##### 



EXHIBIT 10.18
 Execution
Copy
 
 AMENDED AND RESTATED CREDIT AGREEMENT
 dated as of March 31, 2006
 among
 ENNIS, INC.,
 as the Company
 EACH OF THE OTHER CO-BORROWERS PARTY HERETO,
 as Co-Borrowers
 THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO,
 as Lenders
 LASALLE BANK NATIONAL ASSOCIATION,
 as Administrative Agent
 BANK OF AMERICA, N.A.,
 as Documentation Agent,
 JPMORGAN CHASE BANK, N.A.,
 as Syndication Agent,
 LASALLE BANK NATIONAL ASSOCIATION,
 as Arranger




---



##### 



TABLE OF CONTENTS
 PageSECTION 1 DEFINITIONS
    
    
    11.1 Definitions
    
    
    11.2 Other Interpretive Provisions
    
    
    16SECTION 2 COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND
LETTER OF CREDIT

               PROCEDURES
    
    
    162.1 Commitments
    
    
    162.1.1 Revolving Loan Commitment
    
    
    172.1.2 Increase in Revolving Commitment
    
    
    172.1.3 Term Loan Commitment
    
    
    172.1.4 L/C Commitment
    
    
    172.2 Loan Procedures
    
    
    182.2.1 Various Types of Loans
    
    
    182.2.2 Borrowing Procedures
    
    
    182.2.3 Conversion and Continuation Procedures
    
    
    182.2.4 Swing Line Facility
    
    
    192.3 Letter of Credit Procedures
    
    
    212.3.1 L/C Applications
    
    
    212.3.2 Participations in Letters of Credit
    
    
    222.3.3 Reimbursement Obligations
    
    
    222.3.4 Funding by Lenders to Issuing Lender
    
    
    232.4 Commitments Several
    
    
    232.5 Certain Conditions
    
    
    242.6 Appointment of the Parent as Agent for Co-Borrowers; Reliance by
Administrative Agent
    
    
    24SECTION 3 EVIDENCING OF LOANS
    
    
    243.1 Notes
    
    
    243.2 Recordkeeping
    
    
    24SECTION 4 INTEREST
    
    
    244.1 Interest Rates
    
    
    244.2 Interest Payment Dates
    
    
    254.3 Setting and Notice of LIBOR Rates
    
    
    254.4 Computation of Interest
    
    
    25SECTION 5 FEES
    
    
    255.1 Non-Use Fee
    
    
    255.2 Letter of Credit Fees
    
    
    255.3 Administrative Agents Fees
    
    
    26




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##### 



TABLE OF CONTENTS
 PageSECTION 6 REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS
    
