FOURTH AMENDMENT TO CREDIT ANDGUARANTY AGREEMENT
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.
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
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]
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]
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]
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]