**Exhibit10.1**

** **

**FIRSTAMENDMENT TO CREDIT AGREEMENT**

 

 

                **THIS FIRSTAMENDMENT TO CREDIT AGREEMENT** (this “First Amendment”) datedas of April 1, 2002, is to that certain Credit Agreement, dated as of December11, 2000 (as may be amended and modified from time to time, the “CreditAgreement”), by and among **CONSOLIDATED GRAPHICS, INC.**, a Texascorporation (the “Borrower”), the Guarantors identified therein, theseveral banks and other financial institutions identified therein (the “Lenders”)and **WACHOVIABANK, NATIONAL****ASSOCIATION**, formerly known as **FIRST UNIONNATIONAL BANK**, as administrative agent for the Lenders (in suchcapacity, the “Agent”).  Termsused but not otherwise defined herein shall have the meanings provided in theCredit Agreement.

 

**W I T N E S S E T H:**

 

**                WHEREAS**, the Lenders have established a creditfacility for the benefit of the Borrower pursuant to the terms of the CreditAgreement;

 

                **WHEREAS**,the Borrower has requested that the Required Lenders amend certain provisionsof the Credit Agreement by making certain modifications thereto; and

 

                **WHEREAS**,the Required Lenders have agreed to the requested amendment on the terms andconditions hereinafter set forth.

 

                **NOW,THEREFORE, IN CONSIDERATION** of the premises and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:

 

A.            Section5.9(d) of the Credit Agreement is hereby deleted in its entirety and thefollowing substituted therefor:

 

(d)           Consolidated Net Worth.  Consolidated Net Worth at all times shall begreater than or equal to 85% of Consolidated Net Worth of the Borrower and itsconsolidated Subsidiaries as of June 30, 2000 plus 50% of ConsolidatedNet Income for all fiscal quarters after June 30, 2000 where Consolidated NetIncome was positive plus 100% of all Equity Issuances after June 30,2000 less 100% of all Stock Repurchases after June 30, 2000 lessthe lesser of (x) the amount by which goodwill of the Borrower and itsconsolidated Subsidiaries is impaired on an after tax basis based on theapplication of Financial Accounting Standards Board Statement of FinancialAccounting Standards No. 142 and (y) $75,000,000.

 

                B.            Except as modified hereby, all ofthe terms and provisions of the Credit Agreement (including schedules andexhibits thereto) remain in full force and effect.

 

                C.            TheCredit Parties hereby represent and warrant that (a) the representations andwarranties contained in Article III of the Credit Agreement are correct in allmaterial respects on and as of the date hereof (except those which expresslyrelate to an earlier date) as though made on and as of such date and (b) noDefault or Event of Default exists on and as of the date hereof after givingeffect to the amendment contained herein.

 

                D.            ThisFirst Amendment shall become effective as of the date first written above uponreceipt by the Agent of counterparts of this First Amendment, executed by aduly authorized officer of each of the Borrower, the Guarantors, the Agent andthe Required Lenders.

 

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                E.             TheGuarantors acknowledge and consent to allof the terms and conditions of this First Amendment and agree that this FirstAmendment and all documents executed in connection herewith do not operate toreduce or discharge the Guarantors’ obligations under the Credit Agreement orthe other Credit Documents.

 

                F.             The Credit Parties acknowledge and agree that the CreditParties have no claims, counterclaims, offsets, or defenses to the CreditDocuments and the performance of the Credit Parties’ obligations thereunder orif the Credit Parties did have any such claims, counterclaims, offsets ordefenses to the Credit Documents or any transaction related to the CreditDocuments, the same are hereby waived, relinquished and released inconsideration of the Required Lenders’ execution and delivery of this FirstAmendment.

 

                G.            ThisFirst Amendment may be executed in any number of counterparts, each of whichwhen so executed and delivered shall be deemed an original and it shall not benecessary in making proof of this First Amendment to produce or account formore than one such counterpart.

