SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

Exhibit 10.1

Execution Copy

SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of October 5, 2009 (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 and enter into certain agreements with respect to the Credit Agreement, as provided herein;

WHEREAS, the Lenders party hereto (each a “ Consenting Lender ”) constitute the Required Lenders and have agreed to amend the Credit Agreement, on the terms and subject to the conditions set forth herein, to, among other things, (i) defer to the Maturity Date certain amortization payments in respect of the Initial Term Loans that would have been due to those Consenting Lenders that have also agreed to provide Class B Term Loan Commitments (as defined below) as set forth on Schedule 1 hereto (each such Consenting Lender, a “ Class B Term Lender ”), (ii) amend certain of the financial covenants, (iii) provide for a ratable reduction of the Revolving Commitments of all Revolving Lenders in the amount of $25,000,000 and (iv) provide for a $35,000,000 prepayment of the Initial Term Loans; and

WHEREAS, after giving effect to this Amendment and the transactions contemplated by Section 2.01(b) of the Credit Agreement, the Initial Term Loans and the Class B Term Loans held by the Term Lenders, in each case on the Second Amendment Effective Date (but without giving effect to the 2009 Optional Prepayment), shall be as set forth on Schedule 1 hereto;

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. Amendments .

(a) The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

“ Class B Term Lender ” has the meaning given such term in the Second Amendment.

“ Class B Term Loan ” means a Term Loan made by a Class B Term Lender to the Borrower pursuant to Section 2.01(b).

“ Class B Term Loan Commitment ” means, with respect to each Class B Term Lender, the commitment of such Lender to make a Class B Term Loan hereunder as set forth on Schedule 1 to the Second Amendment.

“ Conversion Date ” has the meaning given such term in Section 2.01(b).

“ Creditable Excess Cash ” means, as of the last day of any consecutive four Fiscal Quarter Period, the difference (not to be less than zero) between (i) the lesser of (x) the aggregate amount of Cash and Cash Equivalents held by the Credit Parties on such day but only to the extent such amount exceeds $10,000,000 and (y) $15,000,000 minus (ii) the aggregate principal amount of Revolving Loans outstanding on such day.

“ Deferring Lender Initial Term Loans ” means Initial Term Loans held on the Second Amendment Effective Date by the Deferring Lenders, as set forth on Schedule 3 to the Second Amendment, regardless of whether or not such Loans remain held by any of the Deferring Lenders at any time after the Second Amendment Effective Date. The aggregate principal amount of the Deferring Lender Initial Term Loans on the Second Amendment Effective Date is $92,883,928.60.

“ Deferring Lenders ” means JPMorgan Chase Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A. and Wachovia Bank, National Association.

“ Initial Term Loan Installment ” has the meaning given such term in Section 2.10(a).

“ Other Initial Term Loans ” means Initial Term Loans other than the Deferring Lender Initial Term Loans.

“ Second Amendment ” means the Second Amendment to Credit and Guaranty Agreement, dated as of October 5, 2009, executed by Holdings, the Borrower and the Lenders party thereto.

“ Second Amendment Effective Date ” has the meaning given such term in the Second Amendment.

“ 2009 Optional Prepayment ” has the meaning given such term in the Second Amendment.

(b) The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“ Applicable Rate ” means, for any day, (i) with respect to any ABR Loan or Eurodollar Loan of any Class, the applicable rate per annum set forth in the Pricing Schedule under the caption “ABR Spread” or “Eurodollar Spread” with respect to such Class of Loans and (ii) with respect to the commitment fees payable hereunder, the applicable rate per annum set forth in the Pricing Schedule under the caption “Commitment Fee Rate”.

(c) The definition of “Class” in Section 1.01 of the Credit Agreement is hereby amended by inserting “Class B Term Loans,” immediately following “Initial Term Loans,”.

(d) The definition of “Fixed Charge Coverage Ratio” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“ Fixed Charge Coverage Ratio ” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDAR for the four Fiscal Quarter period then ending minus the sum, without duplication, of the amounts for such period of (a) cash payments made in respect of Consolidated Capital Expenditures and (b) the provision for current taxes based on income of Holdings and its Subsidiaries and payable in cash with respect to such period, to (ii) the positive difference between (x) Consolidated Fixed Charges for such four Fiscal Quarter period minus (y) Creditable Excess Cash as of the last day of such four Fiscal Quarter Period.

(e) The definition of “Installment” in Section 1.01 of the Credit Agreement is hereby deleted.

(f) The definition of “Loan” in Section 1.01 of the Credit Agreement is hereby amended by inserting “a Class B Term Loan,” immediately following “Initial Term Loan,”.

(g) The definition of “Term Loan” in Section 1.01 of the Credit Agreement is hereby amended by inserting “, a Class B Term Loan” immediately following “Initial Term Loan”.

