with respect to any Interest Period, the date that is
two Business Days prior to the first day of such Interest Period. 
 “Internal Revenue Code” means the
Internal Revenue Code of 1986, as amended to the Effective Date and from time to time hereafter, and any successor statute. 
 “Investment” means (i) any direct or indirect purchase or other acquisition by Company or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor
Subsidiary); (ii) any direct or indirect redemption, 

  

 16 








 
retirement, purchase or other acquisition for value, by any Subsidiary of Company from any Person (other than Company or any Guarantor Subsidiary), of any
Capital Stock of such Person; and (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or
capital contributions by Company or any of its Subsidiaries to any other Person (other than Company or any Guarantor Subsidiary), including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise
from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment. 
 “Joint Venture” means a joint
venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

 “Landlord Consent and Estoppel” means, with respect to any Leasehold Property, a letter, certificate or
other instrument in writing from the lessor under the related lease, pursuant to which, among other things, the landlord consents to the granting of a Mortgage on such Leasehold Property by the Credit Party tenant, such Landlord Consent and Estoppel
to be in form and substance acceptable to Collateral Agent in its reasonable discretion, but in any event sufficient for Collateral Agent to obtain a Title Policy with respect to such Mortgage. 
 “Landlord Personal Property Collateral Access Agreement” means a Landlord Waiver and Consent Agreement substantially in
the form of Exhibit K with such amendments or modifications as may be approved by Collateral Agent. 
 “Leasehold Property” means any leasehold interest of any Credit Party as lessee under any lease of real property, other than any such leasehold interest designated from time to time by Collateral Agent in its sole
discretion as not being required to be included in the Collateral. 
 “Lender” means each financial
institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement. 
 “Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter or other date of determination of (i) Consolidated Total Debt as of such day to (ii) Consolidated Adjusted EBITDA
for the four Fiscal Quarter period ending on such date or if such date of determination is not the last day of a Fiscal Quarter, for the four Fiscal Quarter period ending as of the most recently concluded Fiscal Quarter. 
 “Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind
(including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the
foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities. 
  

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 “Loan” means a term loan made by a Lender to Company pursuant to
Section 2.1(a). 
 “Loan Exposure” means, with respect to any Lender, as of any date of determination,
the outstanding principal amount of the Loans of such Lender; provided, at any time prior to the making of the Loans, the Loan Exposure of any Lender shall be equal to such Lender’s Commitment. 
 “Major Breach” means a material breach of a covenant set forth in Section 6.1, 6.2 or 6.9. 
 “Major Default” means an event of the type described in Section 8.1(a), (f), (g) and (l)(i) or an event of the
type described in Section 8.1(c), to the extent that the event constitutes a “Major Breach.” 
 “Major
Representations” means the representations and warranties set forth in Section 4.1, 4.3, 4.4 and 4.5. 
 “Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time. 
 “Material Adverse Effect” means a material adverse effect on and/or material adverse developments with respect to (i) the business, operations, properties, assets, condition (financial or otherwise) or prospects of
Company and its Subsidiaries taken as a whole; (ii) the ability of any Credit Party to fully and timely perform its Obligations; (iii) the legality, validity, binding effect or enforceability against a Credit Party of a Credit Document to
which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any Credit Document. 
 “Material Contract” means any contract or other arrangement to which Company or any of its Subsidiaries is a party (other than the Credit Documents) for which breach,
nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect. 
 “Material Real Estate Asset” means (i) any fee-owned Real Estate Asset having a fair market value in excess of $1,000,000 as of the date of the acquisition thereof and (b) all Leasehold Properties other than those
with respect to which the aggregate payments under the term of the lease are less than $500,000 per annum. 
 “Maturity Date” means the earlier of (i) the seventh (7th) anniversary of the
Closing Date, and (ii) the date that all Loans shall become due and payable in full hereunder, whether by acceleration or otherwise. 
 “Merger Sub”, if formed, means, a wholly-owned Subsidiary of the Company, formed under the laws of Switzerland, at the option of Company, to effect the Tender Offer. 
  

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 “Moody’s” means Moody’s Investor Services, Inc. 
 “Mortgage” means a Mortgage substantially in the form of Exhibit J, as it may be amended, supplemented or otherwise
modified from time to time. 
 “Multiemployer Plan” means any Employee Benefit Plan which is a
“multiemployer plan” as defined in Section 3(37) of ERISA. 
 “NAIC” means The National
Association of Insurance Commissioners, and any successor thereto. 
 “Narrative Report” means, with respect
to the financial statements for which such narrative report is required, a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable month,
Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate. 
 “Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received by way of deferred payment pursuant to,
or by monetization of, a note receivable or otherwise, but only as and when so received) received by Company or any of its Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset
Sale, including (a) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any
Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale and (c) a reasonable reserve for any indemnification
payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Company or any of its Subsidiaries in connection with such Asset Sale. 

“Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash payments or proceeds received by
Company or any of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of Company or any of its Subsidiaries by any Person pursuant to the power of
eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by Company or any of its
Subsidiaries in connection with the adjustment or settlement of any claims of Company or such Subsidiary in respect thereof, and (b) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (i)(b)
of this definition, including income taxes payable as a result of any gain recognized in connection therewith. 
 “Nonpublic Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD. 
 “Non-US Lender” as defined in Section 2.20(c). 
  

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 “Note” means a promissory note in the form of Exhibit B, as it may
be amended, supplemented or otherwise modified from time to time. 
 “Notice” means a Funding Notice or a
Conversion/ Continuation Notice. 
 “Obligations” means all obligations of every nature of each Credit Party
under the Credit Documents, including obligations from time to time owed to the Agents (including former Agents), the Lenders or any of them under any Credit Document, whether for principal, interest (including interest which, but for the filing of
a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), premiums. fees, expenses,
indemnification or otherwise. 
 “Obligee Guarantor” as defined in Section 7.7. 
 “Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation
or organization, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general
partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended. In the event any term or condition of this Agreement
or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type
customarily certified by such governmental official. 
 “PBGC” means the Pension Benefit Guaranty
Corporation or any successor thereto. 
 “Pension Plan” means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA. 
 “Permitted Acquisition” means 
 (a)  any acquisition by Company or any of its
wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Capital Stock of, or a business line or unit or a division of, any Person; provided, 
 (i)  immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred
and be continuing or would result therefrom; 
 (ii)  all transactions in connection therewith
shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations; 
 (iii)  in the case of the acquisition of Capital Stock, all of the Capital Stock (except for any such Securities in the nature of directors’ qualifying shares required pursuant to
applicable law) acquired or otherwise issued by such Person or any newly 

  

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formed Subsidiary of Company in connection with such acquisition shall be owned 100% by Company or a Guarantor Subsidiary thereof, and Company shall have
taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Company, each of the actions set forth in Sections 5.10 and/or 5.11, as applicable; 
 (iv)    Company and its Subsidiaries shall be in compliance with the financial covenants set forth in
Section 6.8 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended, (as determined in accordance with Section 6.8(d)); 
 (v)    Company shall have delivered to Administrative Agent (A) at least ten (10) Business
Days prior to such proposed acquisition, a Compliance Certificate evidencing compliance with Section 6.8 as required under clause (iv) above, together with all relevant financial information with respect to such acquired assets, including,
without limitation, the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.8; and 
 (vi)    any Person or assets or division as acquired in accordance herewith shall be in same or similar business or same or similar lines of business in which Company and/or
its Subsidiaries were engaged as of the Effective Date; 
 (b) (i) the acquisition by Company or Merger Sub of the
Amazys Shares pursuant to the Tender Offer, (ii) the acquisition of additional Amazys Shares in accordance with applicable law and the obligations under Section 5.20, provided that the cash component of the consideration paid for the
acquisition of such Amazys Shares does not exceed the cash component of the consideration paid for any Amazys Shares pursuant to the Tender Offer and (iii) to the extent Merger Sub shall have been utilized to execute the Tender Offer through
the Acquisition of Amazys Shares, the merger of Amazys with and into Merger Sub, with Amazys being the surviving entity, as required pursuant to Section 6.9 of this Agreement. 
 “Permitted Liens” means each of the Liens permitted pursuant to Section 6.2. 
 “Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability
companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental
Authorities. 
 “Phase I Report” means, with respect to any Real Property, a report that (i) conforms
to the ASTM Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, E 1527 and (ii) was conducted no more than six months prior to the date such report is required to be delivered hereunder, by one
or more environmental consulting firms reasonably satisfactory to Administrative Agent. 
 “Platform” as
defined in Section 5.1(q). 
  

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 “Pledge and Security Agreement” means the Pledge and Security Agreement
executed by Company and each Guarantor on January 30, 23006, substantially in the form of Exhibit I, as it may be amended, supplemented or otherwise modified from time to time. 
 “Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section as the Prime Rate
(currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer. Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. 
 “Principal Office” means Administrative Agent’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as
appropriate, as Administrative Agent may from time to time designate in writing to Company and each Lender. 
 “Projections” as defined in Section 4.8. 
 “Pro Rata Share” means with
respect to any Lender, the percentage obtained by dividing (a) the Loan Exposure of that Lender by (b) the aggregate Loan Exposure of all Lenders. 
 “Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property. 
 “Real Property” means any real property (including all buildings, fixtures or other improvements located thereon) now,
hereafter or heretofore owned, leased and operated or used by Company or any of its Subsidiaries or any of their respective predecessors or Affiliates. 
 “Record Document” means, with respect to any Leasehold Property, (i) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected
real property, as lessor, or (ii) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in
form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to Collateral Agent. 
 “Recorded Leasehold Interest” means a Leasehold Property with respect to which a Record Document has been recorded in all places necessary or desirable, in Administrative Agent’s reasonable
judgment, to give constructive notice of such Leasehold Property to third-party purchasers and encumbrances of the affected real property. 
 “Register” as defined in Section 2.7(b). 
 “Regulation D” means Regulation D of the Board of Governors, as in effect from time to time. 
 “Regulation FD” means Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time. 
  

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 “Related Agreements” means, collectively, the Transaction Documents, the
First Lien Credit Agreement and all “Credit Documents” as defined in the First Lien Credit Agreement. 
 “Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor. 
 “Release” means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed
receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater. 
 “Replacement Lender” as defined in Section 2.23. 
 “Required
Prepayment Date” as defined in Section 2.15(b). 
 “Requisite Lenders” means one or more
Lenders having or holding Loan Exposure representing more than 50% of the aggregate Loan Exposure of all Lenders. 
 “Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Company or Company now or hereafter outstanding, except a dividend payable
solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Company
or Company now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Company or Company now or hereafter
outstanding and (iv) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to the
Existing Indebtedness or the Indebtedness permitted under Section 6.1(m) hereof. 
 “Revolving Loan Tender Draw
Amount” has the meaning assigned to such term in the First Lien Credit Agreement. 
 “S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation. 
 “Second
Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is (i) the only Lien to which such Collateral is subject, other than any Permitted Lien and
(ii) second in priority by contract only to the Liens created under or relating to the First Lien Credit Agreement or by contract or applicable law to any Permitted Lien which is permitted to have priority pursuant to the terms of
Section 6.2. 
  

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 “SESTA” shall mean the Swiss Federal Act on Stock Exchanges and
Securities Trading. 
 “Secured Parties” has the meaning assigned to that term in the Pledge and Security
Agreement. 
 “Securities” means any stock, shares, partnership interests, voting trust certificates,
certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general
any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing. 
 “Securities Act” means the Securities Act of 1933, as amended from time to time, and any
successor statute. 
 “Solvent” means, with respect to any Credit Party, that as of the date of
determination, both (i) (a) the sum of such Credit Party’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Credit Party’s present assets; (b) such Credit Party’s capital
is not unreasonably small in relation to its business as contemplated on such date of determination and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Effective Date; and (c) such Person has
not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is
“solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as
the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the
criteria for accrual under Statement of Financial Accounting Standard No.5). 
 “Subject Transaction” as
defined in Section 6.8(d). 
 “Subsidiary” means, with respect to any Person, any corporation,
partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any
contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the
time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by
another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. For the avoidance of doubt, from and after the Closing Date, Amazys and each of its Subsidiaries shall
constitute Subsidiaries of the Company. 
  

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 “Syndication Agent” as defined in the preamble hereto. 
 “Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any
nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided, “Tax on the overall net income” of a Person shall be construed as a reference to a tax imposed by the
jurisdiction in which that Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office)
is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person
(and/or, in the case of a Lender, its applicable lending office). 
 “Tender Offer” means the offer by the
Company to acquire all the issued and outstanding Amazys Shares substantially on the terms and conditions referred to in the Tender Offer Documents, as amended, supplemented or otherwise modified in accordance with the terms of this Agreement.

 “Tender Offer Conditions Precedent” means the conditions precedent set forth on Schedule 1.1. 

“Tender Offer Documents” means the Tender Offer Prospectus and the Tender Offer Pre-Announcement. 
 “Tender Offer Pre-Announcement” means the pre-announcement published by the Company on January 31, 2006, in
connection with the Tender Offer, pursuant to Article 22 et seq. of SESTA. 
 “Tender Offer Prospectus”
means the prospectus to be published by the Company pursuant to SESTA and the registration statement filed on Form S-4 and the prospectus included therein, the Schedule TO, the proxy statement and the other documents relating to the Tender Offer
filed pursuant to SESTA and the U.S. Securities and Exchange Commission and all certificates and other documents delivered thereunder., as amended, supplemented or otherwise modified in accordance with the terms of this Agreement. 
 “Terminated Lender” as defined in Section 2.23. 
 “Title Policy” as defined in Section 5.19(c)(iv). 
 “Transaction Costs” means the fees, costs and expenses payable by Company or any of Company’s Subsidiaries in
connection with the transactions contemplated by the Credit Documents and the Related Agreements. 
 “Transaction
Agreement” means that certain transaction agreement between Company and/or Merger Sub and Amazys, dated as of January 30 2006, and all schedules and exhibits thereto. 
  

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 “Transaction Documents” means the Transaction Agreement, the Tender
Offer Pre-Announcement and the Tender Offer Prospectus. 
 “Type of Loan” means a Base Rate Loan or a
Eurodollar Rate Loan. 
 “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation)
as in effect in any applicable jurisdiction. 
 1.2.    Accounting
Terms.    Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required
to be delivered by Company to Lenders pursuant to Section 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in
Section 5.1(e), if applicable). Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the
Historical Financial Statements. 
 1.3.    Interpretation, etc.    Any of the
terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an
Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or
words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. Any terms defined herein by reference
to the First Lien Credit Agreement and any sections of the First Lien Credit Agreement referenced herein shall include any similar terms as defined or similar sections, as the case may be, in any refinancing of the First Lien Credit Agreement that
is permitted under this Agreement and the Intercreditor Agreement. 
 1.4.    Interrelationship with
the Existing Credit Agreement. 
 (a)  This Agreement is intended to amend and restate the provisions of the
Existing Credit Agreement and, except as expressly modified herein, all of the terms and provisions of the Existing Credit Agreement shall continue to apply for the period prior to the date hereof, including any determinations of compliance with
covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount that may be payable to the Administrative Agent, the Collateral Agent or the Lenders (or their respective assignees or replacements
hereunder). All references in the Notes and the other Credit Documents to (i) the “Credit Agreement” shall be deemed to include references to this Agreement and (ii) the “Lenders” or a “Lender” or to the
“Administrative Agent” or the “Collateral Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on or after the date hereof, all of the covenants set forth in the Existing Credit Agreement shall
be of no further force and effect (with respect to such periods), it being understood that all obligations of Company under the Existing Credit Agreement shall be governed by this Agreement from and after the date hereof. 
  

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 (b)  The parties hereto acknowledge and agree that this Agreement and the other
Credit Documents do not constitute a novation, payment and reborrowing or termination of the existing Commitments or other obligations under the Existing Credit Agreement and that all such obligations are in all respects continued and outstanding as
obligations under this Agreement with only the terms being modified from and after the date hereof as provided herein and in the other Credit Documents. Company, Agents and Lenders acknowledge and agree that all principal, interest, fees, costs,
reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Existing Credit Agreement which remain unpaid and outstanding as of the date hereof shall be and remain outstanding and payable as an
obligation under this Agreement and the other Credit Documents. 
 (c)  By its execution hereof, each Lender
consents to the amendment, amendment and restatement, replacement or other modification to any other Credit Document (and any other Credit Document as defined in the First Lien Credit Agreement) being so amended, amended and restated, replaced or
otherwise modified on the date hereof or on or prior to the Closing Date in the form approved by the Administrative Agent. 
 SECTION
2.    LOANS 
 2.1.    Loans 
 (a)  Loan Commitments.    Subject to the terms and conditions hereof, each Lender severally agrees
to make, on the Closing Date, a Loan to Company in an amount equal to such Lender’s Commitment. Company may make only one borrowing under the Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and
subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Loans shall be paid in full no later than the Maturity Date. Each Lender’s Commitment shall terminate
immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Commitment on such date. 
 (b)  Borrowing Mechanics for Loans. 
 (i)  Company shall deliver to Administrative Agent a fully executed Funding Notice no later than three Business Days (or such shorter period as Administrative Agent may agree) prior to the Closing Date. Promptly upon receipt by
Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. 
 (ii)  Each Lender shall make its Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at the Principal
Office designated by Administrative Agent, or by such time and at such location as the Administrative Agent shall otherwise reasonably agree. Upon satisfaction or waiver of the conditions precedent specified herein, 

  

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Administrative Agent shall make the proceeds of the Loan available to Company on the Closing Date by causing an amount of same day funds in Dollars equal to
the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to
Administrative Agent by Company. 
 2.2.    [Reserved] 
 2.3.    [Reserved] 
 2.4.    [Reserved] 
 2.5.    Pro Rata Shares; Availability of Funds. 
 (a)  Pro Rata
Shares.    All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default
by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender
in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby. For the avoidance of doubt, and notwithstanding anything contained in this Section 2.5(a) to the contrary; Goldman Sachs
Credit Partners L.P., as initial Lender, shall be responsible for all Loans to be made on the Closing Date subject to the conditions set forth in Section 3.1. 
 (b)  Availability of Funds.    Unless Administrative Agent shall have been notified by any Lender prior to the Closing Date that such Lender does not intend
to make available to Administrative Agent the amount of such Lender’s Loan requested on the Closing Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on the Closing Date and
Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on the Closing Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender,
Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the customary
rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor,
Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from the Closing Date until the date such amount is paid to
Administrative Agent, at the rate payable hereunder for Base Rate Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that Company may
have against any Lender as a result of any default by such Lender hereunder. For the avoidance of doubt, and notwithstanding anything contained in this Section 2.5(b) to the contrary; Goldman Sachs Credit Partners L.P., as initial Lender, shall
be responsible for all Loans to be made on the Closing Date subject to the conditions set forth in Section 3.1. 
  