 

                H.            This First Amendment and the CreditAgreement, as amended hereby, shall be deemed to be contracts made under, andfor all purposes shall be construed in accordance with the laws of the State ofNorth Carolina.

 

                **IN WITNESSWHEREOF**, each of the parties hereto has caused a counterpart of thisFirst Amendment to be duly executed and delivered as of the date and year firstabove written.

 
| BORROWER: | CONSOLIDATED GRAPHICS,  INC., |
|-----------|-------------------------------|
|      | a Texas corporation           |
|      |                          |   |
|      | By:                           | /s/JOE R. DAVIS |
|      | Name:                         | Joe R. Davis |
|      | Title:                        | C.E.O. |
|      |                          |   |

 

GUARANTORS:                                                            

APPLE GRAPHICS, INC.,

      a California corporation,

ARTS AND CRAFTS PRESS,INC.,

      a California corporation,

AUSTIN PRINTING COMPANY,INC.,

      a Georgia corporation,

AUTOMATED GRAPHICIMAGING/COPY CENTER, INC.,

      a District of Columbia corporation,

AUTOMATED GRAPHICSYSTEMS, INC.,

      a Maryland corporation,

AUTOMATED GRAPHIC SYSTEMS— OHIO, INC.,

      a Maryland corporation,

BRIDGETOWN PRINTING CO.,

      an Oregon corporation,

BYRUM LITHOGRAPHING CO.,

      an Ohio corporation,

 

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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 AMERICANLITHOGRAPHERS, INC.,

      a California corporation,

CONSOLIDATED CARQUEVILLEPRINTING COMPANY,

      an Illinois 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,

EMERALD CITY GRAPHICS,INC. ,

      a Washington corporation,

FITTJE BROS. PRINTING CO.,

      a Colorado corporation,

FREDERIC PRINTINGCOMPANY,

      a Colorado corporation,

GARNER PRINTING COMPANY,

      an Iowa corporation,

GEORGES & SHAPIROLITHOGRAPH, INC. ,

      a California corporation,

GEYER PRINTING COMPANY,INC. ,

      a Pennsylvania corporation,

GRAPHIC COMMUNICATIONS,INC. ,

      a California corporation,

GRAPHIC TECHNOLOGY OFMARYLAND, INC. ,

      a Maryland corporation,

GROVER PRINTING COMPANY,

      a Texas corporation,

H & N PRINTING &GRAPHICS, INC. ,

      a Maryland corporation,

HERITAGE GRAPHICS, INC. ,

      a Texas corporation,

IMAGE SYSTEMS, INC. ,

      a Wisconsin corporation,

 

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IRONWOOD LITHOGRAPHERS, INC. ,

      an Arizona corporation,

KEYS PRINTING COMPANY,

      a South Carolina corporation,

LINCOLN PRINTINGCORPORATION,

      an Indiana corporation,

MARYLAND COMPOSITION.COM,INC. ,

      a Maryland 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 PRINTINGSERVICES, INC. ,

      an Indiana corporation,

MOBILITY, INC. ,

      a Virginia corporation,

MOUNT VERNON ACQUISITIONCOMPANY,

      a Maryland corporation,

MOUNT VERNON PRINTINGCOMPANY,

      a Virginia corporation,

MULTIPLE IMAGES PRINTING,INC.,

      an Illinois corporation,

PARAGRAPHICS, INC.,

      a California corporation,

PICCARI PRESS, INC.,

      a Pennsylvania corporation,

PRECISION LITHO, INC.,

      a California corporation,

PRIDE PRINTERS, INC.,

      a Massachusetts corporation,

PRINTING CORPORATION OFAMERICA,

      a Maryland corporation,

PRINTING, INC. ,

      a Kansas corporation,

RUSH PRESS, INC. ,

      a California corporation,

STORTERCHILDS PRINTINGCO., INC.,

      a Florida corporation,

SUPERIOR COLOUR GRAPHICS,INC.,

      a Michigan corporation,

TEWELL WARREN PRINTINGCOMPANY,

      a Colorado corporation,

THE ETHERIDGE COMPANY,

      a Michigan corporation,

THE GRAPHICS GROUP, INC.,

      a Texas corporation,

 

