EX-10.1 2 c97440exv10w1.htm EXHIBIT 10.1 Exhibit 10.1

Exhibit 10.1

EXECUTION VERSION

FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of March 2, 2010 (this “Amendment”) by and among AMERICAN REPROGRAPHICS COMPANY, L.L.C., a California limited liability company (the “Borrower”), AMERICAN REPROGRAPHICS COMPANY, a Delaware corporation (“Holdings”), JPMorgan Chase Bank, N.A, as Administrative Agent and Collateral Agent, and the Lenders party hereto (which Lenders constitute, in the aggregate, the Required Lenders). 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).

RECITALS

WHEREAS, Holdings, the Borrower, certain Subsidiaries of the Borrower, the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent are parties to that certain Credit and Guaranty Agreement dated as of December 6, 2007 (as amended from time to time, the “Credit Agreement”);

WHEREAS, the parties hereto wish to amend the Credit Agreement as provided herein; and

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

Section 1. Amendment.

The definition of “Creditable Excess Cash” in Section 1.01 of the Credit Agreement is hereby amended by replacing “the Credit Parties” with “Holdings and its Subsidiaries in conformity with GAAP”.

Section 2. Miscellaneous.

(a) This Amendment shall constitute a Credit Document.

(b) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(c) Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

(d) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

1


 

Section 3. Conditions Precedent to Effectiveness. This Amendment shall become effective on the date on which each of the following conditions shall have been satisfied (the date on which such conditions have been satisfied, the “Fourth Amendment Effective Date”):

(a) The Administrative Agent shall have received counterparts of this Amendment duly executed by Holdings, the Borrower and the Required Lenders; and

(b) The Administrative Agent shall have received all fees and expenses payable by the Borrower pursuant to Section 10.03(a) of the Credit Agreement (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) for which invoices have been submitted prior to the Fourth Amendment Effective Date.

[remainder of page intentionally left blank]

 

2

 

2


 

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

     
  AMERICAN REPROGRAPHICS COMPANY,
a Delaware corporation, as Holdings
     
  By: /s/ JONATHAN R. MATHER
    Name: Jonathan R. Mather
Title: Chief Financial Officer
     
  AMERICAN REPROGRAPHICS COMPANY, L.L.C.,
a California limited liability company, as the Borrower
     
  By: /s/ JONATHAN R. MATHER
    Name: Jonathan R. Mather
Title: Chief Financial Officer

[Fourth Amendment to Credit and Guaranty Agreement]

 

3


 

     
  JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
     
  By: /s/ ANTHONY W. WHITE
    Name: Anthony W. White
Title: Vice President

[Fourth Amendment to Credit and Guaranty Agreement]

 

4


 

         
LENDERS: 
       
    Bank of America, N.A.
    as a Revolving and Term Lender
     
    By:   /s/ TASNEEM A. EBRAHIM
       
 
    Name: Tasneem A. Ebrahim
Title: Senior Vice President
         
    WELLS FARGO BANK, N.A.
as a Revolving and Term Lender
     
    By: /s/ KEITH W. ENDERSEN
       
      Name: Keith W. Endersen
      Title: Senior Vice President
         
    JPMORGAN CHASE BANK, N.A.,
as a Revolving and Term Lender
     
    By: /s/ ANTHONY W. WHITE
       
      Name: Anthony W. White
Title: Vice President
         
    WACHOVIA BANK, NATIONAL ASSOICATION
as a Revolving and Term Lender
     
    By: /s/ TRAY JONES
       
      Name: Tray Jones
Title: Vice President
         
    SCOTIABANC INC.
as Term Lender
     
    By: /s/ H. THIND
       
      Name: H. Thind
Title: Director
         
    THE BANK OF NOVA SCOTIA,.
as a Revolving Lender
     
    By: /s/ PATRIK G. NORRIS
       
      Name: Patrik G. Norris
Title: Director

[Fourth Amendment to Credit and Guaranty Agreement]

 

5


 

         
    COMPASS BANK, SUCCESSOR IN INTEREST TO
GUARANTY BANK
as a Revolving and Term Lender
     
    By: /s/ ANDREW WIDMER
       
      Name: Andrew Widmer
Title: Vice President
     
  CITIBANK, N.A.
as a Revolving and Term Lender
     
  By: /s/ RITA RAYCHAUDHURI
     
    Name: Rita Raychaudhuri
Title: Senior Vice President
     
  UNION BANK, N.A., formerly known as Union
Bank of California
as a Revolving and Term Lender
     
  By: /s/ PETER THOMPSON
     
    Name: Peter Thompson
Title: Vice President
     
  MANUFACTURERS BANK
as a Revolving and Term Lender
     
  By: /s/ MAUREEN KELLY
     
    Name: Maureen Kelly
Title: Vice President

[Fourth Amendment to Credit and Guaranty Agreement]

 

6