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GUARANTY

Guarantee Agreement

GUARANTY | Document Parties: CONSOLIDATED GRAPHICS, INC | JPMORGAN CHASE BANK, NA You are currently viewing:
This Guarantee Agreement involves

CONSOLIDATED GRAPHICS, INC | JPMORGAN CHASE BANK, NA

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Title: GUARANTY
Governing Law: Texas     Date: 1/5/2007
Industry: Printing Services     Sector: Services

GUARANTY, Parties: consolidated graphics  inc , jpmorgan chase bank  na
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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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