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 2.6.    Use of Proceeds.    The proceeds
of the Loans shall be used on the Closing Date solely (i) to fund the cash component of the purchase price by Company or Merger Sub of the Amazys Shares pursuant to the Tender Offer tendered as of the Closing Date (including paying all fees,
commissions and expenses in connection therewith) and thereafter, (ii) to refinance or retire all the Indebtedness of Company’s and Amazys, (iii) to redeem all of the preferred stock of Company and Amazys and (iv) to pay fees,
commissions and expenses as of the Closing Date in connection therewith. 
 2.7.    Evidence of Debt;
Register; Lenders’ Books and Records; Notes. 
 (a)  Lenders’ Evidence of
Debt.    Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Company to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in
respect thereof. Any such recordation shall be conclusive and binding on Company, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect Company’s Obligations in
respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern. 
 (b)  Register.    Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at
the Principal Office a register for the recordation of the names and addresses of Lenders and the Loans of each Lender from time to time (the “Register”). The Register shall be available for inspection by Company or any Lender at
any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Loans in accordance with the provisions of Section 10.6, and each repayment or
prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Company and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such
recordation, shall not affect Company’s Obligations in respect of any Loan. Company hereby designates GSCP to serve as Company’s agent solely for purposes of maintaining the Register as provided in this Section 2.7, and Company hereby
agrees that, to the extent GSCP serves in such capacity, GSCP and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.” 
 (c)  Notes.    If so requested by any Lender by written notice to Company (with a copy to
Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of
such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Company’s receipt of such notice) a Note to evidence such Lender’s Loan. 
  

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 2.8.    Interest on Loans 
 (a)  Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date
made through repayment (whether by acceleration or otherwise) thereof as follows: 
 (i)  in the
case of a Base Rate Loan, at the Base Rate plus the Applicable Margin; or 
 (ii)  in the case of a
Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin. 
 (b)  The basis for determining
the rate of interest with respect to any Loan and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or
Conversion/Continuation Notice, as the case may be; provided, (i) until the date which is sixty (60) days following the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period
of no longer than one month or (2) Base Rate Loans. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof
specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan. 
 (c)  In connection with Eurodollar Rate Loans there shall be no more than six (6) Interest Periods outstanding at any time. In the event Company fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the
applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if
outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Company fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or
Conversion/Continuation Notice, Company shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine
(which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest
Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Company and each Lender. 
 (d)  Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on
the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such
Loan or the last Interest Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall
be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to
such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. 
  

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 (e)  Except as otherwise set forth herein, interest on each Loan (i) shall
accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of
that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans. 

2.9.    Conversion/Continuation. 
 (a)  Subject to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, Company shall have the option: 
 (i)  to convert at any time all or any part of any Loan equal to $1,000,000 and integral multiples of $250,000
in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Company shall pay all
amounts due under Section 2.18 in connection with any such conversion; or 
 (ii)  upon the
expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $250,000 in excess of that amount as a Eurodollar Rate Loan. 
 (b)  Company shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. (New York City
time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or
a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and
after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith. 
 2.10.    Default Interest.    Upon the occurrence and during the continuance of an Event of Default under Section 8.1(a), the principal amount of all Loans
outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code
or other applicable bankruptcy laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate
which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans); provided, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in
interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand 

  

 31 








 
at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased
rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any
Lender. 
 2.11.    Fees.    Company agrees to pay to Agents such fees in the
amounts and at the times separately agreed upon. 
 2.12.    Payment at
Maturity.    The Loans, together with all other amounts owed hereunder with respect thereto, shall be paid in full no later than the Maturity Date. 
 2.13.    Voluntary Prepayments; Call Protection. 
 (a)  Voluntary Prepayments. 
 (i)  Subject to the terms of
Section 2.13(b) below, after the Discharge of First Lien Obligations, at any time and from time to time: 
 (1)  with respect to Base Rate Loans, Company may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount; and

 (2)  with respect to Eurodollar Rate Loans, Company may prepay any such Loans on any Business
Day in whole or in part in an aggregate minimum amount of $250,000 and integral multiples of $100,000 in excess of that amount. 
 (ii)  All such prepayments shall be made: 
 (1)  upon
not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans; and 
 (2)  upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans. 
 in each case given to Administrative Agent by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such
telephonic or original notice by telefacsimile or telephone to each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any
such voluntary prepayment shall be applied as specified in Section 2.15(a). 
  

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 (b)  Call Protection.    In the event that the Loans
are prepaid or repaid in whole or in part on or prior to the second anniversary of the Closing Date, the Company shall pay to the Lenders a prepayment premium on the amount so prepaid or repaid as follows: 
  

			
	 Relevant period
	  	 Prepayment premium as
 a percentage of the
 amount so
prepaid
 or repaid

	 On or prior to the first anniversary of the Closing Date
	  	2.0%
	 On or prior to the second anniversary of the Closing Date but after the first anniversary of the Closing
Date
	  	1.0%
	 After the second anniversary of the Closing Date
	  	0.0%

 2.14.    Mandatory Prepayments/Commitment Reductions.

 (a)  Asset Sales.    After the Discharge of First Lien Obligations, no later than
the third (3rd) Business Day following the date of receipt by Company or any of its Subsidiaries of any Net
Asset Sale Proceeds, Company shall prepay the Loans as set forth in Section 2.15 in an aggregate amount equal to such Net Asset Sale Proceeds; provided, (i) so long as no Default or Event of Default shall have occurred and be
continuing, and (ii) to the extent that aggregate Net Asset Sale Proceeds from the Effective Date hereof through the applicable date of determination do not exceed $5,000,000, Company shall have the option, directly or through one or more of
its Subsidiaries, to invest Net Asset Sale Proceeds (other than Net Asset Sale Proceeds from any Existing Headquarters Asset Sale) within one hundred eighty days of receipt thereof in long-term productive assets of the general type used in the
business of Company and its Subsidiaries; provided further, that on or prior to March 31, 2007, the Net Asset Sale Proceeds from the Existing Headquarters Asset Sale may be applied first against the Existing Headquarters Loan,
with any such Net Asset Sale Proceeds remaining after payment in full in cash of the Existing Headquarters Loan being applied as otherwise required by this Section 2.14(a) (without being reinvested as otherwise permitted by
Section 2.14(a)). 
 (b)  Insurance/Condemnation Proceeds.    After the Discharge
of First Lien Obligations, no later than the first Business Day following the date of receipt by Company or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Company shall prepay the Loans as
set forth in Section 2.15 in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent that
aggregate Net Insurance/Condemnation Proceeds from the Effective Date through the applicable date of determination do not exceed $5,000,000, Company shall have the option, directly or through one or more of its Subsidiaries to invest such Net
Insurance/Condemnation Proceeds within one hundred eighty days of receipt thereof in long term productive assets of the general type used in the business of Company and its Subsidiaries, which investment may include the repair, restoration or
replacement of the applicable assets thereof. 
  

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 (c)  [Reserved] 
 (d)  Issuance of Debt.    After the Discharge of First Lien Obligations, on the date of receipt by
Company or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of Company or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1), Company shall
prepay the Loans as set forth in Section 2.15 in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and
expenses. 
 (e)  Consolidated Excess Cash Flow.    After the Discharge of First Lien
Obligations, in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year ending on or about December 30, 2006), Company shall, no later than ninety days after the end of such Fiscal Year,
prepay the Loans as set forth in Section 2.15 in an aggregate amount equal to (i) 75% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of Consolidated Total Debt (excluding repayments of Revolving Loans or
Swing Line Loans (each as defined in the First Lien Credit Agreement) except to the extent the Revolving Commitments (as defined in the First Lien Credit Agreement) are permanently reduced in connection with such repayments); provided, for
any Fiscal Year in which the Leverage Ratio (determined by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be 2.50:1.00 or less, Company
shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 50% of such Consolidated Excess Cash Flow. 
 (f)  Prepayment Premium.    Any prepayments made pursuant to Section 2.14(a) through 2.14(d) shall be subject to the Call Protection provisions of
Section 2.13(b). 
 (g)  Prepayment Certificate.    Concurrently with any
prepayment of the Loans pursuant to Sections 2.14(a) through 2.14(e), Company shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds or Consolidated
Excess Cash Flow, as the case may be. In the event that Company shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Company shall promptly make an additional prepayment of the Loans in an
amount equal to such excess, and Company shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess. 
 2.15.    Application of Prepayments. 
 (a)  Any prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans. 
 (b)  Waivable Mandatory Prepayment.    Anything contained herein to the contrary notwithstanding, so
long as any Loans are outstanding, in the event Company is required to make 

  

 34 








 
any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans, not less than three Business Days prior to the date (the
“Required Prepayment Date”) on which Company is required to make such Waivable Mandatory Prepayment, Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter
notify each Lender of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and
Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such
option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Company shall pay to Administrative Agent that portion
of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied in accordance with Section 2.15). The remaining amount of the
Waivable Mandatory Prepayment shall be retained by Company and used for any purpose not prohibited by this Agreement or the other Credit Documents. 
 2.16.    General Provisions Regarding Payments. 
 (a)  All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to
Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative
Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day. 
 (b)  All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. 
 (c)  Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address
as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees
payable with respect thereto, to the extent received by Administrative Agent. 
 (d)  Notwithstanding the foregoing
provisions hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect
thereto in apportioning payments received thereafter. 
 (e)  Whenever any payment to be made hereunder with
respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day unless such succeeding Business Day occurs after the Maturity Date, in which case, such payment shall
be made on the immediately preceding Business Day. 
  

 35 








 (f)  Company hereby authorizes Administrative Agent to charge Company’s
accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

 (g)  Administrative Agent shall deem any payment by or on behalf of Company hereunder that is not made in same
day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and
(ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a
Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the
period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full. 
 (h)  Subject to the terms of the Intercreditor Agreement, if an Event of Default shall have occurred and not otherwise been
waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application
arrangements described in Section 7.2 of the Pledge and Security Agreement. 
 2.17.    Ratable
Sharing.    Lenders hereby agree among themselves that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of
them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the
enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal,
interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other
Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a
portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the
other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing
Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender
ratably to the extent of such recovery, but without interest. Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise 

  

 36 








 
any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by Company to that holder with respect thereto as
fully as if that holder were owed the amount of the participation held by that holder. 
 2.18.    Making or Maintaining Eurodollar Rate Loans. 
 (a)  Inability to
Determine Applicable Interest Rate.    In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination
Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the
definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no Loans may be made as, or
converted to, Eurodollar Rate Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by
Company with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Company. 
 (b)  Illegality or Impracticability of Eurodollar Rate Loans.    In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all
parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good
faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would
not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the Effective Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in
any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination (which notice
Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by
the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make
such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be
terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of
such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Company pursuant to a Funding Notice or a Conversion/Continuation
Notice, Company shall have the option, subject to the provisions of Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to


  

 37 








 
Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of
rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.18(b) shall affect the obligation of any Lender other than an Affected Lender to
make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof. 
 (c)  Compensation for Breakage or Non-Commencement of Interest Periods.    Company shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for
requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by
such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar
Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation
Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable
to that Loan (including, without limitation, pursuant to Section 2.13(c) hereof); or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Company. 
 (d)  Booking of Eurodollar Rate Loans.    Any Lender may make, carry or transfer Eurodollar Rate
Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender. 
 (e)  Assumptions Concerning Funding of Eurodollar Rate Loans.    Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such
Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to
the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United
States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this
Section 2.18 and under Section 2.19. 
 2.19.    Increased Costs; Capital Adequacy.

 (a)  Compensation For Increased Costs and Taxes.    Subject to the provisions of
Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto)
that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or 

  

 38 








 
order), or any determination of a court or governmental authority, in each case that becomes effective after the Effective Date (or in the case of any Lender
that becomes a party after the Effective Date, the date that such Lender becomes a party hereto), or compliance by such Lender with any guideline, request or directive issued or made after the Effective Date by any central bank or other governmental
or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this
Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes,
modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in
or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected
in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank
market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with
respect thereto; then, in any such case, Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver
to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and
binding upon all parties hereto absent manifest error. 
 (b)  Capital Adequacy
Adjustment.    In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the Effective Date of any law, rule or regulation (or any provision thereof) regarding
capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or
its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or participations therein or other obligations hereunder with respect to the
Loans to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such
controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional
amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a 

  

 39 








 
written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which
statement shall be conclusive and binding upon all parties hereto absent manifest error. 
 2.20.    Taxes; Withholding, etc. 
 (a)  Payments to Be Free and
Clear.    All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any
Tax (other than a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction
from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment. 
 (b)  Withholding of Taxes.    If any Credit Party or any other Person is required by law to make any
deduction or withholding on account of any such Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender under any of the Credit Documents: (i) Company shall notify Administrative Agent of any such requirement
or any change in any such requirement as soon as Company becomes aware of it; (ii) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit
Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by such Credit Party in respect
of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be,
receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction
or withholding, and within thirty days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such
deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any
change after the Effective Date (in the case of each Lender listed on the signature pages hereof on the Effective Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other
Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the Effective Date or at the date of such
Assignment Agreement, as the case may be, in respect of payments to such Lender. 
 (c)  Evidence of Exemption
From U.S. Withholding Tax.    Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US
Lender”) shall deliver to Administrative Agent for transmission to Company, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date 

  

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of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the
determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by
such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any
payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code
and cannot deliver either Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed
and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Lender is not subject to deduction or withholding of United States federal income tax
with respect to any payments to such Lender of interest payable under any of the Credit Documents. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters
pursuant to this Section 2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or
other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate re
Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code
and reasonably requested by Company to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative
Agent and Company of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount to any Non-US Lender under Section 2.20(b)(iii) if such Lender shall have failed
(1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.20(c), or (2) to notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other
evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a
Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve Company of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law,
treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Lender is not subject to withholding as described herein. 
 2.21.    Obligation to Mitigate.    Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence
of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 

  

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2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use
reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof
the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially
reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely
affect such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company agrees to pay all incremental expenses incurred by such Lender as a
result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Company pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted
by such Lender to Company (with a copy to Administrative Agent) shall be conclusive absent manifest error. 
 2.22.    [Reserved] 
 2.23.    Removal or Replacement of a
Lender.    Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Company that such Lender is an Affected
Lender or that such Lender is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in
effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Company’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent
with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”)
whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the “Terminated Lender”), Company may, by giving written notice to Administrative Agent and any
Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement
Lender”) in accordance with the provisions of Section 10.6 and the assignment fees, if any, in connection with such assignment shall be paid as follows: (x) Borrower shall pay the fees, if any, payable thereunder in connection
with any such assignment from an Increased Cost Lender or a Non-Consenting Lender and (y) the Defaulting Lender shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Lender; provided,
(1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of all outstanding Loans of the Terminated Lender; (2) on the date of such assignment, Company shall pay any amounts
payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; or otherwise as if it were a prepayment; (3) on the next Interest Payment Date, an amount equal to accrued interest and all accrued, but theretofore unpaid fees
pursuant to Section 2.11, if any, shall be paid to Terminated Lender and Replacement Lender in accordance with Section 10.6(d); and (4) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall

  

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consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all
amounts owing to any Terminated Lender such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated
Lender. 
 SECTION 3.    CONDITIONS PRECEDENT 
 3.1.    Closing Date.    The obligation of each Lender to make a Credit Extension on the
Closing Date is subject to the satisfaction of the following conditions: 
 (a)  Tender Offer Conditions
Precedent.    Each of the Tender Offer Conditions Precedent, unless waived in writing by the Administrative Agent, shall have been satisfied, and Administrative Agent shall have received certification of the same to its
reasonable satisfaction. 
 (b)  Consummation of the Tender Offer.    The conditions
included in Section B.9 of the Tender Offer Prospectus have been satisfied or waived such that the Tender Offer becomes or is declared wholly unconditional in all respects and the Tender Agent shall have agreed to purchase the Amazys Shares on
the Company’s behalf pursuant to the Tender Offer promptly upon receipt of the proceeds of the Loans as further set forth in the exhibits to the Funding Notice. 
 (c)  Representations and Warranties.    The Major Representations shall be true and correct as they relate to the Company and its Subsidiaries and Amazys as
of the Closing Date, with the same effect as if made on such date. 
 (d)  Event of
Default.    At the time of and immediately after giving effect to the Loan no Major Default shall have occurred and be continuing. 
 (e)  Closing Date.    Lenders shall have made the Loans to Company on or before July 31, 2006. 
 (f)  Funding Notice.    Administrative Agent shall have received a Funding Notice in accordance with Section 2.1(b). 
 3.2.    Notices    Any Notice shall be executed by an Authorized Officer in a writing
delivered to Administrative Agent. In lieu of delivering a Notice, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in
writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of continuation/conversion. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice
referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Company or for otherwise acting in good faith. 
  

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 SECTION 4.    REPRESENTATIONS AND WARRANTIES 
 In order to induce Lenders to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents
and warrants to each Lender, on the Effective Date, on the date hereof and on the Closing Date, that the following statements are true and correct (it being understood and agreed that the representations and warranties made on the Closing Date are
deemed to be made concurrently with the consummation of the Tender Offer and the borrowings under the First Lien Credit Agreement contemplated hereby): 
 4.1.    Organization; Requisite Power and Authority; Qualification.    Each of Company and its Subsidiaries (a) is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to
be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and
wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect. 
 4.2.    Capital Stock and Ownership.    The Capital Stock of each of Company and its
Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which
Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of
its Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest
or other Capital Stock of Company or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the date hereof. 
 4.3.    Due Authorization.    The execution, delivery and performance of the Credit
Documents have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto. 
 4.4.    No Conflict.    The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the
Credit Documents do not and will not (a) violate any provision of any law or any governmental rule or regulation applicable to Company or any of its Subsidiaries, any of the Organizational Documents of Company or any of its Subsidiaries, or any
order, judgment or decree of any court or other agency of government binding on Company or any of its Subsidiaries except to the extent such violation could not be reasonably expected to have a Material Adverse Effect; (b) conflict with, result
in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Company or any of its Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have a
Material Adverse Effect; (c) result in or require the creation or imposition of 

  

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any Lien upon any of the properties or assets of Company or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor
of Collateral Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Company or any of its Subsidiaries, except for
such approvals or consents were obtained on or before the date hereof (to the extent required to be so obtained by such date) or otherwise by the Closing Date, and disclosed in writing to Lenders and except for any such approvals or consents the
failure of which to obtain will not have a Material Adverse Effect. 
 4.5.    Governmental
Consents.    The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not
require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except as otherwise set forth in the Related Agreements and on Schedule 4.5 hereto, and except for filings and recordings
with respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, as of the Effective Date. 
 4.6.    Binding Obligation.    Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding
obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to enforceability. 
 4.7.    Historical
Financial Statements.    The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in
such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited
financial statements, to changes resulting from audit and normal year-end adjustments. As of the date hereof, neither Company nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or
long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or
prospects of Company and any of its Subsidiaries taken as a whole. 
 4.8.    Projections.    On and as of the date hereof, the Projections of Company and its Subsidiaries for the period of Fiscal Year 2006 through and including Fiscal Year 2010 (the
“Projections”) are based on good faith estimates and assumptions made by the management of Company; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the
Projections may differ from such Projections and that the differences may be material; provided further, as of the date hereof, management of Company believed that the Projections were reasonable and attainable. 
 4.9.    No Material Adverse Change.    Since December 31, 2004, no event,
circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect. 
  

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 4.10.    No Restricted Junior
Payments.    Since December 31, 2004, neither Company nor any of its Subsidiaries has directly or indirectly declared, ordered, paid or made, or set apart any sum or property for, any Restricted Junior Payment or agreed
to do so except as would be permitted pursuant to Section 6.5. 
 4.11.    Adverse Proceedings,
etc.    There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Company nor any of its Subsidiaries (a) is in violation of any
applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions,
decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. 
 4.12.    Payment of
Taxes.    Except as otherwise permitted under Section 5.3, all tax returns and reports of Company and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns
to be due and payable and all assessments, fees and other governmental charges upon Company and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and
payable. Company knows of no proposed tax assessment against Company or any of its Subsidiaries which is not being actively contested by Company or such Subsidiary in good faith and by appropriate proceedings; provided, such reserves or other
appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor. Neither Company not any of its Subsidiaries has ever been a party to an understanding or arrangement constituting a “tax
shelter” within the meaning of Section 6111(c), Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Internal Revenue Code, or has ever “participated” in a “reportable transaction” within the meaning of
Treasury Regulation Section 1.6011-4. 
 4.13.    Properties. 
 (a)  Title.    Each of Company and its Subsidiaries has (i) good, sufficient and legal title to
(in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (iii) good title to (in the case of all other personal property), all of their
respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.5 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for assets
disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.9. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.

