Exhibit 10.82





Exhibit 10.82




THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT




THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Third Amendment”), dated as of
December 16, 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;



WHEREAS, the Required Lenders have agreed to amend and restate the definition of “Consolidated
Adjusted EBITDA” in Section 1.01 of the Credit Agreement, on the terms and subject to the
conditions set forth herein; and



WHEREAS, in accordance with Section 10.02(b) of the Credit Agreement, the parties hereto seek
to enter into this Third Amendment to amend and restate the definition of “Consolidated Adjusted
EBITDA” in Section 1.01 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:



Section 1. Amendment.





The definition of “Consolidated Adjusted EBITDA” set forth in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:




“Consolidated Adjusted EBITDA” means, for any period, an amount determined for
Holdings and its Subsidiaries on a consolidated basis equal to (i) the sum, without
duplication, of the amounts for such period of (a) Consolidated Net Income, and to
the extent already deducted in arriving at Consolidated Net Income: (b) Consolidated
Interest Expense, (c) provisions for taxes based on income, (d) total depreciation
expense, (e) total amortization expense, (f) all non-recurring fees, costs and
expenses incurred by the Borrower in such period in connection with the negotiation,
execution and delivery of the Credit Agreement, and any amendments thereto,
including fees and costs paid to the Administrative Agent and the Lenders and legal
fees and costs, and (g) other non Cash items reducing Consolidated Net Income
(excluding any such non Cash item to the extent that it represents an accrual or
reserve for potential Cash items in any future period or amortization of a prepaid Cash item (excluding fees paid to the
Lenders in connection with the negotiation, execution and delivery of the Credit
Agreement, and any amendments thereto (including fees and costs paid to the
Administrative Agent and the Lenders and legal fees and costs)) that were paid in a
prior period), minus (ii) other non Cash items increasing Consolidated Net Income
for such period (excluding any such non Cash item to the extent it represents the
reversal of an accrual or reserve for potential Cash item in any prior period).



 


 









 







Section 2. Representations of Holdings and the Borrower. 





Each of Holdings and the Borrower represents and warrants that (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 (as defined below),
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.



Section 3. Effectiveness.





This Third 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 Third Amendment, to the extent invoiced to the Administrative Agent
or the Borrower prior to the Amendment Effective Date.






 


 









 




Section 4. 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 Third Amendment.

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






	 	iii)	 	The execution, delivery and performance of this Third 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 Third Amendment and shall not affect the constructions of, or be taken
into consideration in interpreting, this Third Amendment.

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

	 
	 	vi)	 	This Third 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.






[Remainder of page intentionally left blank]



 


 









 





IN WITNESS WHEREOF, the parties hereto have caused this Third 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 	 



 


 









 





	 	 	 	 	 



LENDERS:




	 	 	 	 	 
	 	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 ASSOCIATION

as a Revolving and Term Lender

 	 
	 	By:  	/s/ TRAY JONES
 	 
	 	 	Name:  	Tray Jones 	 
	 	 	Title:  	Vice President 	 
	 
	 	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 ENDERSEN
 	 
	 	 	Name:  	Keith Endersen 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	THE BANK OF NOVA SCOTIA

as a Revolving and Term Lender

 	 
	 	By:  	/s/ PATRIK NORRIS
 	 
	 	 	Name:  	PATRIK NORRIS	 
	 	 	Title:  	Director 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	COMPASS BANK, SUCCESSOR IN INTEREST

GUARANTY BANK

as a Revolving and Term Lender

 	 
	 	By:  	/s/ ANDREW WIDMER
 	 
	 	 	Name:  	Andrew Widmer 	 
	 	 	Title:  	Vice President 	 
	 
	 	SUMITOMO MITSUI BANKING CORPORAITON

as a Revolving and Term Lender

 	 
	 	By:  	/s/ YASUHIKO IMAI
 	 
	 	 	Name:  	Yasuhiko Imai 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	UNION BANK, N.A., formerly known as Union Bank

of California, N.A., as a Revolving and Term Lender

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