Exhibit 10.34
CONFIDENTIAL EXECUTION
AMERICAN REPROGRAPHICS COMPANY, L.L.C.
SECOND AMENDMENT TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT
This SECOND AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT,
dated as of February 4, 2005 (this "AMENDMENT"), is entered into by and among
AMERICAN REPROGRAPHICS COMPANY, L.L.C., a California limited liability company
(the "COMPANY"), AMERICAN REPROGRAPHICS HOLDINGS, L.L.C., (f/k/a Ford Graphics
Holdings, L.L.C.) a California limited liability company ("AR HOLDINGS"),
AMERICAN REPROGRAPHICS COMPANY, a Delaware corporation ("HOLDINGS"), the CREDIT
SUPPORT PARTIES listed on the signature pages hereto, the Lenders listed on the
signature pages hereto, GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative
Agent (together with its permitted successors in such capacity, "ADMINISTRATIVE
AGENT") and as Collateral Agent, XXXXXXX XXXXX CREDIT PARTNERS L.P., as Lead
Arranger, Sole Bookrunner, and as Syndication Agent (in such capacities,
"SYNDICATION AGENT"), and is made with reference to that certain First Lien
Credit and Guaranty Agreement, dated as of December 18, 2003 (as amended through
the date hereof, the "CREDIT AGREEMENT"). Capitalized terms used herein not
otherwise defined herein or otherwise amended hereby shall have the meanings
ascribed thereto in the Credit Agreement.
RECITALS:
WHEREAS, AR Holdings has requested that the Lenders agree to make
amendments to certain provisions of the Credit Agreement in connection with the
proposed initial public offering of Holdings;
WHEREAS, Holdings intends to use the proceeds of the initial public
offering to allow Company to pay down Indebtedness and to allow AR Holdings to
make a Restricted Junior Payment to the holders of certain Capital Stock of AR
Holdings;
WHEREAS, all references to Holdings in the Credit Agreement shall
hereafter be references to American Reprographics Company, a Delaware
corporation; and
WHEREAS, the Lenders have agreed to amend certain provisions of the
Credit Agreement, in each case in the manner, and on the terms and conditions,
provided for herein.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION I. AMENDMENTS TO CREDIT AGREEMENT
Upon satisfaction of the conditions set forth in Section III herein, the
Credit Agreement shall be amended as follows in this Section I:
A. AMENDMENTS TO SECTION 1: DEFINITIONS
(i) Section 1.1 of the Credit Agreement is hereby amended by
adding the following definitions in proper alphabetical sequence:
"'AR HOLDINGS' shall mean American Reprographics Holdings, L.L.C.
(f/k/a Ford Graphics Holdings, L.L.C.) a California limited liability
company."
"'INITIAL PUBLIC OFFERING' means the initial public offering of
Capital Stock of Holdings in an aggregate minimum amount of net
proceeds to Holdings of $70,000,000."
"'SECOND AMENDMENT' means that certain Second Amendment to First
Lien Credit and Guaranty Agreement dated as of February 4, 2005, among
the Company, Holdings, Administrative Agent, Syndication Agent, and
the financial institutions and the Credit Support Parties listed on
the signature pages thereto."
"'SECOND AMENDMENT EFFECTIVE DATE' means the Second Amendment
Effective Date, as defined in the Second Amendment."
