FIFTH AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into
as of July 30, 2009 (the “Effective Date”) by and among CONSOLIDATED GRAPHICS, INC., a
Texas corporation (the “Borrower”); each of the Lenders which is or may from time to time
become a party to the Credit Agreement (as defined below) (individually, a “Lender” and,
collectively, the “Lenders”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, acting as
administrative agent for the Lenders (in such capacity, together with its successors in such
capacity, the “Administrative Agent”).
RECITALS
A. The Borrower, the Lenders and the Administrative Agent executed and delivered that certain
Credit Agreement dated as of October 6, 2006, as amended by instruments dated as of January 2,
2007, November 9, 2007, March 13, 2008 and August 4, 2008. Said Credit Agreement, as amended,
supplemented and restated, is herein called the “Credit Agreement”. Any capitalized term
used in this Amendment and not otherwise defined shall have the meaning ascribed to it in the
Credit Agreement.
B. The Borrower, the Lenders and the Administrative Agent desire to amend the Credit Agreement
in certain respects.
NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations
and warranties herein set forth, and further good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the Administrative
Agent do hereby agree as follows:
SECTION 1. Amendments to Credit Agreement.
(a) The definition of “Applicable Percentage” set forth in Section 1.1 of the
Credit Agreement is hereby amended to read in its entirety as follows:
“Applicable Percentage” shall mean, for any day, the rate per annum set
forth below opposite the applicable Level then in effect, it being understood that
the Applicable Percentage for (i) Revolving Loans which are Alternate Base Rate
Loans shall be the percentage set forth under the column “Alternate Base Rate Margin
for Revolving Loans”, (ii) Revolving Loans which are LIBOR Rate Loans shall be the
percentage set forth under the column “LIBOR Rate Margin for Revolving Loans and
Letter of Credit Fee”, (iii) the Commitment Fee shall be the percentage set forth
under the column “Commitment Fee” and (iv) the Letter of Credit Fee shall be the
percentage set forth under the column “LIBOR Rate Margin for Revolving Loans and
Letter of Credit Fee”:
| LIBOR Rate Margin | ||||||||
| Alternate Base Rate | for Revolving Loans | |||||||
| Leverage | Margin for | and Letter of | Commitment | |||||
| Level | Ratio | Revolving Loans | Credit Fee | Fee | ||||
| I | < 1.00 to 1.0 | 0.125% | 1.625% | 0.25% | ||||
| II | < 1.50 to 1.0 but ³ 1.00 to 1.0 |
0.25% | 1.75% | 0.25% | ||||
| III | < 2.00 to 1.0 but ³ 1.50 to 1.0 |
0.50% | 2.00% | 0.25% | ||||
| IV | < 2.50 to 1.0 but ³ 2.00 to 1.0 |
0.75% | 2.25% | 0.375% | ||||
| V | < 3.00 to 1.0 but ³ 2.50 to 1.0 |
1.00% | 2.50% | 0.375% | ||||
| VI | < 3.50 to 1.0 but ³ 3.00 to 1.0 |
1.25% | 2.75% | 0.50% | ||||
| VII | ³ 3.50 to 1.0 | 1.50% | 3.00% | 0.50% |
The Applicable Percentage shall, in each case, be determined and adjusted quarterly
on the date five (5) Business Days after the date on which the Administrative Agent
has received from the Borrower the quarterly financial information and
certifications required to be delivered to the Administrative Agent and the Lenders
in accordance with the provisions of Sections 5.1(b) and 5.2(b)
(each an “Interest Determination Date”). Such Applicable Percentage shall
be effective from such Interest Determination Date until the next such Interest
Determination Date. After the Closing Date, if the Borrower shall fail to provide
the quarterly financial information and certifications in accordance with the
provisions of Sections 5.1(b) and 5.2(b), the Applicable Percentage
from such Interest Determination Date shall, on the date five (5) Business Days
after the date by which the Borrower was so required to provide such financial
information and certifications to the Administrative Agent and the Lenders, be based
on Level VII until such time as such information and certifications are provided,
whereupon the Level shall be determined by the then current Leverage Ratio.
