FORBEARANCE AGREEMENT AND CONSENT, WAIVER AND AMENDMENT NO. 1 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT

Exhibit 10.3

EXECUTION VERSION

FORBEARANCE AGREEMENT

AND

CONSENT, WAIVER AND AMENDMENT NO. 1

TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT

FORBEARANCE AGREEMENT AND CONSENT, WAIVER AND AMENDMENT NO. 1 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT , dated as of August 20, 2008 (this “ Agreement ”), among X-RITE, INCORPORATED , a Michigan corporation (the “ Company ”), OTP, INCORPORATED , a Michigan corporation (“ OTP ”), MONACO ACQUISITION COMPANY , a Michigan corporation (“ Monaco ”), X-RITE GLOBAL, INCORPORATED , a Michigan corporation (“ X-Rite Global ”), X-RITE HOLDINGS, INC. , a Michigan corporation (“ X-Rite Holdings ”), X-RITE MA, INCORPORATED , a Michigan corporation (“ X-Rite MA ”), HOLOVISION ACQUISITION COMPANY , a Michigan corporation (“ Holovision ”). XR VENTURES, LLC , a Michigan limited liability company (“ XR Ventures ”), GRETAGMACBETH, LLC , a Delaware limited liability company (“ GretagMacbeth ”), PANTONE, INC. , a Delaware corporation (“ Pantone ”), PANTONE ASIA, INC. , a Delaware corporation (“ Pantone Asia ”), PANTONE GERMANY, INC. , a Delaware corporation “ Pantone Germany ”), PANTONE INDIA, INC. , a Delaware corporation (“ Pantone India ”), PANTONE JAPAN, INC. , a Delaware corporation (“ Pantone Japan ”), PANTONE U.K., INC. , a Delaware corporation (“ Pantone UK ”), the other Persons party hereto that are designated as a “Credit Party” on the signature pages hereof (such Persons, together with the Company, OTP, Monaco, X-Rite Global, X-Rite Holdings, X-Rite MA, Holovision, XR Ventures, GretagMacbeth, Pantone, Pantone Asia, Pantone Germany, Pantone India, Pantone Japan and Pantone UK are referred to herein each individually as a “ Credit Party ” and collectively as the “ Credit Parties ”), FIFTH THIRD BANK , a Michigan banking corporation (in its individual capacity, “ Fifth Third ”), as administrative agent (in such capacity, the “ Administrative Agent ”) and collateral agent (in such capacity, the “ Collateral Agent ”) for certain financial institutions from time to time party thereto (each a “ Lender ” and collectively the “ Lenders ”), and the other LENDERS signatory hereto.

WITNESSETH:

WHEREAS, the Company, the other Credit Parties, the Administrative Agent, the Collateral Agent and the Lenders have entered into that certain First Lien Credit and Guaranty Agreement dated as of October 24, 2007 (as amended, amended and restated, extended, supplemented or otherwise modified and in effect from time to time, the “ Credit Agreement ”; capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Credit Agreement);

WHEREAS, pursuant to the Credit Agreement, (a) the Lenders have agreed to make, and have made, certain Loans and other extensions of credit to the Company, (b) the Company has secured all of the Obligations by granting to the Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of its assets, and (c) each Credit Party (other than the Company) has (i) guaranteed all existing and future Obligations of the Company and the other Credit Parties and (ii) secured all of the Obligations by granting to the Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of its assets;

WHEREAS, certain Defaults and Events of Default have occurred and are continuing as of the date hereof (or the Credit Parties have informed the Agents and the Lenders that certain other Defaults and Events of Default will occur and be continuing after the date hereof), in each case as set forth in Schedule 1 hereto (such Defaults and Events of Default are referred to herein each individually as a “ Designated Default ” and collectively as the “ Designated Defaults ”);

WHEREAS, each Credit Party acknowledges and agrees that, as a result of the existence of the Designated Defaults, (a) the Agents and the Lenders are entitled to accelerate the Obligations, to seek immediate repayment in full of the Obligations and to exercise any or all of their respective rights and remedies under the Credit Agreement, each of the other Credit Documents and applicable law; and (b) the Lenders have no obligation to make any further Loans or other extensions of credit to the Company under the Credit Agreement or otherwise;

WHEREAS, the Company has further informed the Agents and the Lenders that the Company intends to enter into (a) an Investment Agreement dated of even date herewith, a true, complete and correct copy of which is attached hereto as Exhibit A-1 (without giving effect to any amendments or supplements thereto, or restatements or modifications thereof, except for any of the foregoing previously consented to by the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned) and copies of which shall have been provided to the Administrative Agent, the “ OEP Investment Agreement ”), with OEPX, LLC, a Delaware limited liability company (“ OEP ”), pursuant to which the Company shall issue to OEP, and OEP shall purchase from the Company, 28,571,429 shares of common stock, $0.10 par value per share (the “ Common Stock ”) of the Company (the “ OEP Equity Issuance ”) for a Cash purchase price of at least $100,000,000 (the “ OEP Gross Proceeds ”), and (b) an Investment Agreement dated of even date herewith, a true, complete and correct copy of which is attached hereto as Exhibit A-2 (without giving effect to any amendments or supplements thereto, or restatements or modifications thereof, except for any of the foregoing previously consented to by the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned) and copies of which shall have been provided to the Administrative Agent, the “ Additional Investors Investment Agreement ”; the Additional Investors Investment Agreement and the OEP Investment Agreement are referred to herein each individually as an “ Investment Agreement ” and collectively as the “ Investment Agreements ”) with each of Sagard Capital Partners, L.P., Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P., and Tinicum Capital Partners II Executive Fund, L.L.C. (each an “ Additional Investor ” and collectively the “ Additional Investors ”; the Additional Investors and OEP are referred to herein each individually as an “ Equity Investor ” and collectively as the “ Equity Investors ”), pursuant to which the Company shall issue to the Additional Investors, and the Additional Investors shall purchase in the aggregate from the Company, 8,333,334 shares of Common Stock of the Company (the “ Additional Investors Equity Issuance ”; the Additional Investors Equity Issuance and the OEP Equity Issuance are referred to herein collectively as the “ Required Equity Issuance ”) for a Cash purchase price of at least $25,000,000 (the “ Additional Investors Gross Proceeds ; the Additional Investors Gross Proceeds and the OEP Gross Proceeds are referred to herein collectively as the “ Required Gross Proceeds ”);

