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EXHIBIT 10.25
FIRST AMENDMENT TO CREDIT AGREEMENT
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MULTI-COLOR CORPORATION, an Ohio corporation (the "Company"), PNC BANK,
OHIO, NATIONAL ASSOCIATION and STAR BANK, NATIONAL ASSOCIATION (each
individually a "Lender" and collectively the "Lenders") and PNC BANK, OHIO,
NATIONAL ASSOCIATION, as agent for the Lenders (the "Agent"), hereby agree as
follows effective as of February 25, 1997 ("Effective Date"):
1. RECITALS.
1.1 On January 9, 1997, the Company, the Lenders and the Agent
entered into a Second 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 and restated, 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 the
Credit Agreement as provided herein, and the Lenders are willing to do so
subject to and in accordance with the terms of this First Amendment to Credit
Agreement (this "Amendment").
2. AMENDMENT.
2.1 Section 1.1.2 of the Credit Agreement is hereby amended to
provide as follows:
"1.1.2 "Advance" or "Advances" will mean Revolving Credit
Loans or Non-Revolving Credit Loans, as the case may be."
2.2 Item (b) of Section 1.1.49 (definition of Eligible
Inventory) of the Credit Agreement is hereby amended to provide as follows: "(b)
any Inventory not in the actual possession of the Company or any Inventory in
the possession of a bailee, warehouseman, consignee, subcontractor or similar
third party; provided, however, that up to $500,000 of Inventory in the
possession of a consignee will be Eligible Inventory if the Company has
protected its interest in such consigned Inventory in accordance with applicable
law and to the Lenders' satisfaction, including but not limited to filing (and
continuing as and when required) UCC financing statements giving notice of the
consignment and giving written notice of the consignment to all secured parties
claiming a security interest in the consignee's inventory, in each case prior to
such consignee receiving any Inventory, and if the Lenders' security interest in
such Inventory remains a perfected first priority security interest,".
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2.3 Section 1.1.123 of the Credit Agreement is hereby amended
to provide as follows:
"1.1.123 "Revolving Credit Facility" or "Revolving Credit
Facilities" will mean the Credit Facilities described in Sections 2.1
and 2.2, below."
2.4 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 set forth herein and in the promissory
notes evidencing such loans, non-revolving credit loans ("Non-Revolving
Credit Loans") to the Company upon the Company's request in an amount
not to exceed $1,000,000 for each Lender and $2,000,000 in the
aggregate for all Lenders, provided that no Event of Default exists.
2.2.2 The Non-Revolving Credit Loans will be
evidenced by the Non-Revolving Credit Notes made by the Company to the
order of the Lenders and will bear interest and be payable in the
manner set forth herein and therein. The Non-Revolving Credit Loans
will bear interest at a rate per annum equal to the interest rate for
Revolving Credit Loans, as selected by the Company from time to time in
a Notice of Borrowing. The Company will pay to the Agent for the
account of the Lenders the outstanding principal of, and all accrued
and unpaid interest on, all Non-Revolving Credit Loans on August _____,
1997.
2.2.3 Each Non-Revolving Credit 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 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 Applicable Margin.
2.2.4 Accrued interest under the Non-Revolving Credit
Loans shall be payable (i) monthly on the first day of each month, (ii)
on the date any such Advance is converted or continued (if applicable)
or paid in full, (iii) on the maturity date thereof, and (iv) after
maturity, on demand.
2.2.5 The Company may borrow and repay Non-Revolving
Credit Loans subject to the terms, conditions and limits set forth
herein and in the Non- Revolving Credit Notes but amounts borrowed and
repaid may not be reborrowed. Each Lender is authorized to record in
its books and records the
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date and amount of each advance and payment under the Non-Revolving
Credit Loans, and other information related thereto, which books and
records will constitute PRIMA FACIE evidence of the accuracy of the
information so recorded; provided, however, that failure of any Lender
to record, or any error in recording, any such information will not
relieve the Company of any of its obligations under this Agreement, any
Note or any of the Security Documents.
2.2.6 The Non-Revolving Credit Loans are intended to
be temporary credit facilities until the new industrial revenue bonds
relating to the Company's Scottsburg, Indiana facility are issued."
2.5 Section 10.11 of the Credit Agreement is hereby amended to
provide as follows:
"10.11 REDEMPTIONS. Purchase, retire, redeem or otherwise
acquire for value, directly or indirectly, any shares of its capital
stock now or hereafter outstanding, or set aside any funds or other
property for any such purpose; PROVIDED, HOWEVER, that so long as no
Default or Event of Default has occurred and is continuing, the Company
may utilize up to $25,000 to redeem outstanding shares of its common
stock during the Fiscal Quarter ending March 31, 1997; and PROVIDED,
FURTHER, that after September 30, 1997 and so long as no Default or
Event of Default has occurred and is continuing, the Company may
utilize up to 25% of Excess Cash Flow for each Fiscal Quarter, but not
more than $25,000 for any Fiscal Quarter, to redeem outstanding shares
of its common stock."
