exv10w1



 



Exhibit 10.1



AMENDMENT NO. 2 TO CREDIT AGREEMENT



THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (the “Amendment”) is made and entered
into effective as of April 1, 2002, by and among NATIONAL CITY BANK, a national
banking association (“NCB”); CHAMPION INDUSTRIES, INC., a West Virginia
corporation (the “Borrower”); INTERFORM CORPORATION, a Pennsylvania
corporation; U.S. TAG & TICKET COMPANY, INC., a Maryland corporation; BOURQUE
PRINTING, INC., a Louisiana corporation; SMITH & BUTTERFIELD CO., INC., an
Indiana corporation; DALLAS PRINTING COMPANY, INC., a Mississippi corporation;
THE CHAPMAN PRINTING COMPANY, INC., a West Virginia corporation; STATIONERS,
INC., a West Virginia corporation; DONIHE GRAPHICS, INC., a Tennessee
corporation; CAROLINA CUT SHEETS, INC., a West Virginia corporation; CHMP
LEASING, INC., a West Virginia corporation; THE MERTEN COMPANY, an Ohio
corporation; BLUE RIDGE PRINTING COMPANY, INC., a North Carolina corporation;
ROSE CITY PRESS, a West Virginia corporation; CAPITOL BUSINESS EQUIPMENT, INC.,
a West Virginia corporation; and THOMPSON’S OF MORGANTOWN, INC., a West
Virginia corporation (collectively the “Guarantors”).



WHEREAS, NCB and the Borrower are parties to a certain Revolving Credit
Agreement dated as of April 1, 1999, which agreement was previously modified
pursuant to that certain Amendment No. 1 to Credit Agreement dated July 27,
2000, (said agreement as amended is hereinafter referred to as the “Credit
Agreement”); and



WHEREAS, NCB and the Borrower desire to extend the Maturity Date of the Credit
Agreement, to amend certain other sections of the Credit Agreement, and to
provide for the Guarantors to execute an Amended and Restated Subsidiaries
Guaranty adding Borrower’s wholly owned subsidiaries Diez Business Machines,
Inc., a Louisiana corporation, Transdata Systems, Inc., a Louisiana corporation
and Independent Printing Service, Inc., an Indiana corporation, as guarantors
of the Credit Agreement, all as hereinafter provided.



NOW, THEREFORE, in consideration of the premises and covenants contained herein
and intending to be legally bound hereby, NCB and the Borrower agree as
follows:



     1.     Definitions. Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Credit Agreement.



     2.     Extension of Credit Agreement. The defined term “Maturity or Maturity
Date” as defined in Section 1.1 of the Credit Agreement is amended by deleting
said definition in its entirety as written and substituting, instead the
following:



     “Maturity or Maturity Date shall mean March 31, 2005.”



     3.     Amendment of Section 7.2.14. The Credit Agreement is further amended by
deleting Section 7.2.14 in its entirety as written and substituting, instead,
the following:



     “7.2.14 Minimum Fixed Charge Coverage Ratio



The Borrower shall attain the following minimum ratios of Consolidated Cash
Flow from Operations divided by Fixed Charges, specified below:


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	Quarter Ending	 	 	Ratio
	 	 	 
	January 31, 2002
	 	 	1.10:1.0	 
	April 30, 2002
	 	 	1.00:1.0	 
	July 31, 2002
	 	 	1.05:1.0	 
	October 31, 2002
	 	 	1.10:1.0	 
	and thereafter
	 	 	 	 



All ratios calculated under this Section 7.2.14 shall be calculated as of the
end of each fiscal quarter for the previous four quarters then ended.”


     4.     Amendment of Section 7.2.15. The Credit Agreement is further amended by
deleting Section 7.2.15 in its entirety as written and substituting, instead,
the following:



		
	 	        “7.2.15 Maximum Leverage Ratio




		
	 	        The Borrower shall not permit the ratio of Total Senior Indebtedness
divided by EBITDA to be greater than 2.0 to 1.0 at all times. For purposes of
this Section 7.2.15 only, EBITDA shall be increased by $4,300,000.00, for the
fiscal quarters ending January 31, 2002 and April 30, 2002.”



