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Exhibit 10.30
FOURTH AMENDMENT TO CREDIT AGREEMENT
MULTI-COLOR CORPORATION, an Ohio corporation (the "Company"), PNC BANK,
NATIONAL ASSOCIATION and COMERICA BANK (each individually a "Lender" and
collectively the "Lenders") and PNC BANK, NATIONAL ASSOCIATION, as agent for the
Lenders (the "Agent"), hereby agree as follows effective as of November 17, 1999
("Effective Date"):
1. RECITALS.
1.1 On June 22, 1998, the Company, the Lenders and the Agent
entered into a Third Amended and Restated Credit,
Reimbursement and Security Agreement, which amended and fully
restated a Credit, Reimbursement and Security Agreement dated
as of July 15, 1994 (as amended by the Amendment, Consent and
Waiver Agreement made effective as of April 20, 1999, by the
Second Amendment to Credit Agreement dated as of May 1, 1999
and by the Third Amendment to Credit Agreement dated as of
August 13, 1999, the "Credit Agreement"). Capitalized terms
used herein and not otherwise defined herein will have the
meanings given such terms in the Credit Agreement.
1.2 The Company has requested that the Lenders provide a
non-revolving credit facility to be used to redeem outstanding
shares of the Company's preferred stock, and to amend certain
other provisions of the Credit Agreement, and the Lenders are
willing to do so subject to and in accordance with the terms
of this Fourth Amendment to Credit Agreement (this
"Agreement").
2. AMENDMENTS.
2.1 Section 1.1.2 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
"1.1.2 "Advance" or "Advances" will mean Revolving Credit
Loans or Non-Revolving Credit Loans, as the case may
be."
2.2 The following Section 1.1.7A is hereby added to the Credit
Agreement:
"1.1.7A "Aggregate Outstanding Non-Revolving Credit" will
mean an amount equal to the sum of the aggregate
unpaid principal amount of all Non-Revolving Credit
Loans."
2.3 Section 1.1.10 of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:
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"1.1.10 "Applicable Margin" will mean:
a. As to any Base Rate Advance:
Leverage Ratio Applicable Margin
-------------- -----------------
less than or equal to 2.0x 0.00%
greater than 2.0x less than or equal to 2.5x 0.00%
greater than 2.5x less than or equal to 3.0x 0.00%
greater than 3.0x 0.25%
b. As to any Eurodollar Rate Advance:
Leverage Ratio Applicable Margin
-------------- -----------------
less than or equal to 2.0x 1.50%
greater than 2.0x less than or equal to 2.5x 1.75%
greater than 2.5x less than or equal to 3.0x 2.00%
greater than 3.0x 2.25%
2.4 The following Section 1.1.10A is hereby added to the Credit Agreement:
"1.1.10A "Non-Revolving Applicable Margin" will mean:
a. As to any Base Rate Advance:
Leverage Ratio Applicable Margin
-------------- -----------------
less than or equal to 2.0x 0.25%
greater than 2.0x less than or equal to 2.5x 0.25%
greater than 2.5x less than or equal to 3.0x 0.25%
greater than 3.0x 0.50%
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b. As to any Eurodollar Rate Advance:
Leverage Ratio Applicable Margin
-------------- -----------------
less than or equal to 2.0x 1.75%
greater than 2.0x less than or equal to 2.5x 2.00%
greater than 2.5x less than or equal to 3.0x 2.25%
greater than 3.0x 2.50%
2.5 Section 1.1.34 of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:
"1.1.34 "Credit Facilities" will mean the Revolving
Credit Facility, the Non-Revolving Credit
Facility and the Letter of Credit Facilities,
as described in Section 2, below."
2.6 The following Section 1.1.107A is hereby added to the Credit
Agreement:
"1.1.107A "Non-Revolving Commitment" will mean, as to any
Lender, the dollar amount set forth opposite
its name on Exhibit A hereto under the heading
Non-Revolving Commitment."
2.7 The following Section 1.1.109A is hereby added to the Credit
Agreement:
"1.1.109A "Non-Revolving Credit Facility" will mean the
Credit Facility described in Section 2.2,
below."
2.8 The following Section 1.1.110A is hereby added to the Credit
Agreement:
"1.1.110A "Non-Revolving Credit Loans" will mean the
advances made pursuant to Section 2.2, below."
2.9 The following Section 1.1.120A is hereby added to the Credit
Agreement:
"1.1.120A "Non-Revolving Credit Notes" will mean the
notes evidencing the Non-Revolving Credit
Loans, and all amendments, extensions and
renewals made thereto from time to time."
