**EXHIBIT 10.1****FIRST AMENDMENT TO CREDIT AGREEMENT**     This First Amendment (“Amendment”) is made as of the 22nd day of May, 2006 by andbetween 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) (collectivelythe “Banks”) with JPMorgan Chase Bank, N.A. serving individually as a Bank and as Agent for itselfand 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 theCredit Agreement.  2. All references to Bank One in the Credit Agreement are changed to mean JPMorganChase Bank. All references to Bank One, NA in the Credit Agreement are changed to meanJPMorgan Chase Bank, N.A.  3. In Article 1, Section 1.1 of the Credit Agreement the Revolving TerminationDate 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 andremain in full force and effect with the changes herein deemed to be incorporatedtherein. This Amendment is to be considered attached to the Credit Agreement and made apart thereof.  6. The parties acknowledge and agree that this Amendment is limited to the termsabove stated and shall not be construed as an amendment of any other terms orprovisions of the Credit Agreement. The parties hereby specifically ratify and affirmthe terms and provisions of the Credit Agreement except as herein changed. ThisAmendment shall not establish a course of dealing or be construed as evidence of anywillingness on the Banks’ part to grant other or future amendments, should any berequested.  7. The Borrower agrees to pay all fees and out of pocket disbursements incurred bythe Banks in connection with this Amendment.
 

 
     **IN WITNESS WHEREOF,**the parties have entered into this Amendment as of the day and year firstabove 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 forthe Managing Member             **TUFCO TECHNOLOGIES, INC.**             By: /s/ Michael B. Wheeler           Michael B. Wheeler    Chief FinancialOfficer, 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  
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     The undersigned Guarantors consent to the foregoing Amendment and acknowledge the continuingvalidity and enforceability of the Guaranties.                **GUARANTORS:**           **TUFCO TECHNOLOGIES, INC.**           By: /s/ Michael B. Wheeler           Michael B. Wheeler    Chief FinancialOfficer, 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  
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