     5.     Amendment of Section 7.2.16. The Credit Agreement is further amended by
deleting Section 7.2.16 in its entirety as written and substituting, instead,
the following:



		
	 	        “7.2.16 Minimum Tangible Net Worth




		
	 	        The Borrower shall not at any time permit Consolidated Tangible Net Worth
to be less than the sum of (i) 90% of Tangible Net Worth as of October 31,
2001, (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.”



     7.     Revised Subsidiary List. Borrower hereby certifies that the attached
Exhibit A lists each of the Borrower’s Subsidiaries by name and includes
correct information about each Subsidiary as required pursuant to Section 5.1.3
of the Credit Agreement. Exhibit A shall, for all purposes, replace and be
substituted for Schedule S.1.3 referenced in this Amendment.


     8.     Additional Guarantors. Concurrent with the execution of this Amendment,
Bank shall receive a fully executed Amended and Restated Subsidiaries Guaranty
in substantially in the form of Exhibit B hereto, executed by each of the
Guarantors and, in addition, by the New Subsidiaries, which Amended and
Restated Subsidiaries Guaranty shall for all purposes replace the Subsidiaries
Guaranty, such that any references in the Credit Agreement to the Subsidiaries
Guaranty shall hereafter be a reference to the Amended and Restated
Subsidiaries Guaranty. Effective with the execution of this Amendment and the
Amended and Restated Subsidiaries Guaranty, each of the New Subsidiaries shall
become a Guarantor under the Credit Agreement.


     9.     Representations and Warranties. The Borrower hereby represents and
warrants to NCB as follows:


     (a)  all representations, warranties and covenants made by the Borrower to
NCB that are contained in the Loan Documents are true and correct on and as of


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the date hereof with the same effect as though such representations,
warranties and covenants had been made on and as of the date hereof (except
representations and warranties which expressly relate solely to an earlier date
and time, which representations and warranties shall be true and correct on and
as of the specific dates and times referred to therein);


     (b)  to the Borrower’s knowledge, no event or condition exists which, with
the giving of notice or the passage of time, or both, would constitute an Event
of Default under any of the Loan Documents;


     (c)  the organizational documents of the Borrower have not changed since
they were delivered to NCB; and


     (d)  The execution and delivery of this Amendment and the consummation of
the transactions contemplated hereby and by any other documents executed by the
Borrower required to be delivered to NCB in connection with this Amendment have
been duly and validly authorized by the Borrower and all such documents
together constitute the legal, valid and binding agreement of the Borrower,
enforceable against the Borrower in accordance with their respective terms,
except to the extent that enforceability of any of such document may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforceability of creditors’ rights generally or general
equitable principles.


     10.     Acknowledgment of Guarantors. The undersigned Guarantors hereby
acknowledge and accept all provisions of this Amendment and confirm that all
provisions of the Subsidiaries Guaranty dated April 1, 1999, as executed by
Guarantors in favor of Bank, and as amended and restated by that certain
Amended and Restated Subsidiaries Guaranty dated of even date with this
Amendment shall remain in full force and effect, irrespective of any provision
of this Amendment.


     11.     Effectiveness. This Amendment shall become effective immediately upon
execution by NCB, the Borrower and each of the Guarantors.


     12.     Counterparts. This Amendment may be executed in one or more
counterparts by any party hereto in separate counterparts, each of which, when
so executed and delivered to the other party, shall be deemed an original. All
such counterparts together shall constitute one and the same instrument.


     13.     Waivers. This Amendment shall not, except as expressly set forth
above, serve to waive, supplement or amend the Credit Agreement, which Credit
Agreement shall remain in full force and effect as amended hereby.


IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date and year first above written.


CHAMPION INDUSTRIES, INC.


By:

Todd R. Fry

Its: Vice President and Chief Financial Officer


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INTERFORM CORPORATION


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President Chief Financial Officer


U.S. TAG & TICKET COMPANY, INC.


