First Lien Credit And Guaranty Agreement Sample Contracts

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Quality Care Properties, Inc. – FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of October 31, 2016 Among QCP SNF WEST REIT, LLC, QCP SNF CENTRAL REIT, LLC, QCP SNF EAST REIT, LLC, and QCP AL REIT, LLC, as Borrowers, QCP HOLDCO REIT, LLC and QUALITY CARE PROPERTIES, INC., as Parent Guarantors, CERTAIN SUBSIDIARIES OF QUALITY CARE PROPERTIES, INC. FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO FROM TIME TO TIME, BARCLAYS BANK PLC, as Administrative Agent, BARCLAYS BANK PLC, MORGAN STANLEY SENIOR FUNDING, INC., and DEUTSCHE BANK SECURITIES INC. As Joint Lead Arrangers and Joint Bookrunners and KEYBAN (October 31st, 2016)

This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of October 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), among QCP SNF WEST REIT, LLC, a Delaware limited liability company (SNF West), QCP SNF CENTRAL REIT, LLC, a Delaware limited liability company (SNF Central), QCP SNF EAST REIT, LLC, a Delaware limited liability company (SNF East) and QCP AL REIT, LLC, a Delaware limited liability company (AL and, collectively with SNF West, SNF Central and SNF East, the Borrowers and each a Borrower), QCP HOLDCO REIT, LLC, a Delaware limited liability company (Parent REIT), and QUALITY CARE PROPERTIES, INC., a Maryland corporation (QCP and, collectively with Parent REIT, the Parent Guarantors and each a Parent Guarantor), certain subsidiaries of QCP from time to time party hereto as guarantors, the lending institutions party hereto from time to time (each, a Lender and collectively, the Lenders), Barclays Bank PLC, as Administrative Ag

Talen Energy Corp – EXECUTION VERSION $681,984,285 FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of April 28, 2014 Among NEW MACH GEN, LLC as Borrower and THE GUARANTORS as Guarantors and THE INITIAL LENDERS AND INITIAL REVOLVING ISSUING BANK NAMED HEREIN as Initial Lenders and Initial Revolving Issuing Bank and CLMG CORP. As First Lien Collateral Agent and CLMG CORP. As Administrative Agent (February 29th, 2016)
Alion Science & Technology Corp – FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of August 18, 2014 Among ALION SCIENCE AND TECHNOLOGY CORPORATION, CERTAIN SUBSIDIARIES OF ALION SCIENCE AND TECHNOLOGY CORPORATION, as Guarantors, VARIOUS LENDERS, and GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent, (August 22nd, 2014)

This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of August 18, 2014 is entered into by and among ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (Borrower), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time and GOLDMAN SACHS LENDING PARTNERS LLC (Goldman Sachs), as Administrative Agent (together with its permitted successors and assigns in such capacity, Administrative Agent).

American Casino & Entertainment Properties LLC – Amendment to First Lien Credit and Guaranty Agreement (February 27th, 2014)

This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of July 3, 2013, as amended by Amendment to First Lien Credit and Guaranty Agreement, dated as of February 24, 2014, is entered into by and among AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, a Delaware limited liability company (the "Borrower"), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS LENDING PARTNERS LLC ("Goldman Sachs") and DEUTSCHE BANK SECURITIES INC. ("DBSI"), as Co-Syndication Agents (in such capacity, "Syndication Agents"), and DEUTSCHE BANK AG NEW YORK BRANCH ("DBNY"), as Administrative Agent (together with its permitted successors in such capacity, "Administrative Agent"), as Collateral Agent (together with its permitted successor in such capacity, "Collateral Agent") and as Documentation Agent (in such capacity, "Documentation Agent"), and Goldman Sachs and DBSI, as Joint Lead Arrangers (in such capacity, "Arrangers") and Joint Bookrunners.

