exv10w1



 





EXHIBIT 10.1




FIRST AMENDMENT TO CREDIT AGREEMENT




     This First Amendment (“Amendment”) is made as of the 22nd 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	 	 






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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 Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael B. Wheeler	 	 
	 

	 	 	 	 	 	 
	 	 	Michael B. Wheeler	 	 
	 	 	Authorized Officer of the Managing Member	 	 







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