FIRST AMENDMENT TO REVOLVING
CREDIT AGREEMENT
THIS
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this
“First Amendment”), effective as of the 31st day of
October, 2004, by and between CHAMPION INDUSTRIES, INC ., a
West Virginia corporation, with offices at 2450 First Avenue,
Huntington, West Virginia 25703 (“Borrower”) and
UNITED BANK, INC ., a West Virginia state banking
corporation, with offices at 2889 Third Avenue, Huntington, West
Virginia 25702 (“UBI”).
WHEREAS
, Borrower and UBI executed and delivered on August 1, 2003, a
Revolving Credit Agreement (the “Agreement”);
and
WHEREAS
, Borrower and UBI desire to modify and amend Section 7.2.16 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 First Amendment to the Credit
Agreement, Section 7.2.16 of the Credit Agreement is hereby amended
and modified to and shall read as follows:
7.2.16 The Borrower shall not
at any time permit the Consolidated Tangible Net Worth to be less
than the sum of (i) 90% of $35,302,968 (i.e., $31,800,000), (ii) an
amount equal to 50% of the
Consolidated
Net Income and (iii) 100% of the proceeds of all stock issued by
the Borrower or any of its Subsidiaries.
2.
The execution and delivery of this First 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 therefor.
3.
All terms and conditions of the (i) Credit Agreement, (ii)
Revolving Credit Note and (iii) the Subsidiaries Guaranty and (iv)
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.
4.
Borrower and the Subsidiary Guarantors hereby reaffirm all of the
terms and provisions of (i) Credit Agreement, (ii) Revolving Credit
Note and (iii) the Subsidiaries Guaranty and (iv) 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.
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CHAMPION INDUSTRIES, INC.,
a West Virginia corporation
By: /s/ Todd R. Fry
_________________
Print Name:
Todd R. Fry
Title: Senior Vice President and Chief Financial
Officer
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UNITED BANK, INC., a West
Virginia
state banking corporation
By: /s/ Linda J. Pleasants
____________
Print Name:
Linda J. Pleasants
Title: Vice President
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WITNESS undersigned signatories to the
Subsidiaries Guaranty, herewith acknowledge and consent to the
First Amendment to Revolving Credit Agreement, effective as of the
31st day of October, 2004, with the intent to be legally bound
hereby.
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ATTEST:
/s/ Toney K. Adkins _________
(SEAL)
Print Name:
Toney K. Adkins
Title: President and Chief Operating Officer
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INTERFORM
CORPORATION
By: /s/ Todd R. Fry _________________
Print Name: Todd R. Fry
Title: Senior Vice President and
Chief Financial Officer
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ATTEST:
/s/ Toney K. Adkins _________
(SEAL)
Print Name:
Toney K. Adkins
Title: President and Chief Operating Officer
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U.S. TAG
& TICKET COMPANY, INC.
By: /s/ Todd R. Fry _________________
Print Name: Todd R. Fry
Title: Senior Vice President and
Chief Financial Officer
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ATTEST:
/s/ Toney K. Adkins _________
(SEAL)
Print Name:
Toney K. Adkins
Title: President and Chief Operating Officer
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THE CHAPMAN
PRINTING COMPANY, INC.
By: /s/ Todd R. Fry ___
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