    
    266.1 Reduction or Termination of the Revolving Commitment
    
    
    266.1.1 Voluntary Reduction or Termination of the Revolving Commitment
    
    
    266.1.2 INTENTIONALLY OMITTED
    
    
    266.1.3 All Reductions of the Revolving Commitment
    
    
    266.2 Prepayments
    
    
    266.2.1 Voluntary Prepayments
    
    
    266.2.2 Mandatory Prepayments
    
    
    276.3 Manner of Prepayments
    
    
    276.3.1 All Prepayments
    
    
    276.4 Repayments
    
    
    276.4.1 Revolving Loans
    
    
    27SECTION 7 MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES
    
    
    277.1 Making of Payments
    
    
    277.2 Application of Certain Payments
    
    
    277.3 Due Date Extension
    
    
    287.4 Setoff
    
    
    287.5 Proration of Payments
    
    
    287.6 Taxes
    
    
    28SECTION 8 INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS
    
    
    308.1 Increased Costs
    
    
    308.2 Basis for Determining Interest Rate Inadequate or Unfair
    
    
    318.3 Changes in Law Rendering LIBOR Loans Unlawful
    
    
    318.4 Funding Losses
    
    
    328.5 Right of Lenders to Fund through Other Offices
    
    
    328.6 Discretion of Lenders as to Manner of Funding
    
    
    328.7 Mitigation of Circumstances; Replacement of Lenders
    
    
    328.8 Conclusiveness of Statements; Survival of Provisions
    
    
    33SECTION 9 REPRESENTATIONS AND WARRANTIES
    
    
    339.1 Organization
    
    
    339.2 Authorization; No Conflict
    
    
    339.3 Validity and Binding Nature
    
    
    349.4 Financial Condition
    
    
    349.5 No Material Adverse Change
    
    
    349.6 Litigation and Contingent Liabilities
    
    
    349.7 Ownership of Properties; Liens
    
    
    34




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##### 



TABLE OF CONTENTS
 Page9.8 Equity Ownership; Subsidiaries
    
    
    349.9 Pension Plans
    
    
    359.10 Investment Company Act
    
    
    359.11 Public Utility Holding Company Act
    
    
    359.12 Regulations T, U and X
    
    
    359.13 Taxes
    
    
    369.14
Solvency, etc.
    
    
    369.15 Environmental Matters
    
    
    369.16 Insurance
    
    
    369.17 Real Property
    
    
    379.18 Information
    
    
    379.19 Intellectual Property
    
    
    379.20 Burdensome Obligations
    
    
    379.21 Labor Matters
    
    
    379.22 No Default
    
    
    37SECTION 10 AFFIRMATIVE COVENANTS
    
    
    3810.1 Reports, Certificates and Other Information
    
    
    3810.1.1 Annual Report
    
    
    3810.1.2 Interim Reports
    
    
    3810.1.3 Compliance Certificates
    
    
    3810.1.4 Reports to the SEC and to Shareholders
    
    
    3810.1.5 Notice of Default, Litigation and ERISA Matters
    
    
    3810.1.6 Management Reports
    
    
    3910.1.7 Projections
    
    
    3910.1.8 Subordinated Debt and Related Transaction Notices
    
    
    4010.1.9 Other Information
    
    
    4010.2 Books, Records and Inspections
    
    
    4010.3 Maintenance of Property; Insurance
    
    
    4010.4 Compliance with Laws; Payment of Taxes and Liabilities
    
    
    4110.5
Maintenance of Existence, etc.
    
    
    4210.6 Use of Proceeds
    
    
    4210.7 Employee Benefit Plans
    
    
    4210.8 Environmental Matters
    
    
    4210.9 Further Assurances
    
    
    43SECTION 11 NEGATIVE COVENANTS
    
    
    4311.1 Debt
    
    
    4311.2 Liens
    
    
    4411.3 Operating Leases
    
    
    4511.4 Restricted Payments
    
    
    4511.5 Mergers, Consolidations, Sales
    
    
    45




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##### 



TABLE OF CONTENTS
 Page11.6 Modification of Organizational Documents; Factoring Facility
    
    
    4711.7 Transactions with Affiliates
    
    
    4711.8 Unconditional Purchase Obligations
    
    
    4711.9 Inconsistent Agreements
    
    
    4711.10 Business Activities
    
    
    4711.11 Investments
    
    
    4811.12 Restriction of Amendments to Certain Documents
    
    
    4811.13 Fiscal Year
    
    
    4811.14 Financial Covenants
    
    
    4811.14.1 Fixed Charge Coverage Ratio
    
    
    4811.14.2 Total Funded Debt to EBITDA Ratio
    
    
    4911.14.3 Minimum Net Worth
    
    
    4911.15 Cancellation of Debt
    
    
    4911.16 Contingent Liabilities
    
    
    49SECTION 12
EFFECTIVENESS; CONDITIONS OF LENDING, ETC.
    