American Casino & Entertainment Properties LLC – First Lien Credit and Guaranty Agreement (July 8th, 2013)

This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of July 3, 2013, is entered into by and among AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, a Delaware limited liability company ("Borrower"), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS LENDING PARTNERS LLC ("Goldman Sachs") and DEUTSCHE BANK SECURITIES INC. ("DBSI"), as Co-Syndication Agents (in such capacity, "Syndication Agents"), DEUTSCHE BANK AG NEW YORK BRANCH ("DBNY"), as Administrative Agent (together with its permitted successors in such capacity, "Administrative Agent"), as Collateral Agent (together with its permitted successor in such capacity, "Collateral Agent") and as Documentation Agent (in such capacity, "Documentation Agent"), and Goldman Sachs and DBSI, as Joint Lead Arrangers (in such capacity, "Arrangers") and Joint Bookrunners.

AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT as Amended and Restated as of April 13, 2012 Among AUDATEX NORTH AMERICA, INC., as U.S. Borrower, SOLERA NEDERLAND HOLDING B.V. And AUDATEX HOLDINGS IV B.V., as Euro Borrowers, AUDATEX HOLDINGS, LLC, as Holdings and a Guarantor, CERTAIN SUBSIDIARIES OF AUDATEX HOLDINGS, LLC, as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent and Collateral Agent, and JPMORGAN SECURITIES LLC, as Lead Arranger, Syndication Agent and Documentation Agent $50,000,000 Senior Secured Revolving Credit Facility $106,5 (April 16th, 2012)

This AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of April 13, 2012, is entered into by and among AUDATEX NORTH AMERICA, INC., a Delaware corporation (the U.S. Borrower), SOLERA NEDERLAND HOLDING B.V., a company organized under the laws of the Netherlands (EuroCo and a Euro Borrower), AUDATEX HOLDINGS IV B.V., a company organized under the laws of the Netherlands (EuroHoldco and a Euro Borrower; together with EuroCo, the Euro Borrowers; and the Euro Borrowers, collectively with the U.S. Borrower, the Borrowers), AUDATEX HOLDINGS, LLC, a Delaware limited liability company (Holdings) and CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (GSCP), as Administrative Agent (together with its permitted successors in such capacity, the Administrative Agent), and as Collateral Agent (together with its permitted successor in such capacity, the Collateral Agent); provided, that for the avoidanc

Consent and Amendment No. 5 to First Lien Credit and Guaranty Agreement (October 4th, 2010)

CONSENT AND AMENDMENT NO. 5 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of September 24, 2010 (this Agreement), among X-RITE, INCORPORATED, a Michigan corporation, and successor by merger to OTP, Incorporated, X-Rite Ma, Incorporated, Monaco Acquisition Company, Holovision Acquisition Company and Pantone India, Inc. (the Company), X-RITE GLOBAL, INCORPORATED, a Michigan corporation (X-Rite Global), X-RITE HOLDINGS, INC., a Michigan corporation (X-Rite Holdings), XR VENTURES, LLC, a Michigan limited liability company (XR Ventures), GRETAGMACBETH, LLC, a Delaware limited liability company (GretagMacbeth), PANTONE LLC, a Delaware limited liability company (Pantone), PANTONE ASIA, INC., a Delaware corporation (Pantone Asia), PANTONE GERMANY, INC., a Delaware corporation Pantone Germany), PANTONE JAPAN, INC., a Delaware corporation (Pantone Japan), PANTONE U.K., INC., a Delaware corporation (Pantone UK), the other Persons party hereto that are designated as a Credit Party on the s

FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of February 28, 2007 Among AZ CHEM US INC., as U.S. Borrower, PROSERPINA 1073 AB (Under Change of Name to ARIZONA CHEM SWEDEN AB), as European Borrower, PROSERPINA 1072 AB (Under Change of Name to ARIZONA CHEM SWEDEN HOLDINGS AB) and CERTAIN SUBSIDIARIES OF ARIZONA CHEM SWEDEN HOLDINGS AB, as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger, Bookrunner, Syndication Agent, Administrative Agent and Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent $310,000,000 First Lien Senior Secured Credit Fac (June 7th, 2010)

This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of February 28, 2007, is entered into by and among AZ CHEM US INC., a Delaware corporation (U.S. Borrower), PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden (European Borrower, and, together with U.S. Borrower, the Borrowers), PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a limited liability company organized under the laws of Sweden (Holdings), CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (GSCP), as Syndication Agent (in such capacity, Syndication Agent), Administrative Agent (together with its permitted successors in such capacity, Administrative Agent) and as Collateral Agent (together with its permitted successors in such capacity, Collateral Agent), and BANK OF AMERICA, N.A. BANA), as Documentation Agent (in such capacity, Document

