Common use of Governing Law and Jurisdiction; Waiver of Jury Trial Clause in Contracts

Governing Law and Jurisdiction; Waiver of Jury Trial. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A NOTE (BY ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Governing Law and Jurisdiction; Waiver of Jury Trial. THIS INDENTURE CREDIT AGREEMENT WILL BE INTERPRETED AND THE NOTES SHALL BE GOVERNED BY RIGHTS AND CONSTRUED LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED OHIO. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO CONTRACTS MADE AND PERFORMED WITHIN THIS CREDIT AGREEMENT OR THE OBLIGATIONS MAY BE BROUGHT IN ANY COURT(S) OF THE STATE OF NEW YORKOHIO, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF OHIO, AND THE COMPANY HEREBY ACCEPTS, GENERALLY, IRREVOCABLY AND UNCONDITIONALLY, THE JURISDICTION OF ANY SUCH COURT AND CONSENTS THAT ANY SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL DIRECTED TO THE COMPANY AT THE ADDRESS SET FORTH HEREIN FOR NOTICES AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME HAS BEEN DEPOSITED IN U.S. MAILS, POSTAGE PREPAID. THE COMPANY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY SUCH JURISDICTION. NOTHING HEREIN CONTAINED SHALL AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS, ENFORCE ANY JUDGMENT OR OTHERWISE PROCEED AGAINST THE COMPANY, ANY SECURITY OR ANY PROPERTY OF THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A NOTE (BY ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE TRUSTEE HEREBY LENDERS EACH UNCONDITIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURECREDIT AGREEMENT, THE NOTES OTHER LOAN DOCUMENTS OR THE ANY TRANSACTION CONTEMPLATED HEREBY.IN ANY OF SUCH AGREEMENTS. [signature page follows] Signed at Cincinnati, Ohio, effective as of July 12, 2002. MULTI-COLOR CORPORATION Address for Notices: Multi-Color Corporation 000 Xxxxxx Xxxxxx, Xxxxx 0000 By: /s/ Xxxx X. Xxxxxxxx Xxxxxxxxxx, Xxxx 00000 -------------------------------- Attn: Vice President - Finance Print Name: Xxxx X. Xxxxxxxx ------------------------ Title: Vice President - Finance ----------------------------- LASER GRAPHIC SYSTEMS, INCORPORATED Address for Notices: Laser Graphic Systems, Incorporated 000 Xxxxxx Xxxxxx, Xxxxx 0000 By: /s/ Xxxx X. Xxxxxxxx Xxxxxxxxxx, Xxxx 00000 -------------------------------- Attn: Vice President - Finance Print Name: Xxxx X. Xxxxxxxx ------------------------ Title: Secretary ----------------------------- MCC-BATAVIA, LLC Address for Notices: MCC-Batavia, LLC 000 Xxxxxx Xxxxxx, Xxxxx 0000 By: /s/ Xxxx X. Xxxxxxxx Xxxxxxxxxx, Xxxx 00000 -------------------------------- Attn: Vice President - Finance Print Name: Xxxx X. Xxxxxxxx ------------------------ Title: Secretary ----------------------------- MCC-UNIFLEX, LLC Address for Notices: MCC-Uniflex, LLC 000 Xxxxxx Xxxxxx, Xxxxx 0000 By: /s/ Xxxx X. Xxxxxxxx Xxxxxxxxxx, Xxxx 00000 -------------------------------- Attn: Vice President - Finance Print Name: Xxxx X. Xxxxxxxx ------------------------ Title: Secretary ----------------------------- MCC-XXXX, LLC Address for Notices: MCC-Xxxx, LLC 000 Xxxxxx Xxxxxx, Xxxxx 0000 By: /s/ Xxxx X. Xxxxxxxx Xxxxxxxxxx, Xxxx 00000 -------------------------------- Attn: Vice President - Finance Print Name: /s/ Xxxx X. Xxxxxxxx ------------------------ Title: Secretary ----------------------------- MCC-QUICK PAK, LLC Address for Notices: MCC-Quick Pak, LLC 000 Xxxxxx Xxxxxx, Xxxxx 0000 By: /s/ Xxxx X. Xxxxxxxx Xxxxxxxxxx, Xxxx 00000 -------------------------------- Attn: Vice President - Finance Print Name: Xxxx X. Xxxxxxxx ------------------------ Title: Secretary ----------------------------- PNC BANK, NATIONAL ASSOCIATION, on its own behalf as a Address for Notices: Lender and as Agent PNC Bank, National Association 000 Xxxx Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxxxxxx, Xxxx 00000 -------------------------------- Attn: Corporate Banking Print Name: Xxxxxx X. Xxxxxxxx ------------------------ Title: Senior Vice President ----------------------------- KEYBANK NATIONAL ASSOCIATION, Address for Notices: as a Lender KeyBank National Association 000 Xxxx Xxxxxx, 0xx Xxxxx By: /s/ Xxxxx X. Fender Xxxxxxxxxx, Xxxx 00000 -------------------------------- Attn: Corporate Banking Print Name: Xxxxx X. Fender ------------------------ Title: Senior Vice President ----------------------------- LASALLE BANK NATIONAL Address for Notices: ASSOCIATION, as a Lender LaSalle Bank N.A. 000 Xxxxxx Xxxxxx, Xxxxx 0000 By: /s/ Xxxxxx Xxxxx Xxxxxxxxxx, Xxxx 00000 -------------------------------- Attn: Corporate Banking Print Name: Xxxxxx Xxxxx ------------------------ Title: Officer ----------------------------- XXXXXX TRUST AND SAVINGS BANK, Address for Notices: as a Lender Xxxxxx Trust and Savings Bank 000 Xxxx Xxxxxx Xxxxxx By: /s/ Xxxx X. Xxxxxx Xxxxxxx, Xxxxxxxx 00000 -------------------------------- Attn: Corporate Banking Print Name: Xxxx X. Xxxxxx ------------------------ Title: Vice President -----------------------------

