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Exhibit 10.35
AMENDMENT TO CREDIT AGREEMENT
MULTI-COLOR CORPORATION, an Ohio corporation (the "Company"),
MCC-BATAVIA, LLC, an Ohio limited liability company ("MCC-Batavia"),
MCC-UNIFLEX, LLC, an Ohio limited liability company ("MCC-Uniflex" and together
with MCC-Batavia, the "Subsidiaries"), PNC BANK, NATIONAL ASSOCIATION and
KEYBANK NATIONAL ASSOCIATION (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 February 8, 2001 ("Effective
Date"):
1. RECITALS.
1.1 On June 6, 2000, the Company, the Subsidiaries, the Lenders
and the Agent entered into a Fourth 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 (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 and the Subsidiaries have requested that the
Lenders amend certain provisions of the Credit Agreement, and
the Lenders are willing to do so subject to and in accordance
with the terms of this Amendment to Credit Agreement (this
"Agreement").
2. AMENDMENTS.
2.1 Section 1.1.72 of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:
1.1.72 "Leverage Ratio" will mean the ratio of (i)
Indebtedness to (ii) Adjusted EBITDA, on a
consolidated basis for the Company and its
Subsidiaries, calculated as of the end of each Fiscal
Quarter for the immediately preceding four Fiscal
Quarters.
2.2 Section 1.1.113 (definition of Sinking Fund Account) of the
Credit Agreement is hereby deleted in its entirety.
2.3 Section 2.2A.1 of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:
2.2A.1 PNC Bank, National Association ("PNC Bank") hereby
agrees, on the terms and subject to the conditions
set forth herein and in the other Loan Documents and
the Swingline Documents, to make loans to the
Company, in Dollars, at any time and from time to
time during the period from and including the Closing
Date to but not including the Termination Date (each
such loan, a "Swingline Loan" and collectively, the
"Swingline Loans"); provided that
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(i) the aggregate principal amount of the Swingline
Loans outstanding at any one time shall not exceed
the Swingline Commitment, (ii) the aggregate amount
of Swingline Loans outstanding plus the aggregate
amount of Revolving Credit Loans outstanding plus the
stated amount of all Standby Letters of Credit shall
not exceed the Revolving Commitment and (iii)
Swingline Loans shall accrue interest at the interest
rate(s) set forth in the Swingline Documents. Prior
to the Termination Date, Swingline Loans may be
repaid and reborrowed by the Company in accordance
with the provisions of this Fourth Restated Credit
Agreement and the Swingline Documents.
2.4 The second sentence of Section 2.10.5.3a. of the Credit
Agreement is hereby deleted in its entirety and replaced with
the following: "During the period, if any, that Unremarketed
Tendered Bonds are held by the Agent, the Company will
continue to make all principal and interest payments on such
Bonds."
2.5 The reference to "Sinking Fund Account" in Section 2.13.4
(Charge to Accounts) of the Credit Agreement is hereby
deleted.
2.6 Section 4.1 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
4.1 COMPANY BOND REDEMPTION. The Company will redeem
outstanding Boone Bonds, 1997 Scottsburg Bonds and
Scottsburg Bonds (in such order as the Company and
the Agent may agree) in the aggregate principal
amount of $200,000 on each January 1, April 1, July 1
and October 1 during the term of this Fourth Restated
Credit Agreement, or in such other amounts or at such
other times as the Agent and the Company may agree
from time to time. Such redemptions will be
accomplished pursuant to the optional redemption
provisions contained in the Indenture. The Company
hereby authorizes any Lender to charge the Cash
Collateral Account (or any other account of the
Company at any Lender) to reimburse the Agent or any
Lender for any draws under any Letter of Credit in
connection with such redemptions.
2.7 Section 9.1 (Sinking Fund) of the Credit Agreement is hereby
deleted in its entirety.
2.8 Section 11.1 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
11.1 PAYMENT. The non-payment of (a) any principal amount
of any of the Advances, (b) any mandatory prepayment
pursuant to this Fourth Restated Credit Agreement,
(c) any amounts due under this Fourth Restated Credit
Agreement as reimbursement for a drawing
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under the Letters of Credit or Standby Letters of
Credit, Letter of Credit Fees, or interest on any
such drawing or Letter of Credit Fees, or (d) any
interest, fees or other amounts owing hereunder or
under any of the other Loan Documents within ten (10)
days of when the same is due; or
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMPANY AND SUBSIDIARIES.
To induce the Lenders and the Agent to enter into this Agreement, the
Company and the Subsidiaries each represents, warrants and covenants as
follows:
3.1 The representations and warranties of the Company and the
Subsidiaries 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.
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 on behalf of the Company
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.
3.4 The person executing this Agreement on behalf of MCC-Batavia
is a duly elected and acting officer or agent of MCC-Batavia
and is duly authorized by the Members of MCC-Batavia to
execute and deliver this Agreement on behalf of MCC-Batavia.
3.5 The person executing this Agreement on behalf of MCC-Uniflex
is a duly elected and acting officer or agent of MCC-Uniflex
and is duly authorized by the Members of MCC-Uniflex to
execute and deliver this Agreement on behalf of MCC-Uniflex.
4. CLAIMS AND RELEASE OF CLAIMS BY COMPANY AND SUBSIDIARIES. The Company
and each Subsidiary represents and warrants that neither the Company
nor any Subsidiary has 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 any
Lender 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 and
each Subsidiary 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
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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 representations and warranties of the Company and the
Subsidiaries in Section 3, above, shall be true.
5.2 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.
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 Subsidiaries, the Lenders and the Agent
and their respective successors and assigns.
6.4 All representations, warranties and covenants made by the
Company and the Subsidiaries 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.
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Executed as of the Effective Date.
MULTI-COLOR CORPORATION
By:
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Print Name:
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Title:
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MCC-BATAVIA, LLC
By:
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Print Name:
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Title:
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MCC-UNIFLEX, LLC
By:
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Print Name:
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Title:
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PNC BANK, NATIONAL ASSOCIATION,
on its own behalf as Lender and as Agent
By:
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Print Name:
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Title:
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KEYBANK NATIONAL ASSOCIATION
By:
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Print Name:
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Title:
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