CONSENT, LIMITED WAIVER AND AMENDMENT NO. 2 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (SECOND LIEN)

Exhibit 10.10

CONSENT, LIMITED WAIVER AND AMENDMENT NO. 2

TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT

AND

AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (SECOND LIEN)

CONSENT, LIMITED WAIVER AND AMENDMENT NO. 2 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (SECOND LIEN) , dated as of August 18, 2009 (this “ Agreement ”), among X-RITE, INCORPORATED , a Michigan corporation, and successor by merger to OTP, Incorporated, X-Rite Ma, Incorporated, Monaco Acquisition Company, Holovision Acquisition Company and Pantone India, Inc. (“ Borrower ”), certain Subsidiaries of Borrower listed on the signature pages hereof under the heading “Other Credit Parties”, as Guarantors, (such Subsidiaries, together with Borrower, are referred to herein each individually as a “ Credit Party ” and collectively as the “ Credit Parties ”), THE BANK OF NEW YORK MELLON (f/k/a The Bank of New York) , as administrative agent (in such capacity, together with its permitted successors in such capacity, “ Administrative Agent ”) and as collateral agent (in such capacity, together with its permitted successors in such capacity, “ Collateral Agent ”), in each case for certain financial institutions from time to time party thereto (each a “ Lender ” and collectively the “ Lenders ”), and the LENDERS signatory hereto.

WITNESSETH:

WHEREAS, Borrower, the other Credit Parties, Administrative Agent, Collateral Agent and the Lenders are parties to that certain Second Lien Credit and Guaranty Agreement, dated as of October 24, 2007 (as amended by that certain Forbearance Agreement and Consent, Waiver and Amendment No. 1 to Second Lien Credit and Guaranty Agreement dated as of August 20, 2008, as amended hereby and as may be further amended, amended and restated, 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 or in the Pledge and Security Agreement described below, as applicable);

WHEREAS, Borrower, the other Credit Parties and Collateral Agent are parties to that certain Pledge and Security Agreement (Second Lien), dated as of October 24, 2007 (as amended hereby and as may be further amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “ Pledge and Security Agreement ”);

WHEREAS, pursuant to the Credit Agreement, (a) the Lenders have made certain Loans to Borrower, and (b) each Credit Party (other than Borrower) has guaranteed all existing and future Obligations of Borrower and the other Credit Parties;

WHEREAS, pursuant to the Pledge and Security Agreement, each of Borrower and each other Credit Party has secured all of the Obligations by granting to Collateral Agent, for the benefit of the Secured Parties, a Lien on the Collateral described therein;

WHEREAS, the Credit Parties have informed Administrative Agent and the Lenders that the Credit Parties desire to implement an entity structure reorganization and, in connection

therewith, in order to effectuate such entity structure reorganization, (a) Borrower desires to form a wholly-owned Foreign Subsidiary (the “ New Subsidiary Formation ”) under the laws of Switzerland (“ New Amazys Holdco ”), (b) Borrower desires to sell one hundred percent (100%) of the issued and outstanding equity securities of Amazys Holding GmbH, a corporation formed under the laws of Switzerland, formerly known as Amazys Holding AG (“ Amazys ”) to the New Amazys Holdco (the “ Amazys Sale ”) in exchange for an intercompany promissory note (which shall be in form and substance reasonably acceptable to the Lenders) issued by New Amazys Holdco in favor of Borrower in an aggregate principal amount to be determined based on a third party valuation of Amazys (the “ Amazys Sale Note ”), (c) following the consummation of the Amazys Sale and the issuance of the Amazys Sale Note, Amazys desires to merge with and into New Amazys Holdco, with New Amazys Holdco being the surviving entity (the “ Amazys Merger ”) and (d) following the consummation of the Amazys Merger, X-Rite Europe GmbH, a corporation formed under the laws of Switzerland (“ X-Rite Europe ”), a wholly-owned Foreign Subsidiary of New Amazys Holdco, desires to issue an intercompany promissory note (which shall be in form and substance reasonably acceptable to the Lenders) to New Amazys Holdco in an aggregate principal amount to be determined based on X-Rite Europe’s balance sheet (the “ Amazys Subsidiary Note ”; the New Subsidiary Formation, the Amazys Sale, the issuance of the Amazys Sale Note, the Amazys Merger and the issuance of the Amazys Subsidiary Note are referred to herein as the “ Amazys Restructuring ”);