 (b)  Real Estate.    As of the date hereof, Schedule 4.13 contains a true,
accurate and complete list of (i) all Real Estate Assets, and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate
Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under 

  

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such lease, sublease or assignment. Each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect and Company
does not have knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles. 
 4.14.    Environmental Matters.    Neither Company nor any of its Subsidiaries nor any of
their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that,
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Company nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law that, individually or in the aggregate, could be expected to have a Material Adverse Effect. There are and, to each of Company’ and
its Subsidiaries’ knowledge, have been, no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Company or any of its Subsidiaries that, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Company nor any of its Subsidiaries nor, to any Credit Party’s knowledge, any predecessor of Company or any of its Subsidiaries has filed any notice
under any Environmental Law indicating past or present treatment of Hazardous Materials at any Real Property, and none of Company’ or any of its Subsidiaries’ operations involves the generation, transportation, treatment, storage or
disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent, except in compliance with Environmental Laws. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental
Laws could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. No event or condition has occurred or is occurring with respect to Company or any of its Subsidiaries relating to any Environmental Law, any
Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect. 
 4.15.    No Defaults.    Neither Company nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a
default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect. 
 4.16.    Material Contracts.    Schedule 4.16 contains a true, correct and complete list of all the Material Contracts in effect on the date
hereof, and except as described thereon, all such Material Contracts are in full force and effect and no defaults currently exist thereunder. 
 4.17.    Governmental Regulation.    Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the
Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or 

  

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regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither
Company nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment
company” as such terms are defined in the Investment Company Act of 1940. 
 4.18.    Margin
Stock.    Neither Company nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of
the proceeds of the Loans made to such Credit Party will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates, or is
inconsistent with, the provisions of Regulation T, U or X of the Board of Governors. 
 4.19.    Employee Matters.    Neither Company nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is
(a) no unfair labor practice complaint pending against Company or any of its Subsidiaries, or to the best knowledge of Company, threatened against any of them before the National Labor Relations Board and no grievance or arbitration proceeding
arising out of or under any collective bargaining agreement that is so pending against Company or any of its Subsidiaries or to the best knowledge of Company, threatened against any of them, (b) no strike or work stoppage in existence or
threatened involving Company or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect, and (c) to the best knowledge of Company, no union representation question existing with respect to the employees of
Company or any of its Subsidiaries and, to the best knowledge of Company, no union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the
aggregate) such as is not reasonably likely to have a Material Adverse Effect. 
 4.20.    Employee
Benefit Plans.    Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations
and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the
Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which
would cause such Employee Benefit Plan to lose its qualified status. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been
or is expected to be incurred by Company, any of its Subsidiaries or any of their ERISA Affiliates. No ERISA Event has occurred or is reasonably expected to occur. Except to the extent required under Section 4980B of the Internal Revenue Code
or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates.
The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Company, any of its Subsidiaries or any of their 
  

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ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most
recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the
potential liability of Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a
complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is zero. Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of
Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. 
 4.21.    Certain Fees.    Other than as set forth on Schedule 4.21, no broker’s or
finder’s fee or commission will be payable with respect hereto or any of the transactions contemplated hereby. 
 4.22.    Solvency.    Each Credit Party is and, upon the incurrence of any Obligation by such Credit Party on any date on which this representation and warranty is made, will be, Solvent.

 4.23.    [Reserved] 
 4.24.    Compliance with Statutes, etc.    Each of Company and its Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real
Estate Asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of Company or any of its Subsidiaries), except such non-compliance that,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
 4.25.    Disclosure.    No representation or warranty of the Company, Amazys, or any of their respective Subsidiaries contained in any Credit Document, any Related Agreement, or in any other
documents, certificates or written statements furnished to Lenders by or on behalf of Company, Amazys, or any of their respective Subsidiaries for use in connection with the transactions contemplated hereby contains any untrue statement of a
material fact or omits to state a material fact (known to Company or Amazys, in the case of any document not furnished by either of them) necessary in order to make the statements contained herein or therein not misleading in light of the
circumstances in which the same were made. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Company or Amazys to be reasonable at the time made, it being
recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. There are no facts known (or
which should upon the reasonable exercise of diligence be known) to Company or Amazys (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and
that have not been disclosed herein or in such other documents, certificates and statements furnished to Lenders for use in connection with the transactions contemplated hereby. 
  

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 4.26.    Patriot Act.    To the extent
applicable, each Credit Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the Untied States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001). No
part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.  
 4.27.    Insignificant Domestic Subsidiaries.    As of the Effective Date, each
Insignificant Domestic Subsidiary is described on Schedule 4.27. Each of the Insignificant Domestic Subsidiaries conducts (and shall conduct) no operations and has (and shall have) no assets and no liabilities, in each case, individually or in
the aggregate, with a fair market value in excess of $500,000. 
 SECTION 5.    AFFIRMATIVE COVENANTS

 Each Credit Party covenants and agrees that until payment in full of all Obligations, each Credit Party shall perform,
and shall cause each of its Subsidiaries to perform, all covenants in this Section 5. 
 5.1.    Financial Statements and Other Reports.    Company will deliver to Administrative Agent, Lead Arranger and Lenders: 
 (a)  Reserved. 
 (b)  Quarterly Financial Statements.    As soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the
consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity
and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures
for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with
respect thereto; 
 (c)  Annual Financial Statements.    As soon as available, and in
any event within 90 days after the end of each Fiscal Year, (i) the consolidated and consolidating balance sheets of 

  

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Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating)
statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures
from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated
financial statements a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Company, and reasonably satisfactory to Administrative Agent (which report shall be
unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated
and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such
accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that
their audit examination has included a review of the terms of the Credit Documents and (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default has come to their attention and, if such a
condition or event has come to their attention, specifying the nature and period of existence thereof; 
 (d)  Compliance Certificate.    Together with each delivery of financial statements of Company and its Subsidiaries pursuant to Sections 5.1(b) and 5.1(c), a duly executed and completed Compliance
Certificate; 
 (e)  Statements of Reconciliation after Change in Accounting
Principles.    If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Company and its
Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles
and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative
Agent; 
 (f)  Notice of Default.    Promptly upon any officer of Company obtaining
knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to Company with respect thereto; (ii) that any Person has given any notice to Company or any of its Subsidiaries or
taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a
certificate of its Authorized Officer specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default,
default, event or condition, and what action Company has taken, is taking and proposes to take with respect thereto; 
  

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 (g)  Notice of Litigation.    Promptly upon any
officer of Company obtaining knowledge of (i) the institution of, or non-frivolous threat of, any Adverse Proceeding not previously disclosed in writing by Company to Lenders, or (ii) any material development in any Adverse Proceeding
that, in the case of either clause (i) or (ii), if adversely determined could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a
result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their counsel to evaluate such matters; 
 (h)  ERISA.    (i)  Promptly upon becoming aware of the occurrence of or forthcoming
occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Company, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known,
any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report
(Form 5500 Series) filed by Company, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; (2) all notices received by Company, any of its Subsidiaries or any of
their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall
reasonably request; 
 (i)  Financial Plan.    As soon as practicable and in any event
no later than forty-five (45) days following the first Business Day of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year and each Fiscal Year (or portion thereof) through the final maturity date of the Loans (a
“Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Company and its Subsidiaries for each such Fiscal Year, together with pro forma
Compliance Certificates for each such Fiscal Year and an explanation of the assumptions on which such forecasts are based, and (ii) forecasted consolidated statements of income and cash flows of Company and its Subsidiaries for each month of
each such Fiscal Year and (iii) forecasts demonstrating projected compliance with the requirements of Section 6.8 through the final maturity date of the Loans; 
 (j)  Insurance Report.    As soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance satisfactory to
Administrative Agent outlining all material insurance coverage maintained as of the date of such report by Company and its Subsidiaries and all material insurance coverage planned to be maintained by Company and its Subsidiaries in the immediately
succeeding Fiscal Year; 
 (k)  Notice of Change in Board of Directors.    With
reasonable promptness, written notice of any change in the board of directors (or similar governing body) of Company or Company; 
 (l)  Notice Regarding Material Contracts.    Promptly, and in any event within ten Business Days (i) after any Material Contract of Company or any of its Subsidiaries is terminated or amended in a
manner that could result in a Material Adverse Effect to Company or such Subsidiary, as the case may be, or (ii) any new Material Contract is entered into, a written 

  

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statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the extent such delivery is
permitted by the terms of any such Material Contract, provided, no such prohibition on delivery shall be effective if it were bargained for by Company or its applicable Subsidiary with the intent of avoiding compliance with this
Section 5.1(l)), and an explanation of any actions being taken with respect thereto; 
 (m)  [RESERVED]. 
 (n)  Information Regarding
Collateral.    (a)  Company will furnish to Collateral Agent prompt written notice of any change (i) in any Credit Party’s corporate name, (ii) in any Credit Party’s identity or corporate
structure or (iii) in any Credit Party’s Federal Taxpayer Identification Number. Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or
otherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral and for the Collateral at all times following such change to have a
valid, legal and perfected security interest as contemplated in the Collateral Documents. Company also agrees promptly to notify Collateral Agent if any material portion of the Collateral is damaged or destroyed; 
 (o)  Annual Collateral Verification.    Each year, at the time of delivery of annual financial
statements with respect to the preceding Fiscal Year pursuant to Section 5.1(c) and on the date hereof, Company shall deliver to Collateral Agent a certificate of its Authorized Officer (i) either confirming that there has been no change
in such information since the date of the Collateral Questionnaire delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes and (ii) certifying that all
Uniform Commercial Code financing statements (including fixtures filings, as applicable) or other appropriate filings, recordings or registrations, have been filed of record in each governmental, municipal or other appropriate office in each
jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Collateral Documents for a period of not less than 18 months after the date of such certificate (except as
noted therein with respect to any continuation statements to be filed within such period); 
 (p)  Other
Information.    (A) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by Company to its security holders acting in
such capacity or by any Subsidiary of Company to its security holders other than Company or another Subsidiary of Company, (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Company or any
of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by Company or any of its
Subsidiaries to the public concerning material developments in the business of Company or any of its Subsidiaries of a kind generally required to be filed by the Company and its Subsidiaries on Form 8-K, and (B) such other information and data
with respect to Company or any of its Subsidiaries as from time to time may be reasonably requested by Administrative Agent; and 
  

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 (q)  Certification of Public
Information.    Concurrently with the delivery of any document or notice required to be delivered pursuant to this Section 5.1, Company shall indicate in writing whether such document or notice contains Nonpublic
Information. Any document or notice required to be delivered pursuant to this Section 5.1 shall be deemed to contain Nonpublic Information unless Company specifies otherwise. Company and each Lender acknowledges that certain of the Lenders may
be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Company, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this
Section 5.1 or otherwise are being distributed through IntraLinks/IntraAgency or another relevant website (the “Platform”), any document or notice which contains Nonpublic Information (or is deemed to contain Nonpublic
Information) shall not be posted on that portion of the Platform designated for such public side Lenders. 
 5.2.    Existence.    Except as otherwise permitted under Section 6.9, each Credit Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and
effect its existence and all rights and franchises, licenses and permits material to its business; provided, no Credit Party or any of its Subsidiaries shall be required to preserve any such existence, right or franchise, licenses and permits
if such Person’s board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material
respect to such Person or to Lenders. 
 5.3.    Payment of Taxes and
Claims.    Each Credit Party will, and will cause each of its Subsidiaries to, pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty
or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when
any penalty or fine shall be incurred with respect thereto; provided, no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as
(a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such
contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim. No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income
tax return with any Person (other than Company or any of its Subsidiaries). 
 5.4.    Maintenance of
Properties.    Each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used
or useful in the business of Company and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof. 
 5.5.    Insurance.    Company will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability
insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Company and 

  

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its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses,
in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the generality of the foregoing, Company
will maintain or cause to be maintained (a) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable
regulations of the Board of Governors of the Federal Reserve System, and (b) replacement value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and
covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses. Each such policy of insurance shall (i) name Collateral Agent, on behalf of Secured
Parties as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to Collateral Agent, that names
Collateral Agent, on behalf of Lenders as the loss payee thereunder and provides for at least thirty days’ prior written notice to Collateral Agent of any modification or cancellation of such policy. 
 5.6.    Books and Records; Inspections.    Each Credit Party will, and will cause each of
its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each
Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by any Lender to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and
take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, all upon reasonable notice and at such reasonable times
during normal business hours and as often as may reasonably be requested. 
 5.7.    Lenders
Meetings.    Company will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at Company’s corporate
offices (or at such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agent. 
 5.8.    Compliance with Laws.    Each Credit Party will comply, and shall cause each of its Subsidiaries and all other Persons, if any, on or
occupying any Facilities to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), noncompliance with which could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. 
 5.9.    Environmental. 

(a)  Environmental Disclosure.    Company will deliver to Administrative Agent and Lenders:

  

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 (i)  as soon as practicable following receipt thereof, copies
of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Company or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with
respect to environmental matters at any Real Property or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; 
 (ii)  promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release
required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Company or any other Person in response to (A) any Hazardous Materials
Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the
aggregate, have a reasonable possibility of resulting in a Material Adverse Effect, and (3) Company or Company’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Real Property that could
cause such Real Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; 
 (iii)  as soon as practicable following the sending or receipt thereof by Company or any of its Subsidiaries, a
copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be
reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially
responsible for any Hazardous Materials Activity; 
 (iv)  prompt written notice describing in
reasonable detail (1) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to (A) expose Company or any of its Subsidiaries to, or result in, Environmental Claims
that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of Company or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations
required under any Environmental Laws for their respective operations and (2) any proposed action to be taken by Company or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Company or
any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and 
 (v)  with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a). 

 

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 (b)  Hazardous Materials Activities, Etc.    Each
Credit Party shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries that could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Subsidiaries and discharge any obligations it may have to
any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 5.10.    Subsidiaries. 
 (a)  In the event that any
Person becomes a Domestic Subsidiary of Company, or, after the Effective Date, any Insignificant Domestic Subsidiary acquires assets with a fair market value of $500,000 or more, Company shall, on or prior to the date such Person become a Domestic
Subsidiary or within 30 days of such Insignificant Domestic Subsidiary acquiring such assets, (a) promptly cause such Domestic Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing
and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement, (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are
similar to those described in Sections 5.19(a) and 5.19(c), (c) deliver to Administrative Agent and Collateral Agent (i) sufficient copies of the Organizational Document executed and delivered by such Domestic Subsidiary, and, to the
extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated a recent date; (ii) signature and incumbency certificates of the officers of such Domestic Subsidiary executing the
Counterpart Agreement; (iii) resolutions of the Board of Directors or similar governing body of such Domestic Subsidiary approving and authorizing the execution, delivery and performance of the Counterpart Agreement, certified by its secretary
or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of such Domestic Subsidiary’s jurisdiction of incorporation,
organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date; and (v) such other documents as Administrative Agent may reasonably request and
(c) a written opinion of counsel for the Credit Parties as to such matters related thereto as the Collateral Agent may request in form and substance reasonably acceptable to the Collateral Agent. In the event that any Person becomes a Foreign
Subsidiary of Company, and the ownership interests of such Foreign Subsidiary are owned by Company or by any Domestic Subsidiary thereof, Company shall, or shall cause such Domestic Subsidiary to, deliver, all such documents, instruments,
agreements, and certificates as are similar to those described in clause (c) above, and Company shall take, or shall cause such Domestic Subsidiary to take, all of the actions referred to in Section 5.19(a) and 5.19(b) necessary to grant
and to perfect a Second Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, under the Pledge and Security Agreement in 65% of such ownership interests. With respect to each such Subsidiary, Company shall promptly send to
Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all
Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof. 
  

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 (b)  Within 60 days of the end of each Fiscal Year (or such later date as
Collateral Agent, in its sole discretion, may consent), Company shall deliver to Collateral Agent: (1) a report setting forth the percentage of net invoiced sales of the Company attributable to each Foreign Subsidiary whose Capital Stock is
required to be pledged to Collateral Agent under Section 5.10(a); and (2) with respect to any Foreign Subsidiary referred to in the preceding clause (1) whose sales represent more than 10.0% of the sales of the Company, on a
consolidated basis, to the extent a security agreement or similar instrument governed by the law of the jurisdiction of formation of any such Foreign Subsidiary has not previously been delivered to Collateral Agent, security agreements or similar
instruments governed by the laws of the jurisdiction of formation of any such Foreign Subsidiary pursuant to which security agreements or similar instruments Company would grant to Collateral Agent a perfected security interest in the Capital Stock
of any such Foreign Subsidiary; provided, however, that such security interest shall be granted only if and to the extent required by Section 5.10(a). All such security agreements or similar instruments shall be in form and substance reasonably
satisfactory to Collateral Agent. 
 5.11.    Additional Material Real Estate
Assets.    In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Effective Date becomes a Material Real Estate Asset (or, with respect to the Existing
Headquarters Asset, such Real Estate Asset has not been sold pursuant to an Existing Headquarters Asset Sale on or prior to March 31, 2007) and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor
of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and
certificates similar to those described in Sections 5.19(c) and a written opinion of counsel for the Credit Parties as to such matters related thereto as the Collateral Agent may request in form and substance reasonably acceptable to the
Collateral Agent, in each case, with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or
recording referred to herein, perfected Second Priority security interest in such Material Real Estate Assets. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time, to Administrative Agent such
appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. In addition to the foregoing, if the Company acquires a Material Real Estate Asset which has not otherwise been
made subject to the Lien of the Collateral Documents in favor of Collateral Agent, the Company promptly provide Collateral Agent with a Phase I Report for each Material Real Estate Asset so acquired, in a form reasonably satisfactory to the
Administrative Agent. 
 5.12.    Interest Rate Protection.    No later than
sixty (60) days following the Closing Date and at all times thereafter until the third anniversary of the Closing Date, Company shall obtain and cause to be maintained protection against fluctuations in interest rates pursuant to one or more
Interest Rate Agreements in form and substance reasonably satisfactory to Administrative Agent and Syndication Agent, in order to ensure that no less than 50% of the aggregate principal amount of the total Indebtedness of Company and its
Subsidiaries then outstanding from time to time is either (i) subject to such Interest Rate Agreements or (ii) Indebtedness that bears interest at a fixed rate. 
  

