FIRST AMENDMENT AND WAIVER AGREEMENT

 

                                                                 EXHIBIT 10.21

                     FIRST AMENDMENT AND WAIVER AGREEMENT

  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 May 2, 1996 ("Effective Date"):

  1.  RECITALS.

      1.1 On February 23, 1996 the Company, the Lenders and the Agent entered
into an 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 desires to sell 60,000 shares of Series A Convertible
Preferred Stock, issue 13,242 shares of Series B Preferred Stock and common
stock in exchange for outstanding debt and purchase new equipment to be used at
its Scottsburg, Indiana plant.

      1.3 In connection therewith the Company has requested that the Lenders
waive certain provisions of the Credit Agreement and amend the Credit
Agreement to permit the issuance and sale of such Stock and purchase of such 
Equipment, and the Lenders are willing to do so subject to and in accordance
with the terms of this First Amendment and Waiver Agreement (the "First
Amendment").

  2. WAIVERS. The following Sections of the Credit Agreement are hereby waived
as follows:

      2.1 Compliance with Section 10.1, "DEBT," of the Credit Agreement is
hereby waived for the remainder of Fiscal Year 1997 to the extent necessary to
permit the Company to finance up to $2,000,000 of the purchase price of new
equipment to be used in its Scottsburg, Indiana plant.

      2.2 Compliance with Section 10.3, "LIENS," of the Credit Agreement is
hereby waived for the remainder of Fiscal Year 1997 to permit purchase money
security interests granted to secure payment of equipment purchased in
accordance with the temporary waiver given in a accordance with Section 2.1,
above. 
      2.3 Compliance with Section 10.15, "CAPITAL EXPENDITURES," is hereby
waived for the remainder of Fiscal Year 1997 to permit expenditure of
capital to acquire the new equipment for use in the Scottsburg, Indiana plant,
provided that capital expenditures calculated in accordance with Section
10.15 shall in no event exceed $3,500,000 during Fiscal Year 1997.

3.      AMENDMENT.

        3.1     Section 10.12, "DIVIDENDS," of the Credit Agreement is hereby
amended to permit the Company to pay dividends on 60,000 shares of Series A
Convertible Preferred Stock issued pursuant to the Preferred Stock Purchase
Agreement dated May 2, 1996 between the Company and Label Venture Group LLC and
13,242 shares of Series B Convertible Preferred Stock issued pursuant to
Resolutions of the Board of Directors of the Company dated May 1, 1996
(without regard to any amendments thereof) at a rate per annum not to exceed
$4.25, subject to adjustment based upon stock splits, stock dividends or
combinations thereof so long as at the time of making or declaring such
dividends and after giving effect thereto no Default or Event of Default exists
under Section 11.1, "PAYMENT," of the Credit Agreement or any other Default or
Event of Default exists under the Credit Agreement and, after giving effect to
any applicable grace or cure period, the Agent has not elected to accelerate
and exercise the remedies granted the Lenders under the Credit Agreement.  Any
other issuance of preferred stock will continue to be subject to the
restrictions of Section 10.12, unaffected by the foregoing amendment.

        3.2     Debt (including capitalized lease obligations) incurred as a
result of financing the new equipment to be used in the Company's Scottsburg,
Indiana plant and capital expenditures to acquire such equipment will be
excluded in calculating the Cash Flow Coverage Ratio under Section 10.4 and the
Leverage Ratio under Section 10.6 of the Credit Agreement. Capital expenditures
related to the new equipment for use in the Scottsburg, Indiana plant will be
excluded in calculating Excess Cash Flow.

        4.      CONSENT.  In accordance with Section 10.10 of the Credit
Agreement, the Lenders hereby acknowledge that the conversion of Indebtedness,
evidenced by Subordinated Convertible Promissory Notes dated October 3, 1995
payable to John D. Littlehale, John C. Court, Lorrence T. Kellar, James Wiggins
and David H. Pease, Jr., into Series B Convertible Preferred Stock and
Indebtedness in the form of deferred compensation to John C. Court into common
stock of the Company, upon the terms set forth in the Resolutions of the Board
of Directors of the Company, dated May 1, 1996, is satisfactory to the Lenders.