WHEREAS, GoldenTree Asset Management LP and/or certain of its Affiliates (collectively, “ Selling Lender ”) desire to sell and assign to the Permitted Holders, and the Permitted Holders desire to purchase and assume from Selling Lender (the “ Loan Purchase ”), pursuant to an assignment and assumption agreement substantially in the form of Exhibit A attached hereto (the “ Assignment Agreement ”), a Loan in an aggregate principal amount equal to $41,561,223.12 (the “ Selling Lender Loan ”) for a negotiated price as agreed among the Permitted Holders and Selling Lender, and substantially concurrently therewith, the Selling Lender Loan shall be automatically cancelled and deemed no longer outstanding and, in exchange for such cancellation, the Permitted Holders shall receive (a) warrants (the “ Warrants ”) to acquire an aggregate of 7,500,000 (subject to customary anti-dilution adjustments) shares of common stock, par value $0.10 per share, of Borrower at an initial exercise price of $0.01 per share, and (b) Series A Preferred Stock of Borrower (the “ Preferred Stock ”) that shall be issued on the terms and conditions set forth in that certain Certificate of Designation, Preferences and Rights of Series A Preferred Stock of X-Rite, Incorporated (the “ Certificate of Designations ”), as in effect on the Second Amendment Effective Date (as defined below) (the issuance of the Warrants and the Preferred Stock and such cancellation and exchange, in each case, as described above, the “ Exchange ” and, together with the Loan Purchase, the “ Sponsor Purchase Transaction ”);

WHEREAS, the Credit Parties have requested that Requisite Lenders (a) consent to the Amazys Restructuring, (b) consent to the Sponsor Purchase Transaction, (c) amend the Credit Agreement and the Pledge and Security Agreement in certain respects, and (d) agree to waive certain provisions of the Credit Agreement as provided for herein in order to permit the consummation of the Sponsor Purchase Transaction and to address certain related matters as set forth herein, in each case in accordance with the terms and subject to the conditions set forth herein; and

2

WHEREAS, Requisite Lenders are willing, on the terms and subject to the conditions hereinafter set forth, to agree to such waivers, consents and amendments as set forth herein.

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. Waiver .

(a) Waiver . Subject to Section 1(c) below, Requisite Lenders hereby waive the provisions of Section 10.6 of the Credit Agreement that would otherwise restrict or prohibit the Sponsor Purchase Transaction; provided , however , that the effectiveness of the foregoing waiver is subject to the following conditions:

(i) the Exchange (including, without limitation, the cancellation of the Selling Lender Loan) is consummated on the Second Amendment Effective Date immediately following the Loan Purchase, and all accrued and unpaid interest (including any PIK Interest) on the aggregate principal par amount of the Selling Lender Loan (“ Accrued Interest ”) in an aggregate amount equal to $703,836.48 is paid in cash by Borrower on the Second Amendment Effective Date;

(ii) the Preferred Stock is issued in accordance with the terms set forth in the Certificate of Designations (as in effect on the date hereof), accrues and cumulates dividends quarterly at a rate not to exceed 14.375% per annum (plus any applicable penalty or default rate required pursuant to the terms of the Certificate of Designations (as in effect on the date hereof or as amended from time to time as permitted pursuant to the terms of the Credit Agreement, as amended hereby)) and does not require any cash dividends or distributions thereon, cash payments in respect thereof or mandatory redemptions of the Preferred Stock at any time prior to January 23, 2014 (except in connection with a Fundamental Change (as such term is defined in the Certificate of Designations (as in effect on the date hereof or as amended from time to time as permitted pursuant to the terms of the Credit Agreement, as amended hereby) that will result in the Obligations being paid in full in cash); and

(iii) the Warrants do not contain any put rights or otherwise require any mandatory redemptions at any time prior to January 23, 2014 (except in connection with a Fundamental Change (as such term is defined in the Certificate of Designations (as in effect on the date hereof or as amended from time to time as permitted pursuant to the terms of the Credit Agreement, as amended hereby) that will result in the Obligations being paid in full in cash).

In addition, solely for the purpose of consummating the Sponsor Purchase Transaction in accordance with the terms and subject to the conditions set forth in this Agreement and notwithstanding anything to the contrary contained in the Credit Agreement, (a) each Permitted Holder shall be an Eligible Assignee solely for purposes of consummating the Sponsor Purchase Transaction, (b) the provisions of Section 2.17 of the Credit Agreement shall not be construed to apply to (i) any payment made by any Permitted Holders pursuant to and in accordance with the

3

express terms of this Agreement or (ii) any payment obtained by Selling Lender as consideration for the assignment or sale of the Selling Lender Loan pursuant to and in accordance with the express terms of this Agreement, and (c) Accrued Interest in an amount equal to $703,836.48 shall be paid in cash by Borrower to Selling Lender on the Second Amendment Effective Date.