WHEREAS, the Company has further informed the Agents and Lenders that the Company intends to issue 10,000,000 additional shares of Common Stock (the “ Incremental Equity Issuance ”; the Required Equity Issuance and the Incremental Equity Issuance are referred to herein collectively as the “ Equity Issuance ”) to certain of the Equity Investors for a Cash purchase price of not less than $30,000,000 (the “ Incremental Gross Proceeds ”);

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WHEREAS, the Company has further informed the Agents and Lenders that the Company desires to use: (a) a portion of the Required Gross Proceeds to (i) pay certain fees and expenses of the Company and each of the Equity Investors incurred in connection with the Required Equity Issuance, this Agreement and the respective transactions and other documentation related thereto (or reimburse the Company and each of the Equity Investors in respect of any such fees and expenses paid by such Persons prior to the First Amendment Effective Date (as such term is defined below), in each case set forth in Schedule 2 hereto (or in any revised such Schedule 2 prepared in good faith by Company and delivered by Company to the Administrative Agent at any time and from time to time after the date hereof) in an aggregate amount for all such fees and expenses not to exceed $25,000,000 (the “ Initial Equity Issuance Payment ”); provided that any determination of the Company’s compliance with such limitation on the amount of the Initial Equity Issuance Payment shall exclude (x) the First Lien Lender Fees (as such term is defined below) and Second Lien Lender Fees (as such term is defined in the Corresponding Second Lien Agreement referred to below), (y) the Goldman Hedge Payoff Amount (as such term is defined below), and (z) fees, costs and expenses of the Company (collectively, the “ Superior Proposal Expenses ”) arising as a result of the receipt by the Company of a Superior Proposal or Acquisition Proposal (as such terms are defined in the Investment Agreements); (ii) pay in full the outstanding principal balance due and owing to Goldman Sachs Capital Markets, L.P. and its Affiliates (collectively, “ Goldman ”) in connection with the Interest Rate Agreements set forth on Schedule 3 hereto (collectively, the “ Existing Hedge Agreements ”) in an aggregate amount not to exceed $12,165,000 plus the aggregate amount of interest accruing thereon pursuant to the Existing Hedge Agreements through the First Amendment Effective Date (the “ Goldman Hedge Payoff Amount ”), (iii) prepay the Existing Headquarters Loan by an amount equal to $3,500,000 (the “ Existing Headquarters Loan Repayment Amount ”) and (iv) pay the First Lien Lender Fees and Second Lien Lender Fees (the Existing Headquarters Loan Repayment Amount, the Goldman Hedge Payoff Amount, the First Lien Lender Fees, the Second Lien Lender Fees and the portion of the Required Gross Proceeds used to consummate the Initial Equity Issuance Payment, collectively, the “ Restructuring Transaction Costs ”); (b) ninety percent (90%) of the Required Gross Proceeds, net of the Restructuring Transaction Costs (such net Required Gross Proceeds, are referred to herein as the “ Net Cash Proceeds from Required Equity Issuance ”) to make a mandatory prepayment of the Term Loan (the “ Required Equity Issuance Mandatory Prepayment ”) in accordance with the terms of the Credit Agreement; and (c) ten percent (10%) of the Net Cash Proceeds from Required Equity Issuance to voluntarily prepay the Second Lien Term Loan and any prepayment premium on the amount prepaid payable pursuant to Section 2.13(b) of the Second Lien Credit Agreement (the “ Initial Second Lien Prepayment ”);

WHEREAS, the Company has further informed the Agents and Lenders that the Company desires to use the Incremental Gross Proceeds to: (a) pay all fees, costs and expenses incurred by the Company and the Equity Investors in connection with the Incremental Equity Issuance and the respective transactions and documents related thereto (the “ Incremental Equity Issuance Payment ”; the Initial Equity Issuance Payment and the Incremental Equity Issuance Payment are referred to herein collectively as the “ Equity Issuance Payment ”), in each case set forth in Schedule 4 hereto (or in any revised such Schedule 4 prepared in good faith by Company and delivered by Company to the Administrative Agent at any time and from time to time after

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the date hereof); and (b) voluntarily prepay the Second Lien Term Loan and any prepayment premium on the amount prepaid payable pursuant to Section 2.13(b) of the Second Lien Credit Agreement with any portion thereof remaining after payment of the Incremental Equity Issuance Payment, in an amount not exceeding $30,000,000 (the “ Incremental Second Lien Prepayment ”; the Initial Second Lien Prepayment and the Incremental Second Lien Prepayment are referred to herein collectively as the “ Second Lien Prepayment ”);

WHEREAS, the Company has further informed the Agents and Lenders that the Company desires to enter into an amendment and modification to the Existing Headquarters Mortgage, a true, complete and correct copy of which is attached hereto as Exhibit B (the “ Existing Headquarters Mortgage Modification ”), pursuant to which the Company shall amend certain terms and provisions of the Existing Headquarters Loan, which such amendment and modification shall become effective on or prior to August 30, 2008 (the “ Existing Headquarters Mortgage Modification Effective Date ”);