2.6 Section 10.13 of the Credit Agreement is hereby amended to
provide as follows:
"10.13 INVESTMENTS, LOANS AND ADVANCES. Make or commit to make
any loan, extension of credit, advance or contribution of capital to
any Person, or purchase, acquire or hold any stock, equity interest,
other securities or evidences of indebtedness of, or make any
investment or purchase, acquire or hold any interest whatsoever in, any
other Person other than (a) loans, extensions of credit, advances or
contributions of capital to its Subsidiary, Laser Graphic Systems,
Incorporated, not to exceed $750,000 in the aggregate; (b) advances to
employees of the Company not to exceed $10,000 per employee or $100,000
in the aggregate when cumulated with all other such employee advances
to cover reasonable expenses of employees, such as travel expenses, or
to cover reasonable cash advances against employees' salaries; and (c)
short term investments of excess working capital invested in one or
more of the following: (i) investments (of one (1) year or less) in
direct or guaranteed obligations of the United States, or any agencies
thereof; and (ii) investments (of one (1) year or less) in certificates
of deposit of banks or trust companies organized under the laws of the
United States or any jurisdiction thereof, PROVIDED that such banks or
trust
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companies are insured by the Federal Deposit Insurance Corporation and
have capital in excess of $150,000,000."
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. To induce
the Lenders and the Agent to enter into this Amendment, the Company represents
and warrants 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 execution of this Amendment and are true and
correct as of the date of the execution of this Amendment.
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 Amendment 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 Amendment 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 Amendment, 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 the
Notes or Letters of Credit.
5. CONDITIONS. The Lenders' and Agent's obligations pursuant to this
Amendment are subject to the following conditions:
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5.1 The Agent shall have received for the account of the
Lenders an amendment fee of $2,000.
5.2 The Agent shall have been furnished copies, certified by
the Secretary or Assistant Secretary of the Company, of resolutions of the Board
of Directors of the Company authorizing the execution of this Amendment, the
Non-Revolving Credit Notes and all other documents executed in connection
herewith.
5.3 The representations and warranties of the Company in
Section 3, above, shall be true.
5.4 The Company shall pay all expenses and attorneys fees
incurred by the Lenders in connection with the preparation, execution and
delivery of this Amendment and related documents.
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 Amendment 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 Amendment.
6.5 This Amendment will in all respects be governed and
construed in accordance with the laws of the State of Ohio.
6.6 This Amendment 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.
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Executed as of the Effective Date.
MULTI-COLOR CORPORATION,
as Company
By:/s/ WILLIAM R. COCHRAN
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Print Name: William R. Cochran
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Title: VP/CEO
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PNC BANK, OHIO,
NATIONAL ASSOCIATION,
on its own behalf as Lender and as Agent
By:/s/ JOHN L. NOELLKE
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Print Name: John L. Noellke
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Title: Senior Vice President
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STAR BANK,
NATIONAL ASSOCIATION,
as Lender
By:/s/ ANDREW T. HAWKING
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Print Name: Andrew T. Hawking
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Title: Senior 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, Ohio, 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 an amendment to the
Second Amended and Restated Credit, Reimbursement and Security
Agreement (the "Credit Agreement") by and between the Corporation and
PNC Bank, Ohio, National Association, as Agent and Lender and Star
Bank, National Association, as Lender, dated January 9, 1997 to (i)
amend certain provisions of the Credit Agreement, and (ii) release any
claims the Corporation may have against the Lenders or the Agent and
certain other persons and/or entities, 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,
including but not limited to a First Amendment to Credit Agreement and
Non-Revolving Credit Notes, 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 it is in the Corporation's best
interests to guarantee all of the obligations of its wholly-owned
subsidiary, Laser Graphic Systems, Incorporated, to PNC Bank, Ohio,
National Association and Star Bank, National Association, and that the
President or any Vice President be, and they each hereby are,
authorized to execute any and all documents to effect the same,
including but not limited to a Guarantee containing such terms,
conditions and other agreements as any one of such officers in his or
her sole discretion deems appropriate, and that all documents or
agreements heretofore executed and acts or things heretofore done to
effectuate such guarantee 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 February _____, 1997:
President................................... John C. Court
Vice President.............................. John D. Littlehale
Secretary................................... John D. Littlehale
Chief Financial Officer..................... William R. Cochran
/s/ JOHN D. LITTLEHALE
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Secretary