Governing Law and Jurisdiction; Waiver of Jury Trial. THIS INDENTURE AND THE NOTES SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A NOTE SECURITY (BY ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.HEREBY.‌

Governing Law and Jurisdiction; Waiver of Jury Trial. THIS INDENTURE SECOND RESTATED CREDIT AGREEMENT WILL BE INTERPRETED AND THE NOTES SHALL BE GOVERNED BY RIGHTS AND CONSTRUED LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED OHIO. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO CONTRACTS MADE AND PERFORMED WITHIN THIS SECOND RESTATED CREDIT AGREEMENT OR THE OBLIGATIONS MAY BE BROUGHT IN ANY COURT(S) OF THE STATE OF NEW YORKOHIO, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF OHIO, AND THE COMPANY HEREBY ACCEPTS, GENERALLY, IRREVOCABLY AND UNCONDITIONALLY, THE JURISDICTION OF ANY SUCH COURT AND CONSENTS THAT ANY SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL DIRECTED TO THE COMPANY AT THE ADDRESS SET FORTH HEREIN FOR NOTICES AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME HAS BEEN DEPOSITED IN U.S. MAILS, POSTAGE PREPAID. THE COMPANY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY SUCH JURISDICTION. NOTHING HEREIN CONTAINED SHALL AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS, ENFORCE ANY JUDGMENT OR OTHERWISE PROCEED AGAINST THE COMPANY, ANY SECURITY OR ANY PROPERTY OF THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A NOTE (BY ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE TRUSTEE HEREBY LENDERS EACH UNCONDITIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURESECOND RESTATED CREDIT AGREEMENT, THE NOTES OTHER LOAN DOCUMENTS OR THE ANY TRANSACTION CONTEMPLATED HEREBY.IN ANY OF SUCH AGREEMENTS. Signed at Cincinnati, Ohio, effective as of January 9, 1997. MULTI-COLOR CORPORATION, AS COMPANY By:_________________________________ Print Name:_________________________ Title:______________________________ 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:______________________________

