Filed by Bowne Pure Compliance



 




Exhibit 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT




THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into
as of November 9, 2007 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 instrument dated as of January 2, 2007.
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) Schedule 2.1(a) to the Credit Agreement is hereby amended to be identical to
Schedule 2.1(a) attached hereto.



(b) The reference to “ONE HUNDRED FIFTY-FIVE MILLION DOLLARS ($155,000,000)” in Section
2.1(a) of the Credit Agreement is hereby amended to read “TWO HUNDRED FORTY MILLION DOLLARS
($240,000,000).”



SECTION 2. Waiver of Pledge of Certain Subsidiary Equity. Lenders hereby waive the
requirement for a pledge of any equity interests in and to any Subsidiary of the Borrower formed
under the laws of the Czech Republic for so long as the aggregate book value of the assets owned by
Subsidiaries of the Borrower formed under the laws of the Czech Republic is less than $2,000,000.
If the aggregate book value of the assets owned by Subsidiaries of the Borrower formed under the
laws of the Czech Republic hereafter exceeds $2,000,000, the foregoing waiver shall terminate.



SECTION 3. 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 4. 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 5. 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 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 6. 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.



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.


 


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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/ Joe R. Davis
 	 
	 	 	Joe R. Davis, 	 
	 	 	Chief Executive Officer 	 
	 



 


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	 	 	JPMORGAN CHASE BANK, NATIONAL
	 	 	ASSOCIATION, as Administrative Agent and as a

Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gail Waggoner
	 

	 	 	 	 
	 

	 	Name:
	 	Gail Waggoner
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 











 


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	 	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ H. M. Sultanik
	 

	 	 	 	 
	 

	 	Name:
	 	H. M. Sultanik
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





 


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	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David A. Batson
	 

	 	 	 	 
	 

	 	Name:
	 	David A. Batson
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 





 


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	 	 	COMERICA BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ De Von Lang
	 

	 	 	 	 
	 

	 	Name:
	 	De Von Lang
	 

	 	 	 	 
	 

	 	Title:
	 	Corporate Banking Officer
	 

	 	 	 	 





 


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	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael R. Quiray
	 

	 	 	 	 
	 

	 	Name:
	 	Michael R. Quiray
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





 


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	 	 	AMEGY BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Laif Afseth
	 

	 	 	 	 
	 

	 	Name:
	 	Laif Afseth
	 

	 	 	 	 
	 

	 	Title:
	 	SVP
	 

	 	 	 	 





 


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	 	 	BANK OF TEXAS, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Marian E. Livingston
	 

	 	 	 	 
	 

	 	Name:
	 	Marian E. Livingston
	 

	 	 	 	 
	 

	 	Title:
	 	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 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,

BYRUM 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

CGXMEDIA, INC.,

     a Texas corporation

CHAS. P. YOUNG COMPANY,

     a Texas corporation,

CHAS. P. YOUNG COMPANY, INC.,

     a New York corporation,

CLEAR VISIONS, INC.,

     a Texas corporation,

COLUMBIA COLOR, INC.,

     a California corporation,

CONSOLIDATED CARQUEVILLE PRINTING

     COMPANY, an Illinois corporation



 


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CONSOLIDATED GRAPHICS CALIFORNIA,

     a California corporation,

CONSOLIDATED GRAPHICS DEVELOPMENT

     COMPANY, a Delaware 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, INC. ,

     a Pennsylvania corporation,

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,

FITTJE BROS. PRINTING CO. ,

     a Colorado corporation,

FREDERIC PRINTING COMPANY,

     a Colorado corporation,

GARNER PRINTING COMPANY,

     an Iowa corporation,

GEYER PRINTING COMPANY, INC. ,

     a Pennsylvania corporation,

GILLILAND 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,



 


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GRITZ-RITTER GRAPHICS, INC.,

      a Colorado corporation,

GROVER 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, INC. ,

     a Wisconsin corporation,

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 COMPOSITION.COM, INC. ,

     a Maryland corporation,

MAXIMUM GRAPHICS, INC.,

     a Minnesota corporation,

MAXWELL GRAPHIC ARTS, INC. ,

     a New Jersey corporation,

MCKAY PRESS, INC. ,

     a Michigan corporation,

MERCURY PRINTING COMPANY, INC. ,

     a Tennessee corporation,

MERCURY WEB PRINTING, INC. ,

     a Kansas corporation,

METROPOLITAN PRINTING SERVICES, INC. ,

     an Indiana corporation,

MOBILITY, INC. ,

      a Virginia corporation,

MOUNT VERNON PRINTING COMPANY,

      a Maryland corporation,

MULTIPLE IMAGES PRINTING, INC.,

      an Illinois corporation,

NIES/ARTCRAFT, INC.,

a Missouri corporation,



 