WHEREAS, the Company has informed the Agents and Lenders that the Company desires to sell (the “ Life Insurance Policy Sale ”) those certain Key-Person Life Insurance Policies set forth in Schedule 5 hereto;

WHEREAS, the Company has requested that (a) the Lenders continue to make Loans and other extensions of credit under the Credit Agreement, and (b) the Agents and Lenders forbear in accordance with the terms and subject to the conditions hereof from accelerating the Obligations and taking action to collect payment of the Obligations;

WHEREAS, the Company and the other Credit Parties have further requested that the Administrative Agent and the Requisite Lenders, in each case effective as of the Forbearance Effective Date (as such term is defined in Section 5 hereof), consent to (a) the Life Insurance Policy Sale (and (x) subject to the terms and conditions set forth Section 2(c), waive any mandatory prepayment required pursuant to Section 2.14 of each of the Credit Agreement and the Second Lien Credit Agreement as a result thereof and (y) subject to the terms and provisions contained herein, permit the Company to retain $7,500,000 of the Net Asset Sale Proceeds thereof), (b) the execution and delivery by the Company of the Existing Headquarters Mortgage Modification, (c) the Equity Issuance (and waive any mandatory prepayment that would be required pursuant to Section 2.14 of each of the Credit Agreement and the Second Lien Credit Agreement as a result thereof), and (d) payment by the Company of the Equity Issuance Payment, Required Equity Issuance Mandatory Payment, the Goldman Hedge Payoff Amount, the Existing Headquarters Loan Repayment Amount and the Second Lien Prepayment, respectively;

WHEREAS, the Company and the other Credit Parties have further requested that the Administrative Agent and the Requisite Lenders, in each case effective as of the First Amendment Effective Date, (a) waive the Designated Defaults, and (b) amend the Credit Agreement in certain respects, in each case in accordance with the terms and subject to the conditions set forth herein; and

WHEREAS, the Agents and Lenders agree to accommodate such requests of the Company and the other Credit Parties, in each case on the terms and subject to the conditions herein set forth;

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NOW, THEREFORE, in consideration of the foregoing, the covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Forbearance; Forbearance Period .

(a) Each of the Administrative Agent, the Collateral Agent and each of the Lenders signatories hereto agrees that, upon the terms and subject to the conditions set forth herein (and notwithstanding the existence of the Designated Defaults), during the period (the “ Forbearance Period ”) commencing on the Forbearance Effective Date (as such term is defined below) and ending on the date (the “ Forbearance Termination Date ”) that is the earlier to occur of (i) January 1, 2009, and (ii) the date of the occurrence of a Forbearance Termination Event (as such term is defined below), such Person shall not exercise or enforce any of its rights and remedies against any Credit Party that such Person would otherwise be entitled to exercise under the Credit Agreement or any of the other Credit Documents or applicable law, including, without limitation, the UCC, by reason (and only by reason) of the existence of the Designated Defaults (the “ Forbearance ”). The occurrence of any of the following events or circumstances shall constitute a termination event with respect to the Forbearance (each a “ Forbearance Termination Event ”):

(i) the OEP Investment Agreement (A) is terminated by any party thereto pursuant to Article V thereof; (B) automatically terminates because the Company and/or any Subsidiary of the Company shall have commenced any case, proceeding or other action (x) under any existing or future law of any jurisdiction, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution or composition, or (y) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; or (C) terminates because there shall be commenced against the Company and/or any Subsidiary of the Company, any case, proceeding or other action of a nature referred to in clause (B) above that results in the entry of an order for relief or any such adjudication or appointment; or

(ii) the later to occur of (A) the occurrence of an event or events, since December 30, 2007, that would have a Material Adverse Effect (as such term is defined in the OEP Investment Agreement) except as was Previously Disclosed (as such term is defined in the OEP Investment Agreement), and (B) the receipt by the Company and OEP of (x) a written notice from the Administrative Agent, acting at the direction of the Requisite Lenders, or (y) a written notice from the Second Lien Administrative Agent, acting at the direction of the Requisite Lenders (as such term is defined in the Second Lien Credit Agreement), in each case stating that an event has occurred, or events have occurred, since December 30, 2007, that would have a Material Adverse Effect (as such term is defined in the OEP Investment Agreement), except as was Previously Disclosed (as such term is defined in the OEP Investment Agreement). No Lender shall have a right to terminate this Agreement as a result of a “Forbearance Termination Event” under this clause (ii) until the fifth Business Day following the receipt by the Company and OEP of (x) a written notice from the Administrative Agent, acting at the direction of the Requisite Lenders, or (y) a written notice from the Second Lien Administrative Agent, acting at the direction of the Requisite Lenders (as such term is defined in the Second

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Lien Credit Agreement), in each case stating that an event has occurred, or events have occurred, since December 30, 2007, that would have a Material Adverse Effect (as such term is defined in the OEP Investment Agreement), except as was Previously Disclosed (as such term is defined in the OEP Investment Agreement, and setting forth in good faith and in reasonable detail a description of the applicable event or events.