2.10 The following Section 2.2 is hereby added to the Credit
Agreement:
"2.2 NON-REVOLVING CREDIT FACILITY.
2.2.1 Each Lender severally agrees to make, subject
to the terms and conditions herein set forth, Non-Revolving
Credit Loans to the Company on any Business Day during the
period from November 17,
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1999 to December 1, 1999 upon the request of the Company in an
amount not to exceed $3,450,000 in the aggregate; PROVIDED
that:
a. such Lender's Ratable Portion of the
Aggregate Outstanding Non-Revolving Credit
shall not exceed at any time such Lender's
Non-Revolving Commitment; and
b. no Default or Event of Default exists.
2.2.2 Within the above-described limits, the Company
may borrow and repay advances under this Section 2.2 but the
Non-Revolving Credit Facility is not a revolving credit
facility and amounts borrowed and repaid may not be
reborrowed. The Lenders will have no obligation to make any
advances under the Non-Revolving Credit Facility on or after
December 1, 1999 (the "Conversion Date"). On the Conversion
Date, the aggregate amount of all then-outstanding
Non-Revolving Credit Loans will be converted to a term loan
payable as provided in the Non-Revolving Credit Notes and in
this Third Restated Credit Agreement.
2.2.3 The Non-Revolving Credit Loans will be
evidenced by the Non-Revolving Credit Notes and will bear
interest and be payable in the manner set forth herein and
therein."
2.11 The following Section 2.3.2 is hereby added to the Credit Agreement:
"2.3.2 NON-REVOLVING BORROWINGS. Except as otherwise provided
herein, the Company will give the Agent a Notice of Borrowing
with respect to each Borrowing under the Non-Revolving Credit
Facility, not later than 11:00 a.m. (Cincinnati time) on (a)
the Business Day of the proposed Borrowing Date in the case of
a Borrowing consisting of Base Rate Advances and (b) two (2)
Business Days prior to the proposed Borrowing Date, in the
case of a Borrowing consisting of Eurodollar Rate Advances.
The Agent will give to each Lender prompt notice thereof by
telex, telecopier or cable. Each Notice of Borrowing shall be
by telecopier (or by telephonic notice confirmed in writing by
a Notice of Borrowing delivered no later than the close of
business on the day on which such telephonic notice is given),
specifying therein all matters required by such Notice,
including but not limited to the requested (i) Borrowing Date,
(ii) Credit Facility under which such Borrowing is to be made,
(iii) the amount and Type of Advances comprising such
Borrowing, (iv) aggregate amount of such Borrowing, and (v) in
the case of a Borrowing consisting of Eurodollar Rate
Advances, the initial Interest Period for each such Advance.
In the case of a proposed Borrowing comprised of Eurodollar
Rate Advances, the Agent shall promptly notify each Lender of
the applicable Eurodollar Rate. Each Non-Revolving Loan that
is a Base Rate Advance shall be in an aggregate principal
amount of $250,000 or in integral multiples of $50,000 in
excess thereof. Each Non-Revolving
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Loan that is a Eurodollar Rate Advance shall be in an
aggregate principal amount of $500,000 or in integral
multiples of $100,000 in excess thereof. The Lenders will have
no obligation to make Eurodollar Rate Advances prior to the
Conversion Date. The Lenders will have no obligation to make
Eurodollar Rate Advances if thereafter there would be
outstanding under the Non-Revolving Credit Facility Eurodollar
Rate Advances with Interest Periods that end on more than two
(2) different dates. If the Company fails to specify an
Interest Period with respect to a Eurodollar Rate Advance, or
fails to specify the Type of any Advance, or fails to provide
any other information required by such Notice as to an
Advance, the Company shall be deemed to have selected a
Borrowing that is a Base Rate Advance. Each Lender shall,
before 1:00 p.m. (Cincinnati time) on the Borrowing Date, make
available for the account of its Applicable Lending Office to
the Agent at the Agent's Account, in same day funds, such
Lender's Ratable Portion of such Borrowing. After the Agent's
receipt of such funds and upon fulfillment of the applicable
conditions set forth in Section 7 hereof, the Agent will make
such funds available to the Company by crediting the Cash
Collateral Account."