        5.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.  To
induce the Lenders and the Agent to enter into this First Amendment, the
Company represents and warrants as follows:

                5.1     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 First Amendment and are true
and correct as of the date of the execution of this First Amendment.

                5.2     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.

                                    - 2 -

          5.3  The person executing this First 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 First Amendment on behalf of the
Company.
     
     6.  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 First 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 Letter of Credit.

     7.  CONDITIONS.  The Lenders' and Agent's obligations pursuant to this
First Amendment are subject to the following conditions:

          7.1  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 First Amendment and
all other documents executed in connection herewith.

          7.2  The representations and warranties of the Company in Section 5,
above, shall be true.

          7.3  The Company shall pay all expenses and attorneys fees incurred
by the Lender in connection with the preparation, execution and delivery of
this First Amendment and related documents.

     8.  GENERAL.

          8.1  The waivers set forth in Section 2, above, will relate only to
the specific matters covered by such Sections and will extend only for the
limited time period set forth therein. In no event will the Lenders and the
Agent be under any obligation to provide additional waivers or enter into any
amendments to the Credit Agreement with regard to those items or any other
provision of the Credit Agreement.

                                    - 3 -

        8.2     Except as expressly modified herein, the Credit Agreement, as
amended, is and remains in full force and effect.

        8.3     Except as specifically provided in Section 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, as amended,
or any agreement or instrument guaranteeing, securing or otherwise relating to
the Credit Agreement.

        8.4      This First Amendment will be binding upon and inure to the
benefit of the Company, the Lenders and the Agent and their successors and
assigns.

        8.5      All representations, warranties and covenants made by the
Company herein will survive the execution and delivery of this First Amendment.

        8.6     This First Amendment will in all respects be governed and
construed in accordance with the laws of the State of Ohio.

        8.7     This First 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:
                                          ---------------------------

                                       Print Name:
                                                   ------------------

                                       Title:
                                             ------------------------

                                     -4-

                                PNC BANK OHIO,
                                  NATIONAL ASSOCIATION,
                                  on its own behalf as Lender and as Agent

                                By:
                                   ----------------------------------
                                Print Name:     
                                           --------------------------
                                Title:          
                                      -------------------------------

                                STAR BANK,
                                  NATIONAL ASSOCIATION,
                                  as Lender

                                By:
                                   ----------------------------------
                                Print Name:     
                                           --------------------------
                                Title:          
                                      -------------------------------

                                     -5-

                         CERTIFICATE OF THE SECRETARY
                         ----------------------------

                                      OF
                                      --

                           MULTI-COLOR CORPORATION
                           -----------------------

     The undersigned, Secretary of Multi-Color Corporation ("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 Amended
         and Restated Credit, Reimbursement and Security Agreement ("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 February 23, 1996 to (i) amend and waive
         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 or any
         Vice President, or any one of them, be and they each hereby are,
         authorized to execute any and all documents to effect the same, which
         documents shall contain such terms, conditions, waivers, releases or
         other agreements as any one of such officers in his or her sole
         discretion deems appropriate.
        
     2.  The following is a complete and accurate list of the Officers of the
Corporation as of this date:

     President.......................... ______________________________

     Vice President..................... ______________________________

     Vice President..................... ______________________________

     Vice President..................... ______________________________
 
     Secretary.......................... ______________________________

     Chief Financial Officer............ ______________________________

                                              ______________________________
                                                   Secretary 

Basic Info X:

Name: FIRST AMENDMENT AND WAIVER AGREEMENT
Type: Waiver
Date: July 1, 1996
Company: MULTI COLOR Corp
State: Ohio

Other info:

Date:

  • July 15 , 1994
  • Fiscal Year 1997
  • May 2 , 1996
  • October 3 , 1995
  • May 1 , 1996
  • February 23 , 1996

Organization:

  • Convertible Preferred Stock
  • Company and Label Venture Group LLC
  • Subordinated Convertible Promissory Notes
  • John C. Court
  • Event of Default
  • Board of Directors of the Company
  • the State of Ohio
  • PNC BANK OHIO
  • Star Bank , National Association

Location:

  • Scottsburg
  • Indiana
  • Ohio

Money:

  • $ 2,000,000
  • $ 3,500,000
  • $ 4.25

Person:

  • John D. Littlehale
  • Lorrence T. Kellar
  • James Wiggins
  • David H. Pease