(b) The definition of “Consolidated EBITDA” set forth in Section 1.1 of the
Credit Agreement is hereby amended to read in its entirety as follows:
“Consolidated EBITDA” shall mean, for any period, the sum of (i)
Consolidated Net Income for such period, plus (ii) an amount which, in the
determination of Consolidated Net Income for such period, has been deducted for (A)
Consolidated Interest Expense, (B) total federal, state, local and foreign income
taxes and other similar taxes, (C) losses (or minus gains) on the sale or
2
disposition of assets outside the ordinary course of business and (D)
depreciation, amortization expense and other non-cash charges, all as determined in
accordance with GAAP. Non-cash charges that are added back to Consolidated Net
Income in subsection (D), but are ultimately paid in cash will be deducted from
Consolidated EBITDA at the time cash payments are made (other than the litigation
charges in the amount of $17,000,000 specified and described in the December 31,
2008 Form 10k filing by the Borrower, which shall continue to be excluded from the
calculation of Consolidated EBITDA in the event it is paid).
(c) The definition of “Issuing Lender” set forth in Section 1.1 of the Credit
Agreement is hereby amended to read in its entirety as follows:
“Issuing Lender” means either of JPM Chase or Xxxxx Fargo Bank,
National Association (at Borrower’s election), in its capacity as the issuer of
Letters of Credit hereunder.
(d) A new clause (xi) is hereby added to the definition of “Permitted Liens”
set forth in Section 1.1 of the Credit Agreement, such new clause to read in its entirety
as follows:
(xi) Liens securing Indebtedness permitted under Section 6.1(i).
(e) Section 2.3(a) of the Credit Agreement is hereby amended to read in its entirety
as follows:
(a) Issuance. Subject to the terms and conditions hereof and of the
LOC Documents, if any, and any other terms and conditions which the Issuing Lender
may reasonably require consistent with customary practice at such time, during the
Commitment Period the Issuing Lender shall issue, and the Lenders shall participate
in, Letters of Credit for the account of the Borrower from time to time upon request
in a form acceptable to the Issuing Lender; provided, however, that
(i) the aggregate amount of LOC Obligations shall not at any time exceed THIRTY
MILLION DOLLARS ($30,000,000) (the “LOC Committed Amount”), (ii) the sum of
the aggregate amount of Revolving Loans plus Swingline Loans plus
LOC Obligations shall not at any time exceed the aggregate Revolving Committed
Amount, (iii) all Letters of Credit shall be denominated in U.S. Dollars and (iv)
Letters of Credit shall be issued for the purpose of supporting tax-advantaged
variable rate demand note financing and for other lawful corporate purposes and may
be issued as standby letters of credit, including in connection with workers’
compensation and other insurance programs, and trade letters of credit. Except as
otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have
an original expiry date more than twelve (12) months from the date of issuance;
provided, however, so long as no Default or Event of Default has
occurred and is continuing and subject to the other terms and conditions to the
issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may
be extended annually or periodically from time to time on the request of the
Borrower or by operation of the terms of the
3
applicable Letter of Credit to a date not more than twelve (12) months from the
date of extension; provided, further, that no Letter of Credit, as
originally issued or as extended, shall have an expiry date extending beyond the
Maturity Date. Each Letter of Credit shall comply with the related LOC Documents.
The issuance and expiry date of each Letter of Credit shall be a Business Day. Any
Letters of Credit issued hereunder shall be in a minimum original face amount of
$10,000 or such other amount as agreed by the Administrative Agent and the Borrower.
JPM Chase or Xxxxx Fargo Bank, National Association shall be the Issuing Lender on
all Letters of Credit issued after July 30, 2009.
(f) Section 5.9 of the Credit Agreement is hereby amended to read in its entirety as
follows:
Section 5.9 Financial Covenants.
The Borrower shall, and shall cause each other Credit Party to, comply with the
following financial covenants:
(a) Leverage Ratio. The Leverage Ratio shall be less than or equal to
(i) as of the last day of each fiscal quarter of the Borrower and its Subsidiaries
during the period from and after July 30, 2009 through and including March 31, 2010,
3.75 to 1.00, (ii) as of the last day of each fiscal quarter of the Borrower and its
Subsidiaries during the period from and after April 1, 2010 through and including
September 30, 2010, 3.50 to 1.00, (iii) as of the last day of each fiscal quarter of
the Borrower and its Subsidiaries during the period from and after October 1, 2010
through and including March 31, 2011, 3.00 to 1.00, and (iv) as of the last day of
each fiscal quarter of the Borrower and its Subsidiaries thereafter, 2.75 to 1.0.
(b) Interest Coverage Ratio. The Interest Coverage Ratio, as of the
last day of each fiscal quarter of the Borrower and its Subsidiaries occurring from
and after July 30, 2009, shall be greater than or equal to 2.00 to 1.0.
