Exhibit 10.81





Exhibit 10.81




FIRST AMENDMENT AND WAIVER TO CREDIT AND GUARANTY AGREEMENT




FIRST AMENDMENT AND WAIVER TO CREDIT AND GUARANTY AGREEMENT (this “First Amendment”), dated as
of February 13, 2009, by and among AMERICAN REPROGRAPHICS COMPANY, L.L.C., a California limited
liability company (the “Borrower”), AMERICAN REPROGRAPHICS COMPANY, a Delaware corporation
(“Holdings”), and certain financial institutions listed on the signature pages hereto (the
“Required Lenders”).



RECITALS




WHEREAS, reference is hereby made to the Credit and Guaranty Agreement, dated as of December
6, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the
terms defined therein and not otherwise defined herein being used herein as therein defined), among
the Borrower, Holdings and certain subsidiaries of the Borrower, as Guarantors, the financial
institutions from time to time party thereto, as Lenders, and JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent; and



WHEREAS, the Company has requested that the Required Lenders agree to an extension of the
deadline to deliver the Financial Plan for the Fiscal Year 2009, as set forth in Section 5.01(h) of
the Credit Agreement, from January 30, 2009 to February 28, 2009 (the “Extension”);



WHEREAS, the Required Lenders have agreed to the Extension and are willing to agree to the
amend Section 5.01(h) of the Credit Agreement to reflect the Extension; and



WHEREAS, in accordance with Section 10.02(b) of the Credit Agreement, the parties hereto seek
to enter into this First Amendment to amend Section 5.01(h) of the Credit Agreement in the manner
set forth herein.



NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:




	1)	 	Amendment to Section 5.01(h).







Section 5.01(h) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




“(h) Financial Plan. As soon as practicable and in any event no later than thirty
(30) days after the beginning of each Fiscal Year (in the case of the 2009 Fiscal
Year, no later than February 28, 2009), a consolidated plan and financial forecast
for such Fiscal Year and each Fiscal Year (or portion thereof) through the final
maturity date of the Loans (a “Financial Plan”), including (i) a forecasted
consolidated balance sheet and forecasted consolidated statements of income and cash
flows of Holdings and its Subsidiaries for each such Fiscal Year, together with pro
forma Compliance Certificates for each such Fiscal Year and an explanation of the
assumptions on which such forecasts are based, (ii) forecasted consolidated
statements of income and cash flows for Holdings and its
Subsidiaries for each month of such Fiscal Year, (iii) forecasts demonstrating
projected compliance with the requirements of Section 6.07 through the final
maturity date of the Loans and (iv) forecasts demonstrating adequate liquidity
through the final maturity date of the Loans without giving effect to any additional
debt or equity offerings not reflected in the Projections, together, in each case,
with an explanation of the assumptions on which such forecasts are based all in a
form and substance reasonably satisfactory to the Administrative Agent;”


 


 









 









	2)	 	Limited Waiver. The Required Lenders hereby waive any Default which may exist under Section
5.01(h) of the Credit Agreement, such Waiver to be effective solely for the period commencing
January 30, 2009 and ending on the Amendment Effective Date (as defined below). The waiver
granted pursuant to this paragraph 2 shall be limited precisely as written, and shall not
extend to any Default under any other provision of the Credit Agreement or to any Default
under Section 5.01(h) of the Credit Agreement which may exist after the Amendment Effective
Date.







	3)	 	Representations of Holdings and the Borrower. Each of Holdings and the Borrower represents
and warrants that, after giving effect to the waiver set forth in paragraph 2, (i) the
representations and warranties of the Credit Parties set forth in Article 4 of the Credit
Agreement will be true and correct in all material respects on and as of the Amendment
Effective Date, except to the extent such representations and warranties specifically relate
to an earlier date, in which case such representations and warranties will be true and correct
in all material respects on and as of such earlier date and (ii) no Default or Event of
Default will have occurred and be continuing on the Amendment Effective Date.







	4)	 	Effectiveness. This First Amendment shall become effective on the date when the following
conditions are met (the “Amendment Effective Date”):







	 	i)	 	the Administrative Agent shall have received from each of Holdings, the
Borrower and the Required Lenders a counterpart hereof signed by such party or
facsimile or other written confirmation (in form satisfactory to the Administrative
Agent) that such party has signed a counterpart hereof; and

	 
	 	ii)	 	The Borrower shall have paid or reimbursed the Administrative Agent for all
out-of-pocket costs and expenses (including, without limitation, the fees, charges and
disbursements of counsel for the Administrative Agent) incurred in connection with the
preparation of this First Amendment, to the extent invoiced to the Administrative Agent
or the Borrower prior to the Amendment Effective Date.






 


 









 






	5)	 	Miscellaneous.







	 	i)	 	On and after the date hereof, each reference in the Credit Agreement to
“hereunder”, “hereof”, “herein” or words of like import referring to the Credit
Agreement, and each reference in any other Credit Document to the “Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement
shall mean and be a reference to the Credit Agreement as amended by this First
Amendment.





	 	ii)	 	Except as specifically amended by this First Amendment, the Credit Agreement
and the other Credit Documents shall remain in full force and effect.

	 
	 	iii)	 	Except to the extent specifically set forth in paragraph 2 hereof, the
execution, delivery and performance of this Amendment shall not 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 other Credit Document.

	 
	 	iv)	 	Section headings used herein are for convenience of reference only, are not
part of this First Amendment and shall not affect the constructions of, or be taken
into consideration in interpreting, this First Amendment.

	 
	 	v)	 	This First Amendment shall be construed in accordance with and governed by the
law of the State of New York.

	 
	 	vi)	 	This First Amendment may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract.






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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by
their respective authorized officers as of the day and year first written above.



	 	 	 	 	 
	 	AMERICAN REPROGRAPHICS COMPANY, L.L.C.

 	 
	 	By:  	/s/ JONATHAN R. MATHER
 	 
	 	 	Name:  	Jonathan R. Mather 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	AMERICAN REPROGRAPHICS COMPANY

 	 
	 	By:  	/s/ JONATHAN R. MATHER
 	 
	 	 	Name:  	Jonathan R. Mather 	 
	 	 	Title:  	Chief Financial Officer 	 



 


 









 





	 	 	 	 	 



REQUIRED LENDERS:




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ ANTHONY W. WHITE
 	 
	 	 	Name:  	Anthony W. White 	 
	 	 	Title:  	Vice President 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ DOUG SLEEPER
 	 
	 	 	Name:  	Doug Sleeper 	 
	 	 	Title:  	Managing Director 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ DOUGLAS LIES
 	 
	 	 	Name:  	Douglas Lies 	 
	 	 	Title:  	SVP/Sr. Client Manager 	 
	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ KEITH W. ENDERSEN
 	 
	 	 	Name:  	Keith W. Endersen 	 
	 	 	Title:  	Vice President