Governing Law and Jurisdiction; Waiver of Jury Trial. THIS INDENTURE AGREEMENT, EACH SERIES MTN AGREEMENT AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKNORTH CAROLINA, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORKNORTH CAROLINA, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE COMPANY, THE TRUSTEE, ISSUER AND EACH HOLDER OF A NOTE (BY ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK NORTH CAROLINA STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK MECKLENBURG COUNTY, NORTH CAROLINA IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTUREAGREEMENT, EACH SERIES MTN AGREEMENT OR THE NOTES, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK NORTH CAROLINA STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK MECKLENBURG COUNTY, NORTH CAROLINA AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE TRUSTEE ISSUER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTUREAGREEMENT, EACH SERIES MTN AGREEMENT, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Governing Law and Jurisdiction; Waiver of Jury Trial. THIS INDENTURE AND THE NOTES SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKWASHINGTON, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORKWASHINGTON, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A NOTE SECURITY (BY ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK WASHINGTON STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN KING COUNTYIN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK KING COUNTY WASHINGTON AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Governing Law and Jurisdiction; Waiver of Jury Trial. THIS INDENTURE AGREEMENT WILL BE INTERPRETED AND THE NOTES SHALL BE GOVERNED BY RIGHTS AND CONSTRUED LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, OHIO WITHOUT REGARD TO ANY PRINCIPLE ITS CONFLICT OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT LAWS PRINCIPLES, AND BORROWER HEREBY AGREES TO THE APPLICATION OF THE LAWS JURISDICTION OF ANY OTHER JURISDICTION. THE COMPANYSTATE OR FEDERAL COURT LOCATED WITHIN HAMIXXXX XXXNTY, THE TRUSTEEOHIO, AND EACH HOLDER CONSENT THAT ANY 47 52 SERVICE OF A NOTE PROCESS MAY BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWER AT THE ADDRESS SET FORTH HEREIN FOR NOTICES AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED FIVE (BY ACCEPTANCE THEREOF5) THEREBYBUSINESS DAYS AFTER THE SAME HAS BEEN DEPOSITED IN U.S. MAILS, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH POSTAGE PREPAID; PROVIDED THAT NOTHING CONTAINED HEREIN WILL PREVENT AGENTS FROM BRINGING ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTUREEXERCISING ANY RIGHTS AGAINST ANY SECURITY OR AGAINST BORROWER INDIVIDUALLY OR AGAINST ANY PROPERTY OF BORROWER, (II) IRREVOCABLY WITHIN ANY OTHER STATE OR NATION. BORROWER WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS OBJECTION BASED ON FORUM NON CONVENIENS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUITACTION INSTITUTED HEREUNDER. BORROWER, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AGENTS AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK LENDERS EACH UNCONDITIONALLY AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTUREAGREEMENT, THE NOTES OTHER LOAN DOCUMENTS OR THE ANY TRANSACTION CONTEMPLATED HEREBY.IN ANY OF SUCH AGREEMENTS. Dated as of May 30, 1997. WORTHINGTON INDUSTRIES, INC. as Borrower

