exv10w1






Exhibit 10.1




SECOND AMENDMENT

TO

FIRST AMENDED AND RESTATED CREDIT AGREEMENT




     This Second Amendment to the First Amended and Restated Credit Agreement (“Amendment”) is made
as of the 30th day of June, 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 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 in fiscal year 2011 of not less than a negative $350,000 as of June 30, 2011,
not less than a negative $100,000 as of September 30, 2011 and not less than $0 as
of December 31, 2011.”




	3.	 	This Amendment is a modification only and not a novation.
	 
	4.	 	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.
	 
	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 Bank’s 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 Bank 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 	 
	 



	 	 	 	 	 
	 	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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