(b) Sponsor Purchase Transaction . For the avoidance of doubt, the Sponsor Purchase Transaction (i) shall not constitute a payment or prepayment pursuant to Section 2.12, Section 2.13, Section 2.14, Section 2.15, Section 2.16 or Section 2.17 of the Credit Agreement or for any other purpose under the Credit Agreement and (ii) shall reduce the amount outstanding and due and payable on the Maturity Date (and such reduction, for the avoidance of doubt, shall only apply (on a non-pro rata basis) to the Selling Lender Loan).

From and after the Second Amendment Effective Date, following the consummation of the Exchange, (i) no interest shall accrue on the Selling Lender Loan and (ii) the Selling Lender Loan shall, for all purposes under the Credit Agreement and the other Credit Documents (notwithstanding any provisions therein to the contrary), and without further action by any Person, be automatically cancelled for all purposes and deemed no longer outstanding, from and after which time, the Selling Lender Loan may not be resold, transferred, assigned or participated out by any Permitted Holder, including, but not limited to, in relation to (a) the making of, or the application of, any payments to the Lenders under the Credit Agreement or any other Credit Document, (b) the making of any request, demand, authorization, direction, notice, consent or waiver under the Credit Agreement or any other Credit Document, (c) the transfer of any rights to Borrower as a Lender under the Credit Agreement or any other Credit Document or (d) the determination of Requisite Lenders, or for any similar or related purpose, under the Credit Agreement or any other Credit Document.

(c) Limitation on Waiver . The waiver set forth in this Section 1 shall be limited precisely as written and relate solely to the waiver of the provisions of the Credit Agreement in the manner and to the extent described in Sections 1(a) and 1(b) above, and nothing in this Agreement, nor any actions taken or not taken by any Agent or any Lender pursuant to this Agreement or any other Credit Document, shall or shall be deemed to:

(i) constitute a waiver of compliance by Borrower or any other Credit Party with respect to any other term, provision or condition of the Credit Agreement, any other Credit Document or any other instrument or agreement referred to therein; or

(ii) prejudice any right or remedy that any Agent or Lender may now have or may have in the future under or in connection with the Credit Agreement, any other Credit Document or any other instrument or agreement referred to therein.

Except as expressly set forth herein, the terms, provisions and conditions of the Credit Agreement and the other Credit Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed.

4

Section 2. Consents .

(a) Consent to Amazys Restructuring . Effective as of the Second Amendment Effective Date, upon satisfaction of the conditions set forth in Section 5, and notwithstanding anything to the contrary contained in the Credit Agreement (including, without limitation, Section 6.7 (other than Section 6.7(j) of the Credit Agreement, as amended hereby), Section 6.9 and Section 6.10 of the Credit Agreement) or in any other Credit Document, the Lenders signatories hereto hereby consent to the Amazys Restructuring; provided that the effectiveness of the foregoing consent is subject to the following conditions:

(i) all steps of the Amazys Restructuring are consummated no later than June 30, 2010 and the Amazys Merger is consummated promptly following the consummation of the Amazys Sale and the issuance of the Amazys Sale Note;

(ii) the Amazys Sale Note shall be unsecured and shall be subject to a Second Priority Lien in favor of Collateral Agent, for the benefit of the Secured Parties, pursuant to the Pledge and Security Agreement;

(iii) promptly following the formation of New Amazys Holdco, Borrower shall have delivered a Pledge Supplement whereby Borrower shall pledge sixty-five percent (65%) of the voting Capital Stock of New Amazys Holdco and one hundred percent (100%) of the non-voting Capital Stock of New Amazys Holdco (such stock, the “ Pledged Stock ”) to Collateral Agent, for the benefit of the Secured Parties, together with the stock certificates of New Amazys Holdco representing the Pledged Stock (subject to the Intercreditor Agreement), along with related assignments separate from certificate and proxies, pursuant to which Collateral Agent shall have received, for the benefit of the Secured Parties, a Second Priority Lien in all of the Pledged Stock;

(iv) promptly following the formation of New Amazys Holdco, Borrower shall have delivered (A) a Second Priority Share Pledge Agreement by and between Borrower and Collateral Agent, for the benefit of the Secured Parties, with respect to the Pledged Stock, governed by the laws of Switzerland, in form and substance reasonably satisfactory to Requisite Lenders, (B) certified copies of the Share Register of New Amazys Holdco, (C) the necessary resolutions of New Amazys Holdco (under Swiss law), certified by an authorized officer or a director as being in full force and effect without modification or amendment, and (D) an opinion of Swiss counsel to Borrower, in form and substance reasonably satisfactory to Requisite Lenders;

(v) (A) promptly following the formation of New Amazys Holdco, Borrower shall deliver certified copies of the Organizational Documents of New Amazys Holdco and (B) promptly following the consummation of the Amazys Merger, Borrower shall deliver certified copies of the merger documents effectuating the merger of Amazys with and into New Amazys Holdco, in each case in clauses (A) and (B), that have been certified by the appropriate governmental authority in Switzerland as of a recent date (to the extent such certification is available in Switzerland); and

5

(vi) Borrower shall have otherwise complied with the requirements of Section 5.10(a) of the Credit Agreement, to the extent applicable.