(ii) The definition of "CHANGE OF CONTROL", "HOLDINGS", "HOLDINGS
OPERATING AGREEMENT", "INVESTOR NOTES", "INVESTOR REGISTRATION RIGHTS
AGREEMENT", "INVESTOR UNITHOLDERS AGREEMENT", "SENIOR NOTE INDENTURES",
"WARRANT AGREEMENT" and "WARRANTS" in Section 1.1 of the Credit Agreement
are hereby amended and restated in their entirety to read as follows:
"'CHANGE OF CONTROL' means, at any time, (i) (x) prior to the
consummation of an initial public offering of Holdings, Sponsor,
Xxxxxxxxxxxxx Xxxxxxxxxxxx or Kumarakulasingam Xxxxxxxxxxx shall
collectively cease to beneficially own and control at least 75% on a
fully diluted basis of the economic and voting interests in the
Capital Stock of Holdings and (y) after the consummation of any
initial public offering of Holdings, Sponsor, Xxxxxxxxxxxxx
Xxxxxxxxxxxx or Kumarakulasingam Xxxxxxxxxxx shall collectively cease
to beneficially own and control at least 45% on a fully diluted basis
of the economic and voting interests in the Capital Stock of Holdings;
(ii) any Person or "group" (within the meaning of Rules 13d-3 and
13d-5 under the Exchange Act) other than Sponsor, Xxxxxxxxxxxxx
Xxxxxxxxxxxx or Kumarakulasingam Xxxxxxxxxxx (a) shall have acquired
beneficial ownership of 25% or more
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on a fully diluted basis of the voting and/or economic interest in the
Capital Stock of Holdings 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 Holdings; (iii)
Holdings shall cease to beneficially own and control 100% on a fully
diluted basis of the economic and voting interest in the Capital Stock
of AR Holdings; (iv) AR Holdings shall cease to beneficially own and
control 100% on a fully diluted basis of the economic and voting
interest in the Capital Stock of Company; or (v) the majority of the
seats (other than vacant seats) on the board of directors (or similar
governing body) of Holdings cease to be occupied by Persons who either
(a) were members of the board of advisors of Holdings on the Second
Amendment Effective Date or (b) were appointed to the board of
advisors in accordance with the provisions of the Holdings by-laws."
"'HOLDINGS' shall mean American Reprographics Company, a Delaware
corporation."
"'HOLDINGS OPERATING AGREEMENT' means the Amended and Restated
Operating Agreement of AR Holdings dated as of April 10, 2000, as
amended through the Closing Date and as such agreement may be further
amended, restated, supplemented or otherwise modified from time to
time to the extent permitted under Section 6.15."
"'INVESTOR NOTES' means, collectively, any unsecured promissory
notes issued by AR Holdings to ARC Acquisition Co., L.L.C., in
accordance with Section 6.1(c) of the Holdings Operating Agreement,
which notes are expressly subordinated and made junior to the payment
and performance in full of all the Obligations, each of which shall be
substantially in the form of Exhibit B to the Holdings Operating
Agreement, as such notes may be amended, restated, supplemented or
otherwise modified from time to time to the extent permitted under
Section 6.16."
"'INVESTOR REGISTRATION RIGHTS AGREEMENT' means the Investor
Registration Rights Agreement, dated April 10, 2000 by and among AR
Holdings, ARC Acquisition Co., L.L.C., GS Mezzanine Partners II, L.P.,
and GS Mezzanine Partners II Offshore, L.P. and certain other parties
signatory thereto as in effect on the Closing Date and as such
agreement may thereafter be amended, restated, supplemented or
otherwise modified from time to time to the extent permitted under
Section 6.15."
"'INVESTOR UNITHOLDERS AGREEMENT' means the Investor Unitholders
Agreement dated April 10, 2000 by and among AR Holdings, ARC
Acquisition Co., L.L.C., GS Mezzanine Partners II, L.P., and GS
Mezzanine Partners II Offshore, L.P. as in effect on the Closing Date
and as such agreement may thereafter be amended, restated,
supplemented or
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otherwise modified from time to time to the extent permitted under
Section 6.15."
"'SENIOR NOTE INDENTURES' means each of (i) that certain
Indenture dated as of April 10, 2000 by and among Company, the
Subsidiaries of Company party thereto, and Wilmington Trust Company,
as trustee and (ii) that certain Indenture dated as of April 10, 2000
by and among AR Holdings and Wilmington Trust Company, as trustee, in
each case as such indentures may have been amended, restated,
supplemented or otherwise modified from time to time."
"'WARRANT AGREEMENT' means the Warrant Agreement dated as of
April 10, 2000 among AR Holdings, GS Mezzanine Partners II, L.P. and
GS Mezzanine Partners II Offshore, L.P., as amended on September 8,
2000, and as such agreement may be further amended, restated,
supplemented or otherwise modified from time to time to the extent
permitted under Section 6.15."