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THE JARVIS PRESS, INC.,

      a Texas corporation,

THE JOHN C. OTTO COMPANY,INC.,

      a Massachusetts corporation,

THE PRINTERY, INC.,

      a Wisconsin corporation,

THEO. DAVIS SONS,INCORPORATED,

      a North Carolina corporation,

THOUSAND OAKS PRINTINGAND SPECIALTIES, INC.,

      a California corporation,

TUCKER PRINTERS, INC.,

      a Texascorporation,

TULSA LITHO COMPANY,

      an Oklahoma corporation,

TURSACK INCORPORATED,

      a Pennsylvania corporation,

WALNUT CIRCLE PRESS,INC.,

      a North Carolina corporation,

WEB GRAPHICS, INC.,

      a Kansas corporation,

WENTWORTH CORPORATION,

      a South Carolina corporation,

WESTERN LITHOGRAPHCOMPANY,

      a Texas corporation,

WESTLAND PRINTERS, INC.,

      a Maryland corporation,

WETZEL BROTHERS, INC.,

      a Wisconsin corporation,

WOODRIDGE PRESS, INC.,

      a California corporation,

CONSOLIDATED GRAPHICSMANAGEMENT, INC.,

      a Delaware corporation,

CONSOLIDATED GRAPHICSMANAGEMENT II, INC.,

      a Delaware corporation,

CONSOLIDATED GRAPHICSMANAGEMENT III, INC.,

      a Delaware corporation,

CGML GENERAL PARTNER,INC.,

      a Delaware corporation,

CONSOLIDATED GRAPHICSPROPERTIES, INC.,

      a Texas corporation,

CONSOLIDATED GRAPHICSPROPERTIES II, INC.,

      a Texas corporation,

GULF PRINTING COMPANY,

      a Texas corporation,

SUPERB PRINTING COMPANY,

      a Texas corporation,

GILLILAND PRINTING, INC.

      a Kansas corporation,

 

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GRITZ-RITTER GRAPHICS, INC.,

      a Colorado corporation,

HEATH PRINTERS, INC.

      a Washington corporation

 

 

 
| :            | By                                                                                    | /s/JOE R. DAVIS                                                                                                   |
|--------------|---------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------|
|         | Name:                                                                                 | Joe R. Davis                                                                                                      |
|         | Title:                                                                                | [C.E.O.]                                                                                                          | of each of the  foregoing |
|         |                                                                                  |                                                                                                              |   |
|         | SERCO FORMS, LLC,                                                                     |
|         | a Kansas limited liability company                                                    |
|         |                                                                                  |                                                                                                              |   |
|         | By:                                                                                   | /s/JOE R. DAVIS                                                                                                   |
|         | Name:                                                                                 | Joe R. Davis                                                                                                      |
|         | Title:                                                                                | C.E.O. & Manager                                                                                              |
|         |                                                                                  |                                                                                                              |   |
|         | CONSOLIDATED GRAPHICS MANAGEMENT, LTD.,                                               |
|         | a Texas limited partnership,                                                          |
|         |                                                                                  |                                                                                                              |   |
|         | By:                                                                                   | CONSOLIDATED GRAPHICS, INC., a Texas corporation,  sole general partner of Consolidated Graphics Management, Ltd. |
|         |                                                                                  |                                                                                                              |   |
|         |                                                                                  | By:                                                                                                               | /s/JOE R. DAVIS |
|         |                                                                                  | Name:                                                                                                             | Joe R. Davis |
|         |                                                                                  | Title:                                                                                                            |   |
|         |                                                                                  |                                                                                                              |   |
| AGENT        |                                                                                  |                                                                                                              |   |
| AND LENDERS: | WACHOVIA BANK, NATIONAL ASSOCAITION,                                                  |
|         | formerly known as First Union National Bank, as  Administrative Agent and as a Lender |
|         |                                                                                  |                                                                                                              |   |
|         | By:                                                                                   | /s/LAURA B. SMITH                                                                                                 |
|         | Name:                                                                                 | Laura B. Smith                                                                                                    |
|         | Title:                                                                                | Vice President                                                                                                    |
|         |                                                                                  |                                                                                                              |   |
|         | BANK ONE TEXAS, N.A.                                                                  |
|         |                                                                                  |                                                                                                              |   |
|         | By:                                                                                   | /s/GAIL WAGGONER                                                                                                  |
|         | Name:                                                                                 | Gail Waggoner                                                                                                     |
|         | Title:                                                                                | First Vice President                                                                                              |