    
    4912.1 Initial Credit Extension
    
    
    4912.1.1   Notes
    
    
    4912.1.2   Authorization Documents
    
    
    5012.1.3
  Consents, etc.
    
    
    5012.1.4   Letter of Direction
    
    
    5012.1.5   Security Agreement
    
    
    5012.1.6   Perfection Certificate
    
    
    5012.1.7   Real Estate Documents
    
    
    5012.1.8   Opinions of Counsel
    
    
    5112.1.9
  Insurance
    
    
    5112.1.10 Payment of Fees
    
    
    5112.1.11 Solvency Certificate
    
    
    5212.1.12 Pro Forma; Financial Statements
    
    
    5212.1.13 Environmental Reports
    
    
    5212.1.14 Search Results; Lien Terminations
    
    
    5212.1.15 Filings, Registrations and Recordings
    
    
    5212.1.16 Closing Certificate, Consents and Permits
    
    
    5212.1.17 Account Control Agreements
    
    
    5212.1.18 Other
    
    
    5212.2 Conditions
    
    
    5312.2.1
  Compliance with Warranties, No Default, etc.
    
    
    5312.2.2
  Confirmatory Certificate
    
    
    53SECTION 13 EVENTS OF DEFAULT AND THEIR EFFECT
    
    
    5313.1 Events of Default
    
    
    5313.1.1
  Non-Payment of the Loans, etc.
    
    
    53




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##### 



TABLE
OF CONTENTS
 Page13.1.2
  Non-Payment of Other Debt
    
    
    5313.1.3   Other Material Obligations
    
    
    5413.1.4
  Bankruptcy, Insolvency, etc.
    
    
    5413.1.5   Non-Compliance with Loan Documents
    
    
    5413.1.6   Representations; Warranties
    
    
    5413.1.7   Pension Plans
    
    
    5413.1.8   Judgments
    
    
    5413.1.9
  Invalidity of Collateral Documents, etc.
    
    
    5513.1.10
Invalidity of Subordination Provisions, etc.
    
    
    5513.1.11 Change of Control
    
    
    5513.2 Effect of Event of Default
    
    
    55SECTION 14 THE AGENTS
    
    
    5514.1 Appointment and Authorization
    
    
    5614.2 Issuing Lender
    
    
    5614.3 Delegation of Duties
    
    
    5614.4 Exculpation of Administrative Agent
    
    
    5614.5 Reliance by Administrative Agent
    
    
    5714.6 Notice of Default
    
    
    5714.7 Credit Decision
    
    
    5714.8 Indemnification
    
    
    5814.9 Administrative Agent in Individual Capacity
    
    
    5814.10 Successor Administrative Agent
    
    
    5914.11 Collateral Matters
    
    
    5914.12 Administrative Agent May File Proofs of Claim
    
    
    5914.13 Other Agents; Arrangers and Managers
    
    
    6014.14 Relationship Among Lenders
    
    
    6014.15 Benefit of Article
    
    
    61SECTION 15 GENERAL
    
    
    6115.1 Waiver; Amendments
    
    
    6115.2 Confirmations
    
    
    6115.3 Notices
    
    
    6115.4 Computations
    
    
    6215.5 Costs, Expenses and Taxes
    
    
    6215.6 Assignments; Participations
    
    
    6215.6.1   Assignments
    
    
    6215.6.2   Participations
    
    
    6315.7 Register
    
    
    6415.8 GOVERNING LAW
    
    
    6415.9 Confidentiality
    
    
    6415.10 Severability
    
    
    65




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##### 



TABLE
OF CONTENTS
 Page15.11
  Nature of Remedies
    
    
    6515.12   Entire Agreement
    
    
    6615.13   Counterparts
    
    
    6615.14   Successors and Assigns
    
    
    6615.15   Captions
    
    
    6615.16   Customer Identification  USA Patriot Act Notice
    
    
    6615.17   INDEMNIFICATION BY THE COMPANY
    
    
    6615.18   Nonliability of Lenders
    
    
    6715.19   FORUM SELECTION AND CONSENT TO JURISDICTION
    
    
    6815.20   WAIVER OF JURY TRIAL
    
    
    68SECTION 16 CROSS-GUARANTY
    
    
    6916.1   Cross-Guaranty
    
    
    6916.2   Waivers by Co-Borrowers
    
    
    6916.3   Benefit of Guaranty
    
    
    6916.4
  Waiver of Subrogation, Etc.
    
    
    6916.5   Election of Remedies
    
    
    7016.6   Limitation
    
    
    7016.7   Contribution with Respect to Guaranty Obligations
    
    
    7016.8   Liability Cumulative
    
    
    7116.9   Stay of Acceleration
    
    
    7116.10 Benefit to Co-Borrowers
    
    
    72




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##### 



ANNEX A
    
    Lenders and Pro Rata SharesANNEX B
    
    Addresses for Notices
  SCHEDULE 9.6
    
    Litigation and Contingent LiabilitiesSCHEDULE 9.8
    
    SubsidiariesSCHEDULE 9.16
    
    InsuranceSCHEDULE 9.17
    
    Real PropertySCHEDULE 9.21
    
    Labor MattersSCHEDULE 11.1
    
    Existing DebtSCHEDULE 11.2
    
    Existing LiensSCHEDULE 11.11
    
    InvestmentsSCHEDULE 12.1
    
    Debt to be Repaid
  EXHIBIT A-1
    
    Form of Revolving NoteEXHIBIT A-2
    
    Form of Swing Line NoteEXHIBIT B
    
    Form of Compliance Certificate (Section 10.1.3)EXHIBIT C
    
    Form of Assignment Agreement (Section 15.6.1)EXHIBIT D
    
    Form of Notice of Borrowing (Section 2.2.2)EXHIBIT E
    
    Form of Notice of Conversion/Continuation (Section 2.2.3)




---



##### 



AMENDED AND RESTATED CREDIT AGREEMENT
 Agreement Parent Co-Borrower Company Lenders LaSalle Syndication Agent Documentation Agent
 November 19 Agreement
   Definitions
 Account Debtor
 Account or Accounts
 Acquisition
 Administrative Agent
 Section 8.3
 Affiliate




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##### 



Agent Fee Letter
 Aggregate Revolving Commitment Section 6.1
  Section 16.7(b)
 Applicable Margin Level
 Total Funded Debt
    
    LIBOR
    
    Base Rate
    
    Non-Use
    
    L/C FeeLevel
    
    to EBITDA Ratio
    
    Margin
    
    Margin
    
    Fee Rate
    
    RateI
    
    Greater than or
equal to 2.50:1
    
    
    1.50
    %
    
    
    0
    %
    
    
    0.25
    %
    
    
    1.50
    %II
    
    Greater than or
equal to 2.00:1 but
less than 2.50:1
    
    
    1.25
    %
    
    
    0
    %
    
    
    0.225
    %
    
    
    1.25
    %III
    
    Greater than or
equal to 1.50:1 but
less than 2.00:1
    
    
    1.00
    %
    
    
    0
    %
    
    
    0.20
    %
    
    
    1.00
    %IV
    
    Greater than or
equal to 1.00:1 but
less than 1.50:1
    
    
    0.75
    %
    
    
    0
    %
    
    
    0.175
    %
    
    
    0.75
    %V
    
    Less than 1.00:1
    
    
    0.50
    %
    
    
    0
    %
    
    
    0.15
    %
    
    
    0.50
    %
 Section 10.1.1 10.1.2 Section 10.1.3 Section 10.1.1 10.1.2 10.1.3
 - 2 -




---



##### 



Asset Disposition Disposition
 Assignee Section 15.6.1
 Assignment Agreement Section 15.6.1
 Attorney Costs
 Bank Product Agreements
 Bank Product Obligations
 Bank Products
 Base Rate
 Base Rate Loan
 - 3 -




---



##### 



Base Rate Margin
 Section 10.4
 Business Day
 Capital Expenditures
 Capital Lease
 Capital Securities
 Cash Collateralize
 Cash Equivalent Investment clause (c) clauses (a) (c)
 - 4 -




---



##### 



Change of Control Continuing Member
 Closing Date Section 12.1
 Co-Borrower
 Code
 Collateral Access Agreement
 Collateral Documents
 Commitment Annex A Revolving Commitment
 Company
 - 5 -




---



##### 



Compliance Certificate Exhibit B
 Computation Period
 Consolidated Net Income excluding
 Contingent Liability
 Controlled Group
 Debt
 - 6 -




---



##### 



provided
 Debt to be Repaid
 Dollar $
 EBITDA plus
 Environmental Claims
 Environmental Laws
 ERISA
 Event of Default Section 13.1
 Excluded Taxes
 - 7 -




