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EXHIBIT 10.26
SECOND 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 April 1, 1997 (the "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 (as amended by the First Amendment to Credit Agreement dated February
25, 1997, 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 desires to acquire, construct, install and
equip an economic development facility comprising an eight color Uteco
Rotogravure Printing Press, Program 1010, Model 80 and the costs of renovating,
rebuilding and installing a second eight color press, Press 404, in its printing
facility located in Scottsburg, Indiana and to construct an additional 30,000
square foot facility for manufacturing and warehousing purposes at such
facility.
1.3 In connection with the project described in Section 1.2,
above, the City of Scottsburg, Indiana has issued its Variable Rate Demand
Industrial Development Revenue Bonds, Series 1997 (Multi-Color Corporation
Project), in the principal amount of $3,000,000 (the "1997 Scottsburg Bonds")
under a Trust Indenture dated as of April 1, 1997 (the "1997 Scottsburg
Indenture") between the City of Scottsburg, Indiana, PNC Bank, Indiana, Inc. and
PNC Bank, Ohio, National Association, as Co-Trustee (together, the "Trustee").
1.4 In order to facilitate the issuance and sale of the 1997
Scottsburg Bonds and to enhance the marketability of the 1997 Scottsburg Bonds
and thereby achieve interest costs savings and other savings to the Company, the
Company has requested the Agent to issue an irrevocable letter of credit (the
"1997 Scottsburg Letter of Credit") to the Trustee, for the account of the
Company, authorizing the Trustee to make one or more draws on the Agent up to an
aggregate of $3,049,316 (the "1997 Scottsburg Letter of Credit Amount") as set
forth in the 1997 Scottsburg Letter of Credit.
1.5 The Company has requested that the Lenders amend the
Credit Agreement in connection with the issuance of the 1997 Scottsburg Letter
of Credit and the Lenders are willing to do so subject to and in accordance with
the terms of this Second Amendment to Credit Agreement (the "Amendment").
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2. AMENDMENTS. The Credit Agreement is hereby amended as follows:
2.1 The defined terms used in the foregoing Recitals are
deemed incorporated into the Credit Agreement and may be used in the Credit
Agreement with the meanings given such terms in the foregoing Recitals.
2.2 Section 1.1.16 of the Credit Agreement is hereby deleted
in its entirety and replaced with the following:
1.1.16 "Bond Counsel" will mean Xxxx, Xxxxxxxxxx &
Hollister as to the Boone Bonds and the Scottsburg Bonds and
Xxxx, Xxxxxxx & Xxxxxxxx, L.L.P. as to the Port Authority
Bonds and the 1997 Scottsburg Bonds.
2.3 Section 1.1.18 of the Credit Agreement is hereby deleted
in its entirety and replaced with the following:
1.1.18 "Bonds" will mean the Boone Bonds, Port
Authority Bonds, Scottsburg Bonds, Refunding Bonds, and 1997
Scottsburg Bonds collectively and individually as the context
requires.
2.4 Section 1.1.42 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
1.1.42 "Date of Issuance" will mean the respective
dates the Xxxxx Alternate Letter of Credit, the Port Authority
Alternate Letter of Credit, the Scottsburg Alternate Letter of
Credit, or the 1997 Scottsburg Letter of Credit were issued
and delivered to the Trustee, as the context requires.
2.5 Section 1.1.74 of the Credit Agreement is hereby deleted
in its entirety and replaced with the following:
1.1.74 "Indenture" will mean the Xxxxx Indenture, the
Scottsburg Indenture, the 1997 Scottsburg Indenture, the Port
Authority Indenture or, if the Port Authority Bonds are
refunded, the Trust Indenture between the Trustee and the Port
Authority of Cincinnati and Xxxxxxxx County securing the
Refunding Bonds, collectively and individually as the context
requires.
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2.6 Section 1.1.82 of the Credit Agreement is hereby deleted
in its entirety and replaced with the following:
1.1.82 "Letter of Credit" or "Letters of Credit" will
mean the Scottsburg Alternate Letter of Credit, the Port
Authority Alternate Letter of Credit, the Xxxxx Alternate
Letter of Credit, and the 1997 Scottsburg Letter of Credit
individually and collectively as the context requires.
2.7 Section 1. 1.83 of the Credit Agreement is hereby deleted
in its entirety and replaced with the following:
1.1.83 "Letter of Credit Amount" or Letter of Credit
Amounts" will mean the Xxxxx Alternate Letter of Credit
Amount, the Scottsburg Alternate Letter of Credit Amount, the
Port Authority Alternate Letter of Credit Amount, and the 1997
Scottsburg Letter of Credit Amount, as applicable.