(c) Consolidated Capital Expenditures. As of the end of each fiscal
quarter of the Borrower beginning with the fiscal quarter ending June 30, 2008,
Consolidated Capital Expenditures of the Borrower for the immediately preceding
twelve month period shall not exceed two hundred percent (200%) of the last twelve
month depreciation and amortization of the Borrower and its consolidated
Subsidiaries determined on a rolling four fiscal quarter basis.
(g) Section 6.1(b) of the Credit Agreement is hereby amended to read in its entirety
as follows:
(b) Indebtedness of the Borrower and its Subsidiaries existing as of July 30,
2009 and set out more specifically in Schedule 6.1(b) hereto and
Indebtedness assumed after July 30, 2009 in connection with acquisitions
4
permitted under Section 6.6(c) (provided that such Indebtedness was not
incurred in connection with such acquisition and any Liens existing in connection
with such Indebtedness shall relate only to the assets financed thereby), and
renewals, refinancings or extensions of any of the above in a principal amount not
in excess of that outstanding as of the date of such renewal, refinancing or
extension plus normal and customary fees and other transaction costs payable to
unaffiliated third parties incurred in connection therewith;
(h) Section 6.1(c) of the Credit Agreement is hereby amended to read in its entirety
as follows:
(c) Indebtedness of the Borrower and its Subsidiaries incurred after July 30,
2009 consisting of purchase money Indebtedness incurred to provide all or a portion
of the purchase price or cost of construction of any asset or property (any of which
may be funded up to, but not later than, 180 days after the date of acquisition of
the applicable asset or the date of completion of construction, as the case may be,
and up to $20,000,000 of which (in the aggregate) may be funded up to, but not later
than, 270 days after the date of acquisition of the applicable asset or the date of
completion of construction, as the case may be) provided that (i) such Indebtedness
when incurred shall not exceed the purchase price or cost of construction of such
asset or property; (ii) no such Indebtedness shall be refinanced for a principal
amount in excess of the principal balance outstanding thereon at the time of such
refinancing (provided that separate purchase money Indebtedness facilities may be
aggregated in connection with any refinancing, in which event the aggregate
refinanced amount may be secured by all of the assets that secured such separate
facilities and, in such event, Agent shall, upon request by Borrower, execute lien
subordination agreements whereby the Liens under the Credit Documents are
subordinated to the Liens securing the applicable refinancing and otherwise in form
and substance reasonably satisfactory to the Administrative Agent); and (iii) the
amount of such Indebtedness incurred pursuant to this Section 6.1(c) plus
the amount of the Indebtedness of the type described herein and set forth on
Schedule 6.1(b) shall not exceed the Purchase Money Debt Basket in effect
from time to time;
(i) Section 6.1(i) of the Credit Agreement is hereby amended to read in its entirety
as follows:
(i) Other Indebtedness of the Borrower and its Subsidiaries incurred after June 30,
2006 which does not exceed $15,000,000 in the aggregate at any time outstanding.
(j) Section 6.6(c) of the Credit Agreement is hereby amended to read in its entirety
as follows:
5
(c) enter into any transaction or series of transactions for the purposes of acquiring
all or a substantial portion of the assets, property and/or Capital Stock of any Person
other than, so long as no Default or Event of Default shall have occurred and be continuing
or would result therefrom on a Pro Forma Basis, the acquisition by any Credit Party of all
or a majority of the Capital Stock or other ownership interest in (or all or a substantial
portion of the assets, property and/or operations of) any Person provided that (i) such
acquisition is of a Person in the same or a similar line of business, (ii) the Borrower can
demonstrate, on a Pro Forma Basis, after giving effect to such acquisition that the Leverage
Ratio of the Borrower does not exceed the then current maximum Leverage Ratio under
Section 5.9(a) hereof minus 0.25, and (iii) the Borrower shall comply with
the requirements of Section 5.2(e) hereof.
(k) Section 6.12 of the Credit Agreement is hereby amended to read in its entirety as
follows:
Section 6.12 Restricted Payments.