---



##### 



Factoring Facility
 Federal Funds Rate
 Fiscal Quarter
 Fiscal Year Fiscal Year 2006
 Fixed Charge Coverage Ratio minus to plus plus
 FRB
 Funded Debt
 GAAP
 - 8 -




---



##### 



Group Section 2.2.1
 Guarantor
Payment Section 16.7(a)
 Hazardous Substances
 Hedging Agreement
 Hedging Obligation
 Indemnified Liabilities Section 15.17
 Interest Expense
 Interest Period Section 2.2.2 2.2.3 provided
    Inventory
 - 9 -




---



##### 



Investment
 Issuing Lender
 LaSalle
 L/C Application
 L/C Fee Rate
 Lender Preamble
 Lender Party Section 15.17
 Letter of Credit Section 2.1.4
 LIBOR Loan
 LIBOR Margin
 LIBOR Office
 LIBOR Rate
 - 10 -




---



##### 



Lien
 Loan Documents
 Loan Party
 Loan or Loans
 Margin Stock
 Master Letter of Credit Agreement
 Material
 Material Adverse Effect
 - 11 -




---



##### 



Mortgage
 Multiemployer Pension Plan
 Non-U.S. Participant Section 7.6(d)
 Non-Use Fee Rate
 Note Exhibit A-1 Exhibit A-2
 Notice of Borrowing Section 2.2.2
 Notice of Conversion/Continuation Section 2.2.3
 Obligations
 OFAC Section 10.4
 Operating Lease
 PBGC
 Parent
 Participant Section 15.6.2
 Pension Plan
 Perfection Certificate
 - 12 -




---



##### 



Permitted Lien Section
11.2
 Person
 Prime Rate provided
 Pro Rata Share
 Refunded Swing Line Loan Section 2.2.4(c).
 Regulation D
 Regulation T
 Regulation U
 Regulation X
 Replacement Lender Section 8.7(b)
 Reportable Event
 Required Lenders
 Revolving
Commitment
 - 13 -




---



##### 



Revolving Loan Section 2.1.1
 Revolving Outstandings
 SEC
 Security Agreement
 Specified Hedging Obligation Specified Hedging Obligations
 Specified Hedging Agreement
 Senior Officer
 Stated Amount
 Subordinated Debt
 Subordinated Debt Documents
 Subordination Agreements
 - 14 -




---



##### 



Subsidiary
 Swing Line Availability
 Swing Line Commitment Amount Section 6.1
 Swing Line Lender
 Swing Line Loan Section 2.2.4
 Taxes
 Term Loans
 Termination Date Section 6 13
 Termination Event
 Total Funded Debt
 Total Funded Debt to EBITDA Ratio
 - 15 -




---



##### 



Total Plan Liability
 type Section 2.2.1
 UCC
 Unfunded Liability
 Unmatured Event of Default
 Withholding Certificate Section 7.6(d)
 Wholly-Owned Subsidiary
 Other Interpretive Provisions
      - 16 -




---



##### 



Commitments
 Revolving Loan Commitment Revolving Loans provided
 Increase in Revolving Commitment
 - 17 -




---



##### 







Term Loan Commitment


L/C Commitment Section 2.3.1 Letter of
Credit Section 2.3.2 provided


Loan Procedures


Various Types of Loans type Section 2.2.2 2.2.3 Group Groups provided


Borrowing Procedures Notice of Borrowing Exhibit D Section 12 - 18 -




---



##### 



Conversion and Continuation Procedures Section 2.2.1 clause (b)
   provided
 Notice of
Conversion/Continuation Exhibit E
      - 19 -




---



##### 



Section 2.2.3
 Section 8.4
 Swing Line Facility
 Swing Line Loan Section
2.2.4 Section
2.1.1 provided Section 2.2.4 Section 2.2.2 Section 12.2 Section
2.2.4(c) Section 2.2.4(d)
  Refunded Swing Line Loan Section 2.2.4(a) Section
13.1.4 Section
 - 20 -




---



##### 



2.2.4(d) provided
 Section
2.2.4(c) Section 13.1.4 Section 2.2.4(e) Section 2.2.4(a)
 Section
2.2.4(c) Section 2.2.4(d) Sections 2.2.4(c) or 2.2.4(d)
 Letter of Credit Procedures
 L/C Applications - 21 -
       Section 12
 Participations in Letters of Credit Section 2.2.2 12.2
 Reimbursement Obligations plus plus - 22 -
       provided
  Funding by Lenders to Issuing Lender Section 2.3.2 Section 2.3.3 - 23 -
        Commitments Several
 Certain Conditions Sections 2.2.4 2.3.4
 Appointment of the Parent as Agent for Co-Borrowers; Reliance by Administrative
Agent Section 2 Section 2
  Notes
 Recordkeeping
  - 24 -




---



##### 



Interest Rates
   provided provided further Section 15.1 13.1.1 13.1.4
 Interest Payment Dates
 Setting and Notice of LIBOR Rates
 Computation of Interest
  Non-Use Fee
 - 25 -




---



##### 



Letter of Credit Fees provided
  Administrative Agents Fees Section 5.2
  Reduction or Termination of the Revolving Commitment
 Voluntary Reduction or Termination of the Revolving Commitment plus
 - 26 -




---



##### 



INTENTIONALLY OMITTED
 All Reductions of the Revolving Commitment
 Prepayments
 Voluntary Prepayments Section 8.4 provided
 Mandatory Prepayments Section 6.1 plus
 Manner of Prepayments
 All Prepayments Section 2.2.3(a) Section 8.4
 Repayments
 Revolving Loans
  Making of Payments Section 8.1
 - 27 -