(b) The Forbearance is temporary and limited in nature and nothing contained herein is intended, or shall be deemed or construed: (i) to preclude or prevent any Agent or Lender from exercising any rights or remedies against any Credit Party under the Credit Agreement, any of the other Credit Documents or applicable law, including, without limitation the UCC, arising on account of (A) any Default or Event of Default other than a Designated Default, or (B) any Designated Default from and after the Forbearance Termination Date; (ii) except as otherwise expressly set forth herein, to effect any amendment or other modification of the Credit Agreement or any of the other Credit Documents, all of which shall remain in full force and effect in accordance with their respective terms; (iii) except as otherwise expressly set forth herein, to constitute a waiver of any of the Designated Defaults or any future Defaults or Events of Default or any term or provision of the Credit Agreement or any of the other Credit Documents or applicable law; or (iv) to establish a custom or course of dealing between the Agents and the Lenders, on the one hand, and the Credit Parties, on the other hand. Furthermore, nothing contained herein is intended, or should be deemed or construed, to require any Agent or Lender to extend the Forbearance Termination Date for any reason whatsoever.

(c) Notwithstanding anything contained herein to the contrary, on the Forbearance Termination Date, without the requirement of any notice to any Credit Party or any other Person: (i) the Forbearance and all agreements set forth in Section 1(a) of this Agreement shall terminate automatically and be of no further force or effect, and (ii) subject to the terms of the Credit Documents and applicable law, including, without limitation, the UCC, each Agent and Lender shall be free in its sole and absolute discretion without limitation to proceed to enforce any or all of such Person’s rights and remedies set forth in this Agreement, the Credit Agreement, the other Credit Documents and applicable law, including, without limitation, the right to sue, ask for or demand from the Credit Parties payment in full of all Obligations to the extent then permitted pursuant to the Credit Agreement, in whole or in part, and to otherwise enforce any or all of its rights and remedies (including rights of acceleration and foreclosure) under the Credit Documents against any Credit Party or any other Person. In furtherance of the foregoing, and notwithstanding the occurrence of the Forbearance Effective Date, each Credit Party acknowledges and confirms that, subject to the Forbearance, all rights and remedies of the Agents and Lenders under the Credit Documents and applicable law with respect to such Credit Party shall continue to be available to the Agents and Lenders from and after the Forbearance Effective Date.

(d) The Administrative Agent and the Lenders signatories hereto hereby agree that, during the Forbearance Period:

(i) in addition to the Revolving Loans and Letters of Credit outstanding under the Credit Agreement as of the Forbearance Effective Date, but in any event subject to the satisfaction of the conditions precedent set forth in Section 3.2(a) of the Credit Agreement (other than the conditions precedent set forth in Section 3.2(a)(iii) and Section 3.2(a)(iv) thereof), each Lender with a Revolving Commitment shall continue to make Revolving Loans, and to issue or cause to be issued, and participate in, Letters of Credit,

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in each case to or for the account of Company; provided that the aggregate outstanding principal balance of such additional Revolving Loans plus the aggregate undrawn face amount of all such additional Letters of Credit shall not exceed $10,000,000 (the “ Maximum Forbearance Amount ”) at any time during the Forbearance Period; and, provided further that (i) only up to $2,000,000 of the Maximum Forbearance Amount shall be available at all times during the Forbearance Period, (ii) only up to $3,000,000 of the Maximum Forbearance Amount shall be available at all times during the Forbearance Period for the payment of fees and expenses incurred in connection with this Agreement, the Corresponding Second Lien Agreement, the Equity Issuance and the other transactions contemplated by this Agreement, the respective Investment Agreements and any related documentation, and (iii) the remaining $5,000,000 of the Maximum Forbearance Amount shall be available only to the extent that an equal amount of Cash is held by Foreign Subsidiaries. Notwithstanding anything contained herein or in the Credit Agreement to the contrary, during the Forbearance Period (x) no Revolving Loans shall be advanced as Eurodollar Rate Loans, and (y) no Loans may be converted into or continued as Eurodollar Rate Loans; and

(ii) the Company shall not be required to comply with the financial covenants set forth in Section 6.8 of the Credit Agreement with respect to any Fiscal Quarter occurring prior to the Fiscal Quarter ending closest to December 31, 2008.

(e) Each of the Credit Parties hereby agrees that, during the Forbearance Period:

(i) subject to the Forbearance, the waiver of Designated Defaults set forth in Section 3 hereof and the other terms and provisions of this Agreement, all of the Credit Documents shall remain in full force and effect and the Credit Parties shall continue to comply with all covenants and other obligations under the Credit Documents including, but not limited to, the obligation to make any and all scheduled payments of principal or interest on the Loans or pursuant to the Notes and other payments required under the Credit Documents in each case when due and payable;

(ii) the Company shall deliver to Administrative Agent and each of the Lenders within 30 days after the end of each monthly fiscal period of the Company ending after the Forbearance Effective Date, (A) the consolidated balance sheets of Company and its Subsidiaries as at the end of such monthly fiscal period and the related consolidated statements of income and cash flows of Company and its Subsidiaries for such monthly fiscal period and (B) a rolling thirteen (13) week cash flow forecast and cash balance report on a consolidated basis for the Company and its Subsidiaries, in each case in the form customarily prepared by the Company; and

(iii) on a date certain to be agreed upon by the Company and the Administrative Agent after the delivery by the Company of the financial statements referred to the foregoing clause (ii)  with respect to any monthly fiscal period, the Company shall conduct a single conference call with the Administrative Agent and any Lender that desires to participate therein regarding the financial results and the financial condition of the Company and its Subsidiaries, on which conference call shall be present the chief financial officer or such other authorized representative of the Credit Parties as may be reasonably requested by the Administrative Agent, each of such conference calls to be held at a time convenient to the Administrative Agent, the Requisite Lenders and the Company.

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Section 2. Consents .