(b) Consent to Corresponding First Lien Amendment . Effective as of the Second Amendment Effective Date, the Lenders signatories hereto hereby consent to the consent and amendment to the First Lien Credit Documents regarding the substance of this Agreement, substantially in the form attached hereto as Exhibit A (the “ Corresponding First Lien Amendment ”); provided that the effectiveness of such consent is subject to the consent by the “Requisite Lenders” under and as defined in the First Lien Credit Agreement to the transactions contemplated by this Agreement.

Section 3. Amendments to Credit Agreement . Effective as of the Second Amendment Effective Date, and in reliance on the representations and warranties of the Credit Parties 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:

“ Amazys Sale Note ” as defined in the Second Amendment Agreement.

“ Certificate of Designations ” as defined in the Second Amendment Agreement.

“ Preferred Stock ” as defined in the Second Amendment Agreement.

“ Second Amendment Agreement ” means that certain Consent, Limited Waiver and Amendment No. 2 to Second Lien Credit and Guaranty Agreement and Amendment No. 1 to Pledge and Security Agreement (Second Lien), dated as of the Second Amendment Effective Date, by and among Borrower, the Guarantors, certain other Credit Parties, Administrative Agent, Collateral Agent and Requisite Lenders.

“ Second Amendment Effective Date ” as defined in the Second 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:

“ 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 Borrower 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 Borrower; (ii) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Borrower cease to be occupied by Persons who were nominated for election by the board of directors of Borrower, a majority of whom were directors on the First Amendment

6

Effective Date or whose election or nomination for election was previously approved by a majority of such directors; (iii) any “change of control” or similar event under the First Lien Credit Agreement shall occur or (iv) any Fundamental Change (as defined in the Certificate of Designations) or similar event under the Certificate of Designations shall occur.

“ 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. Notwithstanding the foregoing, solely for purposes of calculating Interest Coverage Ratio as of any date of measurement ending on or prior to July 3, 2010, Consolidated Cash Interest Expense for any period set forth below included in the twelve month period ending on such date shall be deemed to equal the amount set forth below (each such amount an “ Interest Expense Plug ”) for such period:

“ 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 Borrower 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” under and as defined in the First Lien Credit Agreement) or from the issuance of, or capital contribution in respect of, any equity securities, (e) transaction costs and expenses paid in Cash in connection with Permitted Acquisitions (whether or not consummated) and added back to net income in the determination of Consolidated Adjusted EBITDA and (f) restructuring charges paid in cash in connection with the Pantone Mergers, the Prior Tender Offer and restructurings occurring after the First Amendment Effective Date, solely to the extent (x) added back to Consolidated Net Income in the calculation of Consolidated Adjusted EBITDA and (y) not paid with the proceeds of any Indebtedness (other than “Revolving Loans” under and as defined in the First Lien Credit Agreement) or from the issuance of, or capital contribution in respect of, any Capital Stock or other equity securities.

“ Restricted Junior Payment ” means (i) any dividend or other distribution, direct or indirect, on account of any shares or units of any Capital Stock of Borrower or any

7

Subsidiary of Borrower now or hereafter outstanding, except a dividend payable solely in shares or units of any Capital 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 Capital Stock of Borrower or any Subsidiary of Borrower 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 any Capital Stock of Borrower or any Subsidiary of Borrower 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 any Indebtedness permitted to be incurred pursuant to Section 6.1(n).

(c) Section 1.1 of the Credit Agreement is hereby further amended by amending the definitions of the terms set forth below as follows:

(i) The definition of “ Adjusted Eurodollar Rate ” is hereby amended by deleting the words “Lead Arranger” appearing therein and substituting the words “Ableco Finance LLC (or such other Lender with the largest Loan Exposure as of such Interest Rate Determination Date)” in lieu thereof.

(ii) The definition of “ Permitted Acquisition ” is hereby amended by (A) deleting the words “Lead Arranger” appearing in clause (v) thereof and substituting the words “Administrative Agent (and Administrative Agent shall have provided a copy thereof to each Lender)” in lieu thereof and (B) deleting the words “Lead Arranger” appearing in clause (vii) thereof and substituting the words “Requisite Lenders” in lieu thereof.

