Exhibit 99.3
GUARANTY
THIS
GUARANTY (“ Guaranty ”) dated as of January 2,
2007 is executed and delivered by CONSOLIDATED GRAPHICS, INC., a
Texas corporation (“ Guarantor ”), to JPMORGAN
CHASE BANK, N.A., TORONTO BRANCH, as Administrative Agent (in such
capacity herein called “ Administrative Agent ”)
under the Credit Agreement (hereinafter defined), for the benefit
of Lenders (as defined in the Credit Agreement).
ARTICLE 1
Section 1.1 Definitions . As used in this Guaranty,
these terms shall have these respective meanings:
Borrower means CONSOLIDATED ANNAN & BIRD
LITHOGRAPHERS, LTD., a New Brunswick corporation.
Credit Agreement means that certain Credit Agreement dated
concurrently herewith executed by and among Borrower,
Administrative Agent and certain financial institutions therein
named and all amendments, supplements, restatements or replacements
to any of the foregoing from time to time.
Credit Documents shall have the meaning ascribed to such term in
the Credit Agreement.
Debt means all debt (principal, interest or other)
evidenced by the Revolving Notes and all debt (principal, interest
or other) incurred under or evidenced by the other Credit
Documents, including obligations now or hereafter owing to any
Lender under a Hedging Agreement and the LOC Obligations. The Debt
includes interest and other obligations accruing or arising after
commencement of any case under any bankruptcy or similar laws by or
against any Obligor. The Debt also includes all reasonable
attorneys’ fees and any other reasonable expenses incurred by
Administrative Agent in enforcing any of the Credit
Documents.
Obligor means Guarantor, Borrower and each other Credit
Party.
Person shall have the meaning ascribed to such term in
the Credit Agreement.
Revolving Notes shall have the meaning ascribed to such term in
the Credit Agreement.
ARTICLE 2
Section 2.1 Execution of Credit Documents . Borrower
and Obligors have executed and delivered the Credit
Documents.
Section 2.2 Consideration . In consideration of the
credit and financial accommodations contemplated to be extended to
Borrower pursuant to the Credit Documents or otherwise, which
Guarantor has determined will substantially benefit Guarantor
directly or indirectly, and for other good and valuable
consideration, the receipt and sufficiency of which Guarantor
hereby acknowledges, Guarantor executes and delivers this Guaranty
to Administrative Agent with the intention of being presently and
legally bound by its terms.
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ARTICLE 3
Section 3.1 Payment Guaranty . Guarantor
unconditionally guarantees to Administrative Agent for the ratable
benefit of Lenders the full, prompt and punctual payment of the
Debt when due (whether at its stated maturity, by acceleration or
otherwise) in accordance with the Credit Documents. This Guaranty
is irrevocable, unconditional and absolute, and if for any reason
all or any portion of the Debt shall not be paid when due,
Guarantor will immediately pay the Debt to Administrative Agent or
other Person entitled to it, in Dollars or Canadian Dollars (as the
case may be), regardless of (a) any defense, right of set-off
or counterclaim which any Obligor may have or assert (other than a
defense that the Debt has been paid in part or in full) and
(b) whether Administrative Agent or any other Person shall
have taken any steps to enforce any rights against any Obligor or
any other Person to collect any of the Debt.
Section 3.2 Obligations Not Affected .
Guarantor’s covenants, agreements and obligations under this
Guaranty shall in no way be released, diminished, reduced, impaired
or otherwise affected by reason of the happening from time to time
of any of the following things, for any reason, whether by
voluntary act, operation of law or order of any competent
governmental authority and whether or not Guarantor is given any
notice or is asked for or gives any further consent (all
requirements for which, however arising, Guarantor hereby
WAIVES):
(a) release or waiver of any obligation or
duty to perform or observe any express or implied agreement,
covenant, term or condition in or imposed by any of the Credit
Documents or by applicable law on any Obligor or any party to the
Credit Documents (other than Guarantor).