"'WARRANTS' means the warrants to acquire 3,896.14 common units
of AR Holdings issued by Company to GS Mezzanine Partners II, L.P., GS
Mezzanine Partners II Offshore, L.P., Stone Street Fund 2000, L.P. and
Bridge Street Special Opportunities Fund 2000, L.P. and any additional
warrants to acquire common units of AR Holdings pursuant to the
Warrant Agreement, as such warrants are in effect on the dates of
their respective issuances and as such warrants may thereafter be
amended, restated, supplemented or otherwise modified from time to
time to the extent permitted under Section 6.15."
B. AMENDMENTS TO SECTION 2: LOANS AND LETTERS OF CREDIT
Section 2.14 of the Credit Agreement is hereby amended by adding
the following at the end of clause (c):
"Notwithstanding anything to the contrary set forth in this
section 2.14(c), Company shall prepay the Loans outstanding under the
Credit Agreement in an aggregate amount equal to the proceeds to Holdings
from the Initial Public Offering (net of underwriting discounts and
commissions and other reasonable costs and expenses associated therewith,
including reasonable legal fees and expenses) minus the sum of (i) the
Restricted Junior Payment made pursuant to Section 6.5(j) and (ii) the
amount paid to the Lenders under the Second Lien Credit Agreement pursuant
to Section 2.14(c) of the Second Lien Credit Agreement."
C. AMENDMENTS TO SECTION 6: NEGATIVE COVENANTS
(i) Section 6.5 of the Credit Agreement is hereby amended by deleting
the word "and" at the end of clause (h), replacing the "." with "; and" at
the end of clause (i), and by adding the following clause to Section 6.5:
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"(j) AR Holdings may make Restricted Junior Payments to certain
holders of preferred Capital Stock of AR Holdings in an amount not to
exceed $28,500,000 using solely the proceeds of the Initial Public
Offering, so long as (x) the requirements of Section 2.14(c) of the
Credit Agreement and Section 2.14(c) of the Second Lien Credit
Agreement are met and all prepayments required thereby have been paid
and (y) at the time of each such Restricted Junior Payment and
immediately after giving effect thereto, no Default or Event of
Default shall have occurred and be continuing."
(ii) Section 6.9 of the Credit Agreement is hereby amended by deleting
clause (e) in its entirety and replacing it with the following:
"(e) Permitted Acquisitions, the cash consideration for which
constitutes (i) for so long as the Leverage Ratio is greater than or
equal to 3.0:1.0, less than $12,500,000 in the aggregate in any Fiscal
Year and (ii) at any time after the Leverage Ratio has fallen below
3.0:1.0, less than $25,000,000 in the aggregate in any Fiscal Year;"
(iii) Section 6.14 of the Credit Agreement is hereby amended by
deleting the Section in its entirety and replacing it with the following:
"PERMITTED ACTIVITIES OF HOLDINGS AND AR HOLDINGS
(b) (a) Holdings shall not (i) incur, directly or indirectly, any
Indebtedness or any other obligation - or liability whatsoever other than
the Indebtedness and obligations under the Related Agreements; (ii) create
or suffer to exist any Lien upon any property or assets now owned or
hereafter acquired by it other than the Liens created under the Collateral
Documents to which it is a party or permitted pursuant to Section 6.2;
(iii) engage in any business or activity or own any assets other than (w)
holding 100% of the Capital Stock of AR Holdings, (x) performing its
obligations and activities incidental thereto under the Credit Documents,
and to the extent not inconsistent therewith, the Related Agreements; (y)
paying general administrative costs and expenses in the ordinary course of
business; and (z) making Restricted Junior Payments and Investments to the
extent permitted by this Agreement; (iv) consolidate with or merge with or
into, or convey, transfer or lease all or substantially all its assets to,
any Person; (v) sell or otherwise dispose of any Capital Stock of any of
its Subsidiaries; (vi) create or acquire any Subsidiary or make or own any
Investment in any Person other than AR Holdings; or (vii) fail to hold
itself out to the public as a legal entity separate and distinct from all
other Persons.