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 5.13.    Further Assurances.    At any
time or from time to time upon the request of Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent or Collateral
Agent may reasonably request in order to effect fully the purposes of the Credit Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as Administrative Agent or Collateral Agent may reasonably
request from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by substantially all of the assets of Company, and its Subsidiaries and all of the outstanding Capital Stock of Company and its Subsidiaries
(subject to limitations contained in the Credit Documents with respect to Foreign Subsidiaries). 
 5.14.    Miscellaneous Business Covenants.    Unless otherwise consented to by Agents or Requisite Lenders: 
 (a)  Non-Consolidation.    Company will and will cause each of its Subsidiaries to: (i) maintain entity records and books of account separate from those
of any other entity which is an Affiliate of such entity; (ii) not commingle its funds or assets with those of any other entity which is an Affiliate of such entity; and (iii) provide that its board of directors or other analogous
governing body will hold all appropriate meetings to authorize and approve such entity’s actions, which meetings will be separate from those of other entities. 
 (b)  Cash Management Systems.    Company and its Subsidiaries shall maintain cash management systems (a) at the financial institutions engaged by the
Company and its Subsidiaries as of the Effective Date; provided that on or before the Closing Date the holder of such account and the financial institution maintaining such account shall execute and the Company shall deliver to Collateral Agent an
Uncertificated Securities Control Agreement, a Securities Account Control Agreement and a Deposit Account Control Agreement, as applicable, substantially in the form of Exhibit B, C and D, respectively, to the Pledge and Security Agreement or, in
each case, similar forms of documents reasonably acceptable to the Collateral Agent or (b) at such other financial institutions reasonably acceptable to Agents. 
 (c)  Filing of Agreement.    Within four days of the date hereof, provided that Company or any of its Subsidiaries is otherwise required to file
periodic reports with the Securities and Exchange Commission, Company or such Subsidiaries shall file a copy of this Agreement and the schedules hereto as a material contract with the US Securities and Exchange Commission. 
 5.15.    Syndication.    The Company agrees to cooperate with GSCP, and agrees to use
commercially reasonable efforts to cause Amazys to cooperate with GSCP, in connection with (i) the preparation of an information package regarding the business, operations, financial projections and prospects of the Company and Amazys
including, without limitation, the delivery of all information relating to the transactions contemplated hereunder prepared by or on behalf of the Company or Amazys deemed reasonably necessary by GSCP to complete the syndication of the credit
facilities under this Agreement and the First Lien Credit Agreement (including, without limitation, using commercially reasonable efforts to obtain the credit ratings for credit facilities provided for under this agreement and the First Lien Credit
Agreement from Moody’s and S&P prior to the Closing Date and (ii) the presentation of an information package 

  

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reasonably acceptable in format and content to GSCP in meetings and other communications with prospective Lenders in connection with the syndication of the
Facilities (including, without limitation, direct contact between senior management and representatives of the Company and Amazys with prospective Lenders and participation of such persons in meetings). Without limiting the foregoing, the Company
authorizes and will obtain contractual undertakings from Amazys to authorize, the use of their respective logos in connection with any such dissemination. At the request of the Administrative Agent, the Company agrees to prepare a version of the
information package and presentation that does not contain material non-public information concerning the Company or Amazys, their respective affiliates or their securities. In addition, the Company agrees that unless specifically labeled
“Private — Contains Non-Public Information,” no information, documentation or other data disseminated to prospective Lenders in connection with the syndication of the Commitments, whether through an internet site (including, without
limitation, an IntraLinks workspace), electronically, in presentations at meetings or otherwise, will contain any material non-public information concerning the Company or Amazys, their respective affiliates or their securities. 
 5.16.    Evidence of Insurance.    The Company shall deliver to the Collateral Agent, on
or prior to the Closing Date, a certificate from Company’s insurance broker or other evidence satisfactory to the Collateral Agent that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect, together
with endorsements naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.5. 
 5.17.    Fees and Expenses.    On or prior to the Closing Date, Company shall pay all fees
and expenses due and payable as of the Closing Date referred to in Section 2.11 and Section 10.2. 
 5.18.    Transaction Costs.    On or prior to the Closing Date, Company shall deliver to Administrative Agent Company’s reasonable best estimate of the Transactions Costs (other than fees
payable to any agent hereunder). 
 5.19.    Perfection of Security
Interests.    To the extent not otherwise provided as of the Effective Date: 
 (a)  subject to the following clause (b), the Company shall, no later than the Closing Date, in order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest
in the personal property Collateral, provide to the Collateral Agent: 
 (i)  evidence satisfactory
to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to execute and deliver UCC financing
statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein), including, without limitation, delivery of the items set forth on Schedule 5.19;

  

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 (ii)  opinions of counsel (which counsel shall be reasonably
satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any
personal property Collateral is located as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; and 
 (iii)  evidence that each Credit Party shall have taken or caused to be taken any other action, executed and
delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (x) a Landlord Personal Property Collateral Access Agreement executed by the landlord of any Leasehold Property and by
the applicable Credit Party and (y) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein)
reasonably required by Collateral Agent. 
 (b)  the Company shall, as soon as reasonably practicable but in no
event later than 30 days after the Closing Date, deliver to the Collateral Agent executed copies of all documentation (including, with respect to each of X-Rite GmbH and X-Rite Asia Pacific Ltd., security agreements or similar instruments governed
by the laws of the jurisdiction of formation of each of X-Rite GmbH and X-Rite Asia Pacific Ltd.) necessary to perfect the Collateral Agent’s security interest in 65% of the Capital Stock of each such Foreign Subsidiary (including stock
certificates representing 65% of such voting stock, if the Foreign Subsidiary issues stock certificates), including without limitation, delivery of the items set forth on Schedule 5.19; and 
 (c)  the Company shall, as soon as reasonably practicable but in no event later than 60 days after the Closing Date, in order
to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have
received from Company and each applicable Guarantor: 
 (i)  fully executed and notarized
Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 5.19(c)(i) (each, a “Closing Date Mortgaged Property”), including, without
limitation, delivery of the items set forth on Schedule 5.19 (excluding, for the avoidance of doubt, any mortgage in respect of the Existing Headquarters Asset); 
 (ii)  an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each state
in which an Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Collateral Agent may reasonably request, in each case in form and substance
reasonably satisfactory to Collateral Agent, including, without limitation, delivery of the items set forth on Schedule 5.19; 
 (iii)  in the case of each Leasehold Property (it being understood and agreed that no Leasehold Properties, as of the date hereof, shall constitute Closing Date Mortgaged Properties, (1) a Landlord
Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; 
  

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 (iv)  (a) ALTA mortgagee title insurance policies or
unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair
market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to
title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate
governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in
connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records, including, without limitation, delivery of the items set forth on Schedule 5.19; 
 (v)  evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that
participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors, in form and substance reasonably satisfactory to Collateral Agent; and 
 (vi)  ALTA surveys of all Closing Date Mortgaged Properties which are not Leasehold Properties, certified to
Collateral Agent and dated not more than thirty days prior to the Closing Date, including, without limitation, delivery of the items set forth on Schedule 5.19. 
 5.20.    Amazys.    From and after the Closing Date, as soon as is reasonably practicable using commercially reasonable best efforts, Merger Sub
will utilize (and to the extent Merger Sub shall effect the Tender Offer, the Company will cause Merger Sub to utilize) commercially reasonable best efforts to acquire the remaining outstanding shares of Capital Stock of Amazys that Merger Sub does
not then own, including, at the option of the Company, by merging Merger Sub with and into Amazys, with Amazys being the surviving entity, subject to terms and conditions reasonably satisfactory to the Administrative Agent, provided that the cash
component of the consideration paid for the acquisition of such Amazys Shares does not exceed the cash component of the consideration paid for any Amazys Shares pursuant to the Tender Offer. 
 5.21.    Existing Indebtedness. 
 (a)  On the Closing Date, Company and its Subsidiaries shall (i) repay in full all Indebtedness outstanding under the Existing X-Rite Revolving Credit Agreement,
(ii) terminate any commitments to lend or make other extensions of credit thereunder, (iii) deliver to Administrative Agent and Syndication Agent all documents or instruments necessary to release all Liens securing Indebtedness outstanding
under the Existing X-Rite Revolving Credit 

  

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Agreement or other obligations of Company and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) make arrangements satisfactory to
Administrative Agent and Syndication Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of Company and its Subsidiaries with respect thereto.

 (b)  On or before the earlier of the date of the Existing Headquarters Asset Sale and March 31, 2007,
Company and its Subsidiaries shall (i) repay in full all Indebtedness outstanding under the Existing Headquarters Loan with the proceeds of the Existing Headquarters Asset Sale, (ii) terminate any commitments to lend or make other
extensions of credit thereunder and (iii) deliver to Administrative Agent and Syndication Agent all documents or instruments necessary to release all Liens (including, without limitation, the Existing Headquarters Mortgage) securing
Indebtedness outstanding under the Existing Headquarters Loan or other obligations of Company and its Subsidiaries thereunder being repaid in connection with the closing of the Existing Headquarters Asset Sale. 
 5.22.    Foreign Transfer of Funds.    On the next Business Day immediately following the
Closing Date, the Company shall cause Amazys, or if the Merger Sub was utilized to affect the Tender Offer, Merger Sub, to advance such funds (by distribution or via intercompany loan) as are necessary and sufficient to enable repayment of the
Revolving Loans (as defined in the First Lien Credit Agreement) in accordance with the Company’s obligations under Section 2.14(c) of the First Lien Credit Agreement; provided that any such advance made pursuant to intercompany loan shall
be made pursuant to a promissory note complying with the requirements of Section 6.1(m). 
 5.23.    Existing Headquarters Asset Sale.    On or prior to March 31, 2007 (or such later date as the Administrative Agent shall approve, acting reasonably), (a) the Company shall
dispose of its headquarters as of the Closing Date, commonly known as 3100 44th Street Southwest, Grandville,
Michigan (the “Existing Headquarters Asset”), pursuant to an Asset Sale (the “Existing Headquarters Asset Sale”), (b) consideration received for such Asset Sale shall be in an amount at least equal to the fair market
value thereof (determined in good faith by the board of directors of Company (or similar governing body)), (c) no less than 100% thereof shall be paid in Cash, and (d) the Net Asset Sale Proceeds thereof shall be applied as required by
Section 2.14(a); provided that such Net Asset Sale Proceeds shall be payable against the Existing Headquarters Loan (and thereafter the Loans) no later than the third (3rd) Business Day following the date of receipt by Company or any of its Subsidiaries of such Net Asset Sale Proceeds, and such Net Asset Sale Proceeds may
not be reinvested as otherwise permitted by Section 2.14(a). 
 SECTION 6.    NEGATIVE COVENANTS 

Each Credit Party covenants and agrees that until payment in full of all Obligations, such Credit Party shall perform, and shall cause
each of its Subsidiaries to perform, all covenants in this Section 6. 
  

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 6.1.    Indebtedness.    No Credit Party
shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: 
 (a)  the Obligations; 
 (b)  Indebtedness of (i) any Guarantor Subsidiary to Company or to any other Guarantor Subsidiary, or of Company to any Guarantor Subsidiary; or (ii) any Foreign Subsidiary (as obligor) to any
Credit Party (as maker); provided that the aggregate amount of all such Indebtedness of any Foreign Subsidiaries to any one or more Credit Parties, together with all other Investments made in accordance with Section 6.7(b)(iv), shall not
exceed the amount of Investments that the Credit Parties are permitted to make under Section 6.7(b)(iv); and provided further, (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be
subject to a First Priority Lien pursuant to the Pledge and Security Agreement, (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of any applicable
promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to Administrative Agent, and (C) any payment by any such Guarantor Subsidiary under any guaranty of the Obligations shall result in a
pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Company or to any of its Subsidiaries for whose benefit such payment is made; 
 (c)  on and before the Closing Date, the Indebtedness outstanding under the Existing X-Rite Revolving Credit Agreement; provided that such Indebtedness outstanding under the Existing
X-Rite Revolving Credit Agreement be repaid in cash in full as of the Closing Date; 
 (d)  Indebtedness incurred
by Company or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of
Company or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Company or any of its Subsidiaries; 
 (e)  Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar
obligations incurred in the ordinary course of business; 
 (f)  Indebtedness in respect of netting services,
overdraft protections and otherwise in connection with deposit accounts; 
 (g)  guaranties in the ordinary course
of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries; 
 (h)  guaranties by Company of Indebtedness of a Guarantor Subsidiary or guaranties by a Subsidiary of Company of Indebtedness of Company or a Guarantor Subsidiary with respect, in each case, to Indebtedness otherwise permitted to
be incurred pursuant to this Section 6.1; 
  

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 (i)  Indebtedness described in Schedule 6.1, but not any extensions,
renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and
extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or
equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an
obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced or (C) be incurred, created or assumed if any Default or Event of
Default has occurred and is continuing or would result therefrom; 
 (j)  Indebtedness with respect to Capital
Leases and purchase money Indebtedness in an aggregate amount not to exceed at any time $4,000,000 (including any purchase money Indebtedness acquired in connection with a Permitted Acquisition); provided, any such purchase money Indebtedness
(i) shall be secured only to the asset acquired in connection with the incurrence of such Indebtedness, and (ii) shall constitute not less than 85% of the aggregate consideration paid with respect to such asset; 
 (k)  other unsecured Indebtedness of Company and its Subsidiaries, in an aggregate amount not to exceed at any time $3,000,000;

 (l)  (i) the First Lien Credit Facilities owed under the First Lien Credit Agreement in an aggregate
principal amount not to exceed $176,000,000 plus any accrued interest or fees, and, subject to the terms of the Intercreditor Agreement, Indebtedness incurred to refinance, renew or replace such Indebtedness in whole or in part; provided
that, no Subsidiary of Company that is not a Guarantor hereunder shall be a guarantor of such refinancing, renewal or replacement and (ii) Indebtedness of the Company or any of its Subsidiaries under Hedge Agreements; 
 (m)  Indebtedness in an amount not to exceed $25,000,000 of Company (as obligor) to Amazys (as maker); provided that
(i) all such Indebtedness shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent, (ii) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment
in full of the Obligations pursuant to an intercreditor or subordination agreement, at the option of the Administrative Agent, governed by the law of the jurisdiction of formation of the intercompany creditor, that in any case is reasonably
satisfactory to Administrative Agent, (iii) the final maturity of such Indebtedness shall not be or become due earlier than at least six (6) months after the later of the Term Loan Maturity Date or the Revolving Commitment Termination
Date, and (iv) such Indebtedness shall require no mandatory payment of principal, interest, fees or other amounts and no payment of such principal, interest fees or other amounts (whether mandatory or voluntary) shall be made (other than in
accordance with and subject to the limitations set forth in Section 6.7(b)(iv) as if such payment were an Investment for purposes of Section 6.7), prior to at least six (6) months after the later of the Term Loan Maturity Date and the
Revolving Commitment Termination Date; and 
  

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 (n)  from the Effective Date, through and including the date that is the
earlier of (i) the date of the Existing Headquarters Asset Sale and (ii) March 31, 2007, the Existing Headquarters Loan and the Existing Headquarters Guaranty; provided that such Existing Headquarters Loan shall be repaid in
cash in full on the earlier of (x) the date of the Existing Headquarters Asset Sale and (y) March 31, 2007; provided, further that the Existing Headquarters Guaranty shall be cancelled and released upon the repayment in full
of the Existing Headquarters Loan. 
 6.2.    Liens.    No Credit Party shall,
nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts
receivable) of Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any
Lien with respect to any such property, asset, income or profits under the UCC of any State or under any similar recording or notice statute, except: 
 (a)  Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document; 
 (b)  Liens for Taxes not yet due and payable, or if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted; 
 (c)  statutory Liens of landlords, banks (and rights of set-off), of carriers,
warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the
ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate
proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts; 
 (d)  Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed
money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; 
 (e)  easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect
with the ordinary conduct of the business of Company or any of its Subsidiaries; 
 (f)  any interest or title of a
lessor or sublessor under any lease of real estate permitted hereunder; 
  

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 (g)  Liens solely on any cash earnest money deposits made by Company or any of
its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; 
 (h)  purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; 
 (i)  Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods; 
 (j)  any zoning or similar law or right reserved to or vested in any
governmental office or agency to control or regulate the use of any real property; 
 (k)  licenses of patents,
trademarks and other intellectual property rights granted by Company or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of Company or such Subsidiary;

 (l)  Liens described in Schedule 6.2 or on a Title Policy delivered pursuant to Section 5.19(c)(iv);

 (m)  Liens securing Indebtedness permitted pursuant to Section 6.1(j); provided, any such Lien shall
encumber only the asset acquired with the proceeds of such Indebtedness; 
 (n)  subject to the terms of the
Intercreditor Agreement, Liens securing Indebtedness permitted pursuant to subsection (l) of Section 6.1. 
 (o)  other Liens on assets other than the Collateral securing Indebtedness in an aggregate amount not to exceed $4,000,000 at any time outstanding; and 
 (p)  from the Effective Date, through and including the date that is (i) the earlier of the date of the Existing Headquarters Asset Sale and (ii) March 31, 2007, the Existing
Headquarters Mortgage; provided that such Existing Headquarters Mortgage shall be fully released on the earlier of (x) the date of the Existing Headquarters Asset Sale and (y) March 31, 2007. 
 6.3.    Equitable Lien.    If any Credit Party shall create or assume any Lien upon any of
its properties or assets, whether now owned or hereafter acquired, other than Permitted Liens, it shall make or cause to be made effective provisions whereby the Obligations will be secured by such Lien equally and ratably with any and all other
Indebtedness secured thereby as long as any such Indebtedness shall be so secured; provided, notwithstanding the foregoing, this covenant shall not be construed as a consent by Requisite Lenders to the creation or assumption of any such Lien
not otherwise permitted hereby. 
 6.4.    No Further Negative
Pledges.    Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) the First
Lien Credit Agreement and any collateral documents related thereto as in effect on the date hereof and (c) restrictions by reason 

  

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of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the
ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be) no Credit Party nor any of
its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired. 
 6.5.    Restricted Junior Payments.    No Credit Party shall, nor shall it permit any of
its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment
except that 
 (a)  on or before the Closing Date, Company may make (i) regularly scheduled payments of
interest in respect of the Indebtedness outstanding under the Existing X-Rite Revolving Credit Agreement in accordance with the terms thereof and (ii) voluntary payments of principal (and accrued interest) in respect of the Indebtedness
outstanding under the Existing X-Rite Revolving Credit Agreement with the proceeds of the Existing Headquarters Loan; and 
 (b)  from the Effective Date, through and including the date that is the earlier of (x) the Existing Headquarters Asset Sale and (y) March 31, 2007, Company may make (i) regularly scheduled payments of interest in
respect of the Indebtedness outstanding under the Existing Headquarters Loan in accordance with the terms thereof and (ii) a single voluntary pre-payment of principal (and accrued interest) in respect of the Indebtedness outstanding under the
Existing Headquarters Loan (A) with the proceeds of the Existing Headquarters Asset Sale and/or (B) with cash on hand or with the proceeds of a Revolving Loan, provided, in each case, that the Company shall promptly comply with its
obligations under Section 5.11. 
 6.6.    Restrictions on Subsidiary
Distributions.    Except as provided herein and the First Lien Credit Agreement, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of
Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or
assets to Company or any other Subsidiary of Company other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired, (ii) by reason of customary
provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any
transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement or (iv) described on Schedule 6.6. 
  