Fourth Amendment to First Lien Credit and Guaranty Agreement (June 7th, 2010)

THIS FOURTH AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT (this Fourth Amendment) is dated as of May 28, 2010 and is entered into by and among AZ CHEM US INC., a Delaware corporation (the U.S. Borrower), ARIZONA CHEMICAL AKTIEBOLAG, a limited liability company organized under the laws of Sweden (European Borrower), GOLDMAN SACHS CREDIT PARTNERS L.P. (GSCP), as Administrative Agent (Administrative Agent), acting with the consent of the Requisite Lenders and, for purposes of Section V hereof, the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of February 28, 2007 (as amended through the date hereof, the Credit Agreement; as it may be further amended, supplemented, restated or otherwise modified from time to time in accordance with its terms) by and among the Borrowers, ARIZONA CHEM SWEDEN HOLDINGS AB, a limited liability company organized under the laws of Sweden (Holdings), the subsidi

Second Amendment to First Lien Credit and Guaranty Agreement (June 7th, 2010)

THIS SECOND AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT (this Second Amendment) is dated as of July 24, 2008 and is entered into by and among AZ CHEM US INC., a Delaware corporation (the U.S. Borrower), ARIZONA CHEMICAL AB, a limited liability company organized under the laws of Sweden (European Borrower), GOLDMAN SACHS CREDIT PARTNERS L.P. (GSCP), as Administrative Agent (Administrative Agent), acting with the consent of the Requisite Lenders and, for purposes of Section IV hereof, the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of February 28, 2007 (as amended through the date hereof, the Credit Agreement; as it may be further amended, supplemented, restated or otherwise modified from time to time in accordance with its terms) by and among the Borrowers, ARIZONA CHEM SWEDEN HOLDINGS AB, a limited liability company organized under the laws of Sweden, the subsidiaries of Holdings

Consent and Amendment No. 4 to First Lien Credit and Guaranty Agreement (May 13th, 2010)

CONSENT AND AMENDMENT NO. 4 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of March 5, 2010 (this Agreement), among X-RITE, INCORPORATED, a Michigan corporation, and successor by merger to OTP, Incorporated, X-Rite Ma, Incorporated, Monaco Acquisition Company, Holovision Acquisition Company and Pantone India, Inc. (the Company), X-RITE GLOBAL, INCORPORATED, a Michigan corporation (X-Rite Global), X-RITE HOLDINGS, INC., a Michigan corporation (X-Rite Holdings), XR VENTURES, LLC, a Michigan limited liability company (XR Ventures), GRETAGMACBETH, LLC, a Delaware limited liability company (GretagMacbeth), PANTONE LLC, a Delaware limited liability company (Pantone), PANTONE ASIA, INC., a Delaware corporation (Pantone Asia), PANTONE GERMANY, INC., a Delaware corporation Pantone Germany), PANTONE JAPAN, INC., a Delaware corporation (Pantone Japan), PANTONE U.K., INC., a Delaware corporation (Pantone UK), the other Persons party hereto that are designated as a Credit Party on the signat

Amendment No. 3 to First Lien Credit and Guaranty Agreement (May 13th, 2010)

AMENDMENT NO. 3 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of December 17, 2009 (this Agreement), among X-RITE, INCORPORATED, a Michigan corporation, and successor by merger to OTP, Incorporated, X- Rite Ma, Incorporated, Monaco Acquisition Company, Holovision Acquisition Company and Pantone India, Inc. (the Company), X-RITE GLOBAL, INCORPORATED, a Michigan corporation (X-Rite Global), X-RITE HOLDINGS, INC., a Michigan corporation (X-Rite Holdings), XR VENTURES, LLC, a Michigan limited liability company (XR Ventures), GRETAGMACBETH, LLC, a Delaware limited liability company (GretagMacbeth), PANTONE LLC, a Delaware limited liability company, formerly known as Pantone, Inc., a Delaware corporation (Pantone), PANTONE ASIA, INC., a Delaware corporation (Pantone Asia), PANTONE GERMANY, INC., a Delaware corporation Pantone Germany), PANTONE JAPAN, INC., a Delaware corporation (Pantone Japan), PANTONE U.K., INC., a Delaware corporation (Pantone UK), the other Persons party hereto t