(b) AR Holdings shall not (i) incur, directly or indirectly, any
Indebtedness or any other obligation or liability whatsoever other than the
Indebtedness and obligations under the Related Agreements; (ii) create or
suffer to exist any Lien upon any property or assets now owned or hereafter
acquired by it other than the Liens created under the Collateral Documents
to which it is a party or permitted pursuant to Section 6.2; (iii) engage
in any business or activity or own any assets other than (w) holding 100%
of the Capital Stock of Company, (x) performing its obligations and
activities incidental thereto under the Credit Documents, and to the extent
not inconsistent therewith, the Related Agreements; (y) paying general
administrative costs and expenses in the ordinary course
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of business; (z) making Restricted Junior Payments and Investments to the
extent permitted by this Agreement; and (zz) holding the Capital Stock of
American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not
own any assets and thereafter shall not engage in any business or other
activity; (iv) consolidate with or merge with or into, or convey, transfer
or lease all or substantially all its assets to, any Person; (v) sell or
otherwise dispose of any Capital Stock of any of its Subsidiaries; (vi)
create or acquire any Subsidiary or make or own any Investment in any
Person other than Company; or (vii) fail to hold itself out to the public
as a legal entity separate and distinct from all other Persons."
SECTION II. CONDITIONS PRECEDENT TO EFFECTIVENESS
The amendments set forth in Section I hereof shall be effective on and
as of the date hereof (the "SECOND AMENDMENT EFFECTIVE DATE") upon the
satisfaction or waiver by the Requisite Lenders, on or after the date hereof, of
the following conditions:
(i) The Administrative Agent shall have received, for
distribution to all Lenders executing this Amendment by no later than
January 10, 2005, an amendment fee equal to 0.05% of such Lenders'
outstanding Loans and Commitments on the Second Amendment Effective Date.
(ii) The Company, the Borrowers, the other Credit Parties and the
Requisite Lenders shall have indicated their consent by the execution and
delivery of the signature pages hereof to the Administrative Agent.
(iii) The Administrative Agent shall have received a certificate
from the Company, certifying that as of the Second Amendment Effective
Date, the representations and warranties contained in Section III herein
and in the other Credit Documents are true and correct in all material
respects on and as of the Second Amendment Effective Date to the same
extent as though made on and as of the Second Amendment Effective Date,
except to the extent such representations and warranties specifically
relate to an earlier date, in which case such representations and
warranties are true and correct in all material respects on and as of such
earlier date.
(iv) The Administrative Agent shall have received a fully
executed Counterpart Agreement from Holdings indicating that Holdings has
become a Guarantor and Credit Party under the Credit Agreement and a
Grantor under the Pledge and Security Agreement.
(v) The Administrative Agent shall have received (x) pledged
stock in AR Holdings and (y) UCC-1 financing statements filed against
Holdings.
(vi) The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Second Amendment Effective
Date, including, to the extent invoiced, reimbursement or other payment of
all out-of-pocket expenses required to be reimbursed or paid by Borrower
hereunder or any other Credit Document.
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(vii) The Administrative Agent shall have received a certificate
from the Company, certifying that as of the Second Amendment Effective Date
(after giving effect to the amendments contained herein), no event shall
have occurred and be continuing that would constitute an Event of Default
or a Default.
(viii) The Administrative Agent and Lenders shall have received
such other documents and information regarding Credit Parties and the
Credit Agreement as the Administrative Agent or Lenders may have reasonably
requested prior to the date hereof.
SECTION III. REPRESENTATIONS AND WARRANTIES
A. CORPORATE POWER AND AUTHORITY.
Each Credit Party has all requisite corporate power and authority to enter
into this Amendment and to carry out the transactions contemplated by, and
perform its obligations under, this Amendment.
B. AUTHORIZATION OF AGREEMENTS.
The execution and delivery of this Amendment has been duly authorized by
all necessary corporate or partnership (as applicable) action on the part of
each Credit Party.
