Fifth Amendment to Credit Agreement among Multi-Color Corporation, PNC Bank, and Comerica Bank

Summary

This agreement amends the existing credit agreement between Multi-Color Corporation, PNC Bank, and Comerica Bank, effective March 31, 2000. It modifies the terms regarding the company's allowable capital expenditures and includes specific exclusions for certain leases and acquisitions. Comerica Bank consents to the renewal of a letter of credit. The company confirms its representations and releases any claims against the lenders related to prior events. The amendment is binding on all parties and does not waive any existing defaults under the original agreement.

EX-10.32 5 ex10-32.txt EXHIBIT 10.32 1 Exhibit 10.32 FIFTH 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 March 31, 2000 ("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, by the Third Amendment to Credit Agreement dated as of August 13, 1999 and by the Fourth Amendment to Credit Agreement dated as of November 17, 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 certain provisions of the Credit Agreement with respect to capital expenditures, and the Lenders are willing to do so subject to and in accordance with the terms of this Fifth Amendment to Credit Agreement (this "Agreement"). 2. AMENDMENT. Section 10.15 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: "10.15 CAPITAL EXPENDITURES. Make capital expenditures, including the capitalized value of any leases, which, when calculated in accordance with GAAP and added to all other capital expenditures of the Company, would exceed $2,600,000 during the Fiscal Year ending March 31, 2000 or $1,750,000 during any Fiscal Year thereafter. The following items will be excluded from the calculation of capital expenditures for the Fiscal Year ending March 31, 2000: (i) the lease with PNC Bank, National Association (or an Affiliate thereof) dated March 1999 in the approximate amount of $220,000; (ii) the acquisition of the "EB unit" for approximately $280,000; (iii) the acquisition of the oxidizer for approximately $584,000 and (iv) the capital lease in the approximate amount of $4,500,000 in connection with the sale-leaseback of the Company's Scottsburg, Indiana facility. Unexpended amounts from the prior Fiscal Year may not be carried forward to the next Fiscal Year." 3. CONSENT. Comerica Bank hereby consents to the renewal of the 1997 Scottsburg Letter of Credit pursuant to the terms thereof. 2 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. 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 representations and warranties of the Company in Section 4, above, shall be true. 2 3 6.2 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 Except as expressly modified herein, the Credit Agreement is and remains in full force and effect. 7.2 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. 7.3 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. 7.4 All representations, warranties and covenants made by the Company herein will survive the execution and delivery of this Agreement. 7.5 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. 7.6 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/ Dawn H. Bertsche ---------------------------------------- Print Name: Dawn H. Bertsche -------------------------------- Title: Vice President and CFO ------------------------------------- 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 ------------------------------------- 3 4 COMERICA BANK, as Lender By: /s/ Harold Dalton ---------------------------------------- Print Name: Harold Dalton -------------------------------- Title: Vice President ------------------------------------- 4