(a) Effective as of the Forbearance Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement or any other Credit Document, the Administrative Agent, the Collateral Agent and the Lenders signatories hereto hereby consent to (i) the Required Equity Issuance (and hereby acknowledge and agree that the Required Equity Issuance shall not constitute a Change of Control and will not result in an Event of Default under Section 8.1(k) of the Credit Agreement), (ii) the Initial Equity Issuance Payment, and (iii) the payment of the Goldman Hedge Payoff Amount, the Existing Headquarters Loan Repayment Amount and the Initial Second Lien Prepayment (and hereby waive the requirements of Section 2.14 of the Credit Agreement, solely with respect to the Net Cash Proceeds from Required Equity Issuance, to the extent such proceeds substantially contemporaneously with receipt thereof by or for the account of the Company are used to pay the Goldman Hedge Payoff Amount, the Required Equity Issuance Mandatory Prepayment, the First Lien Lender Fees, the Second Lien Lender Fees, the Existing Headquarters Loan Repayment Amount and the Initial Second Lien Prepayment); provided that the effectiveness of each of the forgoing consents and waivers is subject to the following conditions:

(i) the Required Equity Issuance (x) is consummated no later than January 1, 2009, (y) results in the concurrent receipt by the Company in immediately available Dollars of Required Gross Proceeds in an aggregate amount not less than $125,000,000 and (z) is consummated in accordance with the terms and conditions set forth in the respective Investment Agreements and applicable law;

(ii) the Required Gross Proceeds are used by the Company solely to pay the Restructuring Transaction Costs and, substantially contemporaneously with receipt thereof by or for the account of the Company, to make the Required Equity Issuance Mandatory Prepayment and the Initial Second Lien Prepayment;

(iii) on or prior to the First Amendment Effective Date, the Company shall have delivered to the Administrative Agent a funds flow describing the sources and uses of the Required Gross Proceeds and the Net Cash Proceeds from Required Equity Issuance, in form and substance reasonably acceptable to the Administrative Agent;

(iv) with respect to the Goldman Hedge Payoff Amount, on or prior to the First Amendment Effective Date, the Company shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that such amount has been applied to payment of the Company’s obligations in respect of the Existing Hedge Agreements and the Company shall deliver a payoff letter evidencing the payment in full of all amounts due and owing under the Existing Hedge Agreements and the release of all claims against the Company and each other Credit Party by Goldman, in form and substance reasonable satisfactory to Administrative Agent; and

(v) the Existing Headquarters Loan shall have been repaid in an amount equal to $3,500,000.

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(b) Effective as of the Forbearance Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement or any other Credit Document, the Administrative Agent, the Collateral Agent and the Lenders signatories hereto hereby consent to (i) the Incremental Equity Issuance, (ii) the Incremental Equity Issuance Payment and (iii) the Incremental Second Lien Prepayment (and hereby waive the requirements of Section 2.14 of the Credit Agreement solely with respect to the Net Cash Proceeds from the Incremental Equity Issuance to the extent that the Incremental Gross Proceeds substantially contemporaneously with receipt thereof are used to consummate the Incremental Equity Issuance Payment and the Incremental Second Lien Prepayment); provided that the effectiveness of each of the forgoing consents and waivers is subject to the following conditions:

(i) the Incremental Equity Issuance (x) is consummated no later than January 1, 2009 and is consummated substantially contemporaneously with the Required Equity Issuance and (y) is consummated on terms and conditions substantially the same as those set forth in the respective Investment Agreements;

(ii) the Incremental Gross Proceeds are used by the Company, substantially contemporaneously with receipt thereof by or for the account of the Company, solely to make the Incremental Equity Issuance Payment and the Incremental Second Lien Prepayment;

(iii) on or prior to the First Amendment Effective Date, the Company shall have delivered to the Administrative Agent a funds flow describing the sources and uses of the Incremental Gross Proceeds and the Net Cash Proceeds from the Incremental Equity Issuance, in form and substance reasonably acceptable to the Administrative Agent; and

(iv) any Incremental Gross Proceeds in excess of $30,000,000 shall be applied substantially contemporaneously with receipt thereof by or for the account of the Company as a mandatory prepayment of the Loans in accordance with Section 2.14 of the Credit Agreement.

(c) Effective as of the Forbearance Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement or any other Credit Document, the Administrative Agent, the Collateral Agent and the Lenders signatories hereto hereby consent to the Life Insurance Policy Sale so long as the Net Asset Sale Proceeds of the Life Insurance Policy Sale are promptly delivered to the Administrative Agent to be applied as a mandatory prepayment of the Loans as required pursuant to Section 2.14 of the Credit Agreement; provided that, notwithstanding the foregoing, (i) the aggregate gross proceeds of the Life Insurance Policy Sale shall be in an amount no less than the cash surrender value of the Key-Person Life Insurance Policies set forth in Schedule 5 hereto on the date on which the Company enters into a binding agreement providing for the Life Insurance Policy Sale, and (ii) the Company shall be permitted to retain $7,500,000 of such Net Asset Sale Proceeds (the “ Retained Insurance Proceeds ”); provided, further, that until the First Amendment Effective Date, all Retained Insurance Proceeds shall be held by the Company in a segregated deposit account maintained with the Collateral Agent or with a bank that has entered into an account control agreement with the Collateral Agent, the Second Lien Collateral Agent and the Company in form and substance reasonably satisfactory to the Collateral Agent (the “ Insurance Proceeds Control Agreement ”); provided that on the First Amendment Effective Date, the Insurance Proceeds Control Agreement shall be terminated and the Retained Insurance Proceeds shall be released to the Company for use by the Company for general corporate purposes.

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(d) Effective as of the Forbearance Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement or any other Credit Document, the Administrative Agent, the Collateral Agent and the Lenders signatories hereto hereby consent to the Existing Headquarters Mortgage Modification and the transactions contemplated thereby.

