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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 election of remedies of any type.
(p) recei
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