SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

     This Second Amendment (“Amendment”) is made as of the 9^th day of February, 2007 by and between Tufco, L.P. (“Borrower”), Tufco Technologies, Inc. (“Parent”), Associated Bank Green Bay, NA, U.S. Bank, NA and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA) (collectively the “Banks”) with JPMorgan Chase Bank, N.A. serving individually as a Bank and as Agent for itself and the other Banks.

RECITALS

     The parties entered into a Credit Agreement dated as of May 20, 2004, 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 1, Section 1.1 of the Credit Agreement the meaning of “Multibank Revolving Commitments” is changed to read as follows:
			“Multibank Revolving Commitments” means the commitments by the Banks to the Borrower with respect to the Multibank Revolving Commitments described in Section 2.1 of this Agreement in the aggregate principal amount of Fourteen Million Dollars ($14,000,000) at any one time outstanding up to but not exceeding the proportionate amounts set forth opposite the name of each Bank on the signature pages hereto under the heading “Revolving Commitments” or in the most recent Assignment and Acceptance executed by such Bank, as the same may be reduced or terminated pursuant to Section 2.6 or Section 13.2”
	3.		This Amendment is a modification only and not a novation.
	4.		Except for the above stated amendment, 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 Banks’ part to grant other or future amendments, should any be requested.
	6.		The Borrower agrees to pay all fees and out of pocket disbursements incurred by the Banks 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

AGENT:

Revolving Commitments:		JPMORGAN CHASE BANK, N.A., individually as a Bank and as the Agent

$4,666,667 — Multibank Revolving Commitment
$1,000,000 — Bank One Individual Revolving Commitment

Revolving Commitment:		BANK: ASSOCIATED BANK GREEN BAY, NA

$3,888,890 — Multibank Revolving Commitment

Revolving Commitment:		BANK: U.S. BANK, NA

$5,444,443 — Multibank Revolving Commitment

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