(e) Effective as of the Forbearance Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement or any other Credit Document, the Administrative Agent, the Collateral Agent and the Lenders signatories hereto hereby consent to the Corresponding Second Lien Agreement; provided that the effectiveness of such consent is subject to the following: (A) the execution and delivery to the Administrative Agent by the Second Lien Collateral Agent on or prior to the First Amendment Effective Date of the Intercreditor Reaffirmation (as such term is defined below) pursuant to which the Second Lien Lenders shall have agreed that the increase in the Applicable Margin provided for herein shall not apply against the basket of permitted increases therein set forth in the Intercreditor Agreement and (B) the Second Lien Lender Parties shall have consented to the transactions contemplated by this Agreement.

Section 3. Waiver of Designated Defaults . Effective as of, and subject to the occurrence of, the First Amendment Effective Date, and in reliance on the representations and warranties of the Company set forth in this Agreement and in the Credit Agreement, as amended hereby, the Administrative Agent, the Collateral Agent and the Lenders signatories hereto hereby waive each of the Designated Defaults. The foregoing waiver is not intended and shall not be deemed or construed to constitute a waiver of any other Default or Event of Default existing under the Credit Agreement or that hereafter may occur under the Credit Agreement, as amended, or to establish a custom or course of dealing among the Company, any other Credit Party, any Agent, the Lenders or any of them. Except as specifically set forth herein, the Agents and the Lenders hereby expressly reserve all of their rights and remedies under the Credit Agreement, as amended, the other Credit Documents and applicable law.

Section 4. Amendments to Credit Agreement . Effective as of, and subject to the occurrence of, the First Amendment Effective Date, and in reliance on the representations and warranties of the Company set forth in this Agreement and in the Credit Agreement, as amended hereby, the Credit Agreement is hereby amended as follows:

(a) Section 1.1 of the Credit Agreement is hereby amended by adding thereto the following defined terms and their respective definitions in the correct alphabetical order:

“Control Investment Affiliate” means, as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

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“Corresponding Second Lien Agreement” shall have the meaning ascribed to such term in the First Amendment Agreement.

“Equity Issuance” shall have the meaning ascribed to such term in the First Amendment Agreement.

“ Existing Headquarters Mortgage Modification” shall have the meaning ascribed to such term in the First Amendment Agreement.

“ Existing Headquarters Mortgage Modification Effective Date” shall have the meaning ascribed to such term in the First Amendment Agreement.

“First Amendment Agreement” means that certain Forbearance Agreement and Consent, Waiver and Amendment No. 1 to First Lien Credit and Guaranty Agreement dated as of August 20, 2008 and effective as of the Forbearance Effective Date by and among the Company, the Guarantors, certain other Credit Parties, the Administrative Agent, the Collateral Agent and the Requisite Lenders.

“First Amendment Effective Date” shall have the meaning ascribed to such term in the First Amendment Agreement.

“Forbearance Effective Date” shall have the meaning ascribed to such term in the First Amendment Agreement.

“Intercreditor Reaffirmation” shall have the meaning ascribed to such term in the First Amendment Agreement.

“OEP” means OEPX, LLC, a Delaware limited liability company.

“Permitted Holders” means, collectively , OEP, Sagard Capital Partners, L.P., Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P. Tinicum Capital Partners II Executive Fund, L.L.C. and their respective Control Investment Affiliates.

“Restructuring Transaction Costs” shall have the meaning ascribed to such term in the First Amendment Agreement.

“Second Lien Amendment Agreement” shall have the meaning ascribed to such term in the First Amendment Agreement.

(b) Section 1.1 of the Credit Agreement is hereby further amended by substituting the definitions of the terms set forth below in lieu of the current versions of such definitions contained in Section 1.1 of the Credit Agreement:

“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate of interest equal to the greater of (x) three percent (3.00%) and (y) 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

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to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being LIBOR01 Page) 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 the Administrative Agent 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.

“Applicable Margin” means

(a) for the period commencing on the First Amendment Effective Date through the date that is five (5) days after the date on which financial statements for the Fiscal Quarter ending closest to March 31, 2009 are delivered, (x) with respect to each Loan that is a Base Rate Loan, four percent (4.00%) per annum and (y) with respect to each Loan that is a Eurodollar Loan, five percent (5.00%) per annum; and

(b) thereafter, the Applicable Margin shall equal the applicable percentage per annum Eurodollar margin or Base Rate margin, as the case may be, in effect from time to time determined as set forth below based upon the Leverage Ratio set forth in the most recent Compliance Certificate delivered by the Company to the Administrative Agent in accordance with Section 5.1(d) pursuant to the appropriate column under the table below:

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Revolving Loans, Swing Line Loans and Term Loans

The Applicable Margin shall be adjusted from time to time upon delivery to the Administrative Agent of the quarterly financial statements for each Fiscal Quarter required to be delivered pursuant to Section 5.1(b) hereof accompanied by a written calculation of the Leverage Ratio together with a Financial Officer Certification as of the end of the Fiscal Quarter for which such financial statements are delivered. If such calculation indicates that the Applicable Margin shall increase or decrease, then on effective as of date of delivery of such financial statements and written calculation the Applicable Margin shall be adjusted in accordance therewith; provided , however, that if the Company shall fail to deliver any such financial statements for any such Fiscal Quarter by the date required pursuant to Section 5.1, then, at the Administrative Agent’s election, effective as of the date on which such financial statements were to have been delivered, and continuing through the date (if ever) when such financial statements and such written calculation are finally delivered, the Applicable Margin shall be conclusively presumed to equal the highest Applicable Margin specified in the pricing table set forth above. Notwithstanding anything herein to the contrary, Swing Line Loans may not be Eurodollar Loans.