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 6.7.  Investments.    No Credit Party shall, nor
shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including without limitation any Joint Venture, except: 
 (a)  Investments in Cash and Cash Equivalents; 
 (b)  (i) equity Investments owned as of the Effective Date in any Subsidiary (other than, for purposes of this clause (i), Merger Sub or Amazys) (ii) Investments made after the Closing Date in any wholly-owned Guarantor
Subsidiary, (iii) if, and only to the extent that, Merger Sub is utilized to effect the Tender Offer, Investments made on the Closing Date and from time to time thereafter during the Delayed Draw Term Loan Commitment Period with the proceeds of
the Term Loans, the Delayed Draw Term Loans and/or the Second Lien Term Loans, in Merger Sub to enable Merger Sub to make Permitted Acquisitions set forth in paragraph (b) of the definition thereof and (iv) Investments made after the
Closing Date in any Foreign Subsidiaries (which, for the avoidance of doubt, shall include (x) loans borrowed by any Foreign Subsidiary from any Credit Party (other than for the purposes set forth on clause (iii) above) under
Section 6.1(b)(iii) and (y) cash payments of interest, fees, principal or other amounts by any Credit Party to any Foreign Subsidiary in respect of obligations under any loans borrowed by any Credit Party from any Foreign Subsidiary under
Section 6.1(m)) in an amount not to exceed $3.0 million in the aggregate; 
 (c)  Investments (i) in any
Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past
practices of Company and its Subsidiaries; 
 (d)  intercompany loans to the extent permitted under
Section 6.1(b); 
 (e)  Consolidated Capital Expenditures permitted by Section 6.8(c); 
 (f)  loans and advances to employees of Company and its Subsidiaries made in the ordinary course of business in an aggregate
principal amount not to exceed $2,000,000 in the aggregate; 
 (g)  Investments constituting Permitted Acquisitions
permitted pursuant to Section 6.9; 
 (h)  Investments described in Schedule 6.7; and 
 (i)  other Investments in an aggregate amount not to exceed at any time $3,500,000. 
 Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Junior
Payment not otherwise permitted under the terms of Section 6.5. 
  

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 6.8.    Financial Covenants. 
 (a)  [Reserved]. 
 (b)  Leverage Ratio.    Company shall not permit the Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending September 30, 2006, to
exceed the correlative ratio indicated in the following table: 
  

			
	 Fiscal Quarter Ended
	 	Leverage Ratio
	 September 30, 2006
	 	6.00:1.0
	 December 31, 2006
	 	6.00:1.0
	 March 31, 2007
	 	5.75:1.0
	 June 30, 2007
	 	5.50:1.0
	 September 30, 2007
	 	5.25:1.0
	 December 31, 2007
	 	4.75:1.0
	 March 31, 2008
	 	4.50:1.0
	 June 30, 2008
	 	4.00:1.0
	 September 30, 2008
	 	3.75:1.0
	 December 31, 2008
	 	3.50:1.0
	 March 31, 2009
	 	3.00:1.0
	 June 30, 2009
	 	3.00:1.0
	 September 30, 2009
	 	3.00:1.0
	 December 31, 2009
	 	3.00:1.0
	 March 31, 2010
	 	3.00:1.0
	 June 30, 2010
	 	3.00:1.0
	 September 30, 2010
	 	3.00:1.0
	 December 31, 2010
	 	3.00:1.0
	 March 31, 2011
	 	3.00:1.0
	 June 30, 2011
	 	3.00:1.0
	 September 30, 2011
	 	3.00:1.0
	 December 31, 2011
	 	3.00:1.0
	 March 31, 2012
	 	3.00:1.0
	 June 30, 2012
	 	3.00:1.0
	 September 30, 2012
	 	3.00:1.0

  

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 (c)  Maximum Consolidated Capital
Expenditures.    Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for Company and its Subsidiaries in
excess of the corresponding amount set forth below opposite such Fiscal Year; provided, such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, (but in no event more than $4,000,000) of such amount for the
previous Fiscal Year (as adjusted in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year: 
  

				
	 Fiscal
 Year
	 	Consolidated Capital
Expenditures
	 2006
	 	$	10,000,000
	 2007
	 	$	10,000,000
	 2008
	 	$	10,000,000
	 2009
	 	$	10,000,000
	 2010
	 	$	10,000,000
	 2011
	 	$	10,000,000
	 2012
	 	$	10,000,000

 Notwithstanding the foregoing, Company, or a Guarantor Subsidiary thereof, shall be permitted to
make Consolidated Capital Expenditures in the form of (i) prior to the Closing Date, the acquisition of Material Real Estate (and improvements thereon) located in the State of Michigan which Material Real Estate shall constitute the
Company’s and its Subsidiaries’ headquarters, during the Fiscal Year ended 2006, in an aggregate amount for such purchase not in excess of $13,400,000 (the “Headquarters Capital Expenditure”) and (ii) on or prior to
the first anniversary of the Closing Date, Capital Expenditures associated with the construction and development of such acquired headquarters, including the acquisition of equipment and fixtures to be used in connection therewith, in an aggregate
amount not to exceed $9,000,000 (the “Headquarters Development Capital Expenditure”). For the avoidance of doubt, no unused portion of the Headquarters Capital Expenditure may be “rolled forward” pursuant to the proviso in
the immediately preceding sentence. 
 (d)  Certain Calculations.    With respect to any
period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.8, Consolidated Adjusted
EBITDA shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a
continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings
resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial 

  

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officer of Company) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the
consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the
beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans
incurred during such period). 
 6.9.    Fundamental Changes; Disposition of Assets;
Acquisitions.    No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and expenditures
constituting Consolidated Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business
unit of any Person, except: 
 (a)  any Subsidiary of Company may be merged with or into Company or any Guarantor
Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any
Guarantor Subsidiary; provided, in the case of such a merger, Company or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; 
 (b)  sales or other dispositions of assets that do not constitute Asset Sales; 
 (c)  Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of
other non-Cash proceeds) when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, are less than $6,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal
to the fair market value thereof (determined in good faith by the board of directors of Company (or similar governing body)), (2) no less than 85% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied
as required by Section 2.14(a); 
 (d)  Asset Sales set forth on Schedule 6.9; 
 (e)  disposals of obsolete, worn out or surplus property; 
 (f)  Permitted Acquisitions, the consideration for which (other than in connection with the Tender Offer) constitutes
(i) less than an amount equal to (A) $12,000,000 in the aggregate in any Fiscal Year minus (B) the aggregate amount of all Headquarters Development Capital Expenditures made during such Fiscal Year, and (ii) less than an amount
equal to (A) $42,000,000 in the aggregate from the Closing Date to the date of determination minus (B) the aggregate amount of all Headquarters Development Capital Expenditures from the Closing Date to the date of determination;

  

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 (g)  Investments made in accordance with Section 6.7; 
 (h)  the merger of Amazys with or into Merger Sub, with Amazys as the surviving entity, in the event 90% or more of the Amazys
Shares are tendered pursuant to the Tender Offer and the Merger Sub effected such Tender Offer; 
 (i)  for the
avoidance of doubt, Capital Expenditures constituting the acquisition of Intellectual Property through the purchase, in one transaction or a series of transactions, of the business, property or fixed assets of, or stock or other evidence of
beneficial ownership of, any Person or any division or line of business or other business unit of any Person in an aggregate amount not to exceed $600,000 in any Fiscal Year; and 
 (j)  the Existing Headquarters Asset Sale made in accordance with Section 5.23. 
 6.10.    Disposal of Subsidiary Interests.    Except for any sale of all of its interests
in the Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 6.9, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber
or dispose of any Capital Stock of any of its Subsidiaries, except to qualify directors if required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any
Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law. 
 6.11.    Sales and Lease-Backs.    No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Credit
Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than Company or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any other property which has been or is to be
sold or transferred by such Credit Party to any Person (other than Company or any of its Subsidiaries) in connection with such lease. 
 6.12.    Transactions with Shareholders and Affiliates.    No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or
permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Company on terms that are less favorable to Company or that Subsidiary, as the case may be, than
those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiary; (b) reasonable
and customary fees paid to members of the board of directors (or similar governing body) of Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Company and its Subsidiaries entered into in the
ordinary course of business; and (d) transactions described in Schedule 6.12. 
  

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 6.13.    Conduct of Business.    From and
after the Effective Date, no Credit Party shall, nor shall it permit any of its Subsidiaries to, engage in any business other than (i) the businesses engaged in by such Credit Party on the Effective Date and similar or related businesses and
(ii) such other lines of business as may be consented to by Requisite Lenders. 
 6.14.    Permitted Activities of Merger Sub.    Merger Sub shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the
Indebtedness and obligations under the Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents to which it is a
party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding Capital Stock of Amazys, (ii) performing its obligations and activities incidental thereto under the
Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or
convey, transfer or lease all or substantially all its assets to, any Person, except in connection with the Tender Offer and the transactions contemplated by Section 5.20 hereof; (e) sell or otherwise dispose of any Capital Stock of any of
its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Amazys; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. 

6.15.    Amendments or Waivers of Certain Related Agreements.    No Credit Party shall
nor shall it permit any of its Subsidiaries to, except as otherwise provided in the Intercreditor Agreement, agree to any material amendment, restatement, supplement or other modification to, or waiver of, any of its material rights under any
Related Agreement after the date hereof without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver. 
 6.16.    Amendments or Waivers with respect to the Existing Indebtedness.    No Credit
Party shall, nor shall it permit any of its Subsidiaries to, amend or otherwise change the terms of the Existing Indebtedness, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is
to increase the interest rate on the Existing Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other
than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of the Existing Indebtedness (or of any guaranty
thereof), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of the Existing
Indebtedness (or a trustee or other representative on their behalf) which would be adverse to any Credit Party or Lenders. 
 6.17.    Fiscal Year.    No Credit Party shall, nor shall it permit any of its Subsidiaries to change its Fiscal Year-end from the Saturday closest to December 31 of each calendar year.

  

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 SECTION 7.    GUARANTY 
 7.1.    Guaranty of the Obligations.    Subject to the provisions of Section 7.2,
Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
§ 362(a)) (collectively, the “Guaranteed Obligations”). 
 7.2.    Contribution by Guarantors.    All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their
obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as
of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date.
“Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to
(ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in
respect of the obligations Guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor
under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of
state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing
Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate
Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in
respect of this Guaranty (including, without limitation, in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors
as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among
Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution
agreement set forth in this Section 7.2. 
 7.3.    Payment by
Guarantors.    Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against
any Guarantor by virtue hereof, that upon 

  

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the failure of Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand
pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such
Guaranteed Obligations (including interest which, but for Company’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Company for such interest
in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid. 
 7.4.    Liability of Guarantors Absolute.    Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any
circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as
follows: 
 (a)  this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a
primary obligation of each Guarantor and not merely a contract of surety; 
 (b)  Administrative Agent may enforce
this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Company and any Beneficiary with respect to the existence of such Event of Default; 
 (c)  the obligations of each Guarantor hereunder are independent of the obligations of Company and the obligations of any other
guarantor (including any other Guarantor) of the obligations of Company, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Company or any of such other guarantors and
whether or not Company is joined in any such action or actions; 
 (d)  payment by any Guarantor of a portion, but
not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if
Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion
of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the
Guaranteed Obligations; 
 (e)  any Beneficiary, upon such terms as it deems appropriate, without notice or demand
and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate,
increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with 

  

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respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of
any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise,
settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any
other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of
sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith and any applicable security agreement, including
foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement
or subrogation or other right or remedy of any Guarantor against Company or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents; and 
 (f)  this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any
reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge
of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or
demand or any right, power or remedy (whether arising under the Credit Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for
the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other
Credit Documents, any of the Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such
Credit Document, such Hedge Agreement or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any
respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or any of the Hedge Agreements or from the proceeds of any security for the Guaranteed Obligations, except
to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment
to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of Company or any of its Subsidiaries and to any corresponding
restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which
Company may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute 

  

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of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or
thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations. 
 7.5.    Waivers by Guarantors.    Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment
or performance by such Guarantor, to (i) proceed against Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, any
such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in the
power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Company or any other Guarantor including any defense based on or arising out of the lack of
validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company or any other Guarantor from any cause other than payment in full of the
Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense
based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might
be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement
hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto;
(f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, or any agreement or instrument related thereto, notices of
any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Section 7.4 and any right to consent to any
thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof. 
 7.6.    Guarantors’ Rights of Subrogation, Contribution, etc.    Until the Guaranteed
Obligations shall have been indefeasibly paid in full, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any other Guarantor or any of its assets in
connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without
limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Company with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any
claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the
Guaranteed Obligations shall have been indefeasibly paid in full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against 

  

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any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as
contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a
court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Company or against any collateral or security, and any rights of contribution such
Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against Company, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any
right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not
have been finally and indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and
applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. 
 7.7.    Subordination of Other Obligations.    Any Indebtedness of Company or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby
subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on
behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability
of the Obligee Guarantor under any other provision hereof. 
 7.8.    Continuing
Guaranty.    This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty
as to future transactions giving rise to any Guaranteed Obligations. 
 7.9.    Authority of
Guarantors or Company.    It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or Company or the officers, directors or any agents acting or purporting to act on behalf of any of
them. 
 7.10.    Financial Condition of Company.    Any Credit Extension may
be made to Company or continued from time to time, without notice to or authorization from any Guarantor regardless of the financial or other condition of Company at the time of any such grant or continuation is entered into, as the case may be. No
Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Company. Each Guarantor has adequate means to obtain information from Company on a
continuing basis concerning the financial condition of Company and its ability to perform its obligations under the Credit Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Company
and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business,
operations or conditions of Company now known or hereafter known by any Beneficiary. 
  

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 7.11.    Bankruptcy,
etc.    (a)  So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence
or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Company or any other Guarantor. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged,
deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company or any other Guarantor or by any defense which Company
or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. 
 (b)  Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above
(or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such
case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be
determined without regard to any rule of law or order which may relieve Company of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or
similar Person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced. 
 (c)  In the event that all or any portion of the Guaranteed Obligations are paid by Company, the obligations of Guarantors
hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference,
fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder. 
 7.12.    Discharge of Guaranty Upon Sale of Guarantor.    If all of the Capital Stock of any Guarantor or any of its successors in interest
hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall
automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale. 
  

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 SECTION 8.    EVENTS OF DEFAULT 
 8.1.    Events of Default.    If any one or more of the following conditions or events
shall occur: 
 (a)  Failure to Make Payments When Due.    Failure by Company to pay
(i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or (ii) any interest on any Loan or any fee, expense reimbursement
or any other amount due hereunder within five days after the date due; or 
 (b)  Default in Other
Agreements.    (i) Failure of any Credit Party or any of their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other
than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of $6,000,000 or more or with an aggregate principal amount of $12,000,000 or more, in each case beyond the grace period, if any, provided therefor; or
(ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in clause (i) above or (2) any loan
agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of
that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case
may be; provided, that with respect to any failure to pay or breach or default under the First Lien Credit Agreement, such event shall only constitute an Event of Default hereunder if there is an Event of Default (as defined in the First Lien
Credit Agreement) under subsection 8.1(a) of the First Lien Credit Agreement, if the First Lien Credit Facilities shall have been accelerated or if 60 days have passed since the date of any other Event of Default under the First Lien Credit
Agreement and such Event of Default has not been cured or waived during such period; or 
 (c)  Breach of
Certain Covenants.    Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.6, Section 5.1(f), Section 5.2, Section 5.15, Section 5.16, Section 5.17,
Section 5.18, Section 5.19, Section 5.20, Section 5.21, Section 5.22 or Section 6; or 
 (d)  Breach of Representations, etc.    Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at
any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or 
 (e)  Other Defaults Under Credit Documents.    Any Credit Party shall default in the performance of
or compliance with any term contained herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and such default shall not have been remedied or waived within thirty days after
the earlier of (i) an officer of such Credit Party becoming aware of such default or (ii) receipt by Company of notice from Administrative Agent or any Lender of such default; or 
 (f)  Involuntary Bankruptcy; Appointment of Receiver, etc.    (i) A court of competent
jurisdiction shall enter a decree or order for relief in respect of Company or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable 

  

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bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any
applicable federal or state law; or (ii) an involuntary case shall be commenced against Company or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect;
or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Company or any of its Subsidiaries, or over all or a
substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Company or any of its Subsidiaries for all or a substantial part of its
property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Company or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for
sixty days without having been dismissed, bonded or discharged; or 
 (g)  Voluntary Bankruptcy; Appointment of
Receiver, etc.    (i) Company or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the
appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Company or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Company or any of
its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Company or any of its Subsidiaries (or any
committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or 
 (h)  Judgments and Attachments.    Any money judgment, writ or warrant of attachment or similar process involving (i) in any individual case an amount in
excess of $6,000,000 or (ii) in the aggregate at any time an amount in excess of $12,000,000 (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage)
shall be entered or filed against Company or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days (or in any event later than five days prior to the date
of any proposed sale thereunder); or 
 (i)  Dissolution.    Any order, judgment or
decree shall be entered against any Credit Party decreeing the dissolution or split up of such Credit Party and such order shall remain undischarged or unstayed for a period in excess of thirty days; or 
 (j)  Employee Benefit Plans.    (i) There shall occur one or more ERISA Events which
individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $3,000,000 during the term hereof; or (ii) there
exists any fact or circumstance that reasonably could be expected to result in the imposition of a Lien or security interest under Section 412(n) of the Internal Revenue Code or under ERISA; or 
  

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 (k)  Change of Control.    A Change of Control shall
occur; 
 (l)  Guaranties, Collateral Documents and other Credit Documents.    At any
time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to
be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement, the Intercreditor Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in
accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien
in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action
within its control, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any
Credit Document to which it is a party; or 
 (m)  Material Litigation.    Any action,
suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental agency shall exist that at any time could reasonably be expected to have a Material Adverse Effect. 
 THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the
occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Company by Administrative Agent, (A) each of the following shall immediately become due and payable, in each case without
presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, and (II) all other Obligations;
(B) subject to the Intercreditor Agreement, Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (C) subject to the Intercreditor Agreement,
Administrative Agent may exercise all rights and remedies available at law or in equity. 
 SECTION 9.    AGENTS

 9.1.    Appointment of Agents.    (a)  GSCP is hereby
appointed Syndication Agent hereunder, and each Lender hereby authorizes GSCP to act as Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent and Collateral Agent
hereunder and under the other Credit Documents and each Lender hereby authorizes GSCP to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its
capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third
party beneficiary of any of the 

  

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provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be
deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Syndication Agent and each Documentation Agent, if any, without consent of or notice to any party hereto, may
assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Effective Date and the date hereof, neither GSCP, in its capacity as Syndication Agent, nor any Documentation Agent, if any, in its capacity as
Documentation Agent, if any, shall have any obligations but shall be entitled to all benefits of this Section 9. 
 (b)  Upon consultation with Borrower, the Administrative Agent shall have the right to appoint, assign and grant titles to additional “Agents” and “Co-Agents” (including any one or more Documentation Agents or
Co-Documentations Agents but other than, for the avoidance of doubt, any Administrative Agent or Collateral Agents under this Credit Agreement or other agents with similar responsibilities or functions under this Credit Agreement), which such
additional Agents or Co-Agents (including Documentation Agents or Co-Documentation Agents) shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment Agreement executed by such Agent or Co-Agents (or any
affiliate thereof) in its capacity as a Lender hereunder) and, in accordance there, such additional Agents and Co-Agents (including Documentation Agents and Co-Documentation Agents) shall be deemed appointed in accordance with Section 9.1(a)
hereof. Following such appointment, the provisions set forth in this Section 9 shall apply to such Agent or Co-Agent (including Documentation Agents or Co-Documentation Agents) as if such Agent or Co-Agent were an “Agent” as referred
to in this Section 9. 
 9.2.    Powers and Duties.    Each Lender
irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms
hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may
exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing
herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or
therein. 
 9.3.    General Immunity. 
 (a)  No Responsibility for Certain Matters.    No Agent shall be responsible to any Lender for the
execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral
statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party or any Lender or for the financial condition or business
affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or
agreements contained in any 

