EXHIBIT 10.3
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "AMENDMENT") is made and
entered into as of April 26, 1999 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 Loan Agreement (as defined below)
(individually, a "LENDER" and, collectively, the "LENDERS"), BANKONE, TEXAS,
N.A., as Co-Agent, COMERICA BANK-TEXAS, as Co-Agent, FIRST UNION NATIONAL BANK,
as Co-Agent, and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking
association (previously known as Texas Commerce Bank National Association),
acting as agent for the Lenders (in such capacity, together with its successors
in such capacity, the "AGENT").
RECITALS
A. The Borrower, the Lenders and the Agent executed and delivered that
certain Loan Agreement dated as of June 4, 1997, which was amended by Amendment
to Loan Agreement dated as of August 4, 1998. Said Loan Agreement, as amended,
supplemented and restated, is herein called the "LOAN AGREEMENT". Any
capitalized term used in this Amendment and not otherwise defined shall have the
meaning ascribed to it in the Loan Agreement.
B. The Borrower, the Lenders and the Agent desire to amend the Loan
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 Agent do hereby agree as
follows:
SECTION 1. AMENDMENTS TO LOAN AGREEMENT.
(a) The reference to "$10,000,000" in SECTION 2.2 of the Loan Agreement is
hereby amended to read "$40,000,000" until March 31, 2000 (after which date, the
reference shall automatically revert to read "$10,000,000"). No Letter of Credit
shall be issued with an expiration date of March 31, 2000 or later if it would
cause aggregate Letter of Credit Liabilities under Letters of Credit having an
expiration date of March 31, 2000 or later to exceed $10,000,000.
(b) EXHIBIT A to the Loan Agreement is hereby amended to be identical to
EXHIBIT A attached hereto.
SECTION 2. RATIFICATION. Except as expressly amended by this Amendment,
the Loan Agreement and the other Loan Documents shall remain in full force and
effect. None of the rights, title and interests existing and to exist under the
Loan Agreement are hereby released, diminished
or impaired, and the Borrower hereby reaffirms all covenants, representations
and warranties in the
Loan Agreement.
SECTION 3. EXPENSES. The Borrower shall pay to the Agent all reasonable
fees and expenses of its respective legal counsel (pursuant to Section 11.3 of
the Loan Agreement) 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 occurred since March 31, 1998, and (b)
no uncured Default or uncured 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 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 Loan 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.
NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SS.26.02
THE LOAN AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER LOAN
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.
REMAINDER OF PAGE LEFT BLANK INTENTIONALLY
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IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have caused
this Amendment to be signed by their respective duly authorized officers,
effective as of the date first above written.
Exhibit A -- Revised Request for Extension of Credit
CONSOLIDATED GRAPHICS, INC.,
a Texas corporation
By: /s/ XXX X. XXXXX
Name: Xxx X. Xxxxx
Title: Chairman and Chief Executive Officer
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CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Agent and as a Lender
By: /s/ XXXXX X. DOLPHIN
Name: Xxxxx X. Dolphin
Title: Senior Vice President
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BANKONE, TEXAS, N.A.,
as Co-Agent and as a Lender
By: /s/ XXXX X. XXXX XX.
Name: Xxxx X. Xxxx Xx.
Title: Vice President
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COMERICA BANK-TEXAS,
as Co-Agent and as a Lender
By: /s/ XXXX XXXXXXXXX
Name: Xxxx Xxxxxxxxx
Title: Vice President
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FIRST UNION NATIONAL BANK,
as Co-Agent and as a Lender
By: /s/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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CIBC, INC.
By: /s/ XXXXXXXXX XXXX
Name: Xxxxxxxxx Xxxx
Title: Executive Director
CIBC Xxxxxxxxxxx Corp. As Agent
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BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. XxXxxx
Title: V.P & Manager
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NATIONSBANK, N.A.