(iii) The definition of “ Phase I Report ” is hereby amended by deleting the words “Lead Arranger” appearing therein and substituting the words “Requisite Lenders” in lieu thereof.

(d) Section 5.1 of the Credit Agreement is hereby amended by deleting the words “, Lead Arranger” appearing therein.

(e) Section 5.10(a) of the Credit Agreement is hereby amended by deleting the words “Lead Arranger and” appearing therein.

(f) Section 5.14(b) of the Credit Agreement is hereby amended by deleting the words “Required Lenders” appearing therein and substituting the words “Requisite Lenders” in lieu thereof.

(g) Section 5.18 of the Credit Agreement is hereby amended by deleting the words “Lead Arranger and” appearing therein.

(h) Section 6.1(b) of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

“(b) Investments permitted pursuant to Sections 6.7(d) and 6.7(j);”.

8

(i) Section 6.1(n) of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

“(n) solely to the extent consented to by the holders of the Preferred Stock, unsecured Indebtedness of Borrower and its Subsidiaries not to exceed $35,000,000 in aggregate principal amount at any time outstanding which is subordinated to the Obligations in a manner reasonably satisfactory to Requisite Lenders; provided that, immediately prior to the incurrence of any such Indebtedness, the Leverage Ratio, as determined of the last day of the immediately preceding Fiscal Quarter with respect to which Borrower has delivered to Administrative Agent, Lead Arranger and Lenders the financial statements required pursuant to Section 5.1(b), for the twelve (12) month period ending on such date, is less than 4.00 to 1.00.”.

(j) Section 6.5 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

“ 6.5 Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Subsidiaries through any manner or means 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) the foregoing shall not prohibit any Subsidiary of Borrower from making dividends or distributions, directly or indirectly, to Borrower or to any wholly owned Subsidiary of Borrower, (b) Borrower may accrue and cumulate dividends (but not pay in cash) on the Preferred Stock in accordance with the terms set forth in the Certificate of Designations (as in effect on the Second Amendment Effective Date or as amended from time to time as permitted pursuant to Section 6.17), and (c) Borrower and its Subsidiaries may pay, as and when due and payable, regularly scheduled payments of interest in respect of any Indebtedness incurred pursuant to Section 6.1(n), to the extent such payments are permitted pursuant to the subordination terms governing such Indebtedness. Except as expressly permitted by the foregoing sentence, no Credit Party shall, nor shall it permit any of its 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 in respect of any Indebtedness permitted to be incurred pursuant to Section 6.1(n).”.

(k) Section 6.7 of the Credit Agreement is hereby amended by (i) deleting the “and” at the end of clause (h) thereof, (ii) deleting the period at the end of clause (i) thereof and substituting “; and” therefor and (iii) adding a new clause (j) thereto immediately following clause (i) thereof as follows:

“(j) the intercompany loan that is evidenced by the Amazys Sale Note; provided that the Amazys Sale Note shall be subject to a Second Priority Lien in favor of Collateral Agent pursuant to the Pledge and Security Agreement;”.

9

(l) Section 6 of the Credit Agreement is hereby amended by adding a new Section 6.17 thereto immediately following Section 6.16 thereof as follows:

“ 6.17 Amendments to Certificate of Designations . No Credit Party shall nor shall it permit any of its Subsidiaries to amend, amend and restate, supplement, waive or otherwise modify the Certificate of Designations (or the terms of the Preferred Stock) (a) to require the payment of any cash dividends or distributions or any other cash payments in respect thereof or to require mandatory redemptions of the Preferred Stock at any time prior to January 23, 2014 (except in connection with a Fundamental Change (as such term is defined in the Certificate of Designations (as in effect on the Second Amendment Effective Date or as amended from time to time as permitted pursuant to the terms of this Agreement) that will result in the Obligations being paid in full in cash), (b) to increase the quarterly rate at which cumulative dividends accrue on the Preferred Stock in excess of 14.375% per annum (plus any applicable penalty or default rate required pursuant to the terms of the Certificate of Designations (as in effect on the Second Amendment Effective Date or as amended from time to time pursuant to the terms of this Agreement)), or (c) in any other manner that would be materially adverse to the Agents or any Lender.”.

(m) Section 9.2 of the Credit Agreement is hereby amended by deleting the last sentence thereof in its entirety and substituting the following in lieu thereof:

“Administrative Agent hereby agrees that it shall (i) furnish to each Lender, upon such Lender’s request, a copy of the Register, (ii) cooperate with Lenders in granting access to any potential lenders identified to the Pla