<PAGE>   1
                                                                   Exhibit 10.30

                      FOURTH 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 November 17, 1999
("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
                  and by the Third Amendment to Credit Agreement dated as of
                  August 13, 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 provide a
                  non-revolving credit facility to be used to redeem outstanding
                  shares of the Company's preferred stock, and to amend certain
                  other provisions of the Credit Agreement, and the Lenders are
                  willing to do so subject to and in accordance with the terms
                  of this Fourth Amendment to Credit Agreement (this
                  "Agreement").

2.       AMENDMENTS.

         2.1      Section 1.1.2 of the Credit Agreement is hereby deleted in its
                  entirety and replaced with the following:

                  "1.1.2   "Advance" or "Advances" will mean Revolving Credit
                           Loans or Non-Revolving Credit Loans, as the case may
                           be."

         2.2      The following Section 1.1.7A is hereby added to the Credit
                  Agreement:

                  "1.1.7A  "Aggregate Outstanding Non-Revolving Credit" will
                           mean an amount equal to the sum of the aggregate
                           unpaid principal amount of all Non-Revolving Credit
                           Loans."

         2.3      Section 1.1.10 of the Credit Agreement is hereby deleted in
                  its entirety and replaced with the following:

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<PAGE>   2

                  "1.1.10   "Applicable Margin" will mean:

                           a.       As to any Base Rate Advance:

                            Leverage Ratio                     Applicable Margin
                            --------------                     -----------------
                   less than or equal to 2.0x                         0.00%
                   greater than 2.0x less than or equal to 2.5x       0.00%
                   greater than 2.5x less than or equal to 3.0x       0.00%
                   greater than 3.0x                                  0.25%

                           b.       As to any Eurodollar Rate Advance:

                            Leverage Ratio                     Applicable Margin
                            --------------                     -----------------
                   less than or equal to 2.0x                         1.50%
                   greater than 2.0x less than or equal to 2.5x       1.75%
                   greater than 2.5x less than or equal to 3.0x       2.00%
                   greater than 3.0x                                  2.25%

2.4      The following Section 1.1.10A is hereby added to the Credit Agreement:

                  "1.1.10A "Non-Revolving Applicable Margin" will mean:

                           a.       As to any Base Rate Advance:

                            Leverage Ratio                     Applicable Margin
                            --------------                     -----------------
                   less than or equal to 2.0x                         0.25%
                   greater than 2.0x less than or equal to 2.5x       0.25%
                   greater than 2.5x less than or equal to 3.0x       0.25%
                   greater than 3.0x                                  0.50%

                                       2

<PAGE>   3

                           b.       As to any Eurodollar Rate Advance:

                            Leverage Ratio                     Applicable Margin
                            --------------                     -----------------
                   less than or equal to 2.0x                         1.75%
                   greater than 2.0x less than or equal to 2.5x       2.00%
                   greater than 2.5x less than or equal to 3.0x       2.25%
                   greater than 3.0x                                  2.50%

         2.5      Section 1.1.34 of the Credit Agreement is hereby deleted in
                  its entirety and replaced with the following:

                  "1.1.34        "Credit Facilities" will mean the Revolving
                                 Credit Facility, the Non-Revolving Credit
                                 Facility and the Letter of Credit Facilities,
                                 as described in Section 2, below."

         2.6      The following Section 1.1.107A is hereby added to the Credit
                  Agreement:

                  "1.1.107A      "Non-Revolving Commitment" will mean, as to any
                                 Lender, the dollar amount set forth opposite
                                 its name on Exhibit A hereto under the heading
                                 Non-Revolving Commitment."

         2.7      The following Section 1.1.109A is hereby added to the Credit
                  Agreement:

                  "1.1.109A      "Non-Revolving Credit Facility" will mean the
                                 Credit Facility described in Section 2.2,
                                 below."

         2.8      The following Section 1.1.110A is hereby added to the Credit
                  Agreement:

                  "1.1.110A      "Non-Revolving Credit Loans" will mean the
                                 advances made pursuant to Section 2.2, below."

         2.9      The following Section 1.1.120A is hereby added to the Credit
                  Agreement:

                  "1.1.120A      "Non-Revolving Credit Notes" will mean the
                                 notes evidencing the Non-Revolving Credit
                                 Loans, and all amendments, extensions and
                                 renewals made thereto from time to time."