Governing Law and Jurisdiction; Waiver of Jury Trial. THIS INDENTURE SECOND RESTATED CREDIT AGREEMENT WILL BE INTERPRETED AND THE NOTES SHALL BE GOVERNED BY RIGHTS AND CONSTRUED LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED OHIO. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO CONTRACTS MADE AND PERFORMED WITHIN THIS SECOND RESTATED CREDIT AGREEMENT OR THE OBLIGATIONS MAY BE BROUGHT IN ANY COURT(S) OF THE STATE OF NEW YORKOHIO, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF OHIO, AND THE COMPANY HEREBY ACCEPTS, GENERALLY, IRREVOCABLY AND UNCONDITIONALLY, THE JURISDICTION OF ANY SUCH COURT AND CONSENTS THAT ANY SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL DIRECTED TO THE COMPANY AT THE ADDRESS SET FORTH HEREIN FOR NOTICES AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME HAS BEEN DEPOSITED IN U.S. MAILS, POSTAGE PREPAID. THE COMPANY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY SUCH JURISDICTION. NOTHING HEREIN CONTAINED SHALL AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS, ENFORCE ANY JUDGMENT OR OTHERWISE PROCEED AGAINST THE COMPANY, ANY SECURITY OR ANY PROPERTY OF THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A NOTE (BY ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE TRUSTEE HEREBY LENDERS EACH UNCONDITIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURESECOND RESTATED CREDIT AGREEMENT, THE NOTES OTHER LOAN DOCUMENTS OR THE ANY TRANSACTION CONTEMPLATED HEREBY.IN ANY OF SUCH AGREEMENTS. Signed at Cincinnati, Ohio, effective as of January 9, 1997. MULTI-COLOR CORPORATION, AS COMPANY By: /s/ JOHN X. XXXRT ------------------------------------------ Print Name: John X. Xxxrt --------------------------------- Title: President ------------------------------------ PNC BANK, OHIO, NATIONAL ASSOCIATION, ON ITS OWN BEHALF AS LENDER, AND AS AGENT By:/s/ WARRXX X. XXXXX ----------------------------------------- Print Name: Warrxx X. Xxxxx --------------------------------- Title: Assistant Vice President -------------------------------------- STAR BANK, NATIONAL ASSOCIATION, AS LENDER By:/s/ EDWAXX X. XXXXX ----------------------------------------- Print Name: Edwaxx X. Xxxxx --------------------------------- Title: Vice President --------------------------------------

Governing Law and Jurisdiction; Waiver of Jury Trial. THIS INDENTURE THIRD RESTATED CREDIT AGREEMENT WILL BE INTERPRETED AND THE NOTES SHALL BE GOVERNED BY RIGHTS AND CONSTRUED LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED OHIO. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO CONTRACTS MADE AND PERFORMED WITHIN THIS THIRD RESTATED CREDIT AGREEMENT OR THE OBLIGATIONS MAY BE BROUGHT IN ANY COURT(S) OF THE STATE OF NEW YORKOHIO, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF OHIO, AND THE COMPANY HEREBY ACCEPTS, GENERALLY, IRREVOCABLY AND UNCONDITIONALLY, THE JURISDICTION OF ANY SUCH COURT AND CONSENTS THAT ANY SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL DIRECTED TO THE COMPANY AT THE ADDRESS SET FORTH HEREIN FOR NOTICES AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME HAS BEEN DEPOSITED IN U.S. MAILS, POSTAGE PREPAID. THE COMPANY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY SUCH JURISDICTION. NOTHING HEREIN CONTAINED SHALL AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS, ENFORCE ANY JUDGMENT OR OTHERWISE PROCEED AGAINST THE COMPANY, ANY SECURITY OR ANY PROPERTY OF THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A NOTE (BY ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE TRUSTEE HEREBY LENDERS EACH UNCONDITIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURETHIRD RESTATED CREDIT AGREEMENT, THE NOTES OTHER LOAN DOCUMENTS OR THE ANY TRANSACTION CONTEMPLATED HEREBY.IN ANY OF SUCH AGREEMENTS. Signed at Cincinnati, Ohio, effective as of June 22, 1998. 115 124 MULTI-COLOR CORPORATION, AS COMPANY By: /s/ Willxxx X. Xxxxxxx Print Name: Willxxx X. Xxxxxxx Title: VP/CFO PNC BANK, NATIONAL ASSOCIATION, ON ITS OWN BEHALF AS LENDER, AND AS AGENT By: /s/ Timoxxx X. Xxxxxx Print Name: Timoxxx X. Xxxxxx Title: Vice President COMERICA BANK, AS LENDER By: /s/ John X. Xxxxxxx Print Name: John X. Xxxxxxx Title: Vice President

