First Amendment to Credit Agreement

EXHIBIT 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

     This First Amendment (“Amendment”) is made as of the 22^nd day of May, 2006 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 (“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.		All references to Bank One in the Credit Agreement are changed to mean JPMorgan Chase Bank. All references to Bank One, NA in the Credit Agreement are changed to mean JPMorgan Chase Bank, N.A.
	3.		In Article 1, Section 1.1 of the Credit Agreement the Revolving Termination Date is changed from May 18, 2007 to May 18, 2008.
	4.		This Amendment is a modification only and not a novation.
	5.		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.
	6.		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.
	7.		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:
		JPMORGAN CHASE BANK, N.A., individually
		as a Bank and as the Agent
		By:		/s/ Mark J. Fischer
		Mark J. Fischer, Vice President
		BANK: ASSOCIATED BANK GREEN BAY, NA
		By:		/s/ Stephen E. Pasowicz
		Printed Name: Stephen E. Pasowicz
		Title: Vice President
		BANK: U.S. BANK, NA
		By:		/s/ Thomas V. Richtman
		Printed Name: Thomas V. Richtman
		Title: Vice 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 Member
		By:		/s/ Michael B. Wheeler
		Michael B. Wheeler
		Authorized Officer of the Managing Member