---



##### 



Application of Certain Payments Sections 6.2 6.3
 Due Date Extension
 Setoff
 Proration of Payments Section 8.7 15.6 provided
 Taxes
  - 28 -




---



##### 



Section 7.6(b) Section 7.6(b)
 Section 7.6(c).
 Non-U.S. Participant Withholding Certificate
 - 29 -




---



##### 



Section 7.6(d)(ii)
 Section 7.6 Section 7.6(d
 Section 7.6 Section 7.6
  Increased Costs Section 4
 - 30 -




---



##### 



Basis for Determining Interest Rate Inadequate or Unfair
  Section 8.1
 then
 - 31 -




---



##### 



Changes in Law Rendering LIBOR Loans Unlawful Affected
Loan
 Funding Losses Section 8.3
 Right of Lenders to Fund through Other Offices provided
 Discretion of Lenders as to Manner of Funding
 - 32 -




---



##### 



Mitigation of Circumstances; Replacement of Lenders Section 7.6 8.1 Section 8.2 8.3
 Section 7.6 8.1 Section 8.2 8.3 Replacement Lender
 Conclusiveness of Statements; Survival of Provisions Section 8.1 8.2 8.3 8.4 Sections 8.1 8.4
   Organization
 -33-




---



##### 



Authorization; No Conflict
 Validity and Binding Nature
 Financial Condition
 No Material Adverse Change
 Litigation and Contingent Liabilities Schedule 9.6 Schedule 9.6 Section 11.1
 Ownership of Properties; Liens Section 11.2
 -34-




---



##### 



Equity Ownership; Subsidiaries Schedule 9.8 Schedule 9.8 Schedule 9.8
 Pension Plans
  -35-




---



##### 



Investment Company Act
 Public Utility Holding Company Act
 Regulations T, U and X
 Taxes
 Solvency, etc
 Environmental Matters
 -36-




---



##### 



Insurance Schedule 9.16
 Real Property Schedule 9.17
 Information
 Intellectual Property
 -37-




---



##### 



Burdensome Obligations
 Labor Matters Schedule 9.21
 No Default
   Reports, Certificates and Other Information
 Annual Report
 Interim Reports
 Compliance Certificates Section 10.1.1 Section 10.1.2 Exhibit B Section 11.14
 -38-




---



##### 



Reports to the SEC and to Shareholders
 Notice of Default, Litigation and ERISA Matters
      Management Reports
 -39-




---



##### 



Projections
 Subordinated Debt and Related Transaction Notices
 Other Information
 Books, Records and Inspections
 Maintenance of Property; Insurance
 -40-




---



##### 



Schedule 9.16
 UNLESS THE COMPANY PROVIDES THE ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE
COVERAGE REQUIRED BY THIS AGREEMENT, AFTER NOT LESS THAN FIFTEEN (15) DAYS WRITTEN NOTICE TO THE
COMPANY, THE ADMINISTRATIVE AGENT MAY PURCHASE INSURANCE AT THE COMPANYS EXPENSE TO PROTECT THE
ADMINISTRATIVE AGENTS AND THE LENDERS INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED
NOT, PROTECT ANY LOAN PARTYS INTERESTS. THE COVERAGE THAT THE ADMINISTRATIVE AGENT PURCHASES MAY
NOT PAY ANY CLAIM THAT IS MADE AGAINST ANY LOAN PARTY IN CONNECTION WITH THE COLLATERAL. THE
COMPANY MAY LATER CANCEL ANY INSURANCE PURCHASED BY THE ADMINISTRATIVE AGENT, BUT ONLY AFTER
PROVIDING THE ADMINISTRATIVE AGENT WITH EVIDENCE THAT THE COMPANY HAS OBTAINED INSURANCE AS
REQUIRED BY THIS AGREEMENT. IF THE ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE COLLATERAL,
THE COMPANY WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER
CHARGES THAT MAY BE IMPOSED WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE
CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE
PRINCIPAL AMOUNT OF THE LOANS OWING HEREUNDER. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE
COST OF THE INSURANCE THE LOAN PARTIES MAY BE ABLE TO OBTAIN ON THEIR OWN
 Compliance with Laws; Payment of Taxes and Liabilities clause
 -41-




---



##### 



(a) OFAC clause (a) BSA provided
 Maintenance of Existence, etc Section 11.5
 Use of Proceeds Section 11.5
 Employee Benefit Plans
    -42-




---



##### 



Environmental Matters
 Further Assurances Section 10.9 Section 10.9 Section 12.1.7(b)
   -43-




---



##### 



Debt
  Sections 11.2(d) 11.2(h) provided
 provided
   Schedule 11.1
   Section 11.5
 Section 11.5
  Liens
 -44-




---



##### 



Schedule 11.2
 Section 11.1(b) provided
 provided
   Section 11.1(b) Section 11.5
 clause (c)
 Operating Leases
 Restricted Payments Sections 11.14.1 11.14.2
 -45-




---



##### 



Mergers, Consolidations, Sales
 Section 11.10
  Section 11.5(C)
 Section 11.14
  -46-




---



##### 



Section 11.2
    Section 10.9
 Section 11.5
 Modification of Organizational Documents; Factoring Facility
 Transactions with Affiliates
 Unconditional Purchase Obligations
 -47-




---



##### 



Inconsistent Agreements provided
 Business Activities
 Investments
 Section 10.9
 Section 11.1
 Section 11.6 Section
11.2
   Section 11.5
 -48-