2.8 Section 1.1.115 of the Credit Agreement is hereby deleted
in its entirety and replaced with the following:
1.1.115 "Remarketing Agent" will mean (i) with
respect to the Port Authority Bonds, Citicorp Investment Bank;
(ii) with respect to the Boone Bonds and the Scottsburg Bonds,
The Ohio Company; and (iii) with respect to the 1997
Scottsburg Bonds, PNC Capital Markets, Inc.
2.9 The following Section 2.10.4 is hereby added to the Credit
Agreement:
2.10.4 ISSUANCE OF 1997 SCOTTSBURG LETTER OF CREDIT.
The Company has requested the Agent, as agent and for the
account of the Lenders, to issue the 1997 Scottsburg Letter of
Credit to the Trustee. Subject to the conditions precedent
hereinafter set forth, the Agent has issued, and the Lenders
hereby confirm the authority of the Agent to issue, to the
Trustee pursuant to the request of the Company, the 1997
Scottsburg Letter of Credit in the 1997 Scottsburg Letter of
Credit Amount and substantially in the form attached hereto as
Exhibit V. The Interest Portion of the 1997 Scottsburg Letter
of Credit Amount has been established on the basis of sixty
(60) days' interest on the 1997 Scottsburg Bonds, at an
assumed maximum interest rate of 10% per annum. The 1997
Scottsburg Letter of Credit shall expire at 5:00 p.m. on July
31, 1998, subject to renewal as provided therein. The 1997
Scottsburg Letter of Credit is subject to prior automatic
termination as provided therein. The payment of all
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drawings honored under the 1997 Scottsburg Letter of Credit
will be made with the Agent's own funds. Draws under the 1997
Scottsburg Letter of Credit are not available to pay any
amounts due under any other Letter of Credit.
2.10 Section 2.10.6.2 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
2.10.6.2 REDUCTION. The Letter of Credit Amounts and
the respective Principal Portion and Interest Portion of the
Letters of Credit shall be automatically reduced as specified
in the applicable Letter of Credit. With respect to any
reductions of the Letter of Credit Amounts pursuant to the
terms of the Letters of Credit as a result of Bonds ceasing to
be Outstanding, the Agent shall have the right, at its option,
to require the Trustee to promptly surrender the respective
outstanding Letter of Credit to the Agent and to accept in
substitution therefor a substitute letter of credit in the
form of Exhibit J attached hereto if the Xxxxx Alternate
Letter of Credit, or Exhibit K if the Port Authority Alternate
Letter of Credit, or Exhibit I if the Scottsburg Alternate
Letter of Credit, or Exhibit V if the 1997 Scottsburg Letter
of Credit, dated the date of such substitution, for an amount
equal to the Letter of Credit Amount as so reduced, but
otherwise having terms identical to the then outstanding Xxxxx
Alternate Letter of Credit, the Port Authority Alternate
Letter of Credit, the Scottsburg Alternate Letter of Credit,
or the 1997 Scottsburg Letter of Credit, as the case may be.
2.11 Section 4 of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:
4. SINKING FUND. The Company will maintain depository
accounts with each of the Lenders (collectively, the "Sinking
Fund Accounts"). On the first Business Day of each Fiscal
Quarter the Company will continue to deposit $125,000 into
each Sinking Fund Account until the Termination Date.
Commencing with the Fiscal Quarter ending June 30, 1998, the
amount to be deposited into each Sinking Fund Account will
increase to $165,000 and the Company will deposit such amount
into each Sinking Fund Account on such date and on the first
Business Day of each Fiscal Quarter thereafter until the
Termination Date. In addition, all proceeds from the sale of
assets permitted in accordance with the terms of Section 9.25,
below, and payments received on the BKS Enterprises, Inc.
Promissory Note, will be deposited in to the Sinking Fund
Accounts. The funds deposited into the Sinking Fund Accounts
will be invested in Eligible Investments and, provided no
Default or Event of Default shall have
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occurred and be continuing, such funds and the interest
thereon will be used to redeem the Bonds upon mandatory or,
with the Lenders' prior written approval, optional,
redemption. Upon the Agent's request, the Company shall use
the funds in the Sinking Fund Accounts to redeem Bonds
pursuant to the optional redemption provisions thereof.