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President and Chief Financial Officer


BOURQUE PRINTING, INC.


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President and Chief Financial Officer


SMITH & BUTTERFIELD CO., INC.


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President and Chief Financial Officer


DALLAS PRINTING COMPANY, INC.


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President and Chief Financial Officer


THE CHAPMAN PRINTING COMPANY, INC.


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President and Chief Financial Officer


STATIONERS, INC.


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President and Chief Financial Officer


DONIHE GRAPHICS, INC.


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President and Chief Financial Officer


CAROLINA CUT SHEETS, INC.


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President and Chief Financial Officer


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CHMP LEASING, INC.


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President and Chief Financial Officer


THE MERTEN COMPANY


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President and Chief Financial Officer


BLUE RIDGE PRINTING COMPANY, INC.


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President and Chief Financial Officer


ROSE CITY PRESS


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President and Chief Financial Officer


CAPITOL BUSINESS EQUIPMENT, INC.


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President and Chief Financial Officer


THOMPSON’S OF MORGANTOWN, INC.


By: /s/ Todd R. Fry

Todd R. Fry

Its: Vice President and Chief Financial Officer


NATIONAL CITY BANK

By: /s/ Randy N. Koenig

Randy N. Koenig

Its: Vice President


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EXHIBIT A



The Registrant, Champion Industries, Inc., a West Virginia corporation, docs
business under the trade name “Chapman Printing Company”. It’s wholly owned
subsidiaries are:



	 1.	 	The Chapman Printing Company, Inc., a West Virginia corporation.
	 2.	 	Stationers Inc., a West Virginia corporation (doing business in Ohio as “Garrison Brewer”).
	 3.	 	Bourque Printing, Inc., a Louisiana corporation.
	 4.	 	Dallas Printing Company, Inc., a Mississippi corporation.
	 5.	 	Carolina Cut Sheets, Inc., a West Virginia corporation.
	 6.	 	U.S. Tag & Ticket Company, Inc., a Maryland corporation.
	 7.	 	Donihe (Graphics Inc., a Tennessee corporation.
	 8.	 	Smith & Butterfield Co., Inc., an Indiana corporation.
	 9.	 	The Merten Company, an Ohio corporation.
	10.	 	Interform Corporation, a Pennsylvania corporation.
	11.	 	CHMP Leasing, Inc., a West Virginia corporation.
	12.	 	Blue Ridge Printing Co., Inc., a North Carolina corporation.
	13.	 	Rose City Press, a West Virginia corporation.
	14.	 	Capitol Business Equipment, Inc., a West Virginia corporation.
	15.	 	Thompson’s of Morgantown, Inc., a West Virginia corporation.
	16.	 	Independent Printing Service, Inc., an Indiana corporation.
	17.	 	Diez Business Machines, Inc., a Louisiana corporation.
	18.	 	Transdata Systems, Inc., a Louisiana corporation.



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EXHIBIT B

[Amended and Restated Subsidiaries Guaranty]



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AMENDED AND RESTATED SUBSIDIARIES GUARANTY



     THIS GUARANTY (the “Guaranty”) is made and entered into as of the 1st day
of April, 2002, by Interform Corporation, a Pennsylvania corporation, U.S. Tag
& Ticket Company, Inc., a Maryland corporation, Bourque Printing, Inc., a
Louisiana corporation, Smith & Butterfield Co., Inc., an Indiana corporation,
Dallas Printing Company, Inc., a Mississippi corporation, The Chapman Printing
Company, Inc., a West Virginia corporation, Stationers, Inc., a West Virginia
corporation, Donihe Graphics, Inc., a Tennessee corporation, Carolina Cut
Sheets, Inc., a West Virginia corporation, CHMP Leasing, Inc., a West Virginia
corporation, The Merten Company, an Ohio corporation, Blue Ridge Printing
Company, Inc., a North Carolina corporation, Rose City Press, a West Virginia
corporation, Capitol Business Equipment, Inc., a West Virginia corporation,
Thompson’s of Morgantown, Inc., a West Virginia corporation, Diez Business
Machines, Inc., a Louisiana corporation, Transdata Systems, Inc., a Louisiana
corporation, and Independent Printing Service, Inc. an Indiana corporation
(collectively, the “Guarantors”), in favor of NATIONAL CITY BANK, a national
banking association, with an address at 155 East Broad Street, Columbus, Ohio
43251 (“NCB”).


