FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “First Amendment”), effective as of the 31st day of October, 2004, by and between CHAMPION INDUSTRIES, INC., a West Virginia corporation, with offices at 2450 First Avenue, Huntington, West Virginia 25703 (“Borrower”) and UNITED BANK, INC., a West Virginia state banking corporation, with offices at 2889 Third Avenue, Huntington, West Virginia 25702 (“UBI”).
WHEREAS, Borrower and UBI executed and delivered on August 1, 2003, a Revolving Credit Agreement (the “Agreement”); and
WHEREAS, Borrower and UBI desire to modify and amend Section 7.2.16 of the Credit Agreement.
NOW, THEREFORE, in consideration of the mutual and separate agreement, conditions, covenants and warranties of the parties hereto, and further good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
Borrower and UBI agree as follows:
1. As of the effective date of this First Amendment to the Credit Agreement, Section 7.2.16 of the Credit Agreement is hereby amended and modified to and shall read as follows:7.2.16 The Borrower shall not at any time permit the Consolidated Tangible Net Worth to be less than the sum of (i) 90% of $35,302,968 (i.e., $31,800,000), (ii) an amount equal to 50% of the
Consolidated Net Income and (iii) 100% of the proceeds of all stock issued by the Borrower or any of its Subsidiaries.
2. The execution and delivery of this First Amendment has been duly authorized by any and all necessary action on the part of the Borrower and the Subsidiary Guarantors, and no authorization, approval or consent by, or filing with any governmental or public regulatory authority is necessary therefor.
3. All terms and conditions of the (i) Credit Agreement, (ii) Revolving Credit Note and (iii) the Subsidiaries Guaranty and (iv) all other documents relating to the transactions contemplated by the Credit Agreement are and shall remain in full force and effect and shall be binding upon the parties hereto.
4. Borrower and the Subsidiary Guarantors hereby reaffirm all of the terms and provisions of (i) Credit Agreement, (ii) Revolving Credit Note and (iii) the Subsidiaries Guaranty and (iv) all other documents relating to the transactions contemplated by the Credit Agreement.IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this First Amendment as of the day and year first above written.
| CHAMPION INDUSTRIES, INC., a West Virginia corporation By: /s/ Todd R. Fry_________________ Print Name: Todd R. Fry |
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| UNITED BANK, INC., a West Virginia state banking corporation By: /s/ Linda J. Pleasants____________ Print Name: Linda J. Pleasants | |
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WITNESS undersigned signatories to the Subsidiaries Guaranty, herewith acknowledge and consent to the First Amendment to Revolving Credit Agreement, effective as of the 31st day of October, 2004, with the intent to be legally bound hereby.
ATTEST:
Print Name: Toney K. Adkins | INTERFORM CORPORATION
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ATTEST:
Print Name: Toney K. Adkins | U.S. TAG & TICKET COMPANY, INC.
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ATTEST:
Print Name: Toney K. Adkins | THE CHAPMAN PRINTING COMPANY, INC.
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WITNESS undersigned signatories to the Subsidiaries Guaranty, herewith acknowledge and consent to the First Amendment to Revolving Credit Agreement, effective as of the 31st day of October, 2004, with the intent to be legally bound hereby.
ATTEST:
Print Name: Toney K. Adkins | STATIONERS, INC.
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ATTEST:
Print Name: Toney K. Adkins | DONIHE GRAPHICS, INC.
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ATTEST:
Print Name: Toney K. Adkins | THE MERTEN COMPANY
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WITNESS undersigned signatories to the Subsidiaries Guaranty, herewith acknowledge and consent to the First Amendment to Revolving Credit Agreement, effective as of the 31st day of October, 2004, with the intent to be legally bound hereby.
ATTEST:
Print Name: Toney K. Adkins | BOURQUE PRINTING, INC.
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ATTEST:
Print Name: Toney K. Adkins | SMITH & BUTTERFIELD CO., INC.
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ATTEST:
Print Name: Toney K. Adkins | DALLAS PRINTING COMPANY, INC.
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WITNESS undersigned signatories to the Subsidiaries Guaranty, herewith acknowledge and consent to the First Amendment to Revolving Credit Agreement, effective as of the 31st day of October, 2004, with the intent to be legally bound hereby.
ATTEST:
Print Name: Toney K. Adkins | CAROLINA CUT SHEETS, INC.
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ATTEST:
Print Name: Toney K. Adkins | CHMP LEASING, INC.
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ATTEST:
Print Name: Toney K. Adkins | BLUE RIDGE PRINTING COMPANY, INC.
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WITNESS undersigned signatories to the Subsidiaries Guaranty, herewith acknowledge and consent to the First Amendment to Revolving Credit Agreement, effective as of the 31st day of October, 2004, with the intent to be legally bound hereby.
ATTEST:
Print Name: Toney K. Adkins | ROSE CITY PRESS
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ATTEST:
Print Name: Toney K. Adkins | CAPITAL BUSINESS EQUIPMENT, INC.
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ATTEST:
Print Name: Toney K. Adkins | DIEZ BUSINESS MACHINES, INC.
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WITNESS undersigned signatories to the Subsidiaries Guaranty, herewith acknowledge and consent to the First Amendment to Revolving Credit Agreement, effective as of the 31st day of October, 2004, with the intent to be legally bound hereby.
ATTEST:
Print Name: Toney K. Adkins | TRANSDATA SYSTEMS, INC.
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ATTEST:
Print Name: Toney K. Adkins | INDEPENDENT PRINTING SERVICE, INC.
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ATTEST:
Print Name: Toney K. Adkins | THOMPSON'S OF MORGANTOWN, INC.
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WITNESS undersigned signatories to the Subsidiaries Guaranty, herewith acknowledge and consent to the First Amendment to Revolving Credit Agreement, effective as of the 31st day of October, 2004, with the intent to be legally bound hereby.
ATTEST:
Print Name: Toney K. Adkins | SYSCAN CORPORATION
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