EXHIBIT 10.21
FIRST AMENDMENT TO
INVESTOR REGISTRATION RIGHTS AGREEMENT
This First Amendment To Investor Registration Rights Agreement (this
"First Amendment") is dated for reference purposes December 29, 2004, and is
entered into by and among (i) American Reprographics Holdings, L.L.C., a
California limited liability company ("Holdings"), (ii) American Reprographics
Company, a Delaware corporation ("Newco") (iii) ARC Acquisition Co., L.L.C., a
Delaware limited liability company ("Acquisition Co."), CHS Associates IV, a
Delaware general partnership ("CHS Associates IV"), and Xxxxx Xxxxx ("Xxxxx"),
(iv) Xxxxxxxxxxxxx Xxxxxxxxxxxx ("Mohan"), (v) Kumarakulasingam Xxxxxxxxxxx
("Suri") and (vi) GS Mezzanine Partner II, L.P., a Delaware limited partnership
("GS Mezzanine"), GS Mezzanine Partners II Offshore, L.P., a Cayman Islands
exempted limited partnership ("GS Offshore"), Stone Street Fund 2000, L.P., a
Delaware limited partnership ("Stone Street") and Bridge Street Special
Opportunities Fund 2000, L.P., a Delaware limited partnership ("Xxxxxx Xxxxxx")
(GS Mezzanine, GS Offshore, Stone Street and Bridge Street are collectively
referred to herein as the "GS Parties"). Holdings, Newco, Acquisition Co, CHS
Associates IV, Walsh, Mohan, Suri and the GS Parties are collectively referred
to herein as the "Parties."
RECITALS:
A. Holdings, Acquisition Co., GS Mezzanine and GS Offshore entered into
that certain Investor Registration Rights Agreement made as of April 10, 2000
(the "Registration Rights Agreement").
X. Xxxxx Street and Bridge Street became parties to the Registration
Rights Agreement and the Common Units held by Stone Street and Bridge Street
became GS Registrable Securities when GS Mezzanine and GS Offshore assigned
rights under the Registration Rights Agreement to Stone Street and to Bridge
Street.
C. CHS Associates IV became a party to the Registration Rights
Agreement and the Common Units held by CHS Associates IV became Company
Registrable Securities when Acquisition Co. assigned Common Units to CHS
Associates IV.
D. Newco is a newly formed Delaware corporation. In connection with the
underwritten public offering of Newco's common stock (the "IPO"), each holder of
Holdings' common units prior to the IPO shall exchange their outstanding common
units for an equal number of shares of Newco's common stock (the "Exchange").
E. Pursuant to Section 10(c) of the Registration Rights Agreement, the
undersigned Parties wish to amend the Registration Rights Agreement in this
First Amendment as provided herein.
AGREEMENT
NOW, THEREFORE, the Registration Rights Agreement hereby is amended as
follows:
1. Closing Date. This First Amendment shall be effective as of the
closing date of the IPO ("Closing Date"). Notwithstanding any provision to the
contrary herein, if the Closing Date does not occur prior to April 1, 2005, then
this First Amendment shall have no effect and shall be null and void for all
purposes.
2. Assumption by Newco. As of the Closing Date, Newco hereby agrees to
assume all rights and obligations of Holdings under the Registration Rights
Agreement. The Parties further agree that each share of Newco common stock
issued in the Exchange shall be considered a Common Unit for purposes of the
Registration Rights Agreement.
3. Revised Section 1(c): As of the Closing Date, the following sentence
is hereby added at the end of Section 1(c) of the Registration Rights Agreement:
In the event a majority of holders of Company Registrable Securities or
M&S Registrable Securities, as the case may be, request any Long-Form
Registration but are unable to sell at least fifty percent (50%) of their
Registrable Securities requested to be included in such Long-Form
Registration because of a reduction in the amount which may be sold
pursuant to Section 1(d) below, such holders shall be entitled to withdraw
their request for such Long-Form Registration upon written notice to
Company and Holdings, and, in such event, such registration shall not
count as one of the Long-Form Registrations that such holders are
entitled to request hereunder (and Holdings shall, at its option, be
entitled to promptly withdraw such Long-Form Registration).