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PICCARI PRESS, INC.,

     a Pennsylvania corporation,

PRECISION LITHO, INC.,

     a California corporation,

PRIDE PRINTERS, INC.,

      a Massachusetts corporation,

PRINTING CONTROL SERVICES, INCORPORATED,

     a Washington corporation,

PRINTING CORPORATION OF AMERICA,

     a Maryland 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,

SPANGLER GRAPHICS, LLC,

     a Kansas limited liability company,

SPANGLER GRAPHICS PROPERTY, LLC,

      a Kansas limited liability company,

STORTERCHILDS PRINTING CO., INC.,

     a Florida corporation,

SUPERB PRINTING COMPANY,

     a Texas corporation,

SUPERIOR COLOUR GRAPHICS, INC.,

     a Michigan corporation,

TEWELL WARREN PRINTING COMPANY,

      a Colorado corporation,

THE ETHERIDGE COMPANY,

      a Michigan corporation,

THE GRAPHICS GROUP, INC.,

      a Texas corporation,

THE HENNEGAN COMPANY,

      a Kentucky corporation,

THE JARVIS PRESS, INC.,

      a Texas corporation,

THE JOHN C. OTTO COMPANY, INC.,

     a Massachusetts corporation,

THE PIKES PEAK LITHOGRAPHIC CO.,

     a Colorado corporation,

THE PRINTERY, INC.,

     a Wisconsin corporation,

THEO. DAVIS SONS, INCORPORATED,

     a North Carolina corporation,



 


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THOUSAND OAKS PRINTING AND

     SPECIALTIES, INC., a California corporation,

TUCKER 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 limited partnership,

WENTWORTH CORPORATION,

     a South Carolina corporation,

WESTERN LITHOGRAPH COMPANY,

     a Texas corporation,

WESTLAND PRINTERS, INC.,

     a Maryland corporation,

WETZEL BROTHERS, LLC,

     a Wisconsin limited liability company,

WOODRIDGE PRESS, INC.,

     a California corporation,




	 	 	 	 	 
	 

	 	By:
	 	/s/ Joe R. Davis
	 

	 	 	 	 
	 

	 	 	 	Joe R. Davis,
	 

	 	 	 	Chief Executive Officer
	 

	 	 	 	of each of the foregoing






	 	 	 	 	 	 	 
	 	 	SERCO FORMS, LLC,
	 	 	a Kansas limited liability company
	 
	 	 	 	 	 	 
	 	 	By:	 	BIGINK MAILING & FULFILLMENT
	 	 	 	 	COMPANY, a Kansas corporation, and
	 	 	 	 	MERCURY WEB PRINTING, INC., a
	 	 	 	 	Kansas corporation, Members
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Joe R. Davis
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Joe R. Davis,
	 

	 	 	 	 	 	Chief Executive Officer
	 

	 	 	 	 	 	of each of the foregoing





 


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	 	 	CONSOLIDATED GRAPHICS MANAGEMENT,
	 	 	LTD., a Texas limited partnership,
	 
	 	 	 	 	 	 
	 	 	By:	 	CGML GENERAL PARTNER, INC., a
	 	 	 	 	Delaware corporation, sole general partner
	 	 	 	 	of Consolidated Graphics Management, Ltd.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Joe R. Davis
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Joe R. Davis,
	 

	 	 	 	 	 	Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	CONSOLIDATED GRAPHICS DEVELOPMENT
	 	 	LLC, a Delaware limited liability company
	 
	 	 	 	 	 	 
	 	 	By:	 	CONSOLIDATED GRAPHICS
	 	 	 	 	DEVELOPMENT COMPANY,
	 	 	 	 	a Delaware corporation, Member
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Joe R. Davis
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Joe R. Davis,
	 

	 	 	 	 	 	Chief Executive Officer







 


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SCHEDULE 2.1(a)

SCHEDULE OF LENDERS AND

COMMITMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving	 	 	Revolving	 	 	LOC	 	 	LOC	 
	 	 	Committed	 	 	Commitment	 	 	Committed	 	 	Commitment	 
	Lender	 	Amount	 	 	Percentage	 	 	Amount	 	 	Percentage	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	69,677,500.00	 	 	 	29.0322917	 	 	$	5,806,458.33	 	 	 	29.0322917	 
	Bank of America, N.A
	 	$	56,129,000.00	 	 	 	23.3870833	 	 	$	4,677,416.67	 	 	 	23.3870833	 
	Wells Fargo Bank, National
Association
	 	$	54,193,500.00	 	 	 	22.5806450	 	 	$	4,516,125.00	 	 	 	22.5806450	 
	Comerica Bank
	 	$	20,000,000.00	 	 	 	8.3333333	 	 	$	1,666,666.67	 	 	 	8.3333333	 
	Wachovia Bank, National
Association
	 	$	20,000,000.00	 	 	 	8.3333333	 	 	$	1,666,666.67	 	 	 	8.3333333	 
	Amegy Bank National Association
	 	$	10,000,000.00	 	 	 	4.1666667	 	 	$	833,333.33	 	 	 	4.1666667	 
	Bank of Texas, N.A.
	 	$	10,000,000.00	 	 	 	4.1666667	 	 	$	833,333.33	 	 	 	4.1666667	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total:
	 	$	240,000,000.00	 	 	 	100.000000000	%	 	$	20,000,000.00	 	 	 	100.000000000	%