Third Amendment to First Lien Credit and Guaranty Agreement (April 12th, 2010)

THIS THIRD AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT (this Third Amendment) is dated as of November 14, 2008 and is entered into by and among AZ CHEM US INC., a Delaware corporation (the U.S. Borrower), ARIZONA CHEMICAL AB, a limited liability company organized under the laws of Sweden (European Borrower), GOLDMAN SACHS CREDIT PARTNERS L.P. (GSCP), as Administrative Agent (Administrative Agent), acting with the consent of the Requisite Lenders and, for purposes of Section IV hereof, the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of February 28, 2007 (as amended through the date hereof, the Credit Agreement; as it may be further amended, supplemented, restated or otherwise modified from time to time in accordance with its terms) by and among the Borrowers, ARIZONA CHEM SWEDEN HOLDINGS AB, a limited liability company organized under the laws of Sweden, the subsidiaries of Holdin

First Amendment to First Lien Credit and Guaranty Agreement (April 12th, 2010)

THIS FIRST AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT (this Amendment) is dated as of July 1, 2008 and is entered into by and among AZ CHEM US INC., a Delaware corporation (the U.S. Borrower), ARIZONA CHEMICAL AB, a limited liability company organized under the laws of Sweden (European Borrower), GOLDMAN SACHS CREDIT PARTNERS L.P. (GSCP), as Administrative Agent (Administrative Agent), acting with the consent of the Requisite Lenders and, for purposes of Section IV hereof, the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of February 28, 2007 (as amended through the date hereof, the Credit Agreement; as it may be further amended, supplemented, restated or otherwise modified from time to time in accordance with its terms) by and among the Borrowers, ARIZONA CHEM SWEDEN HOLDINGS AB, a limited liability company organized under the laws of Sweden, the subsidiaries of Holdings named th

Second Amendment to First Lien Credit and Guaranty Agreement (April 12th, 2010)

THIS SECOND AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT (this Second Amendment) is dated as of July 24, 2008 and is entered into by and among AZ CHEM US INC., a Delaware corporation (the U.S. Borrower), ARIZONA CHEMICAL AB, a limited liability company organized under the laws of Sweden (European Borrower), GOLDMAN SACHS CREDIT PARTNERS L.P. (GSCP), as Administrative Agent (Administrative Agent), acting with the consent of the Requisite Lenders and, for purposes of Section IV hereof, the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of February 28, 2007 (as amended through the date hereof, the Credit Agreement; as it may be further amended, supplemented, restated or otherwise modified from time to time in accordance with its terms) by and among the Borrowers, ARIZONA CHEM SWEDEN HOLDINGS AB, a limited liability company organized under the laws of Sweden, the subsidiaries of Holdings

FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of February 28, 2007 Among AZ CHEM US INC., as U.S. Borrower, PROSERPINA 1073 AB (Under Change of Name to ARIZONA CHEM SWEDEN AB), as European Borrower, PROSERPINA 1072 AB (Under Change of Name to ARIZONA CHEM SWEDEN HOLDINGS AB) and CERTAIN SUBSIDIARIES OF ARIZONA CHEM SWEDEN HOLDINGS AB, as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger, Bookrunner, Syndication Agent, Administrative Agent and Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent $310,000,000 First Lien Senior Secured Credit Fac (April 12th, 2010)

This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of February 28, 2007, is entered into by and among AZ CHEM US INC., a Delaware corporation (U.S. Borrower), PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden (European Borrower, and, together with U.S. Borrower, the Borrowers), PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a limited liability company organized under the laws of Sweden (Holdings), CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (GSCP), as Syndication Agent (in such capacity, Syndication Agent), Administrative Agent (together with its permitted successors in such capacity, Administrative Agent) and as Collateral Agent (together with its permitted successors in such capacity, Collateral Agent), and BANK OF AMERICA, N.A. BANA), as Documentation Agent (in such capacity, Document