By: /s/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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SUNTRUST BANK, ATLANTA
By: /s/ XXXXXX X. XXXXX
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
By: /s/ XXXX XXXXXXXX XXXX
Name: Xxxx Xxxxxxxx Xxxx
Title: Officer
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ XXXXXX XXXXXXXXX
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
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The undersigned hereby join in this Amendment to evidence their consent to
execution by Borrower of this Amendment, to confirm that each Loan Document now
or previously executed by the undersigned applies and shall continue to apply to
the Loan Agreement, as amended hereby, to acknowledge that without such consent
and confirmation, Lenders would not execute this Amendment and to join in the
notice pursuant to Tex. Bus. & Comm. Code ss.26.02 set forth above.
EACH SUBSIDIARY OF CONSOLIDATED
GRAPHICS, INC. WHICH IS A PARTY TO ANY
OF THE LOAN DOCUMENTS
By: /s/ XXX X. XXXXX
Name: Xxx X. Xxxxx
Title: Chairman and Chief Executive Officer
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[LETTERHEAD OF THE BORROWER]
REQUEST FOR EXTENSION OF CREDIT
________________, 199____
Chase Bank of Texas, National
Association, as Agent
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Manager, Diversified Corporate Group
Gentlemen:
The undersigned hereby certifies that he is the __________________________
of CONSOLIDATED GRAPHICS, INC., a Texas corporation (the "COMPANY"), and that as
such he is authorized to execute this Request for Extension of Credit (the
"REQUEST") on behalf of the Company pursuant to the Loan Agreement (as it may be
amended, supplemented or restated from time to time, the "AGREEMENT") dated as
of June 4, 1997, by and among the Company, Chase Bank of Texas, National
Association, as Agent, BankOne Texas, N.A., as Co-Agent, and the Lenders therein
named. The (check one) [ ] Loan [ ] Letter of Credit being requested hereby is
to be in the amount set forth in (b) below and is requested to be made on
__________________, which is a Business Day. The undersigned further certifies,
represents and warrants that to his knowledge, after due inquiry (each
capitalized term used herein having the same meaning given to it in the
Agreement unless otherwise specified herein):
(a) As of the date hereof:
(1) The aggregate outstanding amount of Revolving
Loan Obligations is: $__________
(2) The Letter of Credit Liabilities as of the
date hereof, before giving effect to the
Letter of Credit, if any, requested hereby, is: $__________
EXHIBIT A
to Loan Agreement
1
(3) The aggregate unused Revolving Loan Commitments
of all Lenders [$200,000,000 MINUS the amount
in (a)(1) above], if positive, is: $__________
(b) If and only if the aggregate unused Revolving Loan Commitments of
all Lenders is positive, the Company hereby requests under this
Request a Loan or Letter of Credit (as indicated above) in the
amount of $____________ (which is no more than the aggregate unused
Revolving Loan Commitments of all Lenders).
(c) If a Letter of Credit is requested hereby, it should be issued for
the benefit of ___________________________________ and should have
an expiration date of ____________________ (which date is no later
than one year from the proposed date of issuance) and any special
language to be incorporated into such Letter of Credit is attached
hereto. The sum of the face amount of the requested Letter of Credit
PLUS ---- the Letter of Credit Liabilities as the date hereof as
specified in item 2 above does not exceed (i) until March 31, 2000,
$40,000,000 and (ii) thereafter, $10,000,000.
(d) The representations and warranties made in each Loan Document are
true and correct in all material respects on and as of the time of
delivery hereof, with the same force and effect as if made on and as
of the time of delivery hereof.
(e) No change in the assets, liabilities, financial condition, business
or affairs of the Company or any of the other Obligors has occurred
which results in a Material Adverse Effect.
(f) No Default or Event of Default has occurred and is continuing.
Thank you for your attention to this matter.
Very truly yours,
_____________________________________
[SIGNATURE OF AUTHORIZED OFFICER]
EXHIBIT A
to Loan Agreement
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