WTTNESSETH:


     WHEREAS, pursuant to the Revolving Credit Agreement, dated as of April 1,
1999 (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), between Champion Industries, Inc. (the “Borrower”) and
NCB, NCB has agreed to make one or more loans to the Borrower in an aggregate
amount not to exceed Ten Million and 00/100 Dollars ($ 10,00O,O00.00) upon the
terms and conditions set forth therein; and


     WHEREAS, the Borrower owns, directly or indirectly, all of the issued and
outstanding Capital Stock of each of the Guarantors; and


     WHEREAS, by that certain Subsidiaries Guaranty dated April 1, 1999, all of
the companies in which Borrower at that time owned all of the issued and
outstanding Capital Stock guaranteed Borrower’s obligations under the Credit
Agreement (the “Original Subsidiaries”); and


     WHEREAS, as of the date hereof, Borrower also owns all of the issued and
outstanding Capital Stock of Guarantors Diez Business Machines, Inc., Transdata
Systems, Inc., and Independent Printing Service, Inc., (the “New
Subsidiaries”); and


     WHEREAS, Bank has requested in connection with Amendment No. 2 to Credit
Agreement dated of even date herewith, that the Original Subsidiaries and the
New Subsidiaries execute this Amended and Restated Subsidiaries Guaranty for
the purpose of adding the New Subsidiaries as Guarantors of Borrower’s
obligations under the Credit Agreement; and


     WHEREAS, the proceeds of the loans made under the Credit Agreement have
been and will be used in part to enable the Borrower to make valuable transfers
to certain or all of the Guarantors in connection with the operation of their
respective businesses; and


     WHEREAS, as a condition precedent to the obligation of NCB to continue to
make the loans to the Borrower under the Credit Agreement pursuant to that
certain Amendment No. 2 to Credit Agreement, each of the Original Subsidiaries
and the New Subsidiaries hereby acknowledge and accept all of provisions of the


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Credit Agreement as thereby amended and further have agreed to execute and
deliver this Guaranty to and for the benefit of NCB.


     NOW, THEREFORE, to induce NCB to continue to extend credit pursuant to the
Credit Agreement, to induce NCB to make the revolving loans to the Borrower
under the Credit Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each of the
Guarantors hereby agrees with NCB as follows:


     1.     Defined Terms. Unless otherwise defined herein, terms which are defined
in the Credit Agreement and used herein are as defined therein.


     2.     Guaranty of Obligations. Each of the Guarantors hereby guaranties, and
becomes surety for, the prompt payment and performance by the Borrower when due
(whether at the stated maturity, by acceleration or otherwise), of the
Obligations of the Borrower under the Credit Agreement, including but not
limited to reasonable attorneys’ fees and expenses. If the Borrower defaults
under any such Obligations, the Guarantors will pay the amount due to NCB.


     3.     Nature of Guaranty; Waivers. This is a guaranty of payment and not of
collection and NCB shall not be required, as a condition of the liability of
any of the guarantors, to make any demand upon or to pursue any of its rights
against the Borrower, or to pursue any rights which may be available to it with
respect to any other person who may be liable for the payment of the
Obligations.


     This is an absolute, unconditional, irrevocable and continuing guaranty
and will remain in full force and effect until all of the Obligations have been
indefeasibly paid in full, and NCB has terminated this Guaranty. This Guaranty
will extend to and cover any and all amendments, extensions, supplements,
substitutions and renewals of the Obligations and any number of extensions of
time for payment thereof and will not be affected by any surrender, exchange,
acceptance, compromise or release by NCB of any other party, or any other
guaranty or any security held by it for any of the Obligations, by any delay or
omission of NCB in exercising any right or power with respect to any of the
Obligations or any guaranty or collateral held by it for any of the Obligations
or this Guaranty, by any failure of NCB to take any steps to perfect or
maintain its lien or security interest in or to preserve its rights to any
security or other collateral for any of the Obligations or any guaranty, or by
any irregularity, unenforceability or invalidity of any of the Obligations or
any part thereof or any security or other guaranty thereof. The obligations of
each of the Guarantors hereunder shall not be affected, modified or impaired by
any counterclaim, set-off, deduction or defense based upon any claim the
Guarantors, or any of them, may have against the Borrower or NCB, except
payment or performance of the Obligations.


