SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 2 d83281exv10w1.htm EX-10.1 exv10w1

Exhibit 10.1

SECOND AMENDMENT
TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT

This Second Amendment to the First Amended and Restated Credit Agreement (“Amendment”) is made as of the 30th day of June, 2011 by and between Tufco, L.P. (“Borrower”), Tufco Technologies, Inc. (“Parent”) and JPMorgan Chase Bank, N.A. (“Bank”).

RECITALS

The parties entered into a First Amended and Restated Credit Agreement dated as of March 15, 2010, as amended (“Credit Agreement”).

The parties desire to amend the Credit Agreement as set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

1.		Capitalized terms not defined herein shall have the meaning ascribed in the Credit Agreement.

2.		In Article 12, Section 12.2 of the Credit Agreement, the first paragraph is deleted and the following is inserted in its place:

“The Parent shall maintain a Consolidated After Tax Net Income on a cumulative basis in fiscal year 2011 of not less than a negative $350,000 as of June 30, 2011, not less than a negative $100,000 as of September 30, 2011 and not less than $0 as of December 31, 2011.”

3.		This Amendment is a modification only and not a novation.

4.		Except for the above stated amendments, the Credit Agreement shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This Amendment is to be considered attached to the Credit Agreement and made a part thereof.

5.		The parties acknowledge and agree that this Amendment is limited to the terms above stated and shall not be construed as an amendment of any other terms or provisions of the Credit Agreement. The parties hereby specifically ratify and affirm the terms and provisions of the Credit Agreement except as herein changed. This Amendment shall not establish a course of dealing or be construed as evidence of any willingness on the Bank’s part to grant other or future amendments, should any be requested.

The Borrower agrees to pay all fees and out of pocket disbursements incurred by the Bank in connection with this Amendment.

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the day and year first above written.


BORROWER AND PARENT:

TUFCO, L.P.

By: Tufco LLC, its
Managing General Partner

	By: Tufco Technologies, Inc.
	Its Sole Managing Member

	By:	/s/ Michael B. Wheeler

		Michael B. Wheeler
		Authorized Officer for the Managing Member


	TUFCO TECHNOLOGIES, INC.
	By:	/s/ Michael B. Wheeler
		Michael B. Wheeler
		Chief Financial Officer, Vice President and Secretary


	BANK: JPMORGAN CHASE BANK, N.A.,
	By:	/s/ Bruce E. Zak
		Bruce E. Zak
		Regional President

The undersigned Guarantors consent to the foregoing Amendment and acknowledge the continuing validity and enforceability of the Guaranties.


	GUARANTORS: TUFCO TECHNOLOGIES, INC.
	By:	/s/ Michael B. Wheeler
		Michael B. Wheeler
		Chief Financial Officer, Vice President and Secretary


	TUFCO LLC By: Tufco Technologies, Inc., Its Sole Managing Member
	By:	/s/ Michael B. Wheeler
		Michael B. Wheeler
		Authorized Officer of the Managing Member


HAMCO MANUFACTURING AND DISTRIBUTING LLC

By:	TUFCO, LP
	its Sole Managing Member

	By:	TUFCO LLC,
		its Managing General Partner

		By:	TUFCO TECHNOLOGIES, INC.,
			its Sole Managing Member



	By:	/s/ Michael B. Wheeler
		Michael B. Wheeler
		Chief Financial Officer, Vice President and Secretary