Arc Document Solutions, Inc. – IPO: ‘S-1’ on 10/15/04 – EX-10.19

On:  Friday, 10/15/04, at 5:18pm ET   ·   Accession #:  950134-4-15090   ·   File #:  333-119788

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         American Reprographics                              HTML   1.54M 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      5     22K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws     28    114K 
 4: EX-10.1     Material Contract                                    208    845K 
13: EX-10.10    Material Contract                                     26     74K 
14: EX-10.11    Material Contract                                     42±   161K 
15: EX-10.12    Material Contract                                     41±   158K 
16: EX-10.13    Material Contract                                     42±   160K 
17: EX-10.14    Material Contract                                     23     70K 
18: EX-10.15    Material Contract                                     16     65K 
19: EX-10.16    Material Contract                                     41±   162K 
20: EX-10.17    Material Contract                                      3     16K 
21: EX-10.19    Material Contract                                      8     29K 
 5: EX-10.2     Material Contract                                    181    744K 
22: EX-10.20    Material Contract                                     24     81K 
23: EX-10.22    Material Contract                                     33    123K 
24: EX-10.23    Material Contract                                      2     13K 
25: EX-10.24    Material Contract                                     15     58K 
26: EX-10.26    Material Contract                                      8     43K 
 6: EX-10.3     Material Contract                                     28    111K 
 7: EX-10.4     Material Contract                                      2     13K 
 8: EX-10.5     Material Contract                                     14     56K 
 9: EX-10.6     Material Contract                                      2     17K 
10: EX-10.7     Material Contract                                     21     97K 
11: EX-10.8     Material Contract                                      8     41K 
12: EX-10.9     Material Contract                                     17     70K 
27: EX-16.1     Letter re: Change in Certifying Accountant          HTML     10K 
28: EX-21.1     Subsidiaries of the Registrant                         3     17K 
29: EX-23.1     Consent of Experts or Counsel                       HTML     10K 
30: EX-23.2     Consent of Experts or Counsel                       HTML     10K 

EX-10.19   —   Material Contract
Exhibit Table of Contents

EX-10.19
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                                                                   EXHIBIT 10.19

 INDEMNIFICATION AGREEMENT

     THIS AGREEMENT (the "Indemnification Agreement") is dated April 10, 2000,
by and among ARC Acquisition Co., L.L.C., a Delaware limited liability company  
("Purchaser"), American Reprographics Holdings, L.L.C., a California limited    
liability company ("Holdco"), American Reprographics Company LLC, a California  
limited liability company (the "Company"), Sathiyamurthy Chandramohan ("Mohan"),
Kumarakulasingam Suriyakumar ("Suri"), Micro Device Inc., a California          
corporation ("Micro"), Dietrich-Post Company, a California corporation ("DP"),  
ZS Fund L.P., a Delaware limited partnership ("ZS"), and ZS Ford L.L.C. a       
Delaware limited liability company ("ZS Ford" ) (each party signatory hereto    
other than Purchaser, Holdco and the Company being referred to herein as an     
"Indemnitor," and, collectively, as the "Indemnitors"). ZS and ZS Ford are      
sometimes referred to herein as the "ZS Entities", and Mohan, Suri and Micro are
sometimes referred to as the "MS Parties".                                      

RECITALS

A. Purchaser, Holdco, Company, and certain members of Holdco (the   
"Members") have entered into a Recapitalization and Purchase Agreement dated as 
of April 6, 2000 (the "Recap Agreement") pursuant to which Holdco and its       
Subsidiaries will be recapitalized through the steps described in the Recap     
Agreement and certain obligations of such entities will be satisfied (such      
transactions and steps being referred to herein as the "Recapitalization") and  
following which Purchaser will purchase from the Sellers (as defined in the     
Recap Agreement) certain Units of Holdco upon the terms and subject to the      
conditions provided in the Recap Agreement immediately following the            
Recapitalization.                                                               

   B. It is a condition to the consummation of the Recapitalization by the
Purchaser that prior to or concurrent with the Recapitalization the Indemnitors 
enter into and approve this Indemnification Agreement.                          

    C. For purposes of this Agreement, Purchaser, the Company and Holdco and
their respective Affiliates, subsidiaries, shareholders, members, managers,     
officers, directors, lenders and agents, and the heirs, successors and assigns  
of each of the foregoing are herein referred to as a "Purchaser Indemnitee" and,
collectively, the "Purchaser Indemnitees."                                      

AGREEMENTS

    Therefore, for the promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:                                                       

    1. Definitions. Unless otherwise defined herein, terms used herein shall
have the meanings ascribed to them in the Recap Agreement. As used in this      
Indemnification Agreement, the following terms shall have the following         
meanings:                                                                       

    (a) "Damages" means all liabilities, obligations, judgments,
demands, claims, actions or causes of action, regulatory, legislative or        
judicial proceedings or investigations, assessments, levies, losses, fines,     
penalties, damages, costs and expenses. Without limiting the generality of the  
foregoing, Damages shall include, without limitation, reasonable attorneys',    
arbitrators', accountants', investigators', and experts fees and expenses,      
sustained or incurred in connection with the enforcement by a Purchaser         
Indemnitee of its rights and remedies under this Indemnification Agreement, or  
sustained or incurred in connection with the defense or investigation of any    
Third Party Claim (as herein defined);                                          

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   (b) "Third Party Claim" shall mean any claim, action, suit,
proceeding, investigation, or like matter which is asserted or threatened by a  
Person other than the parities, hereto, their successors and permitted assigns, 
against any Purchaser Indemnitee or to which a Purchaser Indemnitee is subject. 