The Borrower will not, nor will it permit any Subsidiary to, directly or
indirectly, declare, order, make or set apart any sum for or pay any Restricted
Payment, except (a) to make dividends payable solely in the same class of Capital
Stock of such Person, (b) to make dividends or other distributions payable to any
Credit Party (directly or indirectly through Subsidiaries), (c) as permitted by
Section 6.13 and (d) so long as no Default or Event of Default shall have
occurred and be continuing, or would result therefrom, the Borrower may repurchase
shares of its Capital Stock during the term of this Agreement in any amount, so long
as (i) the Borrower can demonstrate, after giving effect to such purchase (A)
compliance on a Pro Forma Basis with the financial covenants set forth in
Section 5.9 hereof, as set forth in a compliance certificate and (B) the
Leverage Ratio of the Borrower after giving effect to any such repurchase on a Pro
Forma Basis shall not exceed 1.75 to 1.00.
(l) Schedule 6.1(b) to the Credit Agreement is hereby amended to be identical to
Schedule 6.1(b) attached hereto.
SECTION 2. Ratification. Except as expressly amended by this Amendment, the Credit
Agreement and the other Credit Documents shall remain in full force and effect. None of the
rights, title and interests existing and to exist under the Credit Agreement are hereby released,
diminished or impaired, and the Borrower hereby reaffirms all covenants, representations and
warranties in the Credit Agreement.
SECTION 3. Expenses. The Borrower shall pay to the Administrative Agent all
reasonable fees and expenses of its legal counsel incurred in connection with the execution of this
Amendment.
SECTION 4. Certifications. The Borrower hereby certifies that (a) no material adverse
change in the assets, liabilities, financial condition, business or affairs of the Borrower has
6
occurred and (b) subject to the waiver set forth herein, no Default or Event of Default has
occurred and is continuing or will occur as a result of this Amendment.
SECTION 5. Miscellaneous. This Amendment (a) shall be binding upon and inure to the
benefit of the Borrower, the Lenders and the Administrative Agent and their respective successors,
assigns, receivers and trustees; (b) may be modified or amended only by a writing signed by the
required parties; (c) shall be governed by and construed in accordance with the laws of the State
of Texas and the United States of America; (d) may be executed in several counterparts by the
parties hereto on separate counterparts, and each counterpart, when so executed and delivered,
shall constitute an original agreement, and all such separate counterparts shall constitute but one
and the same agreement and (e) together with the other Credit Documents, embodies the entire
agreement and understanding between the parties with respect to the subject matter hereof and
supersedes all prior agreements, consents and understandings relating to such subject matter. The
headings herein shall be accorded no significance in interpreting this Amendment.
SECTION 6. Amendment Fee.. No part of this Amendment shall become effective until the
Borrowers shall have paid to the Administrative Agent (for the pro rata benefit of the Lenders
executing and delivering this Amendment by the Effective Date) amendment fees equal to 0.25% of the
Revolving Commitment of each such Lender so executing this Amendment.
[signature pages follow]
7
NOTICE PURSUANT TO TEX. BUS. & COMM. CODE §26.02
THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER CREDIT DOCUMENTS EXECUTED BY
ANY OF THE PARTIES PRIOR HERETO OR SUBSTANTIALLY CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN
AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have caused this
Amendment to be signed by their respective duly authorized officers, effective as of the date first
above written.
| CONSOLIDATED GRAPHICS, INC., a Texas corporation |
||||
| By: | /s/ Xxx X. Xxxx, | |||
| Executive Vice President and Chief Financial Officer |
||||
| JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender |
||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Vice President | ||||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION | ||||
| By: | /s/ H. Xxxxxxx Xxxxxxxx | |||
| Vice President | ||||
| BANK OF AMERICA, N.A. | ||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Vice President | ||||
Unnumbered signature page to Fifth Amendment to Credit Agreement
for Consolidated Graphics, Inc.
for Consolidated Graphics, Inc.
| COMERICA BANK | ||||
| By: | /s/ XxXxx Xxxx | |||
| Assistant Vice President | ||||
| WACHOVIA BANK, NATIONAL ASSOCIATION | ||||
| By: | /s/ H. Xxxxxxx Xxxxxxxx | |||
| Vice President | ||||
| RBS CITIZENS, N.A. | ||||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |||
| Vice President | ||||
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | ||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Vice President & Manager | ||||
| BANK OF TEXAS, N.A. | ||||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |||
| Senior Vice President | ||||
| AMEGY BANK NATIONAL ASSOCIATION | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Senior Vice President | ||||
Unnumbered signature page to Fifth Amendment to Credit Agreement
for Consolidated Graphics, Inc.
for Consolidated Graphics, Inc.
The undersigned hereby join in this Amendment to evidence their consent to execution by Borrower of
this Amendment, to confirm that each Credit Document now or previously executed by the undersigned
applies and shall continue to apply to the Credit Agreement, as amended hereby, to acknowledge that
without such consent and confirmation, Banks would not execute this Amendment and to join in the
notice pursuant to Tex. Bus. & Comm. Code §26.02 set forth above.