  

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of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to
make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts
thereof. 
 (b)  Exculpatory Provisions.    No Agent nor any of its officers, partners,
directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct.
Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested
in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of
such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such
instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and
to have been signed or sent by the proper Person or Persons and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and
other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit
Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5). 
 (c)  Delegation of Duties.    Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any
other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective
Affiliates. The exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any the Affiliates of Administrative Agent and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and of
Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the
contrary, with respect to each sub-agent appointed by the Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights
and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to
indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii)such rights, benefits and privileges (including exculpatory 

  

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rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have
obligations to Administrative Agent and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such
sub-agent. 
 9.4.    Agents Entitled to Act as Lender.    The agency hereby
created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of Credit,
each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context
clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other
business with Company or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Company for services in connection herewith and otherwise without having to account for the
same to Lenders. In so far as Fifth Third Bank, a Michigan banking corporation, becomes a Lender or Agent (including, without limitation, Administrative Agent, Collateral Agent, Issuing Bank or Swing Line Lender) hereunder (or under and as defined
in the First Lien Credit Agreement), from time to time (and without prejudice to the Borrower’s obligations under Sections 5.11, 5.21(b), 5.23(c), 6.1(n) and 6.2(p)), each Lender agrees that Fifth Third Bank, a Michigan banking corporation, in
its capacity as Lender or Agent hereunder (or under and as defined in the First Lien Credit Agreement), shall be under no obligation to release any Liens in respect of the Existing Headquarters Loan and the Existing Headquarters Mortgage so long as
any Indebtedness, obligations and liabilities secured thereby remain unpaid 
 9.5.    Lenders’
Representations, Warranties and Acknowledgment. 
 (a)  Each Lender represents and warrants that it has made
its own independent investigation of the financial condition and affairs of Company and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of
Company and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information
provided to Lenders. 
 (b)  Each Lender, by delivering its signature page to this Agreement or an Assignment and
funding its Loan on any Credit Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable, on
such Credit Date. 
 (c)  Notwithstanding anything herein to the contrary, each Lender acknowledges that the lien
and security interest granted to the Collateral Agent pursuant to the Pledge and 

  

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Security Agreement and the exercise of any right or remedy by the Collateral Agent thereunder are subject to the provisions of the Intercreditor Agreement
and that in the event of any conflict between the terms of the Intercreditor Agreement and the Pledge and Security Agreement, the terms of the Intercreditor Agreement shall govern and control. 
 9.6.    Right to Indemnity.    Each Lender, in proportion to its Pro Rata Share, severally
agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including
counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other
Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be
insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any
Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence
shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

 9.7.    Successor Administrative Agent and Collateral
Agent    Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to Lenders and Company, and Administrative Agent may be removed at any time with or without cause by an instrument
or concurrent instruments in writing delivered to Company and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice
to Company, to appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and
other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents,
and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative
Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s
resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent 

  

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hereunder. Any resignation or removal of GSCP as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GSCP or
its successor as Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. 
 9.8.    Collateral Documents and Guaranty. 
 (a)  Agents under Collateral Documents and Guaranty.    Each Lender hereby further authorizes
Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, (i) to be the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral Documents and
(ii) to enter into the Intercreditor Agreement, and each Lender agrees to be bound by the terms of the Intercreditor Agreement. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or
Collateral Agent, as applicable may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite
Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders
(or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 
 (b)  Right to Realize on Collateral and Enforce Guaranty.    Anything contained in any of the Credit Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each
Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by
Administrative Agent, on behalf of Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral
Agent on any of the Collateral pursuant to a public or private sale, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral Agent, as agent for and representative of Secured Parties (but
not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any
portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale. 
 SECTION 10.    MISCELLANEOUS 
 10.1.    Notices. 
 (a)  Notices
Generally.    Any notice or other communication herein required or permitted to be given to a Credit Party, Syndication Agent, Collateral Agent, Administrative Agent or any Documentation Agent, if any, shall be sent to such
Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address 

  

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as indicated on Appendix B or otherwise indicated to Administrative Agent in writing. Except as otherwise set forth in paragraph (b) below, each
notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against
receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by
such Agent; provided further, any such notice or other communication shall at the request of the Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by the Administrative
Agent from time to time. 
 (b)  Electronic Communications.    Notices and other
communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall
not apply to notices to any Lender pursuant to Section 2 if such Lender has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Administrative Agent or Company may, in its
discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the
“return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 
 10.2.    Expenses.    Whether or not the transactions contemplated hereby shall be
consummated, Company agrees to pay promptly (a) all the actual and reasonable costs and expenses of preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing
all opinions by counsel for Company and the other Credit Parties; (c) the reasonable fees, expenses and disbursements of counsel to Agents in connection with the negotiation, preparation, execution and administration of the Credit Documents and
any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Company; (d) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of Collateral Agent, for the
benefit of Lenders pursuant hereto, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to each Agent and of counsel
providing any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents; (e) all the actual costs and reasonable fees, expenses and disbursements of any
auditors, accountants, consultants or appraisers; (f) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral
Agent and its counsel) in connection with 

  

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the custody or preservation of any of the Collateral; (g) all other actual and reasonable costs and expenses incurred by each Agent in connection with
the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) after
the occurrence of a Default or an Event of Default, all costs and expenses, including reasonable attorneys’ fees and costs of settlement, incurred by any Agent and Lenders in enforcing any Obligations of or in collecting any payments due from
any Credit Party hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the
Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings. 
 10.3.    Indemnity. 
 (a)  In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend
(subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and the officers, partners, directors, trustees, employees, agents, sub-agents and Affiliates of each Agent and each Lender (each, an
“Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified
Liabilities arise from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part
because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them. 
 (b)  To the extent permitted by applicable law, no Credit Party shall
assert, and each Credit Party hereby waives, any claim against Lenders, Agents and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way
related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act
or omission or event occurring in connection therewith, and Company hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

 10.4.    Set-Off.    Subject to the Intercreditor Agreement, in addition to
any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to
the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any 

  

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other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all
deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or
the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder and under the other Credit Documents, including all claims of any nature or description arising out of or
connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have
become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured. 
 10.5.    Amendments and Waivers. 
 (a)  Requisite
Lenders’ Consent.    Subject to Sections 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall
in any event be effective without the written concurrence of the Requisite Lenders. 
 (b)  Affected
Lenders’ Consent.    Without the written consent of each Lender that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would: 
 (i)  extend the scheduled final maturity of any Loan or Note; 
 (ii)  waive, reduce or postpone any scheduled repayment (but not prepayment); 
 (iii)  [reserved]; 
 (iv)  reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium
payable hereunder; 
 (v)  extend the time for payment of any such interest or fees; 
 (vi)  reduce the principal amount of any Loan; 
 (vii)  amend, modify, terminate or waive any provision of this Section 10.5(b) or Section 10.5(c);

 (viii)  amend the definition of “Requisite Lenders” or “Pro Rata
Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on
substantially the same basis as the Commitments and the Loans are included on the Closing Date; 
  

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 (ix)  release all or substantially all of the Collateral or all
or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; 
 (x)  permit an Interest Period with a duration in excess of six months; or 
 (xi)  consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document. 
 (c)  Other Consents.    No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall
amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.

 (d)  Execution of Amendments, etc.    Administrative Agent may, but shall have no
obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was
given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in
accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party. 
 10.6.    Successors and Assigns; Participations. 
 (a)  Generally.    This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns
of Lenders. No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders and Administrative Agent. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b)  Register.    Company, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed
therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of an Assignment Agreement effecting the assignment or
transfer thereof, in each case, as provided in Section 10.6(d). Each assignment shall be recorded in the Register on the Business Day the Assignment Agreement is received by the Administrative Agent, if received by 12:00 noon New York City
time, and on the following Business Day if received after such time, prompt notice thereof shall be provided to Company and a copy of such Assignment Agreement shall be maintained, as applicable. The date of such recordation of a transfer shall be
referred to herein as the “Assignment Effective Date.” Any request, authority 

  

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or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be
conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. 
 (c)  Right to Assign.    Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, all
or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan
and any related Commitments): 
 (i)  to any Person meeting the criteria of clause (i) of the
definition of the term of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent; 
 (ii)  to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to Company and Administrative Agent; provided, further
each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of
the Loans of the assigning Lender) with respect to the assignment of Loans; and 
 (iii)  to any
Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” in connection with the assignments of the Term Loans by GSCP, in its capacity as sole Lender as of the Closing Date, in connection with
the initial syndication by GSCP of the Term Loans to each of the assignees (or their respective Affiliates) set forth on the final initial lender allocation schedule identified as “X-Rite, Incorporated.: Final,” dated the Closing Date, and
provided by GSCP to the Company on the Closing Date. 
 (d)  Mechanics.    Subject to
the other requirements of this Section 10.6, assignments and assumptions of Term Loans shall only be effected by manual execution delivery to the Administrative Agent of an Assignment Agreement with the prior written consent of each of Company
and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing). Assignments made pursuant to the
foregoing provision shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal
income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20(c). 
 (e)  Representations and Warranties of Assignee.    Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may
be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the Loans;
and (iii) it will make or invest in Loans for its own account in the ordinary course of its business and without a view to distribution of such 

  

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Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of
this Section 10.6, the disposition of Loans or any interests therein shall at all times remain within its exclusive control). 
 (f)  Effect of Assignment.    Subject to the terms and conditions of this Section 10.6, as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and
obligations of a “Lender” hereunder to the extent of its interest in the Loans as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder
shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder
(and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date); provided, anything
contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior
involvement of such assigning Lender as a Lender hereunder); and (iii) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as
practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon Company shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender,
with appropriate insertions, to reflect the outstanding Loans of the assignee and/or the assigning Lender. 
 (g)  Participations.    Each Lender shall have the right at any time to sell one or more participations to any Person (other than Company, any of its Subsidiaries or any of its Affiliates) in all or any
part of its Loans or in any other Obligation. The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except
with respect to any amendment, modification or waiver that would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees
thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in
effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Loan shall be permitted without the consent of any participant if the
participant’s participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (iii) release all or substantially all of
the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. Company agrees that each participant shall be entitled to the benefits of
Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (i) a participant shall not be entitled to receive any
greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with
Company’s prior written consent and (ii) a participant that would be a Non-US 

  

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Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless Company is notified of the participation sold to such
participant and such participant agrees, for the benefit of Company, to comply with Section 2.20 as though it were a Lender. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as though
it were a Lender, provided such Participant agrees to be subject to Section 2.17 as though it were a Lender. 
 (i)  Certain Other Assignments.    In addition to any other assignment permitted pursuant to this Section 10.6, any Lender may assign and/or pledge all or any portion of its Loans, the other
Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal
Reserve System and any operating circular issued by such Federal Reserve Bank; provided, no Lender, as between Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and
provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

 10.7.    Independence of Covenants.    All covenants hereunder shall be
given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid
the occurrence of a Default or an Event of Default if such action is taken or condition exists. 
 10.8.    Survival of Representations, Warranties and Agreements.    All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of
any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in
Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans and the termination hereof. 
 10.9.    No Waiver; Remedies Cumulative.    No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit
Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or
of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or
rule of law or in any of the other Credit Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof,
nor shall it preclude the further exercise of any such right, power or remedy. 
 10.10.    Marshalling; Payments Set Aside.    Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or
in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative 

  

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Agent, on behalf of Lenders), or any Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the
proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other
state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and
continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred. 
 10.11.    Severability.    In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 
 10.12.    Obligations Several; Independent Nature of Lenders’ Rights.    The
obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto
or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall
be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose. 
 10.13.    Headings.    Section headings herein are included herein for convenience of
reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect. 
 10.14.    APPLICABLE LAW.    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF. 
 10.15.    CONSENT TO
JURISDICTION.    ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE
JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
TO THE APPLICABLE 

  

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CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO
CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION. 
 10.16.    WAIVER OF JURY TRIAL.    EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO
BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH
PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED
FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT. 
 10.17.    Confidentiality.    Each Lender shall hold all non-public information regarding Company and its Subsidiaries and their businesses identified as such by Company and obtained by such
Lender pursuant to the requirements hereof in accordance with such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by Company that, in any event, a Lender may make
(i) disclosures of such information to Affiliates of such Lender and to their agents and advisors (and to other persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures
otherwise made in accordance with this Section 10.17), 

  

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(ii) disclosures of such information reasonably required by any pledge referred to in Section 10.6(i) or any bona fide or potential assignee,
transferee or participant in connection with the contemplated assignment, transfer or participation by such Lender of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors
thereto) in Hedge Agreements (provided, such counterparties and advisors are advised of and agree to be bound by the provisions of this Section 10.17), (iii) disclosure to any rating agency when required by it, provided that, prior
to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from any of the Agents or any Lender, and (iv) disclosures required
or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or court order, each Lender shall make reasonable efforts to
notify Company of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency)
for disclosure of any such non-public information prior to disclosure of such information. 
 10.18.    Usury Savings Clause.    Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in
connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest
Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total
amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Company shall pay to Administrative Agent an amount equal to the
difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Company to conform
strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if
previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Company. 
 10.19.    Counterparts.    This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument. 
 10.20.    Effectiveness.    This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Company and Administrative Agent of
written or telephonic notification of such execution and authorization of delivery thereof. 
  

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 10.21.    Patriot Act.    Each Lender and
Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Company that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot
Act”), it is required to obtain, verify and record information that identifies Company, which information includes the name and address of Company and other information that will allow such Lender or Administrative Agent, as applicable, to
identify Company in accordance with the Patriot Act. 
 10.22.    Electronic Execution of
Assignments.    The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 
 10.23.    Existing Agreement Superseded.    As and to the extent set forth in
Section 1.4, on and after the date hereof, the Existing Credit Agreement is superseded by this Agreement, which hereby renews, amends, restates and modifies, but does not novate or extinguish, the obligations under the Existing Credit
Agreement. 
 10.24.    Reaffirmation. 
 (a)    Each of Company and the Guarantors hereby agrees and confirms, both before and after giving effect to this
Agreement, that it is bound by each of the Credit Documents (including, without limitation, each of the Collateral Documents) to which it is a party (including without limitation, as a grantor of Collateral thereunder), by virtue of its having been
an original signatory thereto. Each of the Credit Documents, including, without limitation, each of the Collateral Documents, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Each of the
Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations or Secured Obligations, as applicable, under and as defined therein. 
 (b)    Each of the Guarantors hereby agrees and confirms, both before and after giving effect to this Agreement, that
it is a party to and is bound by the Guaranty as a Guarantor thereunder, by virtue of its having been an original signatory to the Existing Credit Agreement and a signatory to this Agreement. The Guaranty is and shall continue to be in full force
and effect and is hereby in all respects ratified and confirmed. 
 [Remainder of page intentionally left blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 
  

			
	 BORROWER

	
	 X-RITE, INCORPORATED

		
	 By:
	 	 /s/ Mary E. Chowning

		 	 Name: Mary E. Chowning

		 	 Title:Vice President, CFO,
 Secretary & Treasurer

	
	 GUARANTORS

	
	 LABSPHERE, INC.

	 OTP, INCORPORATED

	 MONACO ACQUISITION COMPANY

	 X-RITE GLOBAL, INCORPORATED

	 X-RITE HOLDINGS, INC.

		
	 By:
	 	 /s/ Mary E. Chowning

		 	 Name: Mary E. Chowning

		 	 Title: Vice President, Secretary & Treasurer



  

 S-1 









			
	 GOLDMAN SACHS CREDIT PARTNERS L.P.,

	 as Lead Arranger, Book Runner, Administrative
 Agent, Collateral Agent, Syndication Agent and a
 Lender

		
	 By:
	 	 /s/ William W. Archer

		 	 Name: William W. Archer

		 	 Title: Managing Director



  

 S-2 








 APPENDIX A 
 TO AMENDED AND RESTATED SECOND LIEN 
 CREDIT AND GUARANTY AGREEMENT 
 Commitments 
  

							
	 Lender
	  	Commitment	  	 Pro
 Rata Share
	 
	 Goldman Sachs Credit Partners L.P.
	  	$	60,000,000	  	100	%
	 Total
	  	$	60,000,000	  	100	%

  

 APPENDIX A 








 APPENDIX B 
 TO AMENDED AND RESTATED SECOND LIEN 
 CREDIT AND GUARANTY AGREEMENT 
 Notice Addresses 
 COMPANY AND GUARANTORS 
 X-Rite, Incorporated 
 3100 44th Street SW 
 Grandville, MI 49418 
 Attention: Mary Chowning 
 Telecopier: (616) 257-3710 

in each case, with a copy to: 
 McDermott Will & Emery LLP 
 227 West Monroe Street

 Chicago, Illinois 60606 
 Attention: Michael L. Boykins 
 Telecopier: (312) 984-7700 
  

 APPENDIX B-1 








 GOLDMAN SACHS CREDIT PARTNERS L.P., 
 as Lead Arranger, Book Runner, Administrative Agent, Collateral Agent, Syndication Agent and as a Lender: 
 Goldman Sachs Credit Partners L.P. 
 c/o Goldman, Sachs & Co. 
 30 Hudson Street, 17th Floor 
 Jersey City, NJ 07302 
 Attention: SBD Operations 
 Attention: Pedro Ramirez 
 Telecopier: (212) 357-4597 
 Email and for delivery of final financial statements for posting: gsd.link@gs.com 
 in each case, with a copy to: 
 Goldman Sachs Credit Partners L.P. 
 1 New York Plaza 
 New York, New York 10004 
 Attention: Stephen King 
 Telecopier: (212) 902-3000 
 GOLDMAN SACHS CREDIT PARTNERS L.P., 
 as Swing Line
Lender 
 Goldman Sachs Credit Partners L.P. 
 30 Hudson Street, 17th Floor 
 Jersey City, New Jersey 07302

 Attention: Philip Green or Kristen Renzulli 
 Telecopier: (212) 357-4597 







 EXHIBIT A-1 TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 FUNDING NOTICE 
                     ,
20     
 Reference is made to the Amended and Restated Second Lien Credit and Guaranty
Agreement, dated as of [                    ], 2006, (as it may be amended, supplemented or otherwise modified, the “Credit
Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among X-RITE, INCORPORATED (the “Company”), certain Subsidiaries of Company, as Guarantors, the
Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Lead Arranger and Syndication Agent, GSCP, as Administrative Agent, and other parties thereto. 
 Pursuant to Section 2.2 of the Credit Agreement, Company desires that Lenders make the following Loans to Company in accordance with
the applicable terms and conditions of the Credit Agreement on                     , 20     [(the
“Closing Date”)/(the “Credit Date”)]: 
  

					
	 1.    
	 	 Initial Term Loans
	 	
			
		 	 Base Rate Loans:
	 	 $[      ,      ,      ]

			
		 	 Eurodollar Rate Loans, with an initial Interest Period of
             month(s):
	 	 $[      ,      ,      ]

			
	 2.
	 	 Delayed Draw Term Loans
	 	
			
		 	 Base Rate Loans:
	 	 $[      ,      ,      ]

			
		 	 Eurodollar Rate Loans, with an initial Interest Period of
             month(s):
	 	 $[      ,      ,      ]

			
	 3.
	 	 Revolving Loans
	 	
			
		 	 Base Rate Loans:
	 	 $[      ,      ,      ]

			
		 	 Eurodollar Rate Loans, with an initial Interest Period of
             month(s):
	 	 $[      ,      ,      ]

			
	 4.
	 	 Swing Line Loans:
	 	 $[      ,      ,      ]


 Company hereby certifies that: 
 (i)    [Insert for Initial Term Loans] [As of the Closing Date, each of the Tender Offer
Conditions Precedent has been satisfied.] 
  