         2.10     The following Section 2.2 is hereby added to the Credit
                  Agreement:

                  "2.2   NON-REVOLVING CREDIT FACILITY.

                           2.2.1 Each Lender severally agrees to make, subject
                  to the terms and conditions herein set forth, Non-Revolving
                  Credit Loans to the Company on any Business Day during the
                  period from November 17,

                                       3

<PAGE>   4

                  1999 to December 1, 1999 upon the request of the Company in an
                  amount not to exceed $3,450,000 in the aggregate; PROVIDED
                  that:

                           a.       such Lender's Ratable Portion of the
                                    Aggregate Outstanding Non-Revolving Credit
                                    shall not exceed at any time such Lender's
                                    Non-Revolving Commitment; and

                           b.       no Default or Event of Default exists.

                           2.2.2 Within the above-described limits, the Company
                  may borrow and repay advances under this Section 2.2 but the
                  Non-Revolving Credit Facility is not a revolving credit
                  facility and amounts borrowed and repaid may not be
                  reborrowed. The Lenders will have no obligation to make any
                  advances under the Non-Revolving Credit Facility on or after
                  December 1, 1999 (the "Conversion Date"). On the Conversion
                  Date, the aggregate amount of all then-outstanding
                  Non-Revolving Credit Loans will be converted to a term loan
                  payable as provided in the Non-Revolving Credit Notes and in
                  this Third Restated Credit Agreement.

                           2.2.3 The Non-Revolving Credit Loans will be
                  evidenced by the Non-Revolving Credit Notes and will bear
                  interest and be payable in the manner set forth herein and
                  therein."

2.11     The following Section 2.3.2 is hereby added to the Credit Agreement:

                  "2.3.2 NON-REVOLVING BORROWINGS. Except as otherwise provided
                  herein, the Company will give the Agent a Notice of Borrowing
                  with respect to each Borrowing under the Non-Revolving Credit
                  Facility, not later than 11:00 a.m. (Cincinnati time) on (a)
                  the Business Day of the proposed Borrowing Date in the case of
                  a Borrowing consisting of Base Rate Advances and (b) two (2)
                  Business Days prior to the proposed Borrowing Date, in the
                  case of a Borrowing consisting of Eurodollar Rate Advances.
                  The Agent will give to each Lender prompt notice thereof by
                  telex, telecopier or cable. Each Notice of Borrowing shall be
                  by telecopier (or by telephonic notice confirmed in writing by
                  a Notice of Borrowing delivered no later than the close of
                  business on the day on which such telephonic notice is given),
                  specifying therein all matters required by such Notice,
                  including but not limited to the requested (i) Borrowing Date,
                  (ii) Credit Facility under which such Borrowing is to be made,
                  (iii) the amount and Type of Advances comprising such
                  Borrowing, (iv) aggregate amount of such Borrowing, and (v) in
                  the case of a Borrowing consisting of Eurodollar Rate
                  Advances, the initial Interest Period for each such Advance.
                  In the case of a proposed Borrowing comprised of Eurodollar
                  Rate Advances, the Agent shall promptly notify each Lender of
                  the applicable Eurodollar Rate. Each Non-Revolving Loan that
                  is a Base Rate Advance shall be in an aggregate principal
                  amount of $250,000 or in integral multiples of $50,000 in
                  excess thereof. Each Non-Revolving

                                       4

<PAGE>   5

                  Loan that is a Eurodollar Rate Advance shall be in an
                  aggregate principal amount of $500,000 or in integral
                  multiples of $100,000 in excess thereof. The Lenders will have
                  no obligation to make Eurodollar Rate Advances prior to the
                  Conversion Date. The Lenders will have no obligation to make
                  Eurodollar Rate Advances if thereafter there would be
                  outstanding under the Non-Revolving Credit Facility Eurodollar
                  Rate Advances with Interest Periods that end on more than two
                  (2) different dates. If the Company fails to specify an
                  Interest Period with respect to a Eurodollar Rate Advance, or
                  fails to specify the Type of any Advance, or fails to provide
                  any other information required by such Notice as to an
                  Advance, the Company shall be deemed to have selected a
                  Borrowing that is a Base Rate Advance. Each Lender shall,
                  before 1:00 p.m. (Cincinnati time) on the Borrowing Date, make
                  available for the account of its Applicable Lending Office to
                  the Agent at the Agent's Account, in same day funds, such
                  Lender's Ratable Portion of such Borrowing. After the Agent's
                  receipt of such funds and upon fulfillment of the applicable
                  conditions set forth in Section 7 hereof, the Agent will make
                  such funds available to the Company by crediting the Cash
                  Collateral Account."