A&A AMALGAMATED PRINTING ENTERPRISES, INC.,
a California corporation,
AGS CUSTOM GRAPHICS, INC.,
a Maryland corporation,
AMERICAN LITHOGRAPHERS, INC.,
a California corporation,
APPLE GRAPHICS, INC.,
a California corporation,
AUSTIN PRINTING COMPANY, INC.,
a Georgia corporation,
AUTOMATED GRAPHIC IMAGING/COPY CENTER, INC.,
a District of Columbia corporation,
AUTOMATED GRAPHIC SYSTEMS, LLC,
a Maryland limited liability company,
BIGINK MAILING & FULFILLMENT COMPANY,
a Kansas corporation,
BRIDGETOWN PRINTING CO.,
an Oregon corporation,
XXXXX LITHOGRAPHING CO.,
an Ohio corporation,
CDS PUBLICATIONS, INC.,
an Oregon corporation,
CGML GENERAL PARTNER, INC.,
a Delaware corporation,
CGML, LLC,
a Delaware limited liability company,
CGX CALIFORNIA CONTRACTORS, INC.,
a California corporation
CGX SOLUTIONS, INC.,
a Texas corporation
XXXX. X. XXXXX COMPANY,
a Texas corporation,
XXXX. X. XXXXX COMPANY, INC.,
a New York corporation,
CLEAR VISIONS, INC.,
a Texas corporation,
a California corporation,
AGS CUSTOM GRAPHICS, INC.,
a Maryland corporation,
AMERICAN LITHOGRAPHERS, INC.,
a California corporation,
APPLE GRAPHICS, INC.,
a California corporation,
AUSTIN PRINTING COMPANY, INC.,
a Georgia corporation,
AUTOMATED GRAPHIC IMAGING/COPY CENTER, INC.,
a District of Columbia corporation,
AUTOMATED GRAPHIC SYSTEMS, LLC,
a Maryland limited liability company,
BIGINK MAILING & FULFILLMENT COMPANY,
a Kansas corporation,
BRIDGETOWN PRINTING CO.,
an Oregon corporation,
XXXXX LITHOGRAPHING CO.,
an Ohio corporation,
CDS PUBLICATIONS, INC.,
an Oregon corporation,
CGML GENERAL PARTNER, INC.,
a Delaware corporation,
CGML, LLC,
a Delaware limited liability company,
CGX CALIFORNIA CONTRACTORS, INC.,
a California corporation
CGX SOLUTIONS, INC.,
a Texas corporation
XXXX. X. XXXXX COMPANY,
a Texas corporation,
XXXX. X. XXXXX COMPANY, INC.,
a New York corporation,
CLEAR VISIONS, INC.,
a Texas corporation,
Unnumbered signature page to Fifth Amendment to Credit Agreement
for Consolidated Graphics, Inc.
for Consolidated Graphics, Inc.
COLUMBIA COLOR, INC.,
a California corporation,
CONSOLIDATED CARQUEVILLE PRINTING COMPANY,
an Illinois corporation
CONSOLIDATED GRAPHICS CALIFORNIA,
a California corporation,
CONSOLIDATED GRAPHICS DEVELOPMENT COMPANY,
a Delaware corporation,
CONSOLIDATED GLOBAL GROUP, INC.,
a Texas corporation,
CONSOLIDATED GRAPHICS INTERNATIONAL, INC.,
a Delaware corporation,
CONSOLIDATED GRAPHICS SERVICES, INC.,
a Delaware corporation,
CONSOLIDATED GRAPHICS PROPERTIES, INC.,
a Texas corporation,
CONSOLIDATED GRAPHICS PROPERTIES II, INC.,
a Texas corporation,
COPY-MOR, INC.,
an Illinois corporation,
COURIER PRINTING COMPANY,
a Tennessee corporation,
DIGITAL DIRECT, LLC,
a Pennsylvania limited liability company,
DIRECT COLOR, INC.,
a California corporation,
EAGLE PRESS, INC.,
a California corporation,
EASTWOOD PRINTING CORPORATION,
a Colorado corporation,
ELECTRIC CITY PRINTING COMPANY,
a South Carolina corporation,
EMERALD CITY GRAPHICS, INC.,
a Washington corporation,
XXXXXX BROS. PRINTING CO.,
a Colorado corporation,
XXXXXXXX PRINTING COMPANY,