     Each of the Guarantors hereby waives notice of acceptance of this
Guaranty, notice of extensions of credit to the Borrower from time to time,
notice of default, diligence, presentment, notice of dishonor, protest, demand
for payment, and any defense based upon a failure of NCB to comply with the
notice of requirements of the applicable version of Uniform Commercial Code.


     NCB at any time and from time to time, without notice to or the consent of
the Guarantors, and without impairing or releasing, discharging or modifying
the liabilities of any of the Guarantors hereunder, may (a) change the manner,
place or terms of payment or performance of or interest rates on, or change or
extend the time of payment or performance of, or other terms relating to any of
the


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Obligations; (b) renew, substitute, modify, amend or alter, or grant consents
or waivers relating to any of the Obligations, any other guaranties, or any
security for any Obligations or guaranties; (c) apply any and all payments by
whomever paid or however realized including any proceeds of any collateral, to
any Obligations of the Borrower in such order, manner and amount as NCB may
determine in its sole discretion; (d) deal with any other person with respect
to any Obligations in such manner as NCB deems appropriate in its sole
discretion; and/or (e) substitute, exchange or release any security or
guaranty.


     Irrespective of the taking or refraining from taking of any action
concerning the Obligations, the obligations of each of the Guarantors shall
remain in full force and effect and shall not be affected, impaired, discharged
or released in any manner. NCB in its sole discretion may determine the
reasonableness of the period which may elapse prior to the making of demand for
any payment upon the Borrower,


     4.     Repayments or Recovery from NCB. If any demand is made at any time upon
NCB for the repayment or recovery of any amount or amounts received by it in
payment or on account of any of the Obligations and if NCB repays all or any
part of such amount or amounts by reason of any judgment, decree or order of
any court or administrative body or by reason of any settlement or compromise
of any such demand, each of the Guarantors will be and remain liable hereunder
for the amount or amounts so repaid or recovered to the same extent as if such
amount or amounts had never been received originally by NCB . The provisions of
this paragraph will be and remain effective notwithstanding any contrary action
which may have been taken by any of the Guarantors in reliance upon such
payment, and any such contrary action so taken will be without prejudice to the
rights of NCB under this Guaranty and will be deemed to have been conditioned
upon such payment having become final and irrevocable.


     5.     Enforceability of Obligations. It is specifically understood that any
modification, limitation or discharge of the Obligations arising out of or by
virtue of any bankruptcy, reorganization or similar proceeding for relief of
debtors under federal or state law will not affect, modify, limit or discharge
the liability of the Guarantors in any manner whatsoever and this Guaranty will
remain and continue in full force and effect and will be enforceable against
each of the Guarantors to the same extent and with the same force and effect as
if any such proceeding had not been instituted. Each of the Guarantors waives
all rights and benefits which might accrue to it by reason of any such
proceeding and will be liable to the full extent hereunder, irrespective of any
modification, limitation or discharge of the liability of the Borrower that may
result from any such proceeding.


     6.     Events of Default. In the event of the occurrence of any of the
following events of default (each an “Event of Default”): (i) any Event of
Default as defined in the Credit Agreement; (ii) the failure by any Guarantor
to perform any of its obligations under this Guaranty; (iii) the falsity,
inaccuracy or material breach by any Guarantor of any written warranty,
representation or statement made or furnished to NCB by or on behalf of any
Guarantor; or (iv) the termination or attempted termination of this Guaranty;
then the Guarantors will, on the demand of NCB, immediately deposit with NCB in
U.S. dollars all amounts due or to become due under the Obligations. Such
amounts will be paid by the Guarantors to NCB without presentment, demand,
protest or notice of any kind, which are hereby expressly waived by each
Guarantor.