2.12 The following Section 2.7.2 is hereby added to the Credit Agreement:
"2.7.2 INTEREST ON NON-REVOLVING CREDIT LOANS. Each
Non-Revolving Loan shall bear interest from the Borrowing Date
thereof on the principal amount thereof from time to time
outstanding until due and payable (whether at the stated
maturity, by acceleration or otherwise) as follows: (a) in the
case of a Base Rate Advance, at a fluctuating rate per annum
equal to the Base Rate as from time to time in effect plus the
Non-Revolving Applicable Margin and (b) in the case of a
Eurodollar Rate Advance, at a rate per annum equal to the
Eurodollar Rate for the Interest Period applicable to such
Eurodollar Rate Advance plus the Non-Revolving Applicable
Margin; PROVIDED that prior to the Conversion Date each
Non-Revolving Credit Loan shall bear interest at a fluctuating
rate per annum equal to the Base Rate plus the Non-Revolving
Applicable Margin. The Non-Revolving Applicable Margin will
change if the Company has maintained the specified Leverage
Ratio for the two immediately preceding Fiscal Quarters (for
example, if the Company has maintained the specified Leverage
Ratio for the Fiscal Quarter ending in December 1999 and for
the Fiscal Quarter ending in March 2000, the Non-Revolving
Applicable Margin will change). The Non-Revolving Applicable
Margin will be adjusted as of the first day of the month
following delivery of the quarterly financial statements
required hereunder based upon the Leverage Ratio determined by
the Agent pursuant to those financial statements; PROVIDED
that if the Company fails to deliver such financial statements
as and when required by this Third Restated Credit Agreement,
the Non-Revolving Applicable Margin will automatically be
increased to the highest rate permitted hereunder."
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2.13 The following Section 2.7.3 is hereby added to the Credit
Agreement:
"2.7.3 NON-REVOLVING CREDIT LOANS PAYMENT DATES. All accrued
interest on the Non-Revolving Credit Loans as of the
Conversion Date will be due and payable on the Conversion
Date. Following the Conversion Date, the principal of the
Non-Revolving Credit Loans will be due and payable in
quarterly installments each equal to the aggregate amount of
Non-Revolving Credit Loans on the Conversion Date divided by
twenty (20), commencing on December 31, 1999 and continuing on
the last day of each March, June, September and December
thereafter until September 30, 2004, at which time any
remaining outstanding principal will be due. Accrued interest
on the Non-Revolving Credit Loans will be due and payable on
the due date of each principal payment thereof."
2.14 The table set forth in Section 2.13.2(b) (Commitment Fee) of
the Credit Agreement is hereby deleted and replaced with the
following:
Leverage Ratio Commitment Fee
-------------- --------------
less than or equal to 2.0x 0.125%
greater than 2.0x less than or equal to 2.5x 0.125%
greater than 2.5x less than or equal to 3.0x 0.250%
greater than 3.0x 0.250%
2.15 The table set forth in Section 2.13.2(e) (Letter of Credit and
Standby Letter of Credit Fees) of the Credit Agreement is
hereby deleted and replaced with the following:
Leverage Ratio Letter of Credit Fees
-------------- ---------------------
less than or equal to 2.0x 1.00%
greater than 2.0x less than or equal to 2.5x 1.25%
greater than 2.5x less than or equal to 3.0x 1.50%
greater than 3.0x 1.75%
2.16 The following Section 2.19.4 is hereby added to the Credit
Agreement:
"2.19.4 The proceeds of the Non-Revolving Credit Loans will be
used exclusively to redeem outstanding shares of the Company's
Series A and Series B preferred stock."
2.17 Section 10.4 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
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"10.4 CASH FLOW COVERAGE RATIO. Permit the Cash Flow Coverage
Ratio to be less than 1.25x at the end of any Fiscal Quarter."
2.18 Section 10.6 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
"10.6 TOTAL LIABILITIES TO TANGIBLE NET WORTH. During the
following periods, permit the ratio of (i) total liabilities
less the Sinking Fund Account balance to (ii) Tangible Net
Worth to be greater than:
Total liabilities to At the end of each month
-------------------- ------------------------
Tangible Net Worth during the period
------------------ -----------------
5.20x November 30, 1999 through March 31, 2000
4.75x April 1, 2000 and thereafter."
2.19 Section 10.7 (Minimum Tangible Net Worth) of the Credit
Agreement is hereby deleted in its entirety.
2.20 Exhibits A and E to the Credit Agreement are hereby deleted
and replaced with Exhibits A and E attached to this Agreement,
respectively.
3. LENDERS' CONSENT TO REDEMPTIONS. Notwithstanding Section 10.11
(Redemptions) of the Credit Agreement, each Lender hereby consents to
the Company's redemption of its Series A and Series B preferred shares.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. To induce the
Lenders and the Agent to enter into this Agreement, the Company
represents, warrants and covenants as follows:
4.1 The representations and warranties of the Company contained in
Section 8 of the Credit Agreement are deemed to have been made
again on and as of the date of execution of this Agreement and
are true and correct as of the date of execution of this
Agreement.