a Colorado corporation,
XXXXXX PRINTING COMPANY,
an Iowa corporation,
XXXXX PRINTING COMPANY, INC.,
a Pennsylvania corporation,
a California corporation,
CONSOLIDATED CARQUEVILLE PRINTING COMPANY,
an Illinois corporation
CONSOLIDATED GRAPHICS CALIFORNIA,
a California corporation,
CONSOLIDATED GRAPHICS DEVELOPMENT COMPANY,
a Delaware corporation,
CONSOLIDATED GLOBAL GROUP, INC.,
a Texas corporation,
CONSOLIDATED GRAPHICS INTERNATIONAL, INC.,
a Delaware corporation,
CONSOLIDATED GRAPHICS SERVICES, INC.,
a Delaware corporation,
CONSOLIDATED GRAPHICS PROPERTIES, INC.,
a Texas corporation,
CONSOLIDATED GRAPHICS PROPERTIES II, INC.,
a Texas corporation,
COPY-MOR, INC.,
an Illinois corporation,
COURIER PRINTING COMPANY,
a Tennessee corporation,
DIGITAL DIRECT, LLC,
a Pennsylvania limited liability company,
DIRECT COLOR, INC.,
a California corporation,
EAGLE PRESS, INC.,
a California corporation,
EASTWOOD PRINTING CORPORATION,
a Colorado corporation,
ELECTRIC CITY PRINTING COMPANY,
a South Carolina corporation,
EMERALD CITY GRAPHICS, INC.,
a Washington corporation,
XXXXXX BROS. PRINTING CO.,
a Colorado corporation,
XXXXXXXX PRINTING COMPANY,
a Colorado corporation,
XXXXXX PRINTING COMPANY,
an Iowa corporation,
XXXXX PRINTING COMPANY, INC.,
a Pennsylvania corporation,
Unnumbered signature page to Fifth Amendment to Credit Agreement
for Consolidated Graphics, Inc.
for Consolidated Graphics, Inc.
XXXXXXXXX PRINTING, INC.
a Kansas corporation,
GRAPHCOM LLC,
a Georgia limited liability company,
GRAPHIC COMMUNICATIONS, INC.,
a California corporation,
GRAPHIC TECHNOLOGY OF MARYLAND, INC.,
a Maryland corporation,
GRAPHION, INC.,
a California corporation,
XXXXX-XXXXXX GRAPHICS, INC.,
a Colorado corporation,
XXXXXX PRINTING COMPANY,
a Texas corporation,
GSL FINE LITHOGRAPHERS,
a California corporation,
GULF PRINTING COMPANY,
a Texas corporation,
H & N PRINTING & GRAPHICS, INC.,
a Maryland corporation,
HEATH PRINTERS, INC.
a Washington corporation
HERITAGE GRAPHICS, INC.,
a Texas corporation,
IMAGE SYSTEMS, LLC,
a Wisconsin limited liability company,
IRONWOOD LITHOGRAPHERS, INC.,
an Arizona corporation,
KELMSCOTT COMMUNICATIONS LLC,
a Delaware limited liability company,
KEYS PRINTING COMPANY,
a South Carolina corporation,
LINCOLN PRINTING CORPORATION,
an Indiana corporation,
MARYLAND XXXXXXXXXXX.XXX, INC.,
a Maryland corporation,
MAXIMUM GRAPHICS, INC.,
a Minnesota corporation,
XXXXXXX GRAPHIC ARTS, INC.,
a New Jersey corporation,
XXXXX PRESS, INC.,
a Michigan corporation,
MERCURY PRINTING COMPANY, LLC,
a Tennessee limited liability company,
a Kansas corporation,
GRAPHCOM LLC,
a Georgia limited liability company,
GRAPHIC COMMUNICATIONS, INC.,
a California corporation,
GRAPHIC TECHNOLOGY OF MARYLAND, INC.,
a Maryland corporation,
GRAPHION, INC.,
a California corporation,
XXXXX-XXXXXX GRAPHICS, INC.,
a Colorado corporation,
XXXXXX PRINTING COMPANY,
a Texas corporation,
GSL FINE LITHOGRAPHERS,
a California corporation,
GULF PRINTING COMPANY,
a Texas corporation,
H & N PRINTING & GRAPHICS, INC.,
a Maryland corporation,
HEATH PRINTERS, INC.