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     7.     Right of Set-Off. Upon the occurrence and during the continuance of any
Event of Default, the rights and remedies of NCB, after the occurrence of any
such Event of Default, will include but not be limited to the right of NCB at
any time after such occurrence, without notice, to set off against the
Obligations the amount of any or all deposits of any of the Guarantors with
NCB. In addition, upon any such occurrence, NCB, in its discretion may exercise
with respect to the collateral any one or more of the rights and remedies
provided a secured party under the applicable version of the Uniform Commercial
Code. The rights of NCB under this paragraph are in addition to other rights
and remedies which NCB may have. All rights and remedies hereunder and under
the documents evidencing the Obligations are cumulative and not alternative,
and NCB may proceed in any order against the Borrower, the Guarantors or any
other obligor of the Obligations.


     8.     Costs. To the extent that NCB incurs any costs or expenses in
protecting or enforcing its rights under the Obligations or this Guaranty,
including but not limited to reasonable attorneys’ fees and the costs and
expenses of litigation, such costs and expenses will be due on demand, will be
included in the Obligations and will bear interest from the incurring or
payment thereof at the Default Rate (as defined in the Credit Agreement).


     9.     Postponement of Subrogation. Until the Obligations are indefeasibly
paid in full, the Guarantor expressly postpones and subordinates in favor of
NCB any and all rights which the Guarantor may have to (a) assert any claim
against the Borrower based on subrogation rights with respect to payments made
under this Guaranty, and (b) any realization on any property of the Borrower,
including participation in any marshalling of assets of the Borrower.


     10.     Governing Law and Jurisdiction. This Guaranty has been delivered to
and accepted by and for the benefit of NCB and will be deemed to be made in
Franklin County, Ohio. THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND
LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF OHIO, EXCLUDING ITS CONFLICT OF LAWS RULES. Each of the Guarantors
hereby irrevocably consents to the exclusive jurisdiction of any state or
federal court for the county or judicial district in Franklin County, Ohio, and
consents that a service of process be sent by nationally recognized overnight
courier service directed to any Guarantor at the Guarantor’s address set forth
herein and service so made will be deemed to be completed on the business day
after deposit with such courier; provided that nothing contained in this
Guaranty will prevent NCB from bringing any action, enforcing any award or
judgment or exercising any rights against any Guarantor individually, against
any security or against any property of any Guarantor within any other county,
state or other foreign or domestic jurisdiction. NCB and each of the Guarantors
agree that the venue provided above is the is the most convenient forum for
both NCB and each of the Guarantor’s. Each of the Guarantors waives any
objection to venue and any objection based on a more convenient forum in any
action instituted under this Guaranty.


     11.     WAIVER OF JURY TRIAL. EACH OF THE GUARANTORS AND NCB IRREVOCABLY
WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, ANY DOCUMENTS
EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN
ANY OF SUCH DOCUMENTS. EACH OF THE GUARANTORS AND NCB ACKNOWLILDGE THAT THE
FOREGOING WAIVER IS KNOWING AND VOLUNTARY.


     12.     Notices. All notices, demands, requests, consents, approvals and other
communications required or permitted hereunder must be in writing and will be


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effective upon receipt if delivered personally to such party, or if sent by
facsimile transmission with confirmation of delivery, or by nationally
recognized overnight courier service, to the addresses for NCB (set forth
above) and the Guarantors (set forth on the attached Schedule 12 “Schedule of
Addresses for Notices to Guarantors”) or to such other address as one may give
to the other in writing for such purpose.


     13.     Preservation of Rights. No delay or omission on the part of NCB to
exercise any right or power arising hereunder will impair any such fight or
power or be considered a waiver of any such right or power or any acquiescence
therein, nor will the action or inaction of NCB impair any right or power
arising hereunder. The rights and remedies of NCB hereunder are cumulative and
not exclusive of any other rights or remedies which NCB may have under other
agreements, at law or in equity.