     2. Indemnitor Indemnification Obligations. Indemnitors severally, and not
jointly, shall indemnify, save and keep the Purchaser Indemnitees harmless from 
and against all Damages sustained or incurred by any Purchaser Indemnitee as a  
result of, or arising out of, by virtue of, or in connection with: (i) any      
liability, obligation or claim (including Third Party Claims) arising out of or 
relating to the Ford Graphics Group, L.L.C. Key Employee Incentive Compensation 
Plan dated as of November 20, 1997 (the "Plan") or any awards issued or payments
made thereunder or claimed to be required to be issued or paid thereunder or in 
connection therewith or any other actions taken with respect thereto, and (ii)  
any liability or other obligation with respect to termination of the Plan. The  
ZS Entities and the MS Parties shall not be required to indemnify the Purchaser 
Indemnitees pursuant to this Section 2 for an amount in excess of their         
respective Indemnification Amounts. As used herein, the term "Indemnification   
Amounts" shall mean (i) in the case of the ZS Entities, fifty percent (50%) of  
the Damages described in this Section 2 and (ii) in the case of the MS Parties, 
fifty percent (50%) of the Damages described in this Section 2.                 

3. Procedures. With respect to procedural matters, claims for       
indemnification shall be governed by Section 9.2(d) of the Recap Agreement as if
such claims were being made under the Recap Agreement.                          

 4. Subrogation. Indemnitors shall not be entitled to require that any
action be brought against any other Person before action is brought against it  
hereunder by the Purchaser Indemnitee, but shall be subrogated to any right of  
action to the extent that it has paid or successfully defended against any Third
Party Claim.                                                                    

5. Miscellaneous.                                                   

            (a) Notices. All notices required or permitted to be given hereunder
shall be in writing and may be delivered by hand, by facsimile, by nationally   
recognized private courier, or by United States mail. Notices delivered by mail 
shall be deemed given three (3) business days after being deposited in the      
United States mail, postage prepaid, registered or certified mail, return       
receipt requested. Notices delivered by hand, by facsimile or by nationally     
recognized private courier shall be deemed given on the day of receipt (if such 
day is a business day or, if such day is not a business day, the next succeeding
business day); provided, however, that a notice delivered by facsimile shall    
only be effective if and when confirmation is received of receipt of the        
facsimile at the number provided in this Section 7(a). All notices shall be     
addressed as follows:                                                           

If to Purchaser, to:                                    

ARC Acquisition Co., L.L.C.                 
c/o Code Hennessy & Simmons                 
10 South Wacker Drive, Suite 3175           
Chicago, IL 60606                           
Facsimile: (312) 876-3854                   
Attention: Thomas J. Formolo                
Marcus L. George    

         with a copy (which shall not constitute notice to the
Purchaser) to:                              

Altheimer & Gray                            

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10 South Wacker Drive, Suite 4000           
Chicago, IL 60606                           
Facsimile: (312) 715-4800                   
Attention: S. Michael Peck                  
James R. Cruger                             

If to Holdco, to:                                       

c/o American Reprographics Company, L.L.C.  
900 Palm Avenue                             
South Pasadena, CA 91030                    
Attention: Sathy Chandramohan               
Suri Suriyakumar    
Facsimile: (626) 441-6649                   

and to:                                     

ZS Fund L.P.                                
120 West 45th Street                        
Suite 2600                                  
New York, NY 10036                          
Attention: Robert A. Home                   
Douglas A. Brown    
Facsimile: (212) 398-1808                   

                  with a copy (which shall not constitute notice to the Company)
to:                                         

Kirkland & Ellis                            
153 East 53rd Street                        
New York, NY 10022                          
Attention: Patrick C. Gallagher             
Geoffrey W. Levin   
Facsimile: (212) 446-4900                   

and to:                                     

Hanson, Bridgett, Marcus, Vlahos & Rudy     
333 Market Street                           
23rd Floor                                  
San Francisco, CA 04105                     
Attention: Richard J. Stratton              
Fred B. Weil        
Facsimile: (415) 541-9366                   

If to ZS, to:                               

c/o ZS Fund L.P.                            
120 West 45th Street                        
Suite 2600                                  
New York, NY 10036                          
Attention:  Robert A. Horne                 

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Douglas A. Brown    
Facsimile: (212) 398-1808                   

                  with a copy (which shall not constitute notice to the Company)
to:                                         

Kirkland & Ellis                            
153 East 53rd Street                        
New York, NY 10022                          
Attention: Patrick C. Gallagher             
Geoffrey W. Levin 
Facsimile: (212) 446-4900                   

and/or to such other respective addresses and/or addressees as may be designated
by notice given in accordance with the provisions of this Section 7(a).         

