Exhibit 10.18
TERMINATION AGREEMENT
This Termination Agreement ("Agreement") is entered into as of November
29, 2004 by and among American Reprographics Company, L.L.C., a California
limited liability company ("Company"), American Reprographics Holdings, L.L.C.,
a California limited liability company ("Holdings") and CHS Management IV, L.P.,
a Delaware limited partnership ("CHS").
RECITALS
A. On April 10, 2000, Company and CHS entered into an agreement that set
forth the terms pursuant to which CHS would provide certain management services
for Company and its subsidiaries and affiliates, including, without limitation,
consultation regarding the business and operations of Company, locating
investment opportunities for Company and other management services reasonably
requested by Company ("Management Agreement").
B. American Reprographics Company, a Delaware corporation, is a newly
formed corporation ("Newco"). 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 Holdings common units
for an equal number of shares of Newco's common stock.
C. Company, Holdings and CHS desire to terminate the Management Agreement
and any and all other agreements between CHS and Company or Holdings pursuant to
which CHS has contracted to provide management services or financial advisory
services to Company or Holdings on the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Termination of Management Agreement. The Management Agreement and any and all
other agreements between CHS and Company or Holdings pursuant to which CHS has
contracted to provide management services or financial advisory services to
Company or Holdings are hereby terminated effective upon the closing date of the
IPO ("Closing Date"). Beginning on the Closing Date, each of CHS, Company and
Holdings shall have no further rights or obligations under the Management
Agreement or under any and all other agreements between CHS and Company or
Holdings pursuant to which CHS has contracted to provide management services or
financial advisory services to Company or Holdings; provided however, that: (i)
the fees payable by Company to CHS under the Management Agreement (the
"Management Fee") shall be prorated through the Closing Date; (ii) Company's
obligation under the Management Agreement to pay to CHS the Management Fee for
the period prior to the Closing Date shall survive such termination; and (iii)
Company's obligation under the Management Agreement to reimburse CHS for
expenses incurred by CHS for the period prior to the Closing Date shall survive
such termination.
2. Entire Agreement; Amendment. This Termination Agreement constitutes the
entire agreement between Company and CHS pertaining to the subject matter
contained herein, and supersedes all prior and contemporaneous agreements,
representations and undertakings of the parties. No supplement, modification or
amendment of this Termination Agreement shall be binding unless executed in
writing by all the parties.
3. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of California without regard
to its conflict of law rules and principles.
4. Counterparts. This Termination Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which taken together
shall constitute the same agreement.
5. Deadline. Notwithstanding anything to the contrary herein, if the Closing
Date does not occur before April 1, 2005, then this Agreement shall
automatically terminate (and shall be null and void) in its entirety.
IN WITNESS WHEREOF, the parties execute this Agreement as of the date
first above written.
AMERICAN REPROGRAPHICS COMPANY, L.L.C.
a California limited liability company
By: /s/ Xxxx Xxxx
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Printed Name: Xxxx Xxxx
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Title: CFO
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AMERICAN REPROGRAPHICS HOLDINGS, L.L.C.
a California limited liability company
By: /s/ Xxxx Xxxx
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Printed Name: Xxxx Xxxx
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Title: CFO
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CHS MANAGEMENT IV, L.P.
a Delaware limited partnership
By: Code Xxxxxxxx & Xxxxxxx, L.L.C.
By: /s/ Xxxxxx Xxxxxxx
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Printed Name: Xxxxxx Xxxxxxx
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Title: Partner
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