exv10w1






Exhibit 10.1




THIRD AMENDMENT


TO


FIRST AMENDED AND RESTATED CREDIT AGREEMENT



          This Third Amendment to the First Amended and Restated Credit Agreement (“Amendment”) is made
as of the 30th day of September, 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 1, Section 1.1 of the Credit Agreement, the Revolving Termination Date is changed
from January 31, 2012 to January 31, 2013.






	3.	 	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
as follows:




     (a) in Fiscal Year 2011 of not greater than a negative $600,000 as of September
30, 2011; and




     (b) in Fiscal Year 2012 of not greater than a negative $100,000 as of December
31, 2011, not less than a positive $150,000 as of March 31, 2012, not less



 









 






than a positive $400,000 as of June 30, 2012 and not less than a positive $650,000
as of September 30, 2012.”




	4.	 	The following is added as Article 14.





“ARTICLE 14


FUNDED DEBT/EBITDA





     In the event the Parent’s consolidated Funded Debt to EBITDA ratio, measured on a
trailing twelve month basis, exceeds 3.0 : 1.0 for two consecutive Fiscal Quarters
regardless of whether the consecutive Fiscal Quarters fall within the same Fiscal Year, the
Borrower shall grant to the Bank a first priority lien on its accounts receivables and
inventory and shall execute and deliver to the Bank a Commercial Security Agreement and
Financing Statement(s) to grant and perfect the same all in form and substance reasonably
acceptable to the Bank.”




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






	6.	 	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.






	7.	 	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.






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




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          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	 	 






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          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	 	 







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