(h) The definition of “Term Loan Commitment” in Section 1.01 of the Credit Agreement is hereby amended by inserting “, a Class B Term Loan Commitment” immediately following “Initial Term Loan Commitment”.

(i) Section 2.01 of the Credit Agreement is amended by inserting the following new clauses (b), (c) and (d) immediately following subclause (ii) of Section 2.01(a):

(b) Subject to the terms and conditions set forth herein, each Class B Term Lender agrees to make a Class B Term Loan to the Borrower in a principal amount not to exceed its Class B Term Loan Commitment. So long as no Default or Event of Default shall have occurred and be continuing, the Class B Term Loans shall be borrowed by the Borrower on the second Business Day following the Second Amendment Effective Date (the “ Conversion Date ”) and shall be funded by converting an equal principal amount of the then outstanding Initial Term Loan of each Class B Term Lender into a Class B Term Loan (up to the aggregate amount of such Class B Term Lender’s Class B Term Loan Commitment). All Initial Term Loans converted to Class B Term Loans shall be deemed to have been repaid in full on the Conversion Date (it being understood and agreed that the Conversion Date shall not occur if a Default or Event of Default shall have occurred on the second Business Day following the Second Amendment Effective Date).

(c) On the Conversion Date, the Borrower shall pay to each applicable Lender all accrued and unpaid interest on the aggregate amount of its Initial Term Loan deemed repaid pursuant to Section 2.01(b) and all amounts owing under Section 2.18 as a result of such deemed repayment. With respect to the Class B Term Loans to be borrowed on the Conversion Date, the Borrower shall designate in the relevant Borrowing Request whether such Class B Term Loans will be maintained as Eurodollar Loans or ABR Loans and, if any such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period with respect thereto.

(d) The Class B Term Loan Commitment of each Class B Term Lender shall be reduced to zero upon the first to occur of (x) the borrowing of the Class B Term Loans pursuant to Section 2.01(b) and (y) the second Business Day following the Second Amendment Effective Date.

(j) Section 2.10 of the Credit Agreement is amended and restated to read in its entirety as follows:

Section 2.10. Scheduled Repayment Of Term Loans . (a) The principal amounts of the Initial Term Loans shall be repaid in consecutive quarterly installments in the aggregate amounts set forth below corresponding to the Deferring Lender Initial Term Loans, on the one hand, and the Other Initial Term Loans, on the other (in each case as adjusted pursuant to Section 2.10(b)), (the amounts due on each date set forth in the table below in respect of Other Initial Term Loans and Deferring Lender Initial Term Loans being referred to, collectively, as an “ Initial Term Loan Installment ”) together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, on the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009 and on the Maturity Date:

provided , that if the Conversion Date and the borrowing of the Class B Term Loans does not occur, the table above shall be replaced with the table set forth in Section 2.10(a) of the Credit Agreement as in effect immediately prior to the Second Amendment Effective Date.

(b) The Initial Term Loan Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Initial Term Loans, as the case may be, in accordance with Sections 2.11, 2.12 and 2.13, as applicable; and the Initial Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date.

(c) The principal amounts of the Class B Term Loans shall be repaid in full in a single installment on the Maturity Date, together with accrued and unpaid interest thereon to but excluding the Maturity Date.

(k) The fifth sentence of Section 2.11(b) of the Credit Agreement is amended and restated to read in its entirety as follows:

“Except as set forth in the Second Amendment with respect to the 2009 Optional Prepayment, each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.”

(l) Section 2.13(a) of the Credit Agreement is amended and restated to read in its entirety as follows:

(a) Application of Voluntary Prepayments by Class of Loans . Any prepayment of any Loan pursuant to Section 2.11 shall be applied as specified by the Borrower in the applicable notice of prepayment; provided , in the event the Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows:

first , to prepay outstanding Swingline Loans to the full extent thereof;

second , to prepay outstanding Revolving Loans to the full extent thereof; and

third , to prepay outstanding Term Loans of each Class on a pro rata basis, to the full extent thereof.

Any prepayment of any Term Loan pursuant to Section 2.11 shall be further applied first , to reduce the scheduled installments due in respect of the applicable Class of Term Loans in each of the next succeeding four Fiscal Quarters in direct order of maturity and then on a pro rata basis to reduce the remaining scheduled installments due in respect of the applicable Class of Term Loans on a pro rata basis. It is understood and agreed that the foregoing shall be inapplicable to the 2009 Optional Prepayment, which shall be applied to reduce the Initial Term Loan Installments due on March 31, 2010, June 30, 2010 and September 30, 2010 on a pro rata basis.

(m) Section 2.13(b) of the Credit Agreement is amended and restated to read in its entirety as follows:

(b