(b) extension of the time for payment of
any part of the Debt or any other sums payable under the Credit
Documents, extension of the time for performance of any other
obligation under or arising out of or in connection with the Credit
Documents or change in the manner, place or other terms of such
payment or performance.
(c) settlement or compromise of any of the
Debt as to any Obligor other than Guarantor.
(d) renewal, supplementing, modification,
rearrangement, amendment, restatement, replacement, or
reinstatement (whether or not material) of any part of any of the
Credit Documents or any obligations under the Credit Documents of
any Obligor or any other party to the Credit Documents (without
limiting the number of times any of the foregoing may
occur).
(e) acceleration of the time for payment or
performance of any Debt or other obligation under any of the Credit
Documents or exercise of any other right, privilege or remedy under
or in regard to any of the Credit Documents.
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(f) failure, omission, delay, neglect,
refusal or lack of diligence by Administrative Agent or any other
Person to assert, enforce, give notice of intent to
exercise—or any other notice with respect to—or
exercise any right, privilege, power or remedy conferred on
Administrative Agent or any other Person in any of the Credit
Documents or by law or action on the part of Administrative Agent
or any other Person granting indulgence, grace, adjustment,
forbearance or extension of any kind to any Obligor or any other
Person.
(g) release, surrender, exchange,
subordination or loss of any security or lien priority under any of
the Credit Documents or in connection with the Debt.
(h) release, modification or waiver of, or
failure, omission, delay, neglect, refusal or lack of diligence to
enforce, any Security Document or other guaranty, pledge, mortgage,
deed of trust, security agreement, lien, charge, insurance
agreement, bond, letter of credit or other security device,
guaranty, surety or indemnity agreement whatsoever.
(i) taking or acceptance of any other
security or guaranty for the payment or performance of any or all
of the Debt or the obligations of any Obligor.
(j) release, modification or waiver of, or
failure, omission, delay, neglect, refusal or lack of diligence to
enforce, any right, benefit, privilege or interest under any
contract or agreement, under which the rights of any Obligor have
been collaterally or absolutely assigned, or in which a security
interest has been granted, as direct or indirect security for
payment of the Debt or performance of any other obligations
to—or at any time held by—Administrative Agent or any
Lender.
(k) death, legal incapacity, disability,
voluntary or involuntary liquidation, dissolution, sale of any
collateral, marshaling of assets and liabilities, change in
corporate or organizational status, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt or
other similar proceedings of or affecting any Obligor or any of the
assets of any Obligor, even if any of the Debt is thereby rendered
void, unenforceable or uncollectible against any other
Person.
(l) occurrence or discovery of any
irregularity, invalidity or unenforceability of any of the Debt or
Credit Documents or any defect or deficiency in any of the Debt or
Credit Documents, including the unenforceability of any provisions
of any of the Credit Documents because entering into any such
Credit Document was ultra vires or because anyone who
executed them exceeded their authority.
(m) failure to acquire, protect or perfect
any lien or security interest in any collateral intended to secure
any part of the Debt or any other obligations under the Credit
Documents or failure to maintain perfection.
(n) failure by Administrative Agent or any
other Person to notify—or timely notify—Guarantor of
any default, event of default or similar event (however
denominated) under any of the Credit Documents, any renewal,
extension, supplementing, modification, rearrangement, amendment,
restatement, replacement, or reinstatement (whether or not
material) or assignment of any part of the Debt, release or
exchange of any security, any other action taken or not taken by
Administrative Agent against any Obligor or any other Person or any
direct or indirect security for any part of the Debt or other
obligation of Borrower, any new agreement between Administrative
Agent and/or any Lender and any Obligor or any other Person or any
other event or circumstance.
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(o) occurrence of any event or
circumstances which might otherwise constitute a defense (other
than the defense that the Debt has been paid in part or in full)
available to, or a discharge of, any Obligor, including failure of
consideration, fraud by or affecting any Person, usury, forgery,
breach of warranty, failure to satisfy any requirement of the
statute of frauds, running of any statute of limitation, accord and
satisfaction and any defense based on electio
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