---



##### 



Schedule 11.11
 provided Cash Equivalent Investment (c) (g)
 Restriction of Amendments to Certain Documents
 Fiscal Year
 Financial Covenants
 Fixed Charge Coverage Ratio Section 11.14.1
 Total Funded Debt to EBITDA Ratio Section 11.14.2
 Minimum Net Worth
 Cancellation of Debt
 -49-




---



##### 



Contingent Liabilities
   Initial Credit Extension Section 12.2 Closing
Date
 Notes
 Authorization Documents
 Consents, etc. Section 12.
 Letter of Direction
 Security Agreement
 -50-




---



##### 



Perfection Certificate
 Real Estate Documents
         -51-




---



##### 



Opinions of Counsel Section 12.1.7
 Insurance Section 10.3(b)
 Payment of Fees plus provided
 Solvency Certificate
 Pro Forma; Financial Statements
 Environmental Reports
 Search Results; Lien Terminations Section 11.2
 -52-




---



##### 



Filings, Registrations and Recordings Section 11.2
 Closing Certificate, Consents and Permits Section
12.2.1
 Account Control Agreements
 Other
 Conditions
 Compliance with Warranties, No Default, etc.
   Confirmatory Certificate Section 12.2.1 Section 12.2.1
  -53-




---



##### 



Events of Default
 Non-Payment of the Loans, etc.
 Non-Payment of Other Debt
 Other Material Obligations
 Bankruptcy, Insolvency, etc.
 Non-Compliance with Loan Documents Section 10.1.5, 10.3(b) 10.5 Section 11 Section 13 clause (b)
 Representations; Warranties
 -54-




---



##### 



Pension Plans
 Judgments
 Invalidity of Collateral Documents, etc.
 Invalidity of Subordination Provisions, etc.
 Change of Control
 Effect of Event of Default Section
13.1.4
 -55-




---



##### 



Appointment and Authorization Section 14.10
 Issuing Lender Section 14 Section
14
 Delegation of Duties
 -56-




---



##### 



Exculpation of Administrative Agent
 Reliance by Administrative Agent Section 12
 Notice of Default
 -57-




---



##### 



Section 13 provided
 Credit Decision
 Indemnification provided
 - 58 -




---



##### 



Administrative Agent in Individual Capacity
 Successor Administrative Agent Section 14 Sections 15.5 15.17
 Collateral Matters
 - 59 -




---



##### 



Section 15.1 Section 11.2(d)(i) (d)(iii) Section 11.1(b) Section 14.11
 Administrative Agent May File Proofs of Claim
 Sections
5 15.5 15.17
  Sections 5 15.5 15.17
  - 60 -




---



##### 



Other Agents; Arrangers and Managers
 Relationship Among Lenders
 Benefit of Article
  Waiver; Amendments
 - 61 -




---



##### 



Section 14 Section 15.1 Section 14
 Confirmations
 Notices Sections 2.2.2 2.2.3 Annex B Sections 2.2.2 2.2.3
 Computations provided Section 10 Section 10
 Costs, Expenses and Taxes
 - 62 -




---



##### 



Section 10.2 Section 15.5
 Assignments; Participations
 Assignments Assignee Exhibit D Assignment Agreement Section 7.6 8 Section 15.6.1 Section 15.6.2
  - 63 -




---



##### 



provided
 Participations Participant Section 15.1 provided Section 7.5 Section 7.6 8 provided Section 7.6 8 Section 7.6(d)
 Register Register
 - 64 -




---



##### 



GOVERNING LAW . THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE UNDER AND
GOVERNED BY AND ALL ISSUES ARISING THEREUNDER, INCLUDING THE VALIDITY AND ENFORCEABILITY SHALL BE
DETERMINED UNDER THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
 Confidentiality Section 10.1.7 Section 15.9 Section 15.9 Section 15.9 Section 15.9 Section 15.9
 - 65 -




---



##### 



Severability
 Nature of Remedies
 Entire Agreement Section
5.3
 Counterparts
 Successors and Assigns
 Captions
 - 66 -




---



##### 



Customer Identification  USA Patriot Act Notice Act
 INDEMNIFICATION BY THE COMPANY . IN CONSIDERATION OF THE EXECUTION AND DELIVERY
OF THIS AGREEMENT BY THE ADMINISTRATIVE AGENT AND THE LENDERS AND THE AGREEMENT TO EXTEND THE
COMMITMENTS PROVIDED HEREUNDER, THE COMPANY HEREBY AGREES TO INDEMNIFY, EXONERATE AND HOLD THE
ADMINISTRATIVE AGENT, EACH LENDER AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND
AGENTS OF THE ADMINISTRATIVE AGENT AND EACH LENDER (EACH A  LENDER PARTY ) FREE AND
HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES,
DAMAGES AND EXPENSES, INCLUDING ATTORNEY COSTS (COLLECTIVELY, THE  INDEMNIFIED
LIABILITIES ), INCURRED BY THE LENDER PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF,
OR RELATING TO (A) ANY TENDER OFFER, MERGER, PURCHASE OF CAPITAL SECURITIES, PURCHASE OF ASSETS OR
OTHER SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (B) THE USE, HANDLING, RELEASE, EMISSION,
DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY
PROPERTY OWNED OR LEASED BY ANY LOAN PARTY, (C) ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WITH
RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY OR THE OPERATIONS CONDUCTED
THEREON, (D) THE INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY LOAN PARTY
OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS
SUBSTANCES OR (E) THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT BY ANY OF THE LENDER PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES
ARISING ON ACCOUNT OF THE APPLICABLE LENDER PARTYS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION. IF AND TO THE
EXTENT THAT THE FOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, THE COMPANY HEREBY
AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED
LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 15.17 SHALL SURVIVE REPAYMENT OF THE LOANS, CANCELLATION OF THE NOTES, EXPIRATION
OR TERMINATION OF THE LETTERS OF CREDIT, ANY FORECLOSURE UNDER, OR ANY
 - 67 -