“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), other than the Permitted Holders, (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 the 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 were nominated for election by the board of directors of Company, a majority of whom were directors on the First Amendment 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 Second Lien Credit Agreement shall occur.

“ 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 (including, without duplication and to the extent constituting Consolidated Interest Expense in accordance with

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GAAP, interest expense relating to the settlement of the Existing Interest Rate Agreements), (c) provisions for taxes based on income, (d) total depreciation expense, (e) total amortization expense, (f) Cash restructuring charges in connection with the Pantone Mergers, the Prior Tender Offer and restructurings occurring after the First Amendment Effective Date of up to $17,500,000 in the aggregate with respect to all such charges, (g) non-Cash charges associated with the cash surrender value of Company’s life insurance policy portfolio, (h) fees and expenses incurred in connection with the Equity Issuance to the extent deducted in the calculation of net income (or loss) for such period, (i) property taxes paid prior to the First Amendment Effective Date by the Company on the Existing Headquarters Asset to the extent (x) deducted in the calculation of net income (or loss) for such period, and (y) all addbacks in respect of property taxes do not exceed $801,000, (j) the amount of non-Cash expenses related to the implementation of changes in accounting methods or estimates at the time of such implementation, (k) one-time charges or reserves (including, without limitation, fees and expenses) constituting Restructuring Transaction Costs, (l) fees and expenses payable to any Agent or Lender on the Forbearance Effective Date or First Amendment Effective Date, respectively, (m) fees and expenses payable to the Second Lien Administrative Agent or any Second Lien Lender on the Forbearance Effective Date or First Amendment Effective Date, respectively, (n) one-time fees and expenses relating to Permitted Acquisitions (whether or not consummated), and (o) other non-Cash losses, charges, costs or other items reducing Consolidated Net Income (excluding any such non-Cash loss, charge, cost or other 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).

“Consolidated Cash Interest Expense” means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in Cash and, to the extent constituting Consolidated Interest Expense, payments made in respect of the Existing Interest Rate Agreements.

“ 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, (c) provisions for current taxes based on income of Company and its Subsidiaries and payable in Cash with respect to such period, (d) Cash payments for the purchase price paid in connection with Permitted Acquisitions (whether or not consummated), to the extent not paid with the proceeds of any Indebtedness (other than Revolving Loans) or from the issuance of, or capital contribution in respect of, any equity securities and (e) transaction costs and expenses paid in

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Cash in connection with Permitted Acquisitions (whether or not consummated) and added back to net income in the determination of Consolidated Adjusted EBITDA.

“ Consolidated Interest Expense ” means, for any period, total interest expense (including that portion attributable to Capital Leases 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.

“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, excluding (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 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.

“ Credit Document ” means any of this Agreement, the Notes, if any, the Collateral Documents, the Intercreditor Agreement, the First Amendment Agreement and any documents or certificates executed by Company in favor of Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, Issuing Bank or any Lender in connection herewith.

“ Excluded Equity Issuance ” means (a) Cash proceeds resulting from the issuance of Capital Stock by the Company to management or employees of the Company or any of its Subsidiaries under any employee stock option or stock purchase plan or other employee benefits plan in existence from time to time, (b) Cash proceeds resulting from the issuance of Capital Stock by a wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company constituting an Investment permitted under Section 6.7, (c) Cash proceeds resulting from the issuance of Capital Stock by the Company to the

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extent used within one hundred eighty (180) days of receipt thereof by or for the account of the Company to finance the consummation of a Permitted Acquisition, (d) up to $50,000,000 of Cash proceeds resulting from the issuance of Capital Stock (other than proceeds of the Equity Issuance) by the Company to the extent used within sixty (60) days of receipt thereof by or for the account of the Company to finance Capital Expenditures of the Company and its Subsidiaries and/or any Investment otherwise permitted pursuant to Section 6.7 and (e) Cash proceeds resulting from the issuance of Capital Stock by a Foreign Subsidiary to qualify directors where required to satisfy requirements of applicable law, in each instance, with respect to the ownership of Capital Stock of such Foreign Subsidiary.

“ Existing Headquarters Asset ” means the property commonly known as 3100 44th Street Southwest, Grandville, Michigan.

“ Existing Headquarters Asset Sale ” means the sale by the Company of the Existing Headquarters Asset pursuant to an Asset Sale.

“ Existing Headquarters Reserve ” means, (a) at any time prior to the payment in full of the obligations under the Existing Headquarters Loan, an amount equal to the then outstanding principal balance of the Existing Headquarters Loan, and (b) at all times thereafter, an amount equal to zero Dollars ($-0-). For the avoidance of doubt the Existing Headquarters Reserve shall be zero Dollars ($-0-) in the event that any Revolving Loan is concurrently used when made to repay in full the obligations under the Existing Headquarters Loan.

“Interest Coverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (a) Consolidated Adjusted EBITDA for the four Fiscal Quarter period then ended to (b) Consolidated Cash Interest Expense for such four Fiscal Quarter period. Notwithstanding the foregoing, for purposes of determining the Interest Coverage Ratio for the Fiscal Quarter (i) ending closest to December 31, 2008, the Consolidated Cash Interest Expense for such Fiscal Quarter (after giving pro forma effect to the Company’s recapitalization plan and assuming such recapitalization plan was consummated as of the first day of such Fiscal Quarter) shall be multiplied by four, (ii) ending closest to March 31, 2009, the Consolidated Cash Interest Expense for such Fiscal Quarter shall be multiplied by four, (iii) ending closest to June 30, 2009, the Consolidated Cash Interest Expense for the two most recently ended Fiscal Quarters shall be multiplied by two, and (iv) ending closest to September 30, 2009, the Consolidated Cash Interest Expense for the three most recently ended Fiscal Quarters multiplied by  ⁴ / 3 .