C. NO CONFLICT.
The execution and delivery by each Credit Party of this Amendment and the
performance by each Credit Party of the Amended Agreement and the other Credit
Documents do not and will not (i) violate (A) any provision of any law, statute,
rule or regulation, or of the certificate or articles of incorporation or
partnership agreement, other constitutive documents or by-laws of Holdings,
Borrower or any Credit Party or (B) any applicable order of any court or any
rule, regulation or order of any Governmental Authority, (ii) be in conflict
with, result in a breach of or constitute (alone or with notice or lapse of time
or both) a default under any Contractual Obligation of the applicable Credit
Party, where any such conflict, violation, breach or default referred to in
clause (i) or (ii) of this Section III.C., individually or in the aggregate
could reasonably be expected to have a Material Adverse Effect, (iii) except as
permitted under the Amended Agreement, result in or require the creation or
imposition of any Lien upon any of the properties or assets of each Credit Party
(other than any Liens created under any of the Credit Documents in favor of
Administrative Agent on behalf of Lenders), or (iv) require any approval of
stockholders or partners or any approval or consent of any Person under any
Contractual Obligation of each Credit Party, except for such approvals or
consents which will be obtained on or before the Second Amendment Effective Date
and except for any such approvals or consents the failure of which to obtain
will not have a Material Adverse Effect.
D. BINDING OBLIGATION.
This Amendment has been duly executed and delivered by each Credit Party
and constitutes a legal, valid and binding obligation of each Credit Party
enforceable against each Credit Party in accordance with its terms, except as
enforceability may be limited by bankruptcy,
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insolvency, moratorium, reorganization or other similar laws affecting
creditors' rights generally and except as enforceability may be limited by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
E. GOVERNMENTAL CONSENTS.
No action, consent or approval of, registration or filing with or any other
action by any Governmental Authority is or will be required in connection with
the execution and delivery by each Credit Party of this Amendment and the
performance by Borrower and Holdings of the Amended Agreement and the other
Credit Documents, except for such actions, consents and approvals the failure to
obtain or make which could not reasonably be expected to result in a Material
Adverse Effect or which have been obtained and are in full force and effect.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT DOCUMENTS.
The representations and warranties contained in the Credit Documents are
and will be true and correct in all material respects on and as of the Second
Amendment Effective Date (after giving effect to the amendments and waivers
contained herein) to the same extent as though made on and as of that date,
except to the extent such representations and warranties specifically relate to
an earlier date, in which case they were true and correct in all material
respects on and as of such earlier date.
G. ABSENCE OF DEFAULT.
No event has occurred and is continuing (after giving effect to the
amendments and waivers contained herein) or will result from the consummation of
the transactions contemplated by this Amendment that would constitute an Event
of Default or a Default.
SECTION IV. ACKNOWLEDGMENT AND CONSENT
Each Domestic Subsidiary and Holdings are referred to herein as a
"CREDIT SUPPORT PARTY" and collectively as the "CREDIT SUPPORT PARTIES", and the
Credit Agreement and the Collateral Documents are collectively referred to
herein as the "CREDIT SUPPORT DOCUMENTS".
Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Amendment and consents to
the amendment of the Credit Agreement effected pursuant to this Amendment. Each
Credit Support Party hereby confirms that each Credit Support Document to which
it is a party or otherwise bound and all Collateral encumbered thereby will
continue to guarantee or secure, as the case may be, to the fullest extent
possible in accordance with and subject to the Credit Support Documents the
payment and performance of all "Obligations" under each of the Credit Support
Documents, as the case may be (in each case as such terms are defined in the
applicable Credit Support Document), including without limitation the payment
and performance of all such "Obligations" under each of the Credit Support
Documents, as the case may be, in respect of the Obligations of the Company now
or hereafter existing under or in respect of the Credit Agreement and hereby
pledges and assigns to the Collateral Agent, and grants to the Collateral Agent
a continuing lien on and security interest in and to all Collateral as
collateral security for the prompt payment and
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performance in full when due of the "Obligations" under each of, and in
accordance with and subject to, the Credit Support Documents to which it is a
party (whether at stated maturity, by acceleration or otherwise).
Each Credit Support Party acknowledges and agrees that all of the
Credit Support Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Each Credit Support Party
represents and warrants that all representations and warranties contained in the
Credit Agreement, this Amendment and the Credit Support Documents to which it is
a party or otherwise bound are true and correct in all material respects on and
as of the Second Amendment Effective Date to the same extent as though made on
and as of the Second Amendment Effective Date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.
Each Credit Support Party acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment,
such Credit Support Party (other than the Company) is not required by the terms
of the Credit Agreement or any other Credit Document to consent to the
amendments to the Credit Agreement effected pursuant to this Amendment and (ii)
nothing in the Credit Agreement, this Amendment or any other Credit Document
shall be deemed to require the consent of such Credit Support Party (other than
the Company) to any future amendments to the Credit Agreement.