a Washington corporation
HERITAGE GRAPHICS, INC.,
a Texas corporation,
IMAGE SYSTEMS, LLC,
a Wisconsin limited liability company,
IRONWOOD LITHOGRAPHERS, INC.,
an Arizona corporation,
KELMSCOTT COMMUNICATIONS LLC,
a Delaware limited liability company,
KEYS PRINTING COMPANY,
a South Carolina corporation,
LINCOLN PRINTING CORPORATION,
an Indiana corporation,
MARYLAND XXXXXXXXXXX.XXX, INC.,
a Maryland corporation,
MAXIMUM GRAPHICS, INC.,
a Minnesota corporation,
XXXXXXX GRAPHIC ARTS, INC.,
a New Jersey corporation,
XXXXX PRESS, INC.,
a Michigan corporation,
MERCURY PRINTING COMPANY, LLC,
a Tennessee limited liability company,
Unnumbered signature page to Fifth Amendment to Credit Agreement
for Consolidated Graphics, Inc.
for Consolidated Graphics, Inc.
MERCURY WEB PRINTING, LLC.,
a Kansas corporation,
METROPOLITAN PRINTING SERVICES, LLC,
an Indiana limited liability company,
MOBILITY, INC.,
a Virginia corporation,
MOUNT XXXXXX PRINTING COMPANY,
a Maryland corporation,
MULTIPLE IMAGES PRINTING, INC.,
an Illinois corporation,
XXXX/ARTCRAFT, INC.,
a Missouri corporation,
XXXXXXX PRESS, INC.,
a Pennsylvania corporation,
PRECISION LITHO, INC.,
a California corporation,
PRIDE PRINTERS, INC.,
a Massachusetts corporation,
PRINTING CONTROL SERVICES, INCORPORATED,
a Washington corporation,
PCA, a Maryland limited liability company,
PBM GRAPHICS, INC.,
a North Carolina corporation,
PGH COMPANY, INC.,
a Delaware corporation,
PRINTING, INC.,
a Kansas corporation,
RUSH PRESS, INC.,
a California corporation,
S&S GRAPHICS, LLC,
a Maryland limited liability company,
S&S GRAPHICS PROPERTY, LLC,
a Delaware limited liability company,
XXXXXXXX GRAPHICS, LLC,
a Kansas limited liability company,
XXXXXXXX GRAPHICS PROPERTY, LLC,
a Kansas limited liability company,
STORTERCHILDS PRINTING CO., INC.,
a Florida corporation,
SUPERB PRINTING COMPANY,
a Texas corporation,
a Kansas corporation,
METROPOLITAN PRINTING SERVICES, LLC,
an Indiana limited liability company,
MOBILITY, INC.,
a Virginia corporation,
MOUNT XXXXXX PRINTING COMPANY,
a Maryland corporation,
MULTIPLE IMAGES PRINTING, INC.,
an Illinois corporation,
XXXX/ARTCRAFT, INC.,
a Missouri corporation,
XXXXXXX PRESS, INC.,
a Pennsylvania corporation,
PRECISION LITHO, INC.,
a California corporation,
PRIDE PRINTERS, INC.,
a Massachusetts corporation,
PRINTING CONTROL SERVICES, INCORPORATED,
a Washington corporation,
PCA, a Maryland limited liability company,
PBM GRAPHICS, INC.,
a North Carolina corporation,
PGH COMPANY, INC.,
a Delaware corporation,
PRINTING, INC.,
a Kansas corporation,
RUSH PRESS, INC.,
a California corporation,
S&S GRAPHICS, LLC,
a Maryland limited liability company,
S&S GRAPHICS PROPERTY, LLC,
a Delaware limited liability company,
XXXXXXXX GRAPHICS, LLC,
a Kansas limited liability company,
XXXXXXXX GRAPHICS PROPERTY, LLC,
a Kansas limited liability company,
STORTERCHILDS PRINTING CO., INC.,
a Florida corporation,
SUPERB PRINTING COMPANY,
a Texas corporation,
Unnumbered signature page to Fifth Amendment to Credit Agreement
for Consolidated Graphics, Inc.
for Consolidated Graphics, Inc.
