EXHIBIT 10.1
AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT TO LOAN AGREEMENT (this "AMENDMENT") is made and entered
into as of November 12, 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. 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) SECTIONS 7.3(C) and (D) are hereby amended to read in their entireties
as follows:
(c) DEBT TO PRO FORMA CONSOLIDATED EBITDA RATIO - a Debt to Pro
Forma Consolidated EBITDA Ratio at the end of each fiscal quarter of not
greater than 2.50.
(d) FIXED CHARGE COVERAGE RATIO - a Fixed Charge Coverage Ratio at
the end of each fiscal quarter of not less than 2.00.
(b) SECTION 8.2(IX) of the Loan Agreement is hereby amended to read in its
entirety as follows:
(ix) Liens disclosed to the Lenders in the financial statements
delivered on or prior to the Effective Date and set forth on
SCHEDULE 8.2 and other Liens created after the Effective Date;
PROVIDED, HOWEVER, that the aggregate book value of the
Property subject to the Liens permitted under this CLAUSE (IX)
shall not exceed 200% of the aggregate amount of the Borrowed
Money Indebtedness permitted to be secured by such Liens and
PROVIDED FURTHER, HOWEVER, that the aggregate Borrowed Money
Indebtedness secured by the Liens permitted under this CLAUSE
(IX) shall not exceed $50,000,000;
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(c) SECTION 8.6 of the Loan Agreement is hereby amended to read in its entirety
as follows:
8.6 REDEMPTION, DIVIDENDS AND DISTRIBUTIONS. At any time: (a)
redeem, retire or otherwise acquire, directly or indirectly, any equity
interest in Borrower or (b) make any distributions of any Property or cash
to the owner of any of the equity interests in any Obligor other than the
following:
(i) dividends or distributions by a Subsidiary of Borrower to
Borrower and
(ii) dividends or distributions comprised of equity interests in
and to the Borrower and/or rights to acquire such equity
securities and
(iii) so long as no Default or Event of Default shall have occurred
and be continuing (or would result therefrom), stock
repurchases by Borrower and/or dividends by Borrower so long
as the sum of the amounts paid to repurchase existing equity
interests in Borrower and aggregate dividends paid by Borrower
from April 1, 1997 through the date of the applicable dividend
and/or stock purchase (and after giving effect to the
applicable dividend and/or stock purchase and any Investments
made by Borrower or any of its Subsidiaries concurrently) do
not exceed an amount equal to (x) $5,000,000 PLUS one-third of
Consolidated Net Income for such period MINUS (y) aggregate
Investments (exclusive of Investments permitted in CLAUSES (I)
through (VI) of SECTION 8.9) made by Borrower and its
Subsidiaries during such period.
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 September 30, 1999, and
(b) no uncured Default or uncured Event of Default has occurred and is
continuing or will occur as a result of this Amendment.
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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.
CONSOLIDATED GRAPHICS, INC,
a Texas corporation
By: /s/ JOE R. DAVIS
Name: JOE R. DAVIS
Title CHAIRMAN AND CHIEF EXECUTIVE OFFICER
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CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Agent and as a Lender
By: /s/ JAMES R. DOLPHIN
Name: JAMES R. DOLPHIN
Title: SENIOR VICE PRESIDENT
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BANKONE, TEXAS, N.A.,
as Co-Agent and as a Lender
By: /s/ GAIL WAGGONER
Name: GAIL WAGGONER
Title: VICE PRESIDENT
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COMERICA BANK-TEXAS,
as Co-Agent and as a Lender
By:/s/ ERIC LUNDQUIST
Name: ERIC LUNDQUIST
Title: VICE PRESIDENT
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FIRST UNION NATIONAL BANK,
as Co-Agent and as a Lender
By: /s/ GEORGE L. WOOLSEY
Name: GEORGE L. WOOLSEY
Title: VICE PRESIDENT
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CIBC, INC.
By: /s/ KATHERINE BASS
Name: KATHERINE BASS
Title: EXECUTIVE DIRECTOR
CIBC WORLD MARKETS CORP. AS AGENT
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BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ J. MEARNS
Name: J. MEARNS
Title: VP & MANAGER
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BANK OF AMERICA, N.A.
By: /s/ WILLIAM B. BORUS
Name: WILLIAM B BORUS
Title: VICE PRESIDENT
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SUNTRUST BANK, ATLANTA
By: /s/ DEBORAH S. ARMSTRONG
Name: DEBORAH S. ARMSTRONG
Title: VICE PRESIDENT
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ PASCAL POUPELLE
Name: PASCAL POUPELLE
Title: EXECUTIVE 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. Codess.26.02 set forth above.
PRECISION LITHO, INC.,
CHAS. P. YOUNG COMPANY,
THE JARVIS PRESS, INC.,
CONSOLIDATED GRAPHICS PROPERTIES II,
GARNER PUBLISHING COMPANY,
EMERALD CITY GRAPHICS, INC.,
WESTERN LITHOGRAPH COMPANY,
FREDERIC PRINTING COMPANY,
DIRECT COLOR, INC.,
GULF PRINTING COMPANY,
CLEARVISIONS, INC.,
BRIDGETOWN PRINTING CO.,
TEWELL WARREN PRINTING COMPANY,
CONSOLIDATED EAGLE PRESS, INC.,
HERITAGE GRAPHICS, INC.,
TUCKER PRINTERS, INC.,
GEYER PRINTING COMPANY, INC.,
THE JOHN C. OTTO COMPANY, INC.,
COURIER PRINTING COMPANY,
TURSACK, INC.,
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SUPERIOR COLOUR GRAPHICS, INC.,
THE ETHERIDGE COMPANY,
IMAGE SYSTEMS, INC.,
WETZEL BROTHERS, INC.,
IRONWOOD LITHOGRAPHERS, INC.,
PRINTING CORPORATION OF AMERICA,
PRIDE PRINTERS, INC.,
RUSH PRESS, INC.,
GROVER PRINTING COMPANY,
MOUNT VERNON PRINTING COMPANY,
THE PRINTERY, INC.,
MERCURY PRINTING COMPANY, INC.,
AUTOMATED GRAPHICS SYSTEMS, INC.
By: /s/ JOE R. DAVIS
Name: JOE R. DAVIS
Title: CHAIRMAN AND CHIEF EXECUTIVE OFFICER
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