Exhibit 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
This Fourth Amendment (“Amendment”) is made as of the 18th day of March, 2008 by and between Tufco, L.P. (“Borrower”), Tufco Technologies, Inc. (“Parent”), Associated Bank, N.A., 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, 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. |
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| | 2. | | In Article 1, Section 1.1 of the Credit Agreement the Revolving Termination Date is changed from May 18, 2009 to May 18, 2010. |
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| | 3. | | This Amendment is a modification only and not a novation. |
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| | 4. | | Except for the above stated amendment, the Credit Agreement shall be and remain in full force and effect with the change herein deemed to be incorporated therein. This Amendment is to be considered attached to the Credit Agreement and made a part thereof. |
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| | 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 Banks’ part to grant other or future amendments, should any be requested. |
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| | 6. | | 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.
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| | BORROWER AND PARENT:
TUFCO, L.P.
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| | By: | Tufco LLC, its | |
| | Managing General Partner | |
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| | By: | Tufco Technologies, Inc. | |
| | Its Sole Managing Member | |
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| | By: | /s/ Michael B. Wheeler | |
| | Michael B. Wheeler | |
| | Authorized Officer for the Managing Member | |
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| | TUFCO TECHNOLOGIES, INC.
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| | By: | /s/ Michael B. Wheeler | |
| | Michael B. Wheeler | |
| | Chief Financial Officer, Vice President and Secretary | |
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| | AGENT:
JPMORGAN CHASE BANK, N.A., individually
as a Bank and as the Agent
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| | By: | /s/ Mark J. Fischer | |
| | Printed Name: Mark J. Fischer | |
| | Title: Vice President | | |
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| | BANK: ASSOCIATED BANK, N.A.
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| | By: | /s/ Daniel Holzhauer | |
| | Printed Name: Daniel Holzhauer | |
| | Title: Vice President | |
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| | BANK: U.S. BANK, NA
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| | By: | /s/ Paul Hultgren | |
| | Printed Name: Paul Hultgren | |
| | 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.
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| | GUARANTORS:
TUFCO TECHNOLOGIES, INC.
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| | By: | /s/ Michael B. Wheeler | |
| | Michael B. Wheeler | |
| | Chief Financial Officer, Vice President and Secretary | |
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| | TUFCO LLC
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| | By: | Tufco Technologies, Inc., | |
| | Its Sole Member | |
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| | By: | /s/ Michael B. Wheeler | |
| | Michael B. Wheeler | |
| | Authorized Officer of the Managing Member | |
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| | HAMCO MANUFACTURING AND DISTRIBUTING LLC
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| | By: | TUFCO, LP | |
| | | its Sole 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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