 

 

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|   | WELLS FARGO BANK TEXAS,  NATIONAL   |
|--------|-------------------------------------|
|   | ASSOCIATION                         |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/H. MICHAEL SULTANIK |
|   | Name:                               | H. Michael Sultanik |
|   | Title:                              | Vice  President |
|   |                                |   |
|   |                                |   |
|   | THE BANK OF  TOKYO-MITSUBISHI, LTD. |
|   |                                |   |
|   |                                |   |
|   | By:                                 |   |
|   | Name:                               |   |
|   | Title:                              |   |
|   |                                |   |
|   | By:                                 |   |
|   | Name:                               |   |
|   | Title:                              |   |
|   |                                |   |
|   |                                |   |
|   | COMERICA BANK                       |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/WILLIAM S. ROGERS |
|   | Name:                               | William S. Rogers |
|   | Title:                              | Vice President |
|   |                                |   |
|   |                                |   |
|   | U.S. BANK  NATIONAL ASSOCIATION     |
|   |                                |   |
|   |                                |   |
|   | By:                                 |   |
|   | Name:                               |   |
|   | Title:                              |   |
|   |                                |   |
|   |                                |   |
|   | GUARANTY FEDERAL BANK,  FSB         |
|   |                                |   |
|   |                                |   |
|   | By:                                 |   |
|   | Name:                               |   |
|   | Title:                              |   |

 

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|   |                                 |                 |
|--------|--------------------------------------|----------------------|
|   |                                 |                 |
|   | THE MITSUBISHI TRUST  AND BANKING    |
|   | CORPORATION                          |
|   |                                 |                 |
|   |                                 |                 |
|   | By:                                  |                 |
|   | Name:                                |                 |
|   | Title:                               |                 |
|   |                                 |                 |
|   |                                 |                 |
|   | BANK HAPOALIM B.M.                   |
|   |                                 |                 |
|   |                                 |                 |
|   | By:                                  |                 |
|   | Name:                                |                 |
|   | Title:                               |                 |
|   |                                 |                 |
|   |                                 |                 |
|   | HUA NAN COMMERCIAL BANK  LTD. — |
|   | NEW YORK AGENCY                      |
|   |                                 |                 |
|   |                                 |                 |
|   | By:                                  |                 |
|   | Name:                                |                 |
|   | Title:                               |                 |
|   |                                 |                 |
|   |                                 |                 |
|   | RZB FINANCE LLC                      |
|   |                                 |                 |
|   |                                 |                 |
|   | By:                                  | /s/JOHN A. VALISKA   |
|   | Name:                                | John A. Valiska      |
|   | Title:                               | Vice President       |
|   |                                 |                 |
|   |                                 |                 |
|   | By:                                  | /s/FRANK J. YAUTZ    |
|   | Name:                                | Frank J. Yautz       |
|   | Title:                               | First Vice President |

 

 

 

 

 

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