“ Lender Counterparty ” means each Lender or any Affiliate of a Lender counterparty to a Hedge Agreement (including any Person who is a Lender (and any Affiliate thereof) as of the First Amendment Effective Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be a Lender) including, without limitation, each such Affiliate that enters into a joinder agreement acceptable to the Collateral Agent.

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(c) The definition of the term “Permitted Acquisition” set forth in Section 1.1 of the Credit Agreement is hereby amended by (i) substituting the provisions set forth below in lieu of clause (f) thereof, and (ii) re-designating current clause (g) thereof as clause “(h)”

(f) after giving effect to such acquisition (and the borrowing of any Loans in connection therewith), the Revolving Commitments and Cash of the Company and its Subsidiaries shall exceed the Total Utilization of Revolving Commitments plus the Existing Headquarters Reserve by at least $20,000,000;

(g) after giving effect to such acquisition, Consolidated Adjusted EBITDA for the most recent twelve month period prior to the acquisition date for which financial statements are available shall not be reduced by more than $2,000,000, subject to pro forma adjustments reasonably acceptable to the Administrative Agent; and

(d) Section 2.14(a) of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

(a) Asset Sales . 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 and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided , that (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 Closing 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 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, pending any such investment all such Net Asset Sale Proceeds shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments); provided still further, 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)).

(e) Section 2.14(e) of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

(e) Consolidated Excess Cash Flow . In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year ending closest to December 31, 2009), Company shall, no later than ninety days after the end of such Fiscal Year, prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to (i) 75% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Term Loans and Revolving Loans to the extent

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the Revolving Commitments are permanently reduced in connection with such repayments of Revolving Loans; 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 3.00 to 1.00 or less, Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 50% of such Consolidated Excess Cash Flow.

(f) Section 4.9 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

4.9. No Material Adverse Change . Since December 30, 2007, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect; provided , that the Lenders acknowledge that, in and of themselves, (i) the Designated Defaults, (ii) the events that have been Previously Disclosed (as such term is defined in the Investment Agreements), and (iii) the execution and delivery of the First Amendment Agreement, the Corresponding Second Lien Agreement and the Investment Agreements, in and of themselves, and the consummation of the respective transactions contemplated hereby and thereby, do not constitute a Material Adverse Effect for purposes of this Agreement.

(g) Schedule 4.21 to the Credit Agreement is hereby deleted in its entirety and a revised Schedule 4.21 attached hereto as Exhibit C is substituted in lieu thereof.

(h) Section 5.1(b) of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

(b) Monthly and Quarterly Financial Statements .

(i) As soon as available, and in any event within 30 days after the end of each monthly fiscal period, the consolidated balance sheet of Company and its Subsidiaries as at the end of such monthly fiscal period and the related consolidated statements of income and cash flows of Company and its Subsidiaries for such monthly fiscal period, in each case in the form customarily prepared by the Company; and

(ii) 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 balance sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income 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,

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provided , that, the Company acknowledges and agrees that the Company shall in any event deliver financial statements under this clause (b)(ii) with no less information set forth therein than the financial disclosures required to be provided by the Company in respect thereof in form 10-Q;

(i) Section 5.1(c) of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

(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 balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated 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;

(j) Section 5.1(i) of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

(i) Financial Plan . As soon as practicable and in any event no later than March 7 ^th of each Fiscal Year, a consolidated plan and financial forecast for the then current Fiscal Year and the forthcoming Fiscal Year (or portions thereof) on a year by year basis, and for the then current Fiscal Year on a quarter by quarter basis (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 quarter of each such Fiscal Year;

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(k) Section 5.1(p) of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

(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, provided , that any information in this clause (A) that is filed with the Securities and Exchange Commission by the Company shall be deemed delivered for purposes of this Section 5.1(p) 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.

(l) Section 5.10 of the Credit Agreement is hereby amended by adding new clause (c) immediately following clause (b) thereof as follows:

(c) The foregoing provisions of this Section 5.10 notwithstanding, in the event the Collateral Agent or Administrative Agent shall determine in its reasonable discretion, that the costs of obtaining Liens and security interest required by this Section 5.10 are excessive in relation to the value of the security to be afforded thereby or obtaining such interest is not commercially practicable, then the Company or the applicable Subsidiary shall not be required to comply with the provisions of clauses (a) and/or (b) of this Section 5.10; provided , that the Second Lien Lenders have made a similar determination and the Second Lien Collateral Agent shall not have been granted Liens on or security interests in such assets.

(m) Section 5.11 of the Credit Agreement is hereby amended by adding the following language immediately following the last sentence of such Section 5.11 :

The foregoing provisions of this Section 5.11 notwithstanding, in the event the Collateral Agent or Administrative Agent shall determine in its reasonable discretion, that the costs of obtaining liens and security interest required by this Section 5.11 are excessive in relation to the value of the security to be afforded thereby or obtaining such interest is not commercially practicable, then the Company or the applicable Subsidiary shall not be required to comply with the provisions of this Section 5.11; provided , that the Second Lien Lenders have made a similar determination and the Second Lien Collateral Agent shall not have been granted liens on or security interests in such assets.

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(n) Section 5.12 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

5.12. Interest Rate Protection . No later than one hundred twenty (120) days following the First Amendment Effective 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, 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 t