THIRD AMENDMENT AND WAIVER AGREEMENT

 

                      THIRD 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 October 31, 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, as amended by that First Amendment and Waiver Agreement dated as of
May 2, 1996 and as further amended by that Second Amendment Agreement dated as
of August 21, 1996, which Amended and Restated Credit, Reimbursement and
Security Agreement 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 waive certain
provisions of the Credit Agreement and 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 Third Amendment and Waiver Agreement (the "Third Amendment").

         2. WAIVERS. The Lenders hereby waive any default or Event of Default
under Section 10.13 (Investments, Loans and Advances) and Section 10.16
(Acquisitions) of the Credit Agreement caused by the joint venture by the
Company with Think Laboratories Co, LTD via the formation of Laser Graphic
Systems, Incorporated ("Laser Graphics"), of which the Company is to be an 80%
shareholder. Notwithstanding the foregoing, such waivers will not be deemed to
be a consent or waiver by Lenders to any capital contribution, loan or transfer
of assets by the Company to Laser Graphics other than the payment by the Company
of an amount not in excess of $2000 for its subscription for the stock of Laser
Graphics.

         3.       AMENDMENT.

                  3.1      Section 10.2 of the Credit Agreement is amended to
                           provide as follows:

                           10.2 LEASES. Enter into or permit to remain in effect
                           any rental or lease agreement for real or personal
                           property whose term (including renewal options)
                           exceeds five (5) years or if aggregate annual rental
                           payments under all lease agreements for real and
                           personal property on an annual basis would exceed
                           $600,000. Rental or lease agreements with a term in
                           excess of 5 years entered into prior to October 31,
                           1996 will not be deemed to cause a violation of this
                           covenant with respect to limits on the
                           term of leases but will be counted in computing the
                           annual payment limit of this covenant.

         4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. To induce
the Lenders and the Agent to enter into this Third Amendment, the Company
represents and warrants 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 Third Amendment and are true
and correct as of the date of the execution of this Third Amendment.

                  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 Third 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 Third Amendment 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 Third 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.

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

                  6.1 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 Third Amendment
and all other documents executed in connection herewith.

                                      - 2 -

                  6.2  The representations and warranties of the Company in
Section 4, above, shall be true.

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

         7.       GENERAL.

                  7.1 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.

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

                  7.3 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.

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

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

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

                  7.7 This Third 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:_____________________

                                      -3-

                                      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:____________________________________

                                      - 4 -

                          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, as amended, 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: THIRD AMENDMENT AND WAIVER AGREEMENT
Type: Waiver
Date: Feb. 10, 1997
Company: MULTI COLOR Corp
State: Ohio

Other info:

Date:

  • May 2 , 1996
  • August 21 , 1996
  • July 15 , 1994
  • October 31 , 1996
  • February 23 , 1996

Organization:

  • First Amendment and Waiver Agreement
  • Second Amendment Agreement
  • Think Laboratories Co
  • Event of Default
  • Board of Directors of the Company
  • the State of Ohio
  • Star Bank , National Association

Location:

  • Ohio

Money:

  • $ 2000
  • $ 600,000

Percent:

  • 80 %