Consent and Amendment No. 2 to First Lien Credit and Guaranty Agreement and Amendment No. 1 to Pledge and Security Agreement (First Lien) (August 20th, 2009)

CONSENT AND AMENDMENT NO. 2 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (FIRST LIEN), dated as of August 18, 2009 (this Agreement), among X-RITE, INCORPORATED, a Michigan corporation, and successor by merger to OTP, Incorporated, X-Rite Ma, Incorporated, Monaco Acquisition Company, Holovision Acquisition Company and Pantone India, Inc. (the Company), X-RITE GLOBAL, INCORPORATED, a Michigan corporation (X-Rite Global), X-RITE HOLDINGS, INC., a Michigan corporation (X-Rite Holdings), XR VENTURES, LLC, a Michigan limited liability company (XR Ventures), GRETAGMACBETH, LLC, a Delaware limited liability company (GretagMacbeth), PANTONE, INC., a Delaware corporation (Pantone), PANTONE ASIA, INC., a Delaware corporation (Pantone Asia), PANTONE GERMANY, INC., a Delaware corporation Pantone Germany), PANTONE JAPAN, INC., a Delaware corporation (Pantone Japan), PANTONE U.K., INC., a Delaware corporation (Pantone UK), the other Persons party he

Consent and Amendment No. 2 to First Lien Credit and Guaranty Agreement and Amendment No. 1 to Pledge and Security Agreement (First Lien) (August 20th, 2009)

CONSENT AND AMENDMENT NO. 2 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (FIRST LIEN), dated as of August 18, 2009 (this Agreement), among X-RITE, INCORPORATED, a Michigan corporation, and successor by merger to OTP, Incorporated, X-Rite Ma, Incorporated, Monaco Acquisition Company, Holovision Acquisition Company and Pantone India, Inc. (the Company), X-RITE GLOBAL, INCORPORATED, a Michigan corporation (X-Rite Global), X-RITE HOLDINGS, INC., a Michigan corporation (X-Rite Holdings), XR VENTURES, LLC, a Michigan limited liability company (XR Ventures), GRETAGMACBETH, LLC, a Delaware limited liability company (GretagMacbeth), PANTONE, INC., a Delaware corporation (Pantone), PANTONE ASIA, INC., a Delaware corporation (Pantone Asia), PANTONE GERMANY, INC., a Delaware corporation Pantone Germany), PANTONE JAPAN, INC., a Delaware corporation (Pantone Japan), PANTONE U.K., INC., a Delaware corporation (Pantone UK), the other Persons party he

AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of March 16, 2007 Among DTN, INC., as Borrower DTN HOLDING COMPANY, INC., DTN, LLC, DTN INFORMATION SERVICES LLC, DTN HOLDCO CORPORATION, and CERTAIN SUBSIDIARIES OF DTN HOLDCO CORPORATION, as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger, Sole Bookrunner and Sole Syndication Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and Collateral Agent, $267,000,000 First Lien Senior Secured Credit Facilities (March 18th, 2009)

This AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of March 16, 2007, is entered into by and among DTN, INC. (formerly known as DATA TRANSMISSION NETWORK CORPORATION), a Delaware corporation (Company), DTN HOLDING COMPANY, INC., a Delaware corporation (as successor in interest to DTN HOLDING COMPANY, LLC, a Delaware limited liability company) (together with its permitted successors, Holdings), DTN HOLDCO CORPORATION (formerly known as DTN CORPORATION), a Delaware corporation (DTN Corporation), DTN, LLC, a Delaware limited liability company (DTN LLC), DTN INFORMATION SERVICES LLC, a Delaware limited liability company (DTN Information and, together with DTN Corporation and DTN LLC, together with their permitted successors, the Holdcos), CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (GSCP), as Lead Arranger, Sole Bookrunner and Sole Syndication Agent (in such capacities, Syndication

First Amendment, Consent and Waiver to Amended and Restated First Lien Credit and Guaranty Agreement (March 18th, 2009)

This First Amendment and Consent to Amended and Restated First Lien Credit and Guaranty Agreement (this Amendment) is entered into as of September 15, 2008 by and among DTN, Inc., as borrower (Company), DTN Holding Company, Inc. (Holdings), DTN, LLC, DTN Information Services LLC, DTN HoldCo Corporation and certain subsidiaries of DTN HoldCo Corporation, as guarantors (such entities, collectively, with Holdings, Guarantors), General Electric Capital Corporation, as administrative agent (Agent) and Lenders signatory hereto.

