FIFTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

FIFTH AMENDMENT TO CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) is made and entered into as of July 30, 2009 (the “ Effective Date ”) 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 instruments dated as of January 2, 2007, November 9, 2007, March 13, 2008 and August 4, 2008. 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) The definition of “ Applicable Percentage ” set forth in Section 1.1 of the Credit Agreement is hereby amended to read in its entirety as follows:

“ Applicable Percentage ” shall mean, for any day, the rate per annum set forth below opposite the applicable Level then in effect, it being understood that the Applicable Percentage for (i) Revolving Loans which are Alternate Base Rate Loans shall be the percentage set forth under the column “Alternate Base Rate Margin for Revolving Loans”, (ii) Revolving Loans which are LIBOR Rate Loans shall be the percentage set forth under the column “LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee”, (iii) the Commitment Fee shall be the percentage set forth under the column “Commitment Fee” and (iv) the Letter of Credit Fee shall be the percentage set forth under the column “LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee”:

The Applicable Percentage shall, in each case, be determined and adjusted quarterly on the date five (5) Business Days after the date on which the Administrative Agent has received from the Borrower the quarterly financial information and certifications required to be delivered to the Administrative Agent and the Lenders in accordance with the provisions of Sections 5.1(b) and 5.2(b) (each an “ Interest Determination Date ”). Such Applicable Percentage shall be effective from such Interest Determination Date until the next such Interest Determination Date. After the Closing Date, if the Borrower shall fail to provide the quarterly financial information and certifications in accordance with the provisions of Sections 5.1(b) and 5.2(b) , the Applicable Percentage from such Interest Determination Date shall, on the date five (5) Business Days after the date by which the Borrower was so required to provide such financial information and certifications to the Administrative Agent and the Lenders, be based on Level VII until such time as such information and certifications are provided, whereupon the Level shall be determined by the then current Leverage Ratio.

(b) The definition of “ Consolidated EBITDA ” set forth in Section 1.1 of the Credit Agreement is hereby amended to read in its entirety as follows:

“ Consolidated EBITDA ” shall mean, for any period, the sum of (i) Consolidated Net Income for such period, plus (ii) an amount which, in the determination of Consolidated Net Income for such period, has been deducted for (A) Consolidated Interest Expense, (B) total federal, state, local and foreign income taxes and other similar taxes, (C) losses (or minus gains) on the sale or

disposition of assets outside the ordinary course of business and (D) depreciation, amortization expense and other non-cash charges, all as determined in accordance with GAAP. Non-cash charges that are added back to Consolidated Net Income in subsection (D), but are ultimately paid in cash will be deducted from Consolidated EBITDA at the time cash payments are made (other than the litigation charges in the amount of $17,000,000 specified and described in the December 31, 2008 Form 10k filing by the Borrower, which shall continue to be excluded from the calculation of Consolidated EBITDA in the event it is paid).

(c) The definition of “ Issuing Lender ” set forth in Section 1.1 of the Credit Agreement is hereby amended to read in its entirety as follows:

“ Issuing Lender ” means either of JPM Chase or Wells Fargo Bank, National Association (at Borrower’s election), in its capacity as the issuer of Letters of Credit hereunder.

(d) A new clause (xi) is hereby added to the definition of “ Permitted Liens ” set forth in Section 1.1 of the Credit Agreement, such new clause to read in its entirety as follows:

(xi) Liens securing Indebtedness permitted under Section 6.1(i) .

(e)  Section 2.3(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

(a) Issuance . Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require consistent with customary practice at such time, during the Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the Issuing Lender; provided , however , that (i) the aggregate amount of LOC Obligations shall not at any time exceed THIRTY MILLION DOLLARS ($30,000,000) (the “ LOC Committed Amount ”), (ii) the sum of the aggregate amount of Revolving Loans plus Swingline Loans plus LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount, (iii) all Letters of Credit shall be denominated in U.S. Dollars and (iv) Letters of Credit shall be issued for the purpose of supporting tax-advantaged variable rate demand note financing and for other lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs, and trade letters of credit. Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided , however , so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the

applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided , further , that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Any Letters of Credit issued hereunder shall be in a minimum original face amount of $10,000 or such other amount as agreed by the Administrative Agent and the Borrower. JPM Chase or Wells Fargo Bank, National Association shall be the Issuing Lender on all Letters of Credit issued after July 30, 2009.

(f)  Section 5.9 of the Credit Agreement is hereby amended to read in its entirety as follows:

Section 5.9 Financial Covenants .

The Borrower shall, and shall cause each other Credit Party to, comply with the following financial covenants:

(a) Leverage Ratio . The Leverage Ratio shall be less than or equal to (i) as of the last day of each fiscal quarter of the Borrower and its Subsidiaries during the period from and after July 30, 2009 through and including March 31, 2010, 3.75 to 1.00, (ii) as of the last day of each fiscal quarter of the Borrower and its Subsidiaries during the period from and after April 1, 2010 through and including September 30, 2010, 3.50 to 1.00, (iii) as of the last day of each fiscal quarter of the Borrower and its Subsidiaries during the period from and after October 1, 2010 through and including March 31, 2011, 3.00 to 1.00, and (iv) as of the last day of each fiscal quarter of the Borrower and its Subsidiaries thereafter, 2.75 to 1.0.

(b) Interest Coverage Ratio . The Interest Coverage Ratio, as of the last day of each fiscal quarter of the Borrower and its Subsidiaries occurring from and after July 30, 2009, shall be greater than or equal to 2.00 to 1.0.

(c) Consolidated Capital Expenditures . As of the end of each fiscal quarter of the Borrower beginning with the fiscal quarter ending June 30, 2008, Consolidated Capital Expenditures of the Borrower for the immediately preceding twelve month period shall not exceed two hundred percent (200%) of the last twelve month depreciation and amortization of the Borrower and its consolidated Subsidiaries determined on a rolling four fiscal quarter basis.

(g)  Section 6.1(b) of the Credit Agreement is hereby amended to read in its entirety as follows:

(b) Indebtedness of the Borrower and its Subsidiaries existing as of July 30, 2009 and set out more specifically in Schedule 6.1(b) hereto and Indebtedness assumed after July 30, 2009 in connection with acquisitions

permitted under Section 6.6(c) (provided that such Indebtedness was not incurred in connection with such acquisition and any Liens existing in connection with such Indebtedness shall relate only to the assets financed thereby), and renewals, refinancings or extensions of any of the