SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this
“Second Amendment”), effective as of the 1st day of July, 2005, by and
between CHAMPION
INDUSTRIES, INC., a West
Virginia corporation, with offices at 0000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx
Xxxxxxxx 00000 (“Borrower”) and UNITED
BANK, INC., a West
Virginia state banking corporation, with offices at 0000 Xxxxx Xxxxxx,
Xxxxxxxxxx, Xxxx Xxxxxxxx 00000 (“UBI”).
WHEREAS,
Borrower and UBI executed and delivered on August 1, 2003, a Revolving Credit
Agreement (the “Credit Agreement”); and
WHEREAS,
Borrower and UBI executed and delivered effective October 31, 2004, a First
Amendment to Revolving Credit Agreement (“First Amendment”); and
WHEREAS,
Borrower and UBI desire to modify and amend Section 1.1 of the Credit
Agreement.
NOW,
THEREFORE, in
consideration of the mutual and separate agreement, conditions, covenants and
warranties of the parties hereto, and further good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged.
Borrower
and UBI agree as follows:
1. As of the
effective date of this Second Amendment to the Credit Agreement, Section 1.1 of
the Credit Agreement is hereby amended and modified as to the meaning of
“Maturity or Maturity Date” to and shall read as follows:
“Maturity
or Maturity Date shall mean July 31, 2008.”
2. The
execution and delivery of this Second Amendment has been duly authorized by any
and all necessary action on the part of the Borrower and the Subsidiary
Guarantors, and no authorization, approval or consent by, or filing with any
governmental or public regulatory authority is necessary therefore.
3. All terms
and conditions of the (i) Credit Agreement, (ii) First Amendment, (iii)
Revolving Credit Note and (iv) the Subsidiaries Guaranty and (v) all other
documents relating to the transactions contemplated by the Credit Agreement are
and shall remain in full force and effect and shall be binding upon the parties
hereto, it being expressly understood that all such documents are herewith
modified and amended to recognize the new Maturity Date of the Credit
Agreement.
4. Borrower
and the Subsidiary Guarantors hereby reaffirm all of the terms and provisions of
(i) Credit Agreement, (ii) First Amendment, (iii) Revolving Credit Note and (iv)
the Subsidiaries Guaranty and (v) all other documents relating to the
transactions contemplated by the Credit Agreement.
IN
WITNESS WHEREOF, the
parties hereto, by their officers thereunto duly authorized, have executed this
First Amendment as of the day and year first above written.
CHAMPION
INDUSTRIES, INC.,
a West
Virginia corporation
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Senior Vice President and Chief Financial Officer
UNITED
BANK, INC., a West Virginia
state
banking corporation
By:
/s/ Xxxxx X.
Xxxxxxxxx
Print
Name: Xxxxx X. Xxxxxxxxx
Title:
Vice President
WITNESS
undersigned signatories to the Subsidiaries Guaranty, herewith acknowledge and
consent to the First Amendment to Revolving Credit Agreement, effective as of
the 1st day of July, 2005, with the intent to be legally bound
hereby.
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
INTERFORM
CORPORATION
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
U.S.
TAG & TICKET COMPANY, INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
THE
XXXXXXX PRINTING COMPANY, INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
WITNESS
undersigned signatories to the Subsidiaries Guaranty, herewith acknowledge and
consent to the First Amendment to Revolving Credit Agreement, effective as of
the 1st day of July, 2005, with the intent to be legally bound
hereby.
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
STATIONERS,
INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
DONIHE
GRAPHICS, INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
THE
XXXXXX COMPANY
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
WITNESS
undersigned signatories to the Subsidiaries Guaranty, herewith acknowledge and
consent to the First Amendment to Revolving Credit Agreement, effective as of
the 1st day of July, 2005, with the intent to be legally bound
hereby.
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
XXXXXXX
PRINTING, INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
XXXXX
& XXXXXXXXXXX CO., INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
DALLAS
PRINTING COMPANY, INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
WITNESS
undersigned signatories to the Subsidiaries Guaranty, herewith acknowledge and
consent to the First Amendment to Revolving Credit Agreement, effective as of
the 1st day of July, 2005, with the intent to be legally bound
hereby.
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
CAROLINA
CUT SHEETS, INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
CHMP
LEASING, INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
BLUE
RIDGE PRINTING COMPANY, INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
WITNESS
undersigned signatories to the Subsidiaries Guaranty, herewith acknowledge and
consent to the First Amendment to Revolving Credit Agreement, effective as of
the 1st day of July, 2005, with the intent to be legally bound
hereby.
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
ROSE
CITY PRESS
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
CAPITAL
BUSINESS EQUIPMENT, INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Assistant Secretary |
DIEZ
BUSINESS MACHINES, INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
WITNESS
undersigned signatories to the Subsidiaries Guaranty, herewith acknowledge and
consent to the First Amendment to Revolving Credit Agreement, effective as of
the 1st day of July, 2005, with the intent to be legally bound
hereby.
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
TRANSDATA
SYSTEMS, INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
INDEPENDENT
PRINTING SERVICE, INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
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ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
XXXXXXXX'X
OF MORGANTOWN, INC.
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Vice President and
Chief
Financial Officer |
ATTEST:
/s/ Xxxxx
X.
Xxxxxx
Print
Name: Xxxxx X. Xxxxxx
Title:
Vice President |
SYSCAN
CORPORATION
By:
/s/ Xxxx X.
Xxx
Print
Name: Xxxx X. Xxx
Title:
Secretary |