Forbearance Agreement and Consent, Waiver and Amendment No. 1 to First Lien Credit and Guaranty Agreement (August 25th, 2008)

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 Delawar

Forbearance Agreement and Consent, Waiver and Amendment No. 1 to First Lien Credit and Guaranty Agreement (August 25th, 2008)

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 Delawar

US Power Generating CO – $1,450,000,000 FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of December 21, 2006 Among BOSTON GENERATING, LLC as Borrower and THE GUARANTORS as Guarantors and THE INITIAL LENDERS, SYNTHETIC ISSUING BANKS AND FRONTING BANK NAMED HEREIN as Initial Lenders, Synthetic Issuing Banks and Fronting Bank and CREDIT SUISSE as First Lien Collateral Agent and CREDIT SUISSE as Administrative Agent and CREDIT SUISSE SECURITIES (USA) LLC AND GOLDMAN SACHS CREDIT PARTNERS L.P. As Co-Syndication Agents and as Co-Documentation Agents and CREDIT SUISSE SECURITIES (USA) LLC AND GOLDMAN SACHS CREDIT PARTNERS (August 12th, 2008)

BOSTON GENERATING, LLC FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of December 21, 2006 among BOSTON GENERATING, LLC, a Delaware limited liability company (the Borrower), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Fronting Bank (as hereinafter defined), the Synthetic Issuing Bank (as hereinafter defined), CREDIT SUISSE, CAYMAN ISLANDS BRANCH (CS), as first lien collateral agent (together with any successor collateral agent appointed pursuant to Section 7 of the Intercreditor Agreement, the First Lien Collateral Agent) for the First Lien Secured Parties (as hereinafter defined), CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as co-syndication agents (together with any successor co-syndication agents, the Co-Syndication Agents), CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as co-documentation agents (together with any successor co-documentation agents, the Co-Documentation Agents), CRE

AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of March 8, 2007 as Amended and Restated as of May 20, 2008 Among MOVIE GALLERY, INC., CERTAIN SUBSIDIARIES OF MOVIE GALLERY, INC. As Guarantors, VARIOUS LENDERS and WILMINGTON TRUST COMPANY, as Administrative Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent $626,488,750 Senior Secured First Priority Credit Facilities (May 28th, 2008)

This AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of March 8, 2007, as amended and restated as of May 20, 2008, is entered into by and among MOVIE GALLERY, INC., a Delaware corporation (Borrower), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, WILMINGTON TRUST COMPANY (Wilmington), as Administrative Agent (together with its permitted successors in such capacity, Administrative Agent) DEUTSCHE BANK TRUST COMPANY AMERICAS (DBTCA) as Collateral Agent (together with its permitted successors in such capacity, Collateral Agent).

Paramount Acquisition – First Amendment to First Lien Credit and Guaranty Agreement (April 4th, 2008)

THIS FIRST AMENDMENT (this "Amendment") TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT (as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms, the "Credit Agreement") is dated as of March 28, 2008 and is entered into by and among CHEM RX CORPORATION, a Delaware corporation (the "Borrower''), the Subsidiaries of the Borrowerlisted on the signature pages hereto (the "Guarantors"), CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY ("CIBC"), as Administrative Agent ("Administrative Agent") and Collateral Agent, the Lenders from time to time party thereto and CIBC WORLD MARKETS CORP., as Sole Lead Arranger and Sole Book Runner. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of October 24, 2007 Among X-Rite, INCORPORATED, as Company, CERTAIN SUBSIDIARIES OF X-Rite, INCORPORATED, as Guarantors, VARIOUS LENDERS, FIFTH THIRD BANK, a Michigan Banking Corporation, as Administrative Agent and Collateral Agent, MERRILL LYNCH CAPITAL, a DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as Syndication Agent, NATIONAL CITY BANK, as Co-Documentation Agent, and LASALLE BANK MIDWEST, N.A., as Co-Documentation Agent. $310,000,000 Senior Secured First Priority Credit Facilities FIFTH THIRD BANK, as Co-Lead Arranger and (March 13th, 2008)

