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Exhibit 10.29
THIRD 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 August 13, 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 and by
the Second Amendment to Credit Agreement dated as of May 1,
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 amend Section 10.12
(Dividends) of the Credit Agreement as provided herein and the
Lenders are willing to do so subject to and in accordance with
the terms of this Third Amendment to Credit Agreement (this
"Agreement").
2. AMENDMENT. Section 10.12 of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:
"10.12 DIVIDENDS. Declare or pay dividends of any kind on any
shares of capital stock now or hereafter outstanding or make
any other distribution of cash or property to its
shareholders, or authorize or set aside any funds or other
property for any such purpose; PROVIDED, HOWEVER, that so long
as the Company's Leverage Ratio is less than 3.5 to 1.0 the
Company may pay dividends on preferred stock up to an
aggregate amount of $325,000 in any Fiscal Year. In addition,
the Company may pay any accrued and unpaid dividends as of
June 30, 1999 in an amount not to exceed $335,000,
notwithstanding the foregoing $325,000 limitation. No dividend
may be paid if at the time of making or declaring such
dividend and after giving effect thereto any Default or Event
of Default exists and no dividend may be paid if a Default or
Event of Default has been waived by the Lenders, but not cured
by the Company."
3. 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:
3.1 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
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execution of this Agreement and are true and correct as of the
date of execution of this Agreement.
3.2 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.
3.3 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. 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.
5. CONDITIONS. The Lenders' and Agent's obligations pursuant to this
Agreement are subject to the following conditions:
5.1 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
and all other documents executed in connection herewith.
5.2 The representations and warranties of the Company in Section
3, above, shall be true.
5.3 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.
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6. GENERAL.
6.1 Except as expressly modified herein, the Credit Agreement is
and remains in full force and effect.
6.2 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.
6.3 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.
6.4 All representations, warranties and covenants made by the
Company herein will survive the execution and delivery of this
Agreement.
6.5 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.
6.6 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/ Francis D. Gerace
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Print Name: Francis D. Gerace
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Title: President
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PNC BANK, NATIONAL ASSOCIATION,
on its own behalf as Lender and as Agent
By: /s/ Warren F. Weber
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Print Name: Warren F. Weber
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Title: Vice President
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COMERICA BANK,
as Lender
By: /s/ Harold Dalton
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Print Name: Harold Dalton
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Title: Vice President
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CERTIFICATE OF THE SECRETARY
OF
MULTI-COLOR CORPORATION
The undersigned, Secretary of Multi-Color Corporation (the
"Corporation"), hereby certifies to PNC Bank, National Association, as Agent, as
follows:
1. The following Resolution was duly adopted and is a binding
resolution of the Corporation:
RESOLVED, that the Corporation enter into a Third Amendment to
Credit Agreement with respect to the Third Amended and Restated Credit,
Reimbursement and Security Agreement dated as of June 22, 1998 (as
amended, the "Credit Agreement") by and between the Corporation and PNC
Bank, National Association, as Agent and Lender, and Comerica Bank, as
Lender, and that the President, any Vice President or the Chief
Financial Officer be, and they each hereby are, authorized to execute
any and all documents to effect the same, which documents shall contain
such terms, conditions, releases and other agreements as any one of
such officers in his or her sole discretion deems appropriate.
FURTHER RESOLVED, that all documents or agreements heretofore
executed and acts or things heretofore done to effectuate the purposes
of these resolutions are hereby ratified, confirmed and approved in all
respects as the act or acts of the Corporation.
2. The following is a complete and accurate list of the officers of the
Corporation as of August 19, 1999:
President & CEO.................... Francis D. Gerace
Vice President Finance & CFO....... Dawn H. Bertsche
Vice President Corporate Sales &
Business Development.............. Steven G. Mulch
Vice President Sales & Marketing... John R. Voelker
Secretary.......................... Dawn H. Bertsche
/s/ Dawn H. Bertsche
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Dawn H. Bertsche, Secretary