 EXHIBIT A-1-1 








 (ii)    [Insert for Initial Term Loans] [As of
the Closing Date, the conditions included in Section B.9 of the Tender Offer Prospectus have been satisfied or waived such that the Tender Offer becomes or is declared wholly unconditional in all respects and the Amazys Shares have been or are
being purchased contemporaneously pursuant to the Tender Offer and have been or are being paid for contemporaneously with the Initial Term Loan.] 
 (iii)    [Insert for Initial Term Loans] [The Major Representations are true and correct as they relate to the Company and its Subsidiaries and Amazys as of the Closing
Date, with the same effect as if made on the Closing Date.] 
 (iv)    [Insert for
Initial Term Loans] [At the time of and immediately after giving effect to the Initial Term Loan, no Major Default has occurred and is continuing.] 
 (v)    [Insert for all Loans other than Initial Term Loans] [After making the Credit Extensions requested on the Credit Date, the Total Utilization of Revolving
Commitments shall not exceed the Revolving Commitments then in effect.] 
 (vi)    [Insert for all Loans other than Initial Term Loans] [After making the Credit Extensions requested on such Credit Date, the Total Utilization of Delayed Draw Term Loan Commitments shall not exceed the
Delayed Draw Term Loan Commitments then in effect.] 
 (vii)    [Insert for all Loans
other than Initial Term Loans] [As of the Credit Date, the representations and warranties contained in each of the Credit Documents are true, correct and complete in all material respects on and as of such Credit Date to the same extent as
though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as
of such earlier date.] 
 (viii)    [Insert for all Loans other than Initial Term
Loans] [As of the Credit Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.] 
  

 EXHIBIT A-1-2 








 The foregoing is made and delivered as of the date first set forth above. 
  

			
	 X-RITE, INCORPORATED

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

 EXHIBIT A-1-3 








 EXHIBIT A-2 TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 CONVERSION/CONTINUATION NOTICE

 Reference is made to the Amended and Restated Second Lien Credit and Guaranty Agreement, dated as of
[                    ], 2006, (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms
defined therein and not otherwise defined herein being used herein as therein defined), by and among X-RITE, INCORPORATED (the “Company”), certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to
time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Lead Arranger and Syndication Agent, GSCP, as Administrative Agent, and other parties thereto. 
 Pursuant to Section 2.8 of the Credit Agreement, Company desires to convert or to continue the following Loans, each such conversion and/or continuation to be effective as of
                    , 20    : 
  

			
	 1.    Term Loans:

	 $[      ,      ,      ]
	  	 Eurodollar Rate Loans to be continued with Interest Period of [            ]
month(s)

		
	 $[      ,      ,      ]
	  	 Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [            ]
month(s)

		
	 $[      ,      ,      ]
	  	 Eurodollar Rate Loans to be converted to Base Rate Loans

	
	 2.    Revolving Loans:

	 $[      ,      ,      ]
	  	 Eurodollar Rate Loans to be continued with Interest Period of [            ]
month(s)

		
	 $[      ,      ,      ]
	  	 Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of             
month(s)

		
	 $[      ,      ,      ]
	  	 Eurodollar Rate Loans to be converted to Base Rate Loans


 Company hereby certifies that as of the date hereof, no event has occurred and is
continuing or would result from the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default or a Default. 
  

					
	 Date:                     ,
20    
	 	 X-RITE, INCORPORATED

			
		 	 By:
	 	  

		 	 Name:
	 	
		 	 Title:
	 	

  

 EXHIBIT A-2-1 








 EXHIBIT A-3 TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 ISSUANCE NOTICE 
 Reference is made to the Amended and Restated Second Lien Credit and Guaranty Agreement, dated as of
[                    ], 2006, (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms
defined therein and not otherwise defined herein being used herein as therein defined), by and among X-RITE, INCORPORATED (the “Company”), certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to
time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Lead Arranger and Syndication Agent, GSCP, as Administrative Agent, and other parties thereto. 
 Pursuant to Section 2.4 of the Credit Agreement, Company desires a Letter of Credit to be issued in accordance with the terms and conditions of the Credit Agreement on
                    ,20     (the “Credit Date”) in an aggregate face amount of
$[      ,      ,      ]. 
 Attached hereto for each such Letter of Credit are the following: 
 (a)    the stated amount of such Letter of Credit; 
 (b)    the name and address of the beneficiary; 
 (c)    the expiration date; and 
 (d)    either
(i) the verbatim text of such proposed Letter of Credit, or (ii) a description of the proposed terms and conditions of such Letter of Credit, including a precise description of any documents to be presented by the beneficiary which, if
presented by the beneficiary prior to the expiration date of such Letter of Credit, would require the Issuing Lender to make payment under such Letter of Credit. 
 Company hereby certifies that: 
 (i)    after issuing such Letter of Credit requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect; 
 (ii)    after making the Credit Extensions requested on such Credit Date, the Total Utilization of
Delayed Draw Term Loan Commitments shall not exceed the Delayed Draw Term Loan Commitments then in effect; 
 (iii)    as of the Credit Date, the representations and warranties contained in each of the Credit Documents are true, correct and complete in all material respects on and as of such Credit Date to the same extent as
though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as
of such earlier date; and 
 (iv)    as of such Credit Date, no event has occurred and is
continuing or would result from the consummation of the issuance contemplated hereby that would constitute an Event of Default or a Default. 
  

 EXHIBIT A-3-1 









					
	 Date:                     ,
20    
	 	 X-RITE, INCORPORATED

			
		 	 By:
	 	  

		 	 Name:
	 	
		 	 Title:
	 	

  

 EXHIBIT A-3-1 








 EXHIBIT B-1 TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 TERM LOAN NOTE 
  

			
	 $[1][      ,      ,      ]
	  	
	 [2][                    , 2006
	  	New York, New York

 FOR VALUE RECEIVED, X-RITE, INCORPORATED, a Michigan corporation
(“Company”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the principal amount of [1][DOLLARS]
($[      ,      ,      ][1]) in the installments referred to below. 
 Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at
the times which shall be determined in accordance with the provisions of that certain Amended and Restated Second Lien Credit and Guaranty Agreement, dated as of
[                    ], 2006 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms
defined therein and not otherwise defined herein being used herein as therein defined), by and among Company, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P.
(“GSCP”), as Lead Arranger and Syndication Agent, GSCP, as Administrative Agent, and other parties thereto. 
 Company shall make scheduled principal payments on this Note as set forth in Section 2.12 of the Credit Agreement. 
 This Note is one of the “Term Loan Notes” in the aggregate principal amount of $120,000,000 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid. 
 All
payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the
Register, Company, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any
part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or
otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note. 
 This Note is subject to mandatory prepayment and to prepayment at the option of Company, each as provided in the Credit Agreement. 
 THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES THEREOF. 
  


	 [1]
	 Lender’s Term Loan Commitment 


  

	 [2]
	 Date of Issuance 


  

 EXHIBIT B-1-1 








 Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. 
 The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement. 
 No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations
of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed. 
 Company promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement,
incurred in the collection and enforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest,
demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder. 
 [Remainder of page intentionally left blank] 
  

 EXHIBIT B-1-2 








 IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered
by its officer thereunto duly authorized as of the date and at the place first written above. 
  

			
	 X-RITE, INCORPORATED

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

 EXHIBIT B-1-3 








 EXHIBIT B-2 TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 REVOLVING LOAN NOTE 
  

			
	 $[1][      ,      ,      ]
	  	
	 [2][                     , 2006
	  	New York, New York

 FOR VALUE RECEIVED, X-RITE, INCORPORATED, a Michigan corporation
(“Company”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns, on or before
[                    ], 2011 the lesser of (a) [1][DOLLARS]
($[1][      ,      ,      ]) and (b) the unpaid principal amount of all advances made by Payee to Company as Revolving Loans
under the Credit Agreement referred to below. 
 Company also promises to pay interest on the unpaid principal amount hereof,
from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Amended and Restated Second Lien Credit and Guaranty Agreement, dated as of
[                    ], 2006 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms
defined therein and not otherwise defined herein being used herein as therein defined), by and among the Company, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS
L.P. (“GSCP”), as Lead Arranger and Syndication Agent, GSCP as Administrative Agent, and other parties thereto. 
 This Note is one of the “Revolving Loan Notes” in the aggregate principal amount of $40,000,000 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid. 
 All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as
shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by
Administrative Agent and recorded in the Register, Company, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof,
that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment
made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note. 
 This Note is subject to mandatory prepayment and to prepayment at the option of Company, each as provided in the Credit Agreement. 
 THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. 
  


	 [1]
	 Lender’s Revolving Credit Commitment 


  

	 [2]
	 Date of Issuance 


  

 EXHIBIT B-2-1 








 Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. 
 The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement. 
 No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations
of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed. 
 Company promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement,
incurred in the collection and enforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest,
demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder. 
 [Remainder of page intentionally left blank] 
  

 EXHIBIT B-2-2 








 IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered
by its officer thereunto duly authorized as of the date and at the place first written above. 
  

			
	 X-RITE, INCORPORATED

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

 EXHIBIT B-2-3 








 TRANSACTIONS ON 
 REVOLVING LOAN NOTE 
  

									
	 Date
	 	 Amount of Loan
 Made This Date
	 	 Amount of Principal
 Paid This Date
	 	 Outstanding Principal
 Balance This Date
	 	 Notation
 Made By

		 		 		 		 	

  

 EXHIBIT B-2-4 








 EXHIBIT B-3 TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 SWING LINE NOTE 
  

			
	 $[1][      ,      ,      ]
	  	
	 [2                    , 2006
	  	New York, New York

 FOR VALUE RECEIVED, X-RITE, INCORPORATED, a Michigan corporation
(“Company”), promises to pay to GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”) as Swing Line Lender (“Payee”), on or before
                    ,20    , the lesser of (a) [1][DOLLARS]
($[      ,      ,      ]) and (b) the unpaid principal amount of all advances made by Payee to Company as Swing Line Loans under the
Credit Agreement referred to below. 
 Company also promises to pay interest on the unpaid principal amount hereof, from the
date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Amended and Restated Second Lien Credit and Guaranty Agreement, dated as of
[                    ], 2006 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms
defined therein and not otherwise defined herein being used herein as therein defined), by and among Company, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, GSCP, as Lead Arranger and Syndication
Agent, GSCP, as Administrative Agent, and other parties thereto. 
 This Note is the “Swing Line Note” and is
issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Swing Line Loans evidenced hereby were made and are to be repaid.

 All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of
America in same day funds at the Principal Office of Swing Line Lender or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. 
 This Note is subject to mandatory prepayment and to prepayment at the option of Company, each as provided in the Credit Agreement.

 THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. 
 Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the
conditions and with the effect provided in the Credit Agreement. 
 The terms of this Note are subject to amendment only in
the manner provided in the Credit Agreement. 
 No reference herein to the Credit Agreement and no provision of this Note or
the Credit Agreement shall alter or impair the obligations of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed. 

 


	 [1]
	 Swing Line Sublimit 


  

	 [2]
	 Date of Issuance 


  

 EXHIBIT B-3-1 








 Company promises to pay all costs and expenses, including reasonable attorneys’
fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and
hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder. 
 [Remainder of page intentionally left blank] 
  

 EXHIBIT B-3-2 








 IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered
by its officer thereunto duly authorized as of the date and at the place first written above. 
  

			
	 X-RITE, INCORPORATED

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

 EXHIBIT B-3-3 








 TRANSACTIONS ON 
 SWING LINE NOTE 
  

									
	 Date
	 	 Amount of Loan
 Made This Date
	 	 Amount of Principal
 Paid This Date
	 	 Outstanding Principal
 Balance This Date
	 	 Notation
 Made By

		 		 		 		 	

  

 EXHIBIT B-3-4 








 EXHIBIT C TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 COMPLIANCE CERTIFICATE 
 THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS: 
 1.    I am the Chief Financial Officer of X-RITE, INCORPORATED (“Company”). 
 2.    I have reviewed the terms of that certain Amended and Restated Second Lien Credit and Guaranty Agreement, dated as of
[                    ], 2006 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms
defined therein and not otherwise defined herein being used herein as therein defined), by and among Company, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P.
(“GSCP”), as Lead Arranger and Syndication Agent, GSCP, as Administrative Agent, and the other parties thereto, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and
condition of Company and its Subsidiaries during the accounting period covered by the attached financial statements. 
 3.    The examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the
accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate, describing in reasonable detail, the nature of the condition or event,
the period during which it has existed and the action which Company has taken, is taking, or proposes to take with respect to each such condition or event. 
 The foregoing certifications, together with the computations set forth in the Annex A hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered
                    , 20     pursuant to Section 5.1(d) of the Credit Agreement. 
  

			
	 X-RITE, INCORPORATED

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	 Chief Financial Officer



  

 EXHIBIT C-1 








 ANNEX A TO 
 COMPLIANCE CERTIFICATE 
 FOR THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy]. 
  

									
	 1.  Consolidated Adjusted EBITDA: (i) - (ii) =
	  	 $[      ,      ,      ]

					
		 	 (i)    
	 	 (a)
	 	 Consolidated Net Income:
	  	 $[      ,      ,      ]

					
		 		 	 (b)
	 	 Consolidated Interest Expense:
	  	 $[      ,      ,      ]

					
		 		 	 (c)
	 	 provisions for taxes based on income:
	  	 $[      ,      ,      ]

					
		 		 	 (d)
	 	 total depreciation expense:
	  	 $[      ,      ,      ]

					
		 		 	 (e)
	 	 total amortization expense:
	  	 $[      ,      ,      ]

					
		 		 	 (f)
	 	 restructuring charges of up to $21,000,000:
	  	 $[      ,      ,      ]

					
		 		 	 (g)
	 	 non-cash charges of fair market value of
 Company’s life insurance policy portfolio of up to $1,000,000 per Fiscal Year:
	  	 $[      ,      ,      ]

					
		 		 	 (h)
	 	 other non-cash items reducing
 Consolidated Net Income1:
	  	 $[      ,      ,      ]

				
		 	 (ii)    
	 	 other non-cash items increasing
 Consolidated Net Income2:
	  	 $[      ,      ,      ]

		
	 2.    Consolidated Capital Expenditures:
	  	 $[      ,      ,      ]

		
	 3.    Consolidated Cash Interest Expense:
	  	 $[      ,      ,      ]

		
	 4.    Consolidated Current Assets:
	  	 $[      ,      ,      ]

		
	 5.    Consolidated Current Liabilities:
	  	 $[      ,      ,      ]

		
	 6.    Consolidated Excess Cash Flow: (i) - (ii) =
	  	 $[      ,      ,      ]

					
		 	 (i)    
	 	 (a)
	 	 Consolidated Adjusted EBITDA:
	  	 $[      ,      ,      ]

					
		 		 	 (b)
	 	 Consolidated Working Capital Adjustment:
	  	 $[      ,      ,      ]

					
		 	 (ii)    
	 	 (a)
	 	 Consolidated Capital Expenditures1:
	  	 $[      ,      ,      ]




	 1
	 Excluding any such non-Cash item to the extent that it represents an accrual or reserve for potential Cash items in any future period or amortization of a
prepaid Cash item that was paid in a prior period. 



	 2
	 Excluding any such non-Cash item to the extent that it represents an accrual or reserve for potential Cash items in any future period or amortization of a
prepaid Cash item that was paid in a prior period. 


  

 EXHIBIT C-2 









									
		  		 	 (b)
	 	 Consolidated Cash Interest Expense:
	  	 $[      ,      ,      ]

					
		  		 	 (c)
	 	 the provision for current taxes based on income of Company and its Subsidiaries and payable in cash with respect to such period:
	  	 $[      ,      ,      ]

		
	 7.  Consolidated Interest Expense:
	  	 $[      ,      ,      ]

		
	 8.  Consolidated Net Income: (i) - (ii) =
	  	 $[      ,      ,      ]

				
		  	 (i)
	 	 the net income (or loss) of Company and its Subsidiaries on a consolidated basis for such period taken
as a single accounting period determined in conformity
with GAAP:
	  	 $[      ,      ,      ]

					
		  	 (ii)
	 	 (a)
	 	 the income (or loss) of any Person (other than a Subsidiary of Company) in which any other Person (other than Company or any of its Subsidiaries) has a joint interest,
except to the extent of the amount of dividends or other distributions actually paid to Company or any of its Subsidiaries by such Person:
	  	 $[      ,      ,      ]

					
		  		 	 (b)
	 	 the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Company or is merged into or consolidated with Company or any of its Subsidiaries
or that Person’s assets are acquired by Company or any of its Subsidiaries:
	  	 $[      ,      ,      ]

					
		  		 	 (c)
	 	 the income of any Subsidiary of Company to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the
time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary:
	  	 $[      ,      ,      ]

					
		  		 	 (d)
	 	 any after-tax gains or losses attributable to Asset Sales or returned surplus assets of any Pension Plan:
	  	 $[      ,      ,      ]

					
		  		 	 (e)
	 	 to the extent not included in clauses (ii)(a) through (d) above, any net extraordinary gains or net extraordinary losses:
	  	 $[      ,      ,      ]




	 1
	 Net of any proceeds of any related financings with respect to such expenditures and sales of assets used to finance such expenditures.



  

 EXHIBIT C-3 









									
	 9.  Consolidated Total Debt:
	  	 $[      ,      ,      ]

		
	 10.  Consolidated Working Capital: (i) - (ii) =
	  	 $[      ,      ,      ]

					
		 	 (i)
	 	 Consolidated Current Assets:
	  		  	 $[      ,      ,      ]

					
		 	 (ii)
	 	 Consolidated Current Liabilities:
	  		  	 $[      ,      ,      ]

		
	 11.  Consolidated Working Capital Adjustment: (i) - (ii) =
	  	 $[      ,      ,      ]

					
		 	 (i)
	 	 Consolidated Working Capital
 as of the beginning of such period:
	  		  	 $[      ,      ,      ]

					
		 	 (ii)
	 	 Consolidated Working Capital
 as of the end of such period:
	  		  	 $[      ,      ,      ]

		
	 12.  Interest Coverage Ratio: (i)/(ii) =
	  	
					
		 	 (i)
	 	 Consolidated Adjusted EBITDA
 for the four-Fiscal Quarter Period then ended:
	  		  	 $[      ,      ,      ]

					
		 	 (ii)
	 	 Consolidated Cash Interest Expense
 for such four-Fiscal Quarter Period:
	  		  	 $[      ,      ,      ]

					
		 		 		  	 Actual:
	  	   .    :1.00

		 		 		  	 Required:
	  	   .    :1.00

		
	 13.  Leverage Ratio: (i)/(ii) =
	  	
					
		 	 (i)
	 	 Consolidated Total Debt
	  		  	 $[      ,      ,      ]

					
		 	 (ii)
	 	 Consolidated Adjusted EBITDA
 for the four-Fiscal Quarter period then ended:
	  		  	 $[      ,      ,      ]

					
		 		 		  	 Actual:
	  	   .    :1.00

		 		 		  	 Required:
	  	   .    :1.00

		
	 14.  Consolidated Adjusted EBITDA
	  	
					
		 		 		  	 Actual:
	  	 $[      ,      ,      ]

		 		 		  	 Required :
	  	 $[      ,      ,      ]

		
	 15.  Maximum Consolidated Capital Expenditures
	  	
					
		 		 		  	 Actual:
	  	 $[      ,      ,      ]

		 		 		  	 Required :
	  	 $[      ,      ,      ]

		 		 	 plus, the excess, if any, (but in no event more than
$[      ,      ,      ] of such amount for the previous Fiscal Year (as adjusted in accordance with this proviso) over the actual amount
of Consolidated Capital Expenditures for such previous Fiscal Year:
	  		  	 $[      ,      ,      ]


  

 EXHIBIT C-4 








 EXHIBIT D TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 [RESERVED] 
  

 EXHIBIT D-1 








 EXHIBIT E TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 ASSIGNMENT AND ASSUMPTION AGREEMENT

 This Assignment and Assumption Agreement (the “Assignment”) is dated as of the Effective Date set
forth below and is entered into by and between [                    ] (the “Assignor”) and
[            ] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below
(as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. 
 For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments
delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, to the extent included in
any such facilities, letters or credit and swingline loans) (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement,
without representation or warranty by the Assignor. 
  