This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of October 24, 2007, is entered into by and among X-RITE, INCORPORATED, a Michigan corporation (Borrower or Company), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, FIFTH THIRD BANK, a Michigan banking corporation (in its individual capacity, Fifth Third), as administrative agent (in such capacity, together with its permitted successors in such capacity, Administrative Agent) and as collateral agent (in such capacity, together with its permitted successor in such capacity, Collateral Agent), MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. (in its individual capacity, Merrill Lynch), as syndication agent (in such capacity, Syndication Agent), NATIONAL CITY BANK (in its individual capacity, National City), as co-documentation agent (in such capacity, the National City Co-Documentation Agent), LASALLE BANK MIDWEST N.A., as co-documentation agent (in such

Kgen Power Corp – First Lien Credit and Guaranty Agreement (November 23rd, 2007)

This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of February 8, 2007 (this "Agreement"), is entered into by and among KGEN LLC, a Delaware limited liability company (the "Borrower"), the GUARANTORS (as hereinafter defined), the LENDERS party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC. ("MSSF"), as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), MORGAN STANLEY & CO. INCORPORATED, as sole lead arranger, sole bookrunner and syndication agent ("Morgan Stanley"), UNION BANK OF CALIFORNIA, N.A., as issuer of the Working Capital Letters of Credit (together with its successors and assigns in such capacity, the "Working Capital LC Bank") and as issuer of the Synthetic Letters of Credit (together with its successors and assigns in such capacity, the "Synthetic LC Bank"), UNION BANK OF CALIFORNIA, N.A., as collateral agent for the Secured Parties (as hereinafter defined) (together with its succe

Paramount Acquisition – First Lien Credit and Guaranty Agreement Dated as of October 26, 2007 Among Chem Rx Corporation, Certain Subsidiaries of Chem Rx Corporation, as Guarantors, Various Lenders, Cibc World Markets Corp., as Sole Lead Arranger and Sole Book Runner, (November 1st, 2007)

This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of October 26, 2007, is entered into by and among CHEM RX CORPORATION (formerly Paramount Acquisition Corp.), a Delaware corporation (Borrower), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, CIBC WORLD MARKETS CORP. (CIBC WM), as Sole Lead Arranger and Sole Book Runner (in such respective capacities, Lead Arranger and Book Runner), and CANADIAN IMPERIAL BANK OF COMMERCE, New York Agency (CIBC), as Administrative Agent and Collateral Agent (in such respective capacities, Administrative Agent and Collateral Agent).

Paramount Acquisition – EXHIBIT G TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT FIRST LIEN PLEDGE AND SECURITY AGREEMENT Dated as of October 26, 2007 Among CHEM RX CORPORATION, EACH OF THE OTHER GRANTORS PARTY HERETO and CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as the Collateral Agent (November 1st, 2007)

This FIRST LIEN PLEDGE AND SECURITY AGREEMENT, dated as of October 26, 2007 (this Agreement), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a Grantor), and Canadian Imperial Bank of Commerce, New York Agency, as Collateral Agent for the Secured Parties (as herein defined) (in such capacity as Collateral Agent, the Collateral Agent).

AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of May 16, 2007 Among AUDATEX NORTH AMERICA, INC., as U.S. Borrower, SOLERA NEDERLAND HOLDING B.V. And AUDATEX HOLDINGS IV B.V., as Euro Borrowers, AUDATEX HOLDINGS, LLC, as Holdings and a Guarantor, CERTAIN SUBSIDIARIES OF AUDATEX HOLDINGS, LLC, as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger, Syndication Agent, Joint Bookrunner, Administrative Agent and Collateral Agent, CITIGROUP GLOBAL MARKETS, INC., as Joint Bookrunner, and CITICORP USA, INC., as Documentation Agent $50,000,000 Seni (June 25th, 2007)

This AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of May 16, 2007, is entered into by and among AUDATEX NORTH AMERICA, INC., a Delaware corporation (U.S. Borrower), SOLERA NEDERLAND HOLDING B.V. (formerly known as Business Services Group Holdings B.V.), a company organized under the laws of the Netherlands (EuroCo and a Euro Borrower), AUDATEX HOLDINGS IV B.V., a company organized under the laws of the Netherlands (EuroHoldco and a Euro Borrower; together with EuroCo, the Euro Borrowers; and the Euro Borrowers, collectively with the U.S. Borrower, the Borrowers), AUDATEX HOLDINGS, LLC, a Delaware limited liability company (Holdings) and CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (GSCP), as Lead Arranger (in such capacity, Lead Arranger), as Syndication Agent (in such capacity, Syndication Agent), as Joint Bookrunner, as Administrative Agent (together with its permitted s

Third Amendment to First Lien Credit and Guaranty Agreement and Waiver (March 20th, 2007)

THIS THIRD AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT AND WAIVER dated as of March 19, 2007 (the Agreement) is entered into among GENTEK INC., a Delaware corporation (Holdings), GENTEK HOLDING, LLC, a Delaware limited liability company (the Borrower), certain Subsidiaries of the Borrower, as Guarantors, the Lenders party hereto, Bank of America, N.A. (BOFA), as Collateral Agent and Co-Administrative Agent and General Electric Capital Corporation, as Co-Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of March 8, 2007 Among MOVIE GALLERY, INC., CERTAIN SUBSIDIARIES OF MOVIE GALLERY, INC. As Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger and Syndication Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent and WACHOVIA BANK, NATIONAL ASSOCIATION, as Collateral Agent and Documentation Agent $725,000,000 Senior Secured First Priority Credit Facilities (March 14th, 2007)

This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of March 8, 2007, is entered into by and among MOVIE GALLERY, INC., a Delaware corporation (Borrower), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (GSCP), as Syndication Agent (in such capacity, Syndication Agent) and as Administrative Agent (together with its permitted successors in such capacity, Administrative Agent), and WACHOVIA BANK, NATIONAL ASSOCIATION (Wachovia) as Collateral Agent (together with its permitted successors in such capacity, Collateral Agent) and as Documentation Agent (in such capacity, Documentation Agent).

AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of June 30, 2006 Among X-Rite, INCORPORATED, as Borrower CERTAIN SUBSIDIARIES OF X-Rite, INCORPORATED, as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger and Bookrunner and GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent and Collateral Agent and MERRILL LYNCH CAPITAL, a DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as Syndication Agent (August 10th, 2006)

This AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of June 30, 2006, is entered into by and among X-RITE, INCORPORATED, a Michigan corporation (Borrower or Company), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (GSCP), as Lead Arranger, Bookrunner and Administrative Agent (in such capacity, together with its permitted successors in such capacity, Administrative Agent) and as Collateral Agent (in such capacity, together with its permitted successor in such capacity, Collateral Agent) and MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. (in such capacity, Syndication Agent).

Second Amendment to First Lien Credit and Guaranty Agreement (August 9th, 2006)

THIS SECOND AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of July __, 2006 (the Amendment) is entered into among GENTEK HOLDING, LLC, a Delaware limited liability company (the Borrower), GENTEK INC., a Delaware corporation (Holdings), certain Subsidiaries of the Borrower, as Guarantors, the Lenders party hereto, Bank of America, N.A. (BOFA), as Collateral Agent and Co-Administrative Agent and General Electric Capital Corporation, as Co-Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

First Amendment to First Lien Credit and Guaranty Agreement and Pledge and Security Agreement (May 2nd, 2006)

THIS FIRST AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT AND PLEDGE AND SECURITY AGREEMENT dated as of April 26, 2006 (the Amendment) is entered into among GENTEK HOLDING, LLC, a Delaware limited liability company (the Borrower), GENTEK INC., a Delaware corporation (Holdings), certain Subsidiaries of the Borrower, as Guarantors, the Lenders, Bank of America, N.A. (BOFA), as Collateral Agent and Co-Administrative Agent and General Electric Capital Corporation, as Co-Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).