2.12     The following Section 2.7.2 is hereby added to the Credit Agreement:

                  "2.7.2 INTEREST ON NON-REVOLVING CREDIT LOANS. Each
                  Non-Revolving Loan shall bear interest from the Borrowing Date
                  thereof on the principal amount thereof from time to time
                  outstanding until due and payable (whether at the stated
                  maturity, by acceleration or otherwise) as follows: (a) in the
                  case of a Base Rate Advance, at a fluctuating rate per annum
                  equal to the Base Rate as from time to time in effect plus the
                  Non-Revolving Applicable Margin and (b) in the case of a
                  Eurodollar Rate Advance, at a rate per annum equal to the
                  Eurodollar Rate for the Interest Period applicable to such
                  Eurodollar Rate Advance plus the Non-Revolving Applicable
                  Margin; PROVIDED that prior to the Conversion Date each
                  Non-Revolving Credit Loan shall bear interest at a fluctuating
                  rate per annum equal to the Base Rate plus the Non-Revolving
                  Applicable Margin. The Non-Revolving Applicable Margin will
                  change if the Company has maintained the specified Leverage
                  Ratio for the two immediately preceding Fiscal Quarters (for
                  example, if the Company has maintained the specified Leverage
                  Ratio for the Fiscal Quarter ending in December 1999 and for
                  the Fiscal Quarter ending in March 2000, the Non-Revolving
                  Applicable Margin will change). The Non-Revolving Applicable
                  Margin will be adjusted as of the first day of the month
                  following delivery of the quarterly financial statements
                  required hereunder based upon the Leverage Ratio determined by
                  the Agent pursuant to those financial statements; PROVIDED
                  that if the Company fails to deliver such financial statements
                  as and when required by this Third Restated Credit Agreement,
                  the Non-Revolving Applicable Margin will automatically be
                  increased to the highest rate permitted hereunder."



                                       5
<PAGE>   6

         2.13     The following Section 2.7.3 is hereby added to the Credit
                  Agreement:

                  "2.7.3 NON-REVOLVING CREDIT LOANS PAYMENT DATES. All accrued
                  interest on the Non-Revolving Credit Loans as of the
                  Conversion Date will be due and payable on the Conversion
                  Date. Following the Conversion Date, the principal of the
                  Non-Revolving Credit Loans will be due and payable in
                  quarterly installments each equal to the aggregate amount of
                  Non-Revolving Credit Loans on the Conversion Date divided by
                  twenty (20), commencing on December 31, 1999 and continuing on
                  the last day of each March, June, September and December
                  thereafter until September 30, 2004, at which time any
                  remaining outstanding principal will be due. Accrued interest
                  on the Non-Revolving Credit Loans will be due and payable on
                  the due date of each principal payment thereof."

         2.14     The table set forth in Section 2.13.2(b) (Commitment Fee) of
                  the Credit Agreement is hereby deleted and replaced with the
                  following:

                            Leverage Ratio                      Commitment Fee
                            --------------                      --------------
                   less than or equal to 2.0x                         0.125%
                   greater than 2.0x less than or equal to 2.5x       0.125%
                   greater than 2.5x less than or equal to 3.0x       0.250%
                   greater than 3.0x                                  0.250%

         2.15     The table set forth in Section 2.13.2(e) (Letter of Credit and
                  Standby Letter of Credit Fees) of the Credit Agreement is
                  hereby deleted and replaced with the following:

                        Leverage Ratio                   Letter of Credit Fees
                        --------------                   ---------------------
                   less than or equal to 2.0x                         1.00%
                   greater than 2.0x less than or equal to 2.5x       1.25%
                   greater than 2.5x less than or equal to 3.0x       1.50%
                   greater than 3.0x                                  1.75%

         2.16     The following Section 2.19.4 is hereby added to the Credit
                  Agreement:

                  "2.19.4 The proceeds of the Non-Revolving Credit Loans will be
                  used exclusively to redeem outstanding shares of the Company's
                  Series A and Series B preferred stock."