     14.     Illegality. In case any one or more of the provisions contained in
this Guaranty should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.


     15.     Changes in Writing. No modification, amendment or waiver of any
provision of this Guaranty nor consent to any departure by any of the
Guarantors therefrom, will in any event be effective unless the same is in
writing and signed by NCB, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. No notice to
or demand on any of the Guarantors in any case will entitle any Guarantor to
any other or further notice or demand in the same, similar or other
circumstance.


     16.     Entire Agreement. This Guaranty (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, between
the Guarantors and NCB with respect to the subject matter hereof.


     17.     Successors and Assigns. This Guaranty will he binding upon and inure
to the benefit of the Guarantors and NCB and their respective heirs, executors,
administrators, successors and assigns; provided, however, that no Guarantor
may assign this Guaranty in whole or in part without the prior written consent
of NCB, and NCH at any time may assign this Guaranty in whole or in part,


     18.     Interpretation. In this Guaranty, unless NCB and the Guarantors
otherwise agree in writing, the singular includes the plural and the plural the
singular, words importing any gender include the other genders; references to
statutes are to be construed as including all statutory provisions
consolidating, amending or replacing the statute referred to; the word “or”
shall he deemed to include “and/or”, the words “including”, “includes” and
“include” shall be deemed to he followed by the words “without limitation”; and
references to paragraphs, sections (or subdivisions of sections) or exhibits
are to those of this Guaranty unless otherwise indicated. Section headings in
this Guaranty are included for convenience of reference only and shall not
constitute a part of this Guaranty for any other purpose. The obligations of
the Guarantors hereunder are joint and several.


     19.     Indemnity. Each of the Guarantors agrees to indemnify NCB, its
directors, officers and employees, and each legal entity, if any, which
controls NCB (the “Indemnified Parties”) and to hold each Indemnified Party
harmless from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, all fees of counsel with whom any
Indemnified


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Party may consult and all expenses of litigation or preparation therefor) which
any Indemnified Party may incur or which may be asserted against any
Indemnified Party as a result of the execution of or performance under this
Guaranty; provided, however that the foregoing indemnity agreement shall not
apply to claims, damages, losses, liabilities and expenses solely attributable
to an Indemnified Party’s gross negligence or willful misconduct. The indemnity
agreement contained in this Section shall survive the termination of this
Guaranty. Any of the Guarantors may participate at its expense in the defense
of any such claim.




     20.     Warrant of Attorney. The undersigned Guarantors, and each of them,
hereby authorize any attorney at law to appear in any court of record in any
county in the State of Ohio, or elsewhere, where any of the Guarantors resides,
signed this Guaranty, or can be found, after the obligation evidenced hereby,
or any part thereof, becomes due and is unpaid, and to waive the issuance and
service of process and to confess judgment against any or all of the Guarantors
in favor of the holder of this Guaranty for the amount then appearing due,
together with interest, late charges and the costs of suit, including
collection costs and attorneys’ fees and the like as provided for in this
Guaranty, and thereupon to release all errors in said proceedings and judgments
and to waive all right of appeal and stay of execution; but no judgment or
judgments against less than all of the Guarantors shall be a bar to any
subsequent judgment against those Guarantors against whom judgment has not been
taken, this being a joint and several warrant of attorney to confess judgment.


Signature Pages to Follow


13






 


WITNESS the due execution hereof of this Amended and Restated Subsidiaries
Guaranty as a document under seal, as of the date first written above with the
intent to be legally bound hereby.


WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU D0 NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILI1RE ON H1S PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE.



	 	 	 
	ATTEST:	 	
INTERFORM CORPORATION
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry (SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer
	 
	ATTEST:	 	
U.S. TAG & TICKET COMPANY, INC.
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry(SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief

Financial Officer
	 
	ATTEST:	 	
THE CHAPMAN PRINTING COMPANY,INC.
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry(SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer



14






 



WITNESS the due execution hereof of this Amended and Restated Subsidiaries
Guaranty as a document under seal, as of the date first written above, with the
intent to be legally bound hereby.


WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE.



	 	 	 
	ATTEST:	 	
STATIONERS, INC.
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry (SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer
	 
	ATTEST:	 	
DONIHE GRAPHICS, INC.
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry(SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer
	 
	ATTEST:	 	
THE MERTEN COMPANY
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry(SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title Vice President& Chief Financial Officer.




15






 



WITNESS the due execution hereof of this Amended and Restated Subsidiaries
Guaranty as a document under seal, as of the date first written above, with the
intent to be legally bound hereby.


WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWERS OF A COURT CAN BE USED TO COLLLCT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE.



	 	 	 
	ATTEST:	 	
BOURQUE PRINTING, INC.
	 
	/s/Toney K. Adkins	 	
By: /s/ Todd R. Fry (SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer
	 
	ATTEST:	 	
SMITH & BUTTERFIELD CO., INC.
	 
	/s/Toney K. Adkins	 	
By: /s/ Todd R. Fry (SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer
	 
	ATTEST:	 	
DALLAS PRINTING COMPANY, INC.
	 
	/s/Toney K. Adkins	 	
By:/s/ Todd R. Fry(SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer



16






 



WITNESS the due execution hereof of this Amended and Restated Subsidiaries
Guaranty as a document under seal, as of the date first written above, with the
intent to be legally bound hereby.


WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARULESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTIIER CAUSE.



	 	 	 
	ATTEST:	 	
STATIONERS, INC.
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry (SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer
	 
	ATTEST:	 	
DONIHE GRAPHICS, INC.
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry(SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer
	 
	ATTEST:	 	
THE MERTEN COMPANY
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry (SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer



17






 



WITNESS the due execution hereof of this Amended and Restated Subsidiaries
Guaranty as a document under seal, as of the date first written above with the
intent to be legally bound hereby.


WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE.



	 	 	 
	ATTEST:	 	
CAROLINA CUT SHEETS. INC.
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry (SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer
	 
	ATTEST:	 	
CHMP LEASING, INC.
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry (SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer
	 
	ATTEST:	 	
BLUE RIDGE PRINTING COMPANY, INC.
	 
	/s/ Toney K. AdkinsBy:	 	
/s/ Todd R. Fry
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer



18






 



WITNESS the due execution hereof of this Amended and Restated Subsidiaries
Guaranty as a document under seal, as of the date first written above with the
intent to be legally bound hereby.


WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGEMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE.



	 	 	 
	ATTEST:	 	
ROSE CITY PRESS
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry (SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer
	 
	ATTEST:	 	
CAPITOL BUSINESS EQUIPMENT, INC.
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry (SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry (SEAL)
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer
	 
	ATTEST:	 	
THOMPSON’S OF MORGANTOWN, INC.
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry (SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer



19






 



WITNESS the due execution hereof of this Amended and Restated Subsidiaries
Guaranty as a document under seal, as of the date first written above with the
intent to be legally bound hereby.


WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE.



	 	 	 
	ATTEST:	 	
DIEZ BUSINESS MACHINES, INC.
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry (SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer
	 
	ATTEST:	 	
TRANSDATA SYSTEMS, INC,
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry (SEAL)
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer
	 
	ATTEST:	 	
INDEPENDENT PRINTING SERVICE, INC.
	 
	/s/ Toney K. Adkins	 	
By: /s/ Todd R. Fry
	 
	Print Name: Toney K. Adkins	 	
Print Name: Todd R. Fry
	 
	Title: VP of Administration	 	
Title: Vice President & Chief Financial Officer



20






 



Schedule 12



Schedule of Addresses for Notices to Guarantors



     All notices to any Guarantor shall be sent to the following address:



	 	c/o Champion Industries, Inc.

P.O. Box 2968

Kyle Industrial Park

Industrial Lane

Route 2

Huntington, West Virginia 25728

Attn: Todd R. Fry

Vice President & Chief Financial Officer

Telephone: (304) 528-2700

Facsimile:   (304) 528-2765




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