SUPERIOR COLOUR GRAPHICS, INC.,
a Michigan corporation,
XXXXXX XXXXXX PRINTING COMPANY,
a Colorado corporation,
THE XXXXXXXXX COMPANY,
a Michigan corporation,
THE XXXXX-XXXXX COMPANY,
an Ohio corporation,
THE GRAPHICS GROUP, INC.,
a Texas corporation,
THE XXXXXXXX COMPANY,
a Kentucky corporation,
THE XXXXXX PRESS, INC.,
a Texas corporation,
THE XXXX X. XXXX COMPANY, INC.,
a Massachusetts corporation,
THE PIKES PEAK LITHOGRAPHIC CO.,
a Colorado corporation,
THE PRINTERY, INC.,
a Wisconsin corporation,
THEO. XXXXX SONS, INCORPORATED,
a North Carolina corporation,
THOUSAND OAKS PRINTING AND SPECIALTIES, INC.,
a California corporation,
XXXXXX PRINTERS, INC.,
a Texas corporation,
TULSA LITHO COMPANY,
an Oklahoma corporation,
TURSACK INCORPORATED,
a Pennsylvania corporation,
VALCOUR PRINTING, INC.,
a Missouri corporation,
WALNUT CIRCLE PRESS, INC.,
a North Carolina corporation,
WATERMARK PRESS, LTD.,
a California corporation,
WENTWORTH CORPORATION,
a South Carolina corporation,
WESTERN LITHOGRAPH COMPANY,
a Texas corporation,
WESTLAND PRINTERS, INC.,
a Maryland corporation,
XXXXXX BROTHERS, LLC,
a Wisconsin limited liability company,
WOODRIDGE PRESS, INC.,
a California corporation,
a Michigan corporation,
XXXXXX XXXXXX PRINTING COMPANY,
a Colorado corporation,
THE XXXXXXXXX COMPANY,
a Michigan corporation,
THE XXXXX-XXXXX COMPANY,
an Ohio corporation,
THE GRAPHICS GROUP, INC.,
a Texas corporation,
THE XXXXXXXX COMPANY,
a Kentucky corporation,
THE XXXXXX PRESS, INC.,
a Texas corporation,
THE XXXX X. XXXX COMPANY, INC.,
a Massachusetts corporation,
THE PIKES PEAK LITHOGRAPHIC CO.,
a Colorado corporation,
THE PRINTERY, INC.,
a Wisconsin corporation,
THEO. XXXXX SONS, INCORPORATED,
a North Carolina corporation,
THOUSAND OAKS PRINTING AND SPECIALTIES, INC.,
a California corporation,
XXXXXX PRINTERS, INC.,
a Texas corporation,
TULSA LITHO COMPANY,
an Oklahoma corporation,
TURSACK INCORPORATED,
a Pennsylvania corporation,
VALCOUR PRINTING, INC.,
a Missouri corporation,
WALNUT CIRCLE PRESS, INC.,
a North Carolina corporation,
WATERMARK PRESS, LTD.,
a California corporation,
WENTWORTH CORPORATION,
a South Carolina corporation,
WESTERN LITHOGRAPH COMPANY,
a Texas corporation,
WESTLAND PRINTERS, INC.,
a Maryland corporation,
XXXXXX BROTHERS, LLC,
a Wisconsin limited liability company,
WOODRIDGE PRESS, INC.,
a California corporation,
| By: | /s/ Xxx X. Xxxx, | |||
| Executive Vice President of each of the foregoing |
Unnumbered signature page to Fifth Amendment to Credit Agreement
for Consolidated Graphics, Inc.
for Consolidated Graphics, Inc.
SERCO FORMS, LLC,
a Kansas limited liability company
a Kansas limited liability company
| By: | BIGINK MAILING & FULFILLMENT COMPANY, a Kansas corporation, and MERCURY WEB PRINTING, INC., a Kansas corporation, Members |
|||||
| By: | /s/ Xxx X. Xxxx, Executive Vice President of each of the foregoing |
|||||
CONSOLIDATED GRAPHICS MANAGEMENT, LTD.,
a Texas limited partnership,
a Texas limited partnership,
| By: | CGML GENERAL PARTNER, INC., a Delaware corporation, sole general partner of Consolidated Graphics Management, Ltd. |
|||||
| By: | /s/ Xxx X. Xxxx, Executive Vice President |
|||||
CONSOLIDATED GRAPHICS DEVELOPMENT LLC,
a Delaware limited liability company
a Delaware limited liability company
| By: | CONSOLIDATED GRAPHICS DEVELOPMENT COMPANY, a Delaware corporation, Member |
|||||
| By: | /s/ Xxx X. Xxxx, Executive Vice President |
|||||
Unnumbered signature page to Fifth Amendment to Credit Agreement
for Consolidated Graphics, Inc.
for Consolidated Graphics, Inc.