4.2 No Event of Default (as such term is defined in Section 11 of
the Credit Agreement) or event or condition which with the
lapse of time or giving of notice or both would constitute an
Event of Default exists on the date hereof.
4.3 The person executing this Agreement is a duly elected and
acting officer of the Company and is duly authorized by the
Board of Directors of the Company to execute and deliver this
Agreement on behalf of the Company.
4.4 The Company and each of its Subsidiaries have reviewed the
areas within each of its businesses and operations that could
be adversely affected by, and have developed a detailed plan
and timeline to address in a timely manner, the risk that
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certain computer applications used by the Company or any of
its Subsidiaries may be unable to recognize and perform
properly date sensitive functions involving dates prior to and
after December 31, 1999 (the "Year 2000 Problem"). To the
Company's knowledge, after due investigation, the Year 2000
Problem will not result in any material adverse change to the
Company or any of its Subsidiaries.
5. CLAIMS AND RELEASE OF CLAIMS BY THE COMPANY. The Company represents and
warrants that the Company does not have any claims, counterclaims,
setoffs, actions or causes of actions, damages or liabilities of any
kind or nature whatsoever whether at law or in equity, in contract or
in tort, whether now accrued or hereafter maturing (collectively,
"Claims") against the Lenders or the Agent, their respective direct or
indirect parent corporations or any direct or indirect affiliates of
such parent corporation, or any of the foregoing's respective
directors, officers, employees, agents, attorneys and legal
representatives, or the successors or assigns of any of them
(collectively, "Lender Parties"), that directly or indirectly arise out
of, are based upon or are in any manner connected with any Prior
Related Event. As an inducement to the Lenders and the Agent to enter
into this Agreement, the Company on behalf of itself, and all of its
successors and assigns hereby knowingly and voluntarily releases and
discharges all Lender Parties from any and all Claims, whether known or
unknown, that directly or indirectly arise out of, are based upon or
are in any manner connected with any Prior Related Event. As used
herein, the term "Prior Related Event" means any transaction, event,
circumstance, action, failure to act, occurrence of any sort or type,
whether known or unknown, which occurred, existed, was taken, permitted
or begun at any time prior to the Effective Date or occurred, existed,
was taken, was permitted or begun in accordance with, pursuant to or by
virtue of any of the terms of the Credit Agreement or any documents
executed in connection with the Credit Agreement or which was related
to or connected in any manner, directly or indirectly, to any of the
Notes or Letters of Credit.
6. CONDITIONS. The Lenders' and Agent's obligations pursuant to this
Agreement are subject to the following conditions:
6.1 The Agent shall have received, for the account of the Lenders,
a nonrefundable facility fee of $5,000.
6.2 The Agent shall have been furnished copies, certified by the
Secretary of the Company, of resolutions of the Company's
Board of Directors authorizing the execution of this
Agreement, the Non-Revolving Credit Notes, and all other
documents executed in connection herewith.
6.3 The Agent shall have received a favorable opinion of counsel
to the Company covering such matters as the Agent may require
and otherwise in form and substance satisfactory to the Agent
and its counsel.
6.4 The representations and warranties of the Company in Section
4, above, shall be true.
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6.5 The Company shall pay all expenses and attorneys fees
reasonably incurred by the Lenders in connection with the
preparation, execution and delivery of this Agreement and the
related documents.
7. GENERAL.
7.1 The Company acknowledges and agrees that the Company's
financial statements as of September 30, 1999 delivered to the
Agent show a Leverage Ratio of 2.97x, and that the Applicable
Margins and fees which are tied to the Leverage Ratio will be
adjusted accordingly effective as of December 1, 1999.
7.2 Except as expressly modified herein, the Credit Agreement is
and remains in full force and effect.
7.3 Nothing contained herein will be construed as waiving any
Default or Event of Default under the Credit Agreement or will
affect or impair any right, power or remedy of the Lenders or
the Agent under or with respect to the Credit Agreement or any
agreement or instrument guaranteeing, securing or otherwise
relating to the Credit Agreement.
7.4 This Agreement will be binding upon and inure to the benefit
of the Company, the Lenders and the Agent and their respective
successors and assigns.
7.5 All representations, warranties and covenants made by the
Company herein will survive the execution and delivery of this
Agreement.
7.6 This Agreement may be executed in one or more counterparts,
each of which will be deemed an original and all of which
together will constitute one and the same instrument.
7.7 This Agreement will in all respects be governed and construed
in accordance with the laws of the State of Ohio.
Executed as of the Effective Date.
