Exhibit 10.1





Exhibit 10.1

EXECUTION VERSION


FOURTH AMENDMENT TO CREDIT AND
GUARANTY AGREEMENT


FOURTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT, dated as of March 2, 2010 (this
“Amendment”) by and among AMERICAN REPROGRAPHICS COMPANY,
L.L.C., a California limited liability company (the
“Borrower”), AMERICAN REPROGRAPHICS COMPANY, a Delaware
corporation (“Holdings”), JPMorgan Chase Bank, N.A, as
Administrative Agent and Collateral Agent, and the Lenders party hereto (which
Lenders constitute, in the aggregate, the Required Lenders). All capitalized
terms used herein and not otherwise defined herein shall have the meanings
given to such terms in the Credit Agreement (as defined below).


RECITALS


WHEREAS, Holdings,
the Borrower, certain Subsidiaries of the Borrower, the Lenders and JPMorgan
Chase Bank, N.A., as Administrative Agent and Collateral Agent are parties to
that certain Credit and Guaranty Agreement dated as of December 6, 2007
(as amended from time to time, the “Credit Agreement”);


WHEREAS, the
parties hereto wish to amend the Credit Agreement as provided herein; and


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


Section 1.
Amendment.


The definition of “Creditable Excess Cash” in
Section 1.01 of the Credit Agreement is hereby amended by replacing
“the Credit Parties” with “Holdings and its Subsidiaries in
conformity with GAAP”.


Section 2.
Miscellaneous.


(a) This Amendment shall constitute a Credit Document.


(b) This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.
Delivery of an executed counterpart of this Amendment by telecopy shall be
effective as an original and shall constitute a representation that an executed
original shall be delivered.


(c) Each reference to “hereof”,
“hereunder”, “herein” and “hereby” and each
other similar reference and each reference to “this Agreement” and
each other similar reference contained in the Credit Agreement shall, after
this Amendment becomes effective, refer to the Credit Agreement as amended
hereby.


(d) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


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Section 3.
Conditions Precedent to Effectiveness. This Amendment shall become
effective on the date on which each of the following conditions shall have been
satisfied (the date on which such conditions have been satisfied, the
“Fourth Amendment Effective Date”):


(a) The Administrative Agent shall have received
counterparts of this Amendment duly executed by Holdings, the Borrower and the
Required Lenders; and


(b) The Administrative Agent shall have received all fees
and expenses payable by the Borrower pursuant to Section 10.03(a) of the
Credit Agreement (including reasonable fees, charges and disbursements of
counsel to the Administrative Agent) for which invoices have been submitted
prior to the Fourth Amendment Effective Date.


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IN WITNESS WHEREOF,
each of the parties hereto has caused a counterpart of this Amendment to be
duly executed and delivered as of the date first above written.




	 	 	 
	 	AMERICAN REPROGRAPHICS COMPANY, 

a Delaware corporation, as Holdings 
	 	 	 
	 	By: 	/s/ JONATHAN R. MATHER
	 	 	Name: Jonathan R. Mather

Title: Chief Financial Officer






	 	 	 
	 	AMERICAN REPROGRAPHICS COMPANY, L.L.C., 

a California limited liability company, as the Borrower
	 	 	 
	 	By: 	/s/ JONATHAN R. MATHER
	 	 	Name: Jonathan R. Mather

Title: Chief Financial
Officer





[Fourth Amendment to Credit and
Guaranty Agreement]


 


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	 	JPMORGAN CHASE BANK, N.A., 

as Administrative Agent
	 	 	 
	 	By: 	/s/ ANTHONY W. WHITE
	 	 	Name: Anthony W. White

Title: Vice President





[Fourth Amendment to Credit and
Guaranty Agreement]


 


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LENDERS: 

	 	 	 	 
	 	 	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 W. ENDERSEN
	 	 	 	 
	 	 	 	Name: Keith W. Endersen
	 	 	 	Title: Senior Vice President






	 	 	 	 	 
	 	 	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 ASSOICATION

as a Revolving and Term Lender
	 	 	 
	 	 	By: 	/s/ TRAY JONES
	 	 	 	 
	 	 	 	Name: Tray Jones
Title: Vice President






	 	 	 	 	 
	 	 	SCOTIABANC INC.

as Term Lender 
	 	 	 
	 	 	By: 	/s/ H. THIND
	 	 	 	 
	 	 	 	Name: H. Thind

Title: Director






	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA,.

as a Revolving Lender
	 	 	 
	 	 	By: 	/s/ PATRIK G. NORRIS
	 	 	 	 
	 	 	 	Name: Patrik G. Norris

Title: Director





[Fourth Amendment to Credit and
Guaranty Agreement]


 


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	 	 	COMPASS BANK, SUCCESSOR IN INTEREST TO 

GUARANTY BANK

as a Revolving and Term Lender
	 	 	 
	 	 	By: 	/s/ ANDREW WIDMER
	 	 	 	 
	 	 	 	Name: Andrew Widmer

Title: Vice President





	 	 	 
	 	CITIBANK,
N.A.

as a Revolving and Term Lender
	 	 	 
	 	By: 	/s/ RITA RAYCHAUDHURI
	 	 	 
	 	 	Name: Rita Raychaudhuri

Title: Senior Vice President





	 	 	 
	 	UNION BANK, N.A., formerly known as Union

Bank of California

as a Revolving and Term Lender
	 	 	 
	 	By: 	/s/ PETER THOMPSON
	 	 	 
	 	 	Name: Peter Thompson

Title: Vice President





	 	 	 
	 	MANUFACTURERS BANK

as a Revolving and Term Lender
	 	 	 
	 	By: 	/s/ MAUREEN KELLY
	 	 	 
	 	 	Name: Maureen Kelly

Title: Vice President





[Fourth Amendment to Credit and
Guaranty Agreement]


 


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