         2.17     Section 10.4 of the Credit Agreement is hereby deleted in its
                  entirety and replaced with the following:



                                       6
<PAGE>   7

                  "10.4 CASH FLOW COVERAGE RATIO. Permit the Cash Flow Coverage
                  Ratio to be less than 1.25x at the end of any Fiscal Quarter."

         2.18     Section 10.6 of the Credit Agreement is hereby deleted in its
                  entirety and replaced with the following:

                  "10.6 TOTAL LIABILITIES TO TANGIBLE NET WORTH. During the
                  following periods, permit the ratio of (i) total liabilities
                  less the Sinking Fund Account balance to (ii) Tangible Net
                  Worth to be greater than:

                 Total liabilities to        At the end of each month
                 --------------------        ------------------------
                  Tangible Net Worth            during the period
                  ------------------            -----------------

                        5.20x           November 30, 1999 through March 31, 2000
                        4.75x           April 1, 2000 and thereafter."

         2.19     Section 10.7 (Minimum Tangible Net Worth) of the Credit
                  Agreement is hereby deleted in its entirety.

         2.20     Exhibits A and E to the Credit Agreement are hereby deleted
                  and replaced with Exhibits A and E attached to this Agreement,
                  respectively.

3.       LENDERS' CONSENT TO REDEMPTIONS. Notwithstanding Section 10.11
         (Redemptions) of the Credit Agreement, each Lender hereby consents to
         the Company's redemption of its Series A and Series B preferred shares.

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.

         4.4      The Company and each of its Subsidiaries have reviewed the
                  areas within each of its businesses and operations that could
                  be adversely affected by, and have developed a detailed plan
                  and timeline to address in a timely manner, the risk that


                                       7
<PAGE>   8

                  certain computer applications used by the Company or any of
                  its Subsidiaries may be unable to recognize and perform
                  properly date sensitive functions involving dates prior to and
                  after December 31, 1999 (the "Year 2000 Problem"). To the
                  Company's knowledge, after due investigation, the Year 2000
                  Problem will not result in any material adverse change to the
                  Company or any of its Subsidiaries.

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 Agent shall have received, for the account of the Lenders,
                  a nonrefundable facility fee of $5,000.

         6.2      The Agent shall have been furnished copies, certified by the
                  Secretary of the Company, of resolutions of the Company's
                  Board of Directors authorizing the execution of this
                  Agreement, the Non-Revolving Credit Notes, and all other
                  documents executed in connection herewith.

         6.3      The Agent shall have received a favorable opinion of counsel
                  to the Company covering such matters as the Agent may require
                  and otherwise in form and substance satisfactory to the Agent
                  and its counsel.

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



                                       8
<PAGE>   9

         6.5      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      The Company acknowledges and agrees that the Company's
                  financial statements as of September 30, 1999 delivered to the
                  Agent show a Leverage Ratio of 2.97x, and that the Applicable
                  Margins and fees which are tied to the Leverage Ratio will be
                  adjusted accordingly effective as of December 1, 1999.

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

         7.3      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.

         7.4      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.

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

         7.6      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.

         7.7      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
                                            ------------------------------------

                                        9
<PAGE>   10

                                      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
                                            ------------------------------------


                                      COMERICA BANK,
                                        as Lender


                                      By:       /s/ Harold Dalton
                                         ---------------------------------------
                                      Print Name:   Harold Dalton
                                                 -------------------------------
                                      Title:     Vice President
                                            ------------------------------------



                                       10
<PAGE>   11



                                                                       EXHIBIT A

                   LIST OF LENDERS, ADDRESSES AND COMMITMENTS
                   ------------------------------------------

<TABLE>
<CAPTION>
A.       REVOLVING CREDIT FACILITY                                                             Revolving Commitment
         -------------------------                                                             --------------------
<S>                                                                                            <C>