---



##### 



MODIFICATION, RELEASE OR
DISCHARGE OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATION OF THIS AGREEMENT.
 Nonliability of Lenders NO LENDER PARTY SHALL BE LIABLE FOR ANY
DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH
INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR
SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE COMPANY ON BEHALF OF ITSELF AND
EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR ANY SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS
ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE)
 FORUM SELECTION AND CONSENT TO JURISDICTION . ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE
BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THAT NOTHING IN THIS
AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE ADMINISTRATIVE AGENT FROM BRINGING SUIT OR
TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE. THE COMPANY FURTHER IRREVOCABLY
 - 68 -




---



##### 



CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE COMPANY
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
 WAIVER OF JURY TRIAL . EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT AND EACH
LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE
FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.
  Cross-Guaranty Section 16 Section 16
  Section 16
    - 69 -




---



##### 



Waivers by Co-Borrowers Section 16
 Benefit of Guaranty Section 16
 Waiver of Subrogation, Etc Section 16.7 Section 16 Section 16.4
 Election of Remedies Section 16
 Limitation Section 16
 - 70 -




---



##### 



Section 2
  Section 16 Section 16.7
 Contribution with Respect to Guaranty Obligations
 Section 16 Guarantor Payment
 Section 16
 Section 16.7 Section 16.7 Section 16.1 Section 16.7
 - 71 -




---



##### 



Section 16.7
 Liability Cumulative Section
16
 Stay of Acceleration
 Benefit to Co-Borrowers
  - 72 -




---



##### 



CO-BORROWERS :Ennis, Inc.Ennis Business Forms of Kansas, Inc.Connolly Tool and Machine Co.Admore, Inc.PFC Products, Inc.Ennis Acquisitions, Inc.Northstar Computer Forms, Inc.General Financial Supply, Inc.Calibrated Forms Co. Inc.Crabar/GBF, Inc.Royal Business Forms, Inc.Alstyle Apparel LLCA and G, Inc.Alstyle Ensenada LLCAlstyle Hermosilla LLCDiaco USA, LLCTennessee Business Forms Company d/b/a
Avant-GardeTBF Realty, LLC, a Delaware limited liability
company
 By:Keith S. Walters, President of eachAmerican Forms I, L.P.Adams McClure I, L.P.Texas EBF, L.P.Ennis Sales, L.P.Ennis Management, L.P.By:
    
    Ennis, Inc., the sole general partner of
eachBy:Keith S. Walters, President




---



##### 



LASALLE BANK NATIONALASSOCIATION, as Administrative Agent, Arranger, as Issuing Lender and as a LenderBy:Title:




---



##### 



COMPASS BANK, as a LenderBy:Title:




---



##### 



JPMORGAN CHASE BANK, N.A., as Syndication Agent and as a LenderBy:Title:




---



##### 



BANK OF AMERICA, N.A., as DocumentationAgent and as a LenderBy:Title:




---



##### 



WACHOVIA BANK, NA, as a LenderBy:Title:




---



##### 



REVOLVINGLENDER
    
    COMMITMENT
    
    PRO RATA SHARELaSalle Bank National Association
    
    $
    40,000,000
    
    
    
    26.6666666667
    %Compass Bank
    
    $
    20,000,000
    
    
    
    13.3333333333
    %JPMorgan Chase Bank, N.A.
    
    $
    30,000,000
    
    
    
    20.0000000000
    %Wachovia Bank, NA
    
    $
    20,000,000
    
    
    
    13.3333333333
    %Bank of America, N.A.
    
    $
    40,000,000
    
    
    
    26.6666666667
    %TOTALS
    
    $
    150,000,000.00
    
    
    
    100.000000000
    %




---



##### 



Attention:
    
    Rich Travis  Chief Financial OfficerTelephone:
    
    972-775-9805Facsimile:
    
    800-579-4271
 LASALLE BANK NATIONAL ASSOCIATION
 Notices of Borrowing , Conversion, Continuation and Letter of Credit Issuance
 
 All Other Notices




---



##### 








---



##### 



Executed as of the 31st day of
    
    No.March, 2006 at Chicago, Illinois.Amount $
 Lender       Section 2 Section
2
 Credit Agreement Agent Security
Agreement Financing Agreements
  A1 - 1




---



##### 



A1 - 2




---



##### 



A1 - 3




---



##### 



Ennis, Inc.Ennis Business Forms of Kansas, Inc.Connolly Tool and Machine Co.Admore, Inc.PFC Products, Inc.Ennis Acquisitions, Inc.Northstar Computer Forms, Inc.General Financial Supply, Inc.Calibrated Forms Co. Inc.Crabar/GBF, Inc.Royal Business Forms, Inc.Alstyle Apparel LLCA and G, Inc.Alstyle Ensenada LLCAlstyle Hermosilla LLCDiaco USA, LLCTennessee Business Forms Company d/b/a Avant-GardeTBF Realty, LLC, a Delaware limited liability company
 By:Keith S. Walters, President of each
 American Forms I, L.P.Adams McClure I, L.P.Texas EBF, L.P.Ennis Sales, L.P.Ennis Management, L.P.By: Ennis, Inc., the sole general partner of each
 By:Keith S. Walters, President
  
