Champion Industries Inc. and Fifth Third Bank, as a Lender, L/C issuer and administrative agent for lenders and the other lenders party to the company's credit agreement dated September 14, 2007 (as previously supplemented and amended, the original credit agreement) have entered into a first amended and restated credit agreement dated October 19, 2012 and side letter agreement dated October 19, 2012 by and between each lender, the borrower, each guarantor and the shareholder regarding credit facilities extended to the borrower. The restated credit agreement and side letter agreement amended various provisions of the original credit agreement and added various provisions, including but not limited to: restated credit agreement maturity at June 30, 2013, subject to the company's compliance with terms of the restated credit agreement and side letter agreement; $0.001 per share warrants issued for up to 30% (on a post-exercise basis) of the outstanding common stock of the company in the form of non-voting Class B common stock and associated investor rights agreement for the benefits of the lenders, subject to shareholder approval; existing debt restructured into a $20,000,000 Term Loan A, $6,277,743.89 Term Loan B, $4,000,000 Bullet Loan and $9,025,496.00 Revolver Loan. A $10,000,000 revolving credit facility with a sublimit of up to $3,000,000 for swing loans.

Outstanding borrowings there under may not exceed the sum of (1) up to 85% of eligible receivables (reduced to 80% of eligible receivables effective December 30, 2012) plus (2) up to the lesser of $5,000,000 or 50% of eligible inventory; Targeted interest rates as follows based on a 30-day LIBOR borrowing option; Term Note A at LIBOR plus 8%, Term Note B at 0% (subject to a deferred fee of 16% per annum with various milestone dates reducing or forgiving such fees upon successful completion of such milestones.), revolving loans at LIBOR plus 6% and Bullet Loans A at a rate of LIBOR plus 8%; at Champion's option, interest at a LIBOR Rate plus the applicable margin; Post default increase in interest rates of 2%; amendment of various covenants as further described in the restated credit agreement.