2.12 The following Section 7.4 is hereby added to the Credit
Agreement:
7.4 SCOTTSBURG FACILITY LIMITATION ON DISBURSEMENTS.
Notwithstanding anything to the contrary contained in the
Trust Indenture or Loan Agreement relating to the 1997
Scottsburg Bonds, or in any other document or instrument
relating to such Bonds, disbursements from the Construction
Fund (as such term is defined in the Trust Indenture relating
to the 1997 Scottsburg Bonds) will be limited to the cost of
(i) up to $150,000 of the Issuance Costs (as such term is
defined in the Trust Indenture relating to the 1997 Scottsburg
Bonds), (ii) an eight color Uteco Rotogravure Printing Press,
Program 1010, Model 80 and the costs of renovating, rebuilding
and installing a second eight color press, Press 404, in the
Company's printing facility located in Scottsburg, Indiana,
and (iii) all work, materials and labor incorporated into the
Company's Scottsburg, Indiana facility in connection with
constructing an additional 30,000 square foot facility for
manufacturing and warehousing purposes at such location (the
"Project") and materials stored on the real property where the
Project is located (collectively, "Hard Costs"), which Hard
Costs will be reasonably determined by the Agent. In its
discretion upon prior consultation with the Lenders, the Agent
may disburse funds for costs relating to the Project other
than Hard Costs. All costs for which disbursement is made will
be costs shown for such item in the approved budget for the
Project (the "Budget"), up to the amount shown in the Budget,
as verified by the Agent. No disbursements will be made for
fees, profit and overhead of the Company or any contractor.
The Agent will have no obligation to disburse amounts shown in
the Budget as a "contingency" except as the Agent may approve
from time to time; regardless of the percentage of completion
of the Project. No disbursements will be made if an Event of
Default has occurred.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF 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
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this Amendment and are true and correct as of the date of the execution of this
Amendment.
3.2 No Default or Event of Default (as such term is defined in
Section 11 of the Credit Agreement) 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.
3.4 If the Company elects to construct the proposed additional
30,000 square foot manufacturing and warehousing facility at its Scottsburg,
Indiana location, the Company will furnish to the Agent an endorsement to the
mortgagee's title insurance policy increasing the amount of such insurance
coverage to an amount reasonably acceptable to the Lenders and insuring that the
lien of the Open-End Mortgage, Assignment of Rents and Leases and Security
Agreement referred to in Section 5.7 of the Credit Agreement (Xxxxx County,
Indiana property) is a first and best lien on the real estate described therein,
subject only to exceptions acceptable to the Lenders, and insuring that there
has been no material adverse change in the state of title to such real estate.
3.5 If the Company elects to construct the proposed additional
30,000 square foot manufacturing and warehousing facility at its Scottsburg,
Indiana location, the Company will furnish to the Agent evidence of the
Company's maintenance of fire and casualty and builder's risk insurance coverage
on the improvements to be constructed on the Xxxxx County, Indiana property for
the full replacement value thereof with companies reasonably satisfactory to the
Agent, and all policies will name the Agent, for the benefit of the Lenders, as
lenders loss payee, additional insured, and mortgagee under the standard
mortgage endorsement.
4. CONDITIONS. The Lenders' and the Agent's obligations pursuant to
this Amendment are subject to the following conditions:
4.1 The Agent will 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 and all
other documents executed in connection herewith.
4.2 The representations and warranties of the Company in
Section 3, above, shall be true.
4.3 The Company will pay all expenses and attorneys fees
incurred by the Lenders in connection with the preparation, execution and
delivery of this Amendment and related documents.
5. GENERAL.
5.1 Except as expressly modified herein, the Credit Agreement
is and remains in full force and effect.
5.2 Nothing contained herein will be construed as waiving any
default or Event
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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.
5.3 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.
5.4 All representations, warranties and covenants made by the
Company herein will survive the execution and delivery of this Amendment.
5.5 This Amendment will in all respects be governed and
construed in accordance with the laws of the State of Ohio.
5.6 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.
Executed as of the Effective Date.
MULTI-COLOR CORPORATION,
as Company
By: \s\ XXXXXXX X. XXXXXXX
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Print Name: XXXXXXX X. XXXXXXX
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Title: VP/CFO
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PNC BANK, OHIO, NATIONAL ASSOCIATION,
on its own behalf as Lender, and as Agent
By: \s\ XXXXXX X. XXXXX
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Print Name: XXXXXX X. XXXXX
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Title: AVP
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STAR BANK, NATIONAL ASSOCIATION,
as Lender
By: \s\ XXXXXX X. XXXXXXX
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Print Name: XXXXXX X. XXXXXXX
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Title: SENIOR VICE PRESIDENT
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