         1.       PNC Bank, National Association                                                         $2,500,000
                  201 East Fifth Street, 3rd Floor
                  P.O. Box 1198
                  Cincinnati, Ohio  45201-1198
                  Attention:  Middle Market Banking
                  Telephone:  (513) 651-8613
                  Telecopy:  (513) 651-8952
                  ABA No.:  042000398

         2.       Comerica Bank                                                                          $2,500,000
                  Cincinnati Office
                  240 Halidonhill Lane
                  Cincinnati, Ohio  45238
                  Attention:  Harold Dalton
                  Telephone:  (513) 451-6824
                  Telecopy:  (513) 451-4484
                  ABA No.:  072000096

         Total Revolving Commitment                                                                      $5,000,000


B.       NON-REVOLVING CREDIT FACILITY                                                     Non-Revolving Commitment
         -----------------------------                                                     ------------------------

         1.       PNC Bank, National Association                                                         $1,725,000
                  201 East Fifth Street, 3rd Floor
                  P.O. Box 1198
                  Cincinnati, Ohio  45201-1198
                  Attention:  Middle Market Banking
                  Telephone:  (513) 651-8613
                  Telecopy:  (513) 651-8952
                  ABA No.:  042000398

         2.       Comerica Bank                                                                          $1,725,000
                  Cincinnati Office
                  240 Halidonhill Lane
                  Cincinnati, Ohio  45238
                  Attention:  Harold Dalton
                  Telephone:  (513) 451-6824
                  Telecopy:  (513) 451-4484
                  ABA No.:  072000096

         Total Non-Revolving Commitment                                                                  $3,450,000
</TABLE>



<PAGE>   12


                                                                       EXHIBIT E
                               NOTICE OF BORROWING
                               -------------------

PNC Bank, National Association,
as Agent for the Lenders parties
to the Credit Agreement
referred to below
201 East Fifth Street
Cincinnati, Ohio 45202
Attention:  Middle Market Banking                          _______________, 19__

Ladies and Gentlemen:

         The undersigned, an Authorized Employee of Multi-Color Corporation,
refers to the Third Amended and Restated Credit, Reimbursement and Security
Agreement dated June 22, 1998 (as amended from time to time, the "Credit
Agreement"), among the undersigned, the Lenders and PNC Bank, National
Association, as Agent for the Lenders, and hereby gives you notice, irrevocably,
pursuant to Section 2.3 of the Credit Agreement that the undersigned hereby
requests a Borrowing under the Credit Agreement, and in that connection sets
forth below the information relating to such Borrowing (the "Proposed
Borrowing") as required by Section 2.3 of the Credit Agreement:

1. The amount of the Proposed Borrowing under the [Revolving Credit Facility]
[Non-Revolving Credit Facility] is $______________.

2. The Business Day that is the proposed Borrowing Date is ____________, 19___.

3. The amount and Type of Advances comprising the Proposed Borrowing is as
follows:

                  $________________ Base Rate Advance

                  $________________ Eurodollar Rate Advance

4. The initial Interest Period for each [Eurodollar Rate Advance requested as
part of the Proposed Borrowing is _________ day[s] ending on ________________,
19____] [Base Rate Advance requested as part of the Proposed Borrowing is
______________ ending on _____________, 19____].

5. The Company represents and warrants to and agrees with the Agent and the
Lenders as follows:

         5.1 No Default or Event of Default exists under the Credit Agreement
and no event or condition has occurred which with the lapse of time or notice or
both will or could constitute a Default or Event of Default under the Credit
Agreement.

         5.2 The approval of this Borrowing by the Agent will not be deemed to
be a waiver of any default by the Company under the Credit Agreement.

         5.3 The proceeds of the proposed Borrowing will be used solely for the
purposes permitted by Section 2.19 of the Credit Agreement.

         5.4 All of the conditions specified in Sections 7.1 and 7.2 of the
Credit Agreement have been satisfied.


<PAGE>   13

         Capitalized terms used herein and not otherwise defined herein with
have the meanings given such terms in the Credit Agreement.

         Signed as of ________________________ by ___________________________
______________________________, an Authorized Employee of Multi-Color
Corporation.

                                       13