					
	 1.
	 	 Assignor:
	 	 _________________

			
	 2.
	 	 Assignee:
	 	                                       
   [and is an Affiliate/Approved Fund1]

			
	 3.
	 	 Borrower(s):
	 	 _________________

			
	 4.
	 	 Administrative Agent:
	 	                                       
  , as the administrative agent under the Credit Agreement

			
	 5.
	 	 Credit Agreement:
	 	 The $160,000,000.00 Amended and Restated Second Lien Credit and Guaranty Agreement dated as of
[                    ], 2006 among X-Rite, Incorporated, the Lenders parties thereto, Goldman Sachs Credit Partners L.P., as Administrative
Agent, and the other parties thereto

			
	 6.
	 	 Assigned Interest:
	 	



	 1
	 Select as applicable 


  

 EXHIBIT E-1 









							
	 Facility Assigned
	 	 Aggregate
Amount of
 Commitment/
Loans
 for all
Lenders
	 	 Amount of
Commitment/
Loans
 Assigned
	 	 Percentage Assigned of
 Commitment/Loans2

	                    3	 	$                    	 	$                    	 	                    %
	___________	 	$                    	 	$                    	 	                    %
	___________	 	$                    	 	$                    	 	                    %

 Effective Date:
                    , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
  

					
	 7.
	 	 Notice and Wire Instructions:
	 	

  

							
	 [NAME OF ASSIGNOR]
	 	 [NAME OF ASSIGNEE]

				
	 Notices:
	 		 	 Notices:
	 	
				
		 	 ___________________
	 		 	 ___________________

		 	 ___________________
	 		 	 ___________________

		 	 ___________________
	 		 	 ___________________

		 	 Attention:
	 		 	 Attention:

		 	 Telecopier:
	 		 	 Telecopier:

		
	 with a copy to:
	 	 with a copy to:

		 	 ___________________
	 		 	 ___________________

		 	 ___________________
	 		 	 ___________________

		 	 ___________________
	 		 	 ___________________

		 	 Attention:
	 		 	 Attention:

		 	 Telecopier:
	 		 	 Telecopier:

		
	 Wire Instructions:
	 	 Wire Instructions:


  


	 2
	 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 



	 3
	 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving
Loan Commitment”, “Initial Term Loan Commitment”, “Delayed Draw Term Loan Commitment”, etc.) 


  

 EXHIBIT E-2 








 The terms set forth in this Assignment are hereby agreed to: 
  

			
	 ASSIGNOR

	 [NAME OF ASSIGNOR]

		
	 By:
	 	  

	 Title:
	 	
	
	 ASSIGNEE

	 [NAME OF ASSIGNEE]

		
	 By:
	 	  

	 Title:
	 	


 [Consented to and]4 Accepted: 
  

			
	 GOLDMAN SACHS CREDIT PARTNERS L.P., as
 Administrative Agent

		
	 By:
	 	  

	 Title:
	 	
	
	 [Consented to:]5

	
	 X-RITE, INCORPORATED


		
	 By:
	 	  

	 Title:
	 	



	 4
	 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 



	 5
	 To be added only if the consent of the Company is required by the terms of the Credit Agreement. 


  

 EXHIBIT E-3 








 ANNEX 1 
 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT 
 AND ASSUMPTION AGREEMENT 
  

	 1.
	 Representations and Warranties. 


  

	 	 1.1
	 Assignor.    The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate
the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Credit Documents”), or any collateral
thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries
or Affiliates or any other Person of any of their respective obligations under any Credit Document. 


  

	 	 1.2
	 Assignee.    The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement,
(iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and
decision, and (v) if it is a Non-US Lender, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that
(i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in
taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.



  

	 2.
	 Payments.    All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:



  

	 	 2.1
	 With respect to Assigned Interests for Term Loans, unless notice to the contrary is delivered to the Lender from the Administrative Agent, payment to the
Assignor by the Assignee in respect of the Assigned Interest shall include such compensation to the Assignor as may be agreed upon by the Assignor and the Assignee with respect to all unpaid interest which has accrued on the Assigned Interest to but
excluding the Effective Date. On and after the applicable Effective Date, the Assignee shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such interest accrued before or after the Effective Date.



  

 EXHIBIT E-4 









	 	 2.2
	 With respect to Assigned Interests for Revolving Loans, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective
Date. 


  

	 3.
	 General Provisions.    This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as
delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof.



 [Remainder of page intentionally left blank] 
  

 EXHIBIT E-5 








 EXHIBIT F TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 CERTIFICATE RE NON-BANK STATUS

 Reference is made to the Amended and Restated Second Lien Credit and Guaranty Agreement, dated as of
[                    ], 2006 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among X-RITE, INCORPORATED (the “Company”), certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time,
GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Lead Arranger and Syndication Agent, GSCP, as Administrative Agent, and other parties thereto. 
 Pursuant to Section 2.20(c) of the Credit Agreement, the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Internal
Revenue Code of 1986, as amended. 
  

			
	 [NAME OF LENDER]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

 EXHIBIT F-1 








 EXHIBIT G TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 [RESERVED] 
  

 EXHIBIT G-1 








 EXHIBIT H TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 COUNTERPART AGREEMENT 
 This COUNTERPART AGREEMENT, dated             ,
20     (this “Counterpart Agreement”) is delivered pursuant to that certain Amended and Restated Second Lien Credit and Guaranty Agreement, dated as of
[                    ], 2006 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms
defined therein and not otherwise defined herein being used herein as therein defined), by and among X-RITE, INCORPORATED (the “Company”), certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to
time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Lead Arranger and Syndication Agent, GSCP, as Administrative Agent and Collateral Agent, and other parties thereto. 
 Section 1.    Pursuant to and subject to the limitations set forth in Section 5.10 of the Credit
Agreement, the undersigned hereby: 
 (a)    agrees that this Counterpart Agreement may
be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; 
 (b)    represents and warrants that each of the representations and warranties set forth in the
Credit Agreement and each other Credit Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to
any earlier date, in which case such representation and warranty is true and correct as of such earlier date; 
 (c)    no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default; 
 (d)    agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all
Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7 of the Credit Agreement; and 
 (e)    the undersigned hereby (i) agrees that this counterpart may be attached to the Pledge and Security Agreement, (ii) agrees that the undersigned will comply
with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to Secured Party (as such term is defined in the Pledge and Security Agreement) a security interest in all of the
undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Pledge and Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has
or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the Pledge and Security Agreement. All such Collateral shall be deemed to be part of the
“Collateral” and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement. 
 Section 2.    The undersigned agrees from time to time, upon request of Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as
Administrative Agent 

  

 EXHIBIT H-1 








 
may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Agreement. Neither this Agreement nor any term hereof
may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Agreement) against whom enforcement of such
change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given in pursuant to Section 10.1 of the Credit Agreement, and all for purposes thereof, the notice address
of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 
 THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

 [Remainder of page intentionally left blank] 
  

 EXHIBIT H-2 








 IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be
duly executed and delivered by its duly authorized officer as of the date above first written. 
  

			
	 [NAME OF DOMESTIC SUBSIDIARY]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

			
	 Address for Notices:

		
		 	 _________________________

		 	 _________________________

		 	 _________________________

		 	 Attention:

		 	 Telecopier

	
	 with a copy to:

		
		 	 _________________________

		 	 _________________________

		 	 _________________________

		 	 Attention:

		 	 Telecopier


  

			
	
	 ACKNOWLEDGED AND ACCEPTED,
 as of the date above first written:

	
	 GOLDMAN SACHS CREDIT PARTNERS L.P.
 as Administrative Agent

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	 GOLDMAN SACHS CREDIT PARTNERS L.P.
 as Collateral Agent

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	

  

 EXHIBIT H-3 








 EXHIBIT I TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 PLEDGE AND SECURITY AGREEMENT 
 [See Attached Document] 
  

 EXHIBIT I-1 








 EXHIBIT J TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 MORTGAGE AND SECURITY AGREEMENT 

[See Attached Document] 
  

 EXHIBIT J-1 








 EXHIBIT K TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 LANDLORD WAIVER AND CONSENT AGREEMENT

 [See Attached Document] 
  

 EXHIBIT K-1 








 EXHIBIT L TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 INTERCREDITOR AGREEMENT 
 [See Attached Document] 
  

 EXHIBIT L-1 








 EXHIBIT M TO 
 AMENDED AND RESTATED SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 COLLATERAL AGENT ACCESS AGREEMENT

 [See Attached Document] 
  

 EXHIBIT M-1 









 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 1.1. 
 Tender Offer Conditions Precedent 








 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 4.1 
 Jurisdictions of Organization and Qualification 
  

			
	 Company/Subsidiary
	  	 Domestic State

		
	X-Rite, Incorporated	  	MI
		
	Holovision Acquisition Company	  	MI
		
	Labsphere, Inc.	  	NH
		
	OTP, Incorporated	  	MI
		
	Monaco Acquisition Company	  	MI
		
	X-Rite Global, Incorporated	  	MI
		
	X-Rite Holdings, Inc.	  	MI
		
	X-Rite MA, Incorporated	  	MI
		
	X-Rite International, Inc.	  	Barbados
		
	Labsphere Ltd.	  	UK
		
	X-Rite Limited	  	UK
		
	X-Rite Europe B.V.	  	Netherlands
		
	X-Rite GmbH	  	Germany
		
	X-Rite Mediterranee SARL	  	France
		
	X-Rite K.K.	  	Japan
		
	X-Rite Asia Pacific Limited	  	Hong Kong
		
	 Company/Subsidiary
	  	 State of Qualification

		
	Monaco Acquisition Company	  	MA









 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 4.2 
 Capital Stock and Ownership 
 Company/Subsidiary: X-Rite, Incorporated 
  

							
	 Current Legal
 Entities Owned
	  	 Record Owner
	  	 Certificate No.
	  	No. Shares/Interest
	 Holovision Acquisition Company
	  	X-Rite, Incorporated	  	1	  	9,000
	 Labsphere, Inc.
	  	X-Rite, Incorporated	  	13	  	1,225,000
	 Monaco Acquisition Company
	  	X-Rite, Incorporated	  	2	  	1,000
	 OTP, Incorporated
	  	X-Rite, Incorporated	  	1	  	1,000
	 X-Rite Global, Incorporated.
	  	X-Rite, Incorporated	  	1	  	1,000
	 X-Rite Holdings, Inc.
	  	X-Rite, Incorporated	  	1	  	1,000
	 X-Rite MA, Incorporated
	  	X-Rite, Incorporated	  	1	  	1,000
	 X-Rite, International, Inc.
	  	X-Rite, Incorporated	  	1	  	1,000

 Company/Subsidiary: Labsphere, Inc. 
  

					
	 Current Legal
 Entities Owned
	 	Record Owner	 	No.
Shares/Interest
	Labsphere Ltd.	 	Labsphere, Inc.	 	100%









 Schedules to First and Second Lien Credit Agreements 
  

 Company/Subsidiary: Labsphere Ltd. 
  

					
	 Current Legal
 Entities Owned
	 	Record Owner	 	No.
Shares/Interest
	X-Rite Limited	 	Labsphere Ltd.	 	100%

 Company/Subsidiary: X-Rite Asia Pacific Limited 
  

					
	 Current Legal
 Entities Owned
	 	Record Owner	 	No.
Shares/Interest
	X-Rite
(Shanghai)
International
Trading Co.,
Ltd.	 	X-Rite Asia
Pacific Limited	 	100%
	X-Rite Asia
Pacific Pte. Ltd.	 	X-Rite Asia
Pacific Limited	 	100%

 Company/Subsidiary: X-Rite GmbH 
  

					
	 Current Legal
 Entities Owned
	 	Record Owner	 	No.
Shares/
Interest
	X-Rite spol.
s.r.o.	 	X-Rite GmbH	 	100%

 Company/Subsidiary: X-Rite Holdings, Inc. 
  

					
	 Current Legal
 Entities Owned
	 	Record Owner	 	No.
Shares/Interest
	X-Rite Asia
Pacific Limited	 	X-Rite Holdings, Inc.	 	50%
	X-Rite K.K.	 	X-Rite Holdings, Inc.	 	99









 Schedules to First and Second Lien Credit Agreements 
  


					
	 Current Legal
 Entities Owned
	 	Record Owner	 	No.
Shares/Interest
	X-Rite
Mediterranee
SARL	 	X-Rite Holdings,
Inc.	 	0.14%
	X-Rite GmbH	 	X-Rite Holdings,
Inc.	 	50%

 Company/Subsidiary: X-Rite Global, Incorporated 
  

					
	 Current Legal
 Entities Owned
	 	Record Owner	 	No.
Shares/Interest
	X-Rite Asia
Pacific Limited	 	X-Rite Global,
Incorporated	 	50%
	X-Rite Europe
B.V.	 	X-Rite Global,
Incorporated	 	100%
	X-Rite K.K.	 	X-Rite Global
Incorporated	 	100
	X-Rite
Mediterranee
SARL	 	X-Rite Global,
Incorporated	 	99.86%
	X-Rite GmbH	 	X-Rite Global,
Incorporated	 	50%

 Company/Subsidiary: X-Rite Mediterranee SARL 
  

					
	 Current Legal
 Entities Owned
	 	Record Owner	 	No.
Shares/Interest
	X-Rite Italy,
SRL	 	X-Rite
Mediterranee
SARL	 	100%
	X-Rite Ibérica	 	X-Rite
Mediterranee
SARL	 	100%









 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 4.5 
 Governmental Consents 
 None. 








 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 4.13 
 Real Estate Assets 
 X-Rite, Incorporated and Domestic Subsidiaries 
  

					
	 Entity of Record
	  	 Location Address
	  	 Owned or
Leased

			
	X-Rite, Incorporated	  	3100 44th Street, S.W., Grandville, MI
49418	  	Owned
			
	X-Rite, Incorporated	  	3050 44th Street S.W., Grandville, MI 49418	  	Owned
			
	Labsphere, Inc.	  	231 Shaker Street, North Sutton, NH 03260	  	Owned
			
	X-Rite, Incorporated	  	4300 44th Street, S.E., Kentwood, MI 49512	  	Owned
			
	Monaco Acquisition Company	  	200 Ames Pond Drive, Suite 106, Tewksbury, MA 01876	  	Leased









 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 4.16 
 Material Contracts 
  

	 1.
	 Second Amendment to Employment Agreement, dated as of January 30, 2006, between X-Rite, Incorporated and Michael C. Ferrara. 



 

	 2.
	 Employment Agreement, dated as of January 30, 2006, between X-Rite, Incorporated and Mary E. Chowning. 


  

	 3.
	 Employment Agreement, dated as of January 30, 2006, between X-Rite, Incorporated and Thomas J. Vacchiano. 


  

	 4.
	 Employment Agreement, dated as of January 30, 2006, between X-Rite, Incorporated and Dr. Francis Lamy. 


  

	 5.
	 Promissory Note (“Fifth Third Term Note”) of the X-Rite, Incorporated in favor of Fifth Third Bank dated as of or around June 29, 2006,
together with that certain Mortgage dated as of or around even date therewith in favor of Fifth Third Bank, securing the obligations of X-Rite, Incorporated in respect of the Fifth Third Term Note. 










 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 4.21 
 Certain Fees 
 Commission payable to Headwaters MB, LLC by the Company under those letter agreements
dated as of August 4, 2004 and September 12, 2005 for merger and acquisition, and financial, advisory services and strategic advice. 
 Commissions payable to such other brokers and principal financial advisors of the Company and its Subsidiaries as set forth in the Settlement Flow of Funds attached as an exhibit to the Funding Notice to be delivered on or about
July 3, 2006, as reasonably approved by the Administrative Agent, in respect of Loans to be advanced on and as of the Closing Date. 








 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 4.27 
 Insignificant Domestic Subsidiaries 
  

	 1.
	 XR Ventures, LLC 


  

	 2.
	 Holovision Acquisition Company 


  

	 3.
	 X-Rite MA, Incorporated 










 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 5.19 
 Collateral Matters 
 Completion of such items by such times as set forth in the Post-Closing
Agreement dated as of June 30, 2006 (the “Post-Signing Agreement”), among the credit parties to such Post Signing Agreement, the Administrative Agent, the Collateral Agent and the other parties thereto. 








 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 5.19(c)(1) 
 Closing Date Mortgaged Properties 
  

			
	 Entity of Record
	  	 Location Address

		
	 X-Rite, Incorporated
	  	4300 44th Street, S.E., Kentwood, MI 49512
	 Labsphere, Inc.
	  	231 Shaker Street, North Sutton, NH 03260









 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 6.1 
 Certain Indebtedness 
  

									
	 Debtor
	  	 Debt Holder
	  	 Face Amount
	  	 Type of debt
	  	 Purpose

	X-Rite, Incorporated	  	ABN Amro (London)	  	150,000 GBP	  	Standby Letter of Credit	  	Required by UK Customs and Duties Service
	X-Rite, Incorporated	  	Fifth Third Bank	  	$13,500,000	  	Term note and mortgage	  	Proceeds used as payments in respect of this Credit Agreement









 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 6.2 
 Certain Liens 
  

									
	 Debtor
	  	 Debt Holder
	  	 Face Amount
	  	 Type of debt
	  	 Purpose

	X-Rite, Incorporated	  	Fifth Third Bank	  	$13,500,000	  	Term note and Mortgage1	  	Proceeds used as payments in respect of this Credit Agreement



	 1
	 Mortgage in favor of Fifth Third Bank to secure the obligations of X-Rite, Incorporated under that certain Promissory Note dated as of or around
June 29, 2006, and in respect of the real property owned by X-Rite, Incorporated and located at 3100 44th Street, S.W., Grandville, Michigan 49418. 










 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 6.6 
 Certain Restrictions on Subsidiary Distributions 
 None. 









 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 6.7 
 Certain Investments 
 None. 








 Schedules to First and Second Lien Credit Agreements 
  

 Schedule 6.12 
 Certain Affiliate Transactions 
 Intercompany Promissory Note (X-Rite to Amazys) dated as of
July 5, 2006 and made by X-Rite, Incorporated in favor of Amazys Holding AG, in the original aggregate principal amount of U.S.$25,000,000.