            (b) Applicable Law. This Indemnification Agreement shall be governed
and controlled as to validity, enforcement, interpretation, construction, effect
and in all other respects by the internal laws of the State of Illinois         
applicable to contracts made in that State.                                     

         (c) Binding Effect; Benefit. This Indemnification Agreement shall
inure to the benefit of and be binding upon the parties hereto, and their       
successors and permitted assigns. Nothing in this Indemnification Agreement,    
express or implied, is intended to confer on any person other than the parties  
hereto, and their respective successors and permitted assigns any rights,       
remedies, obligations or liabilities under or by reason of this Indemnification 
Agreement.                                                                      

      (d) Assignability. This Indemnification Agreement shall not be
assignable by the parties without the prior written consent of the other        
parties, except that at or prior to the Closing Purchaser may assign its rights 
and delegate its duties under this Indemnification Agreement to a subsidiary    
entity or to any affiliate and may assign its rights under this Indemnification 
Agreement to its lenders for collateral security purposes, and after the        
Closing, Purchaser, Holdco or Company may assign their respective rights and    
delegate its duties under this Indemnification Agreement to any third party.    

            (e) Amendments. This Indemnification Agreement shall not be modified
or amended except pursuant to an instrument in writing executed and delivered on
behalf of each of the parties hereto.                                           

    (f) Headings. The headings contained in this Indemnification
Agreement are for convenience of reference only and shall not affect the meaning
or interpretation of this Indemnification Agreement.                            

           (g) Counterparts. This Indemnification Agreement may be executed in
multiple counterparts, each of which shall be deemed to be an original, and all 
such counterparts shall constitute but one instrument.                          

      (h) Further Assurances. The parties shall execute such further
documents, and perform such further acts, as may be necessary to otherwise      
comply with the terms of this Indemnification Agreement, the Recap Agreement,   
the Operating Agreement and the other Transaction Documents and consummate the  
transactions contemplated hereby and thereby.                                   

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 (i) Severability. The invalidity of any provision of this
Indemnification Agreement or a portion of a provision shall not affect the      
validity of any other provision of this Indemnification Agreement or the        
remaining portion of the applicable provision.                                  

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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   IN WITNESS WHEREOF, the parties hereto have caused this Indemnification
Agreement to be duly executed as of the day and year first above written.       

                 ARC ACQUISITION CO., L.L.C.

             By:   /s/ MARCUS GEORGE
                                ------------------------------
                      Name:  Marcus George
                  Title: Secretary

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                              AMERICAN REPROGRAPHICS COMPANY HOLDINGS,
        L.L.C.

               By:   /s/ S. CHANDRAMOHAN
                                    ----------------------------------

                        Name:  S. Chandramohan
            Title: CEO

                            AMERICAN REPROGRAPHICS COMPANY, L.L.C.

               By:   /s/ S. CHANDRAMOHAN
                                    ----------------------------------
                        Name:  S. Chandramohan
                  Title: President

         /s/ S. CHANDRAMOHAN
                              ----------------------------------------
                SATHIYAMURTHY CHANDRAMOHAN

        /s/ K. SURIYAKUMAR
                              ----------------------------------------
                  KUMARAKULASINGAM SURIYAKUMAR

        MICRO DEVICE, INC.

               By:   /s/ S. CHANDRAMOHAN
                                    ----------------------------------
                        Name:  S. Chandramohan
                  Title: President

SIGNATURES TO INDEMNIFICATION AGREEMENT CONTINUED ON NEXT PAGE

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  ZS FORD L.P.

                              By:  ZS FORD L.L.C., its general partner

            By:   /s/ ROBERT HORNE
                                     -----------------------------------
                        Name:  Robert A. Horne
                Title: Manager

    ZS FORD L.L.C.

            By:   /s/ ROBERT HORNE
                                     -----------------------------------
                        Name:  Robert A. Horne
                Title: Manager

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Dates Referenced Herein

				Referenced-On Page
This ‘S-1’ Filing		Date		First		Last			Other Filings
Filed on:		10/15/04							None on these Dates
		4/10/00		1
		4/6/00		1
		11/20/97		2
									List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Arc Document Solutions, Inc.      10-K       12/31/23   85:8.6M
 2/23/23  Arc Document Solutions, Inc.      10-K       12/31/22   82:9.1M
 2/24/22  Arc Document Solutions, Inc.      10-K       12/31/21   81:9M
 2/24/21  Arc Document Solutions, Inc.      10-K       12/31/20   82:9M