 A1 - 4




---



##### 



Executed as of the 31st day of
    
    No.March, 2006 at Chicago, Illinois.Amount $
 Lender
 Credit Agreement Agent Security
Agreement Financing Agreements
   A2 - 1




---



##### 



A2 - 2




---



##### 



A2 - 3




---



##### 



Ennis, Inc.Ennis Business Forms of Kansas, Inc.Connolly Tool and Machine Co.Admore, Inc.PFC Products, Inc.Ennis Acquisitions, Inc.Northstar Computer Forms, Inc.General Financial Supply, Inc.Calibrated Forms Co. Inc.Crabar/GBF, Inc.Royal Business Forms, Inc.Alstyle Apparel LLCA and G, Inc.Alstyle Ensenada LLCAlstyle Hermosilla LLCDiaco USA, LLCTennessee Business Forms Company d/b/a
Avant-GardeTBF Realty, LLC, a Delaware limited liability
company
 By:Keith S. Walters, President of each
 American Forms I, L.P.Adams McClure I, L.P.Texas EBF, L.P.Ennis Sales, L.P.Ennis Management, L.P.By: Ennis, Inc., the sole general partner of each
 By:Keith S. Walters, President
  
 A2 - 4




---



##### 



FORM
OF COMPLIANCE CERTIFICATE 1
  Credit
Agreement Company
 I.
    
    Reports. Enclosed herewith is a copy of the [annual audited/quarterly]report of the
Company as at , ___(the Computation Date), which report fairly
presents in all material respects the financial condition and results of operations [(subject
to the absence of footnotes and to normal year-end adjustments)]of the Company as of the
Computation Date and has been prepared in accordance with GAAP consistently applied.II.
    
    Financial Tests. The Company hereby certifies and warrants to you that the following
is a true and correct computation as at the Computation Date of the following ratios and/or
financial restrictions contained in the Credit Agreement:A.
    
    Section 11.14.1  Minimum Fixed Charge Coverage Ratio
 1.
    
    
    EBITDA
    
    $2.
    
    
    Income taxes paid
    
    $3.
    
    
    Capital Expenditures
    
    $4.
    
    
    Sum of (2) and (3)
    
    $5.
    
    
    Remainder of (1) minus (4)
    
    $6.
    
    
    Interest Expense
    
    $7.
    
    
    Required payments of
principal of Funded Debt
(excluding Revolving Loans)
    
    $
 B - 1




---



##### 



8.
    
    
    Distributions to holders
of Parent Capital Securities (other
than distributions of non-redeemable
common equity securities)
    
    $9.
    
    
    Sum of (6), (7) and (8)
    
    $10.
    
    
    Ratio of (5) to (9)
    
    ___to 111.
    
    
    Minimum Required
    
    ___to 1
 B.
    
    Section 11.14.2  Maximum Total Funded Debt to EBITDA Ratio
 1.
    
    
    Total Funded Debt
    
    $2.
    
    
    EBITDA
(from Item A(3) above)
    
    $3.
    
    
    Ratio of (1) to (2)
    
    ___to 14.
    
    
    Maximum allowed
    
    ___to 1
 C.
    
    Section 11.14.3  Minimum Net Worth
 1.
    
    
    Consolidated Net Worth
    
    $2.
    
    
    Baseline value
    
    $3.
    
    
    Consolidated Net Income
    
    $4.
    
    
    25% of C.3.
    
    $5.
    
    
    Minimum Net Worth
(sum of C.2 and C.4)
    
    $
   ENNIS, INC.By:Title:
 B - 2




---



##### 



To:
    
    [Company Lower Case]andLaSalle Bank National Association, as Administrative AgentRe:
    
    Assignment under the Amended and Restated Credit Agreement referred to below
  Credit Agreement Company Administrative Agent
 Assignor  Assignee   Effective Date
   C - 1




---



##### 



(a)
    
    the Assignee (i) shall be deemed automatically to have become a party to the
Credit Agreement and to have all the rights and obligations of a Lender under the
Credit Agreement as if it were an original signatory thereto to the extent specified in
the second paragraph hereof; and (ii) agrees to be bound by the terms and conditions
set forth in the Credit Agreement as if it were an original signatory thereto; and(b)
    
    the Assignor shall be released from its obligations under the Credit Agreement
to the extent specified in the second paragraph hereof.
  (A)
    
    Institution Name:Address:Attention:Telephone:Facsimile:(B)
    
    Payment Instructions:
   C - 2




---



##### 



Percentage = -%
    
    [ASSIGNEE]By:Title:Adjusted Percentage = -%
    
    [ASSIGNOR]By:Title:
 ACKNOWLEDGED AND CONSENTED TOthis ____ day of , ____LASALLE BANK NATIONAL ASSOCIATION, as Administrative AgentBy:Title:ACKNOWLEDGED AND CONSENTED TOthis ____ day of , ____ENNIS, INC.By:Title:
 C - 3




---



##### 



Credit
Agreement Company
 Section 2.2.2
 
   
  
 ENNIS, INC.By:Title:
 D - 1




---



##### 



Company
 Section 2.2.3
 
 
 Section 12.2
 
 ENNIS, INC.By:Title:
 E - 1