SECTION V. MISCELLANEOUS
A. BINDING EFFECT.
This Amendment shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the parties
hereto and the successors and assigns of Lenders. No Credit Party's rights or
obligations hereunder or any interest therein may be assigned or delegated by
any Credit Party without the prior written consent of all Lenders.
B. SEVERABILITY.
In case any provision in or obligation hereunder shall be invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining provisions or obligations, or of such provision or obligation
in any other jurisdiction, shall not in any way be affected or impaired thereby.
C. REFERENCE TO CREDIT AGREEMENT.
On and after the Second Amendment Effective Date, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words
of like import referring to the Credit Agreement, and each reference in the
other Credit Documents to the "Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit
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Agreement shall mean and be a reference to the Credit Agreement as amended by
this Amendment.
D. EFFECT ON CREDIT AGREEMENT.
Except as specifically amended by this Amendment, the Credit Agreement and
the other Credit Documents shall remain in full force and effect and are hereby
ratified and confirmed.
E. EXECUTION.
The execution, delivery and performance of this Amendment shall not, except
as expressly provided herein, constitute a waiver of any provision of, or
operate as a waiver of any right, power or remedy of any Agent or Lender under,
the Credit Agreement or any of the other Credit Documents.
F. HEADINGS.
Section headings herein are included herein for convenience of reference
only and shall not constitute a part hereof for any other purpose or be given
any substantive effect.
G. APPLICABLE LAW.
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
H. COUNTERPARTS.
This Amendment may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. As set
forth herein, this Amendment shall become effective upon the execution of a
counterpart hereof by each of the parties hereto and receipt by the
Administrative Agent and the Syndication Agent of written or telephonic
notification of such execution and authorization of delivery thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
BORROWER: AMERICAN REPROGRAPHICS COMPANY, L.L.C.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
CREDIT SUPPORT PARTIES:
AMERICAN REPROGRAPHICS COMPANY
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
AMERICAN REPROGRAPHICS HOLDINGS, L.L.C.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
ARC ACQUISITION CORPORATION
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
BLUE PRINT SERVICE COMPANY, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
INPRINT CORPORATION
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
RHODE ISLAND BLUEPRINT CO.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
OLYMPIC BLUEPRINT CO., INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
LEET-MELBROOK, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
PENINSULA BLUEPRINT, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
QUALITY REPORGRAPHIC SERVICES, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
MIRROR PLUS TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
E. PAVILION, L.L.C.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
FRANKLIN GRAPHICS CORPORATION
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
ENGINEERING REPRO SYSTEMS, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
WEST SIDE REPROGRAPHICS, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
XXXX BLUE PRINT COMPANY
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
TAMPA REPROGRAPHICS & SUPPLY COMPANY
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
OCB, LLC
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
COMMERCIAL GRAPHICS CORPORATION
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
FORD S.F., L.L.C.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
A&E ARCHITECTURAL & ENGINEERING
SUPPLY COMPANY
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
XXXXXXX'X, LTD.
By: Ridway's GP, LLC
its General Partner
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Manager
REPROGRAPHICS NORTHWEST, LLC
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
WILCO REPROGRAPHICS, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
BPI REPRO, LLC
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
XXXXXXX'X XX, LLC
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
XXXXXXX'X XX, LLC
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
THE PEIR GROUP, LLC
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
THE PEIR GROUP INTERNATIONAL, LLC
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
LICENSING SERVICES INTERNATIONAL, LLC
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
PLANWELL, LLC
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title:
AMERICAN REPROGRAPHICS MIDCO, L.L.C.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
SYNDICATION AGENT: XXXXXXX SACHS CREDIT PARTNERS L.P.
By: /s/ Xxxxxxxxx Xxxxxxx
-----------------------------------------
Authorized Signatory
ADMINISTRATIVE AGENT: GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Duly Authorized Signatory
LENDER: By signing below, you have indicated your
consent to the Second Amendment to the First
Lien Credit and Guaranty Agreement
Name of Institution:
XXXXXXX SACHS CREDIT PARTNERS L.P.
By: /s/ Xxxxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Authorized Signatory
