FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
FIFTH AMENDMENT
TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
This Fifth Amendment to the First Amended and Restated Credit Agreement (“Amendment”) is made as of the 24th day of June, 2013 by and between Tufco, L.P. (“Borrower”), Tufco Technologies, Inc. (“Parent”) and JPMorgan Chase Bank, N.A. (“Bank”).
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:
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Capitalized terms not defined herein shall have the meaning ascribed in the Credit Agreement. |
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In Article 1, Section 1.1 of the Credit Agreement the Revolving Termination Date is changed from June 30, 2013 to December 31, 2013. |
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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 during the period October 1, 2012 through September 30, 2013 of not less than $1,250,000.00.”
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In Article 11, Section 11.13 of the Credit Agreement entitled “Management Fees”is deleted. |
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This Amendment is a modification only and not a novation. |
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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. |
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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. |
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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.
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BORROWER AND PARENT: TUFCO, L.P. | ||
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By: Tufco LLC, its | ||
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Managing General Partner | ||
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By: Tufco Technologies, Inc. | ||
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Its Sole Managing Member | ||
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By: |
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/s/ Xxxxxxx X. Xxxxxxx |
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Xxxxxxx X. Xxxxxxx |
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Authorized Officer for the Managing Member |
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TUFCO TECHNOLOGIES, INC. | ||
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By: |
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/s/ Xxxxxxx X. Xxxxxxx |
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Xxxxxxx X. Xxxxxxx |
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Chief Financial Officer, Vice President and Secretary |
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BANK: JPMORGAN CHASE BANK, N.A., | ||
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By: |
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/s/ Xxxxxx X. Xxxxx |
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Authorized Signer:Xxxxxx X. Xxxxx |
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Printed Name:Xxxxxx X. Xxxxx |
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Title:Vice President/Authorized Signer |
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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: | ||
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TUFCO TECHNOLOGIES, INC. | ||
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By: |
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/s/ Xxxxxxx X. Xxxxxxx |
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Xxxxxxx X. Xxxxxxx |
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Chief Financial Officer, Vice President and Secretary |
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TUFCO LLC | ||
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By: |
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Tufco Technologies, Inc., |
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Its Sole Managing Member | ||
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By: |
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/s/ Xxxxxxx X. Xxxxxxx |
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Xxxxxxx X. Xxxxxxx |
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Authorized Officer of the Managing Member |
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HAMCO MANUFACTURING AND DISTRIBUTING LLC | ||||||
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By: |
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TUFCO, LP its Sole Managing Member | ||||
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By: |
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TUFCO LLC, its Managing General Partner | ||||
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By: |
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TUFCO TECHNOLOGIES, INC., its Sole Managing Member | ||||
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By: |
/s/ Xxxxxxx X. Xxxxxxx | |
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Xxxxxxx X. Xxxxxxx Chief Financial Officer, Vice President and Secretary |
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