UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 2010 (March 2, 2010)
AMERICAN REPROGRAPHICS COMPANY
 (Exact name of registrant as specified in its charter)

STATE OF DELAWARE	 	001-32407	 	20-1700361	
(State or other Jurisdiction of Incorporation)	 	(Commission File Number)	 	(IRS Employer Identification No.)	
 	 	 	
1981 N. Broadway, Suite 385, Walnut Creek, California	 	94596	
(Address of Principal Executive Offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (925) 949-5100

 	
(Former name or former address if changed since last report.)	
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01. Entry into a Material Definitive Agreement.
Amendment of Credit and Guaranty Agreement.
On March 2, 2010 (the “Effective Date”), American Reprographics Company (the “Company”) and American Reprographics Company, L.L.C. (the “Borrower”), a subsidiary of the Company, entered into a Fourth Amendment to Credit and Guaranty Agreement (the “Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party to the Amendment. Capitalized terms used below but not otherwise defined have the meanings given to them in the Amendment or, if not defined in the Amendment, in the Credit Agreement (as defined below).
Pursuant to the Amendment, the definition of “Creditable Excess Cash” in the Company’s Credit and Guaranty Agreement dated as of December 6, 2007, as amended (the “Credit Agreement”) was amended to clarify that cash included in this definition is based on Cash and Cash Equivalents of the Company and its Subsidiaries in conformity with GAAP. Prior to the Amendment, the definition of “Creditable Excess Cash” did not include an explicit reference to utilizing Cash and Cash Equivalents in conformity with GAAP.
The description of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.  
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 

 	 	 	
Exhibit No.	 	Description	

10.1	 	Fourth Amendment to Credit and Guaranty Agreement dated as of March 2, 2010 by and among American Reprographics Company, American Reprographics Company, L.L.C., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other lenders named therein.	

 
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	 	AMERICAN REPROGRAPHICS COMPANY	
Dated: March 5, 2010	 	 	 	 	
 	 	By:  	 	/s/ KUMARAKULASINGAM SURIYAKUAMAR	
 	 	 	 	 	
 	 	 	 	Kumarakulasingam Suriyakumar 	
 	 	 	 	Chief Executive Officer and President	

 

 
EXHIBIT INDEX 

 	 	 	
Exhibit No.	 	Description	

10.1	 	Fourth Amendment to Credit and Guaranty Agreement dated as of March 2, 2010 by and among American Reprographics Company, American Reprographics Company, L.L.C., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other lenders named therein.	

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]