MULTI-COLOR CORPORATION,
as Company
By: /s/ Dawn H. Bertsche
---------------------------------------
Print Name: Dawn H. Bertsche
-------------------------------
Title: Vice President and CFO
------------------------------------
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PNC BANK, NATIONAL ASSOCIATION,
on its own behalf as Lender and as Agent
By: /s/ Warren F. Weber
---------------------------------------
Print Name: Warren F. Weber
-------------------------------
Title: Vice President
------------------------------------
COMERICA BANK,
as Lender
By: /s/ Harold Dalton
---------------------------------------
Print Name: Harold Dalton
-------------------------------
Title: Vice President
------------------------------------
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EXHIBIT A
LIST OF LENDERS, ADDRESSES AND COMMITMENTS
------------------------------------------
<TABLE>
<CAPTION>
A. REVOLVING CREDIT FACILITY Revolving Commitment
------------------------- --------------------
<S> <C>
1. PNC Bank, National Association $2,500,000
201 East Fifth Street, 3rd Floor
P.O. Box 1198
Cincinnati, Ohio 45201-1198
Attention: Middle Market Banking
Telephone: (513) 651-8613
Telecopy: (513) 651-8952
ABA No.: 042000398
2. Comerica Bank $2,500,000
Cincinnati Office
240 Halidonhill Lane
Cincinnati, Ohio 45238
Attention: Harold Dalton
Telephone: (513) 451-6824
Telecopy: (513) 451-4484
ABA No.: 072000096
Total Revolving Commitment $5,000,000
B. NON-REVOLVING CREDIT FACILITY Non-Revolving Commitment
----------------------------- ------------------------
1. PNC Bank, National Association $1,725,000
201 East Fifth Street, 3rd Floor
P.O. Box 1198
Cincinnati, Ohio 45201-1198
Attention: Middle Market Banking
Telephone: (513) 651-8613
Telecopy: (513) 651-8952
ABA No.: 042000398
2. Comerica Bank $1,725,000
Cincinnati Office
240 Halidonhill Lane
Cincinnati, Ohio 45238
Attention: Harold Dalton
Telephone: (513) 451-6824
Telecopy: (513) 451-4484
ABA No.: 072000096
Total Non-Revolving Commitment $3,450,000
</TABLE>
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EXHIBIT E
NOTICE OF BORROWING
-------------------
PNC Bank, National Association,
as Agent for the Lenders parties
to the Credit Agreement
referred to below
201 East Fifth Street
Cincinnati, Ohio 45202
Attention: Middle Market Banking _______________, 19__
Ladies and Gentlemen:
The undersigned, an Authorized Employee of Multi-Color Corporation,
refers to the Third Amended and Restated Credit, Reimbursement and Security
Agreement dated June 22, 1998 (as amended from time to time, the "Credit
Agreement"), among the undersigned, the Lenders and PNC Bank, National
Association, as Agent for the Lenders, and hereby gives you notice, irrevocably,
pursuant to Section 2.3 of the Credit Agreement that the undersigned hereby
requests a Borrowing under the Credit Agreement, and in that connection sets
forth below the information relating to such Borrowing (the "Proposed
Borrowing") as required by Section 2.3 of the Credit Agreement:
1. The amount of the Proposed Borrowing under the [Revolving Credit Facility]
[Non-Revolving Credit Facility] is $______________.
2. The Business Day that is the proposed Borrowing Date is ____________, 19___.
3. The amount and Type of Advances comprising the Proposed Borrowing is as
follows:
$________________ Base Rate Advance
$________________ Eurodollar Rate Advance
4. The initial Interest Period for each [Eurodollar Rate Advance requested as
part of the Proposed Borrowing is _________ day[s] ending on ________________,
19____] [Base Rate Advance requested as part of the Proposed Borrowing is
______________ ending on _____________, 19____].
5. The Company represents and warrants to and agrees with the Agent and the
Lenders as follows:
5.1 No Default or Event of Default exists under the Credit Agreement
and no event or condition has occurred which with the lapse of time or notice or
both will or could constitute a Default or Event of Default under the Credit
Agreement.
5.2 The approval of this Borrowing by the Agent will not be deemed to
be a waiver of any default by the Company under the Credit Agreement.
5.3 The proceeds of the proposed Borrowing will be used solely for the
purposes permitted by Section 2.19 of the Credit Agreement.
5.4 All of the conditions specified in Sections 7.1 and 7.2 of the
Credit Agreement have been satisfied.
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Capitalized terms used herein and not otherwise defined herein with
have the meanings given such terms in the Credit Agreement.
Signed as of ________________________ by ___________________________
______________________________, an Authorized Employee of Multi-Color
Corporation.
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