4. New Section 10(o). As of the Closing Date, the following provision
is hereby added to the Registration Rights Agreement as Section 10(o):
Section 10(o). Termination. This Agreement shall terminate as to any
holder of Registrable Securities at the earlier of (i) seven years after
the closing date of the initial public offering of the Common Units or
(ii) after the closing date of the first registered public offering of the
Common Units, at such time as such holder of Registrable Securities may
immediately sell under Rule 144, or a successor rule, all Registrable
Securities then held by such holder, disregarding Rule 144(k).
5. Holdings Operating Agreement Section 11.1 Notice. The Parties
acknowledge and agree that any notice delivered pursuant to Section 11.1 of the
Amended and Restated Operating Agreement of American Reprographics Holdings,
L.L.C. dated April 10, 2000, as amended, shall not be considered a demand
registration for purposes of the Registration Rights Agreement.
6. Full Force and Effect. Except as set forth herein, all other terms
and conditions of the Registration Rights Agreement shall remain in full force
and effect.
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7. Applicable Law. This First Amendment shall be governed and
controlled as to validity, enforcement, interpretation, construction effect and
in all other respects by the internal laws of the State of California applicable
for such contracts made in that state.
8. Counterparts. This First Amendment may be executed in multiple
counterparts, each of which shall be deemed an original, and all such
counterparts shall constitute but one instrument.
9. Warranty. Each of the Parties warrants that it has full power, right
and authority to enter into this First Amendment without the consent or approval
of any other person. Each of the parties further warrants that it has not
assigned any of its rights under the Registration Rights Agreement or any of its
Registrable Securities to any person that is not a party to this First
Amendment.
10. Entire Agreement. This First Amendment and the Registration Rights
Agreement constitute the entire agreement of the Parties.
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IN WITNESS WHEREOF, the Parties have executed this First Amendment as of
the date first above written.
HOLDINGS:
AMERICAN REPROGRAPHICS HOLDINGS, L.L.C.
a California limited liability company
By: /s/ X. Xxxxxxxxxxxx
---------------------------------
Printed Name: X. Xxxxxxxxxxxx
Title: CEO
NEWCO:
AMERICAN REPROGRAPHICS COMPANY
a Delaware corporation
By: /s/ X. Xxxxxxxxxxxx
---------------------------------
Printed Name: X. Xxxxxxxxxxxx
Title: CEO
MOHAN:
/s/ X. Xxxxxxxxxxxx
------------------------------------
Xxxxxxxxxxxxx Xxxxxxxxxxxx
SURI:
/s/ X. Xxxxxxxxxxx
------------------------------------
Kumarakulasingam Xxxxxxxxxxx
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ACQUISITION CO.:
ARC ACQUISITION CO., L.L.C.,
a Delaware limited liability company
By: Code Xxxxxxxx & Xxxxxxx IV LP
its sole member
By: CHS Management IV LP
its general partner
By: Code Xxxxxxxx & Xxxxxxx LLC
its general partner
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Printed Name:
----------------------
Title:
-----------------------------
CHS ASSOCIATES IV:
CHS ASSOCIATES IV
a Delaware general partnership
By: Code Xxxxxxxx & Xxxxxxx LLC
its managing partner
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Printed Name:
----------------------
Title:
-----------------------------
XXXXX:
/s/ Xxxxx Xxxxx
------------------------------------
Xxxxx Xxxxx
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GS PARTIES:
GS MEZZANINE PARTNER II, L.P.
a Delaware limited partnership
By: GS Mezzanine Advisors II, L.L.C.
its general partner
By: /s/ K. B. Xxxxxxx
--------------------------------
Printed Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
GS MEZZANINE PARTNERS II OFFSHORE, L.P.
a Cayman Islands exempted limited
partnership
By: GS Mezzanine Advisors II, L.L.C.
its general partner
By: /s/ K. B. Xxxxxxx
--------------------------------
Printed Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
STONE STREET FUND 2000, L.P
a Delaware limited partnership
By: Xxxxx Xxxxxx 0000, X.X.X.
its general partner
By: /s/ K. B. Xxxxxxx
--------------------------------
Printed Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
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XXXXXX XXXXXX SPECIAL OPPORTUNITIES
FUND 2000, L.P.
a Delaware limited partnership
By: Bridge Street Special Opportunities
2000, L.L.C. its general partner
By: /s/ K. B. Xxxxxxx
--------------------------------
Printed Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
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