Governing Law and Jurisdiction; Waiver of Jury Trial. THIS INDENTURE AGREEMENT HAS BEEN EXECUTED, DELIVERED AND ACCEPTED AT AND WILL BE DEEMED TO HAVE BEEN MADE AT PHILADELPHIA, PENNSYLVANIA AND WILL BE INTERPRETED AND THE NOTES SHALL BE GOVERNED BY RIGHTS AND CONSTRUED LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE COMMONWEALTH OF NEW YORK, AS APPLIED PENNSYLVANIA. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO CONTRACTS MADE AND PERFORMED WITHIN THIS AGREEMENT OR THE STATE OF NEW YORK, WITHOUT REGARD TO OBLIGATIONS MAY BE BROUGHT IN ANY PRINCIPLE OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT THE APPLICATION COURT(S) OF THE LAWS COMMONWEALTH OF PENNSYLVANIA, OR OF THE UNITED STATES OF AMERICA FOR THE EASTERN DISTRICT OF PENNSYLVANIA, AND THE BORROWERS HEREBY ACCEPT, GENERALLY, IRREVOCABLY AND UNCONDITIONALLY, THE JURISDICTION OF ANY SUCH COURT AND CONSENT THAT ANY SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS AT THE ADDRESS SET FORTH HEREIN FOR NOTICES AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME HAS BEEN DEPOSITED IN U.S. MAILS, POSTAGE PREPAID. THE BORROWERS WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY SUCH JURISDICTION. NOTHING HEREIN CONTAINED SHALL AFFECT THE RIGHT OF ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS, ENFORCE ANY JUDGMENT OR OTHERWISE PROCEED AGAINST ANY BORROWER, ANY SECURITY OR ANY PROPERTY OF ANY BORROWER IN ANY OTHER JURISDICTION. THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A NOTE (BY ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY BORROWERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LENDERS EACH WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTUREAGREEMENT, THE NOTES SECURITY DOCUMENTS OR THE ANY TRANSACTION CONTEMPLATED HEREBYIN ANY OF SUCH AGREEMENTS. Signed at Philadelphia, Pennsylvania, effective as of November 14, 1991. KRUG XXXERNATIONAL CORP., AS BORROWER By: ---------------------------- Print Name: -------------------- Title: ------------------------- TECHNOLOGY/SCIENTIFIC SERVICES, INC., AS BORROWER By: ---------------------------- Print Name: -------------------- Title: ------------------------- - 45 - 57 KRUG XXXE SCIENCES, INC., AS BORROWER By: ---------------------------- Print Name: -------------------- Title: ------------------------- SOCIETY BANK, NATIONAL ASSOCIATION, AS LENDER By: ---------------------------- Print Name: -------------------- Title: ------------------------- THE CENTRAL TRUST COMPANY, N.A., AS LENDER By: ---------------------------- Print Name: -------------------- Title: ------------------------- COMERICA BANK, AS LENDER By: ---------------------------- Print Name: -------------------- Title: ------------------------- CORESTATES BANK, N.A., AS LENDER AND ADMINISTRATIVE AGENT By: --------------------------- Print Name: Thomxx X. Xxxxx Title: Vice President SECURITY PACIFIC NATIONAL BANK, AS LENDER By: ---------------------------- Print Name: -------------------- Title: ------------------------- AMENDMENT NO. 1 dated November 22, 1991 to CREDIT AGREEMENT dated as of November 14, 1991 among KRUG XXXERNATIONAL CORP., TECHNOLOGY/SCIENTIFIC SERVICES, INC., KRUG XXXE SCIENCES, INC. (collectively, "Borrowers") and SOCIETY BANK, NATIONAL ASSOCIATION, THE CENTRAL TRUST COMPANY, N.A., COMERICA BANK, CORESTATES BANK, N.A., a national banking association which also conducts business as Philadelphia National Bank and as CoreStates First Pennsylvania Bank, and SECURITY PACIFIC NATIONAL BANK (collectively, "Lenders" and each individually a "Lender") and CoreStates Bank, N.A. as Administrative Agent.

Governing Law and Jurisdiction; Waiver of Jury Trial. THIS INDENTURE AND THE NOTES SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE COMPANYISSUER, THE TRUSTEE, AND EACH HOLDER OF A NOTE SECURITY (BY ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

Governing Law and Jurisdiction; Waiver of Jury Trial. THIS INDENTURE FOURTH RESTATED CREDIT AGREEMENT WILL BE INTERPRETED AND THE NOTES SHALL BE GOVERNED BY RIGHTS AND CONSTRUED LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED OHIO. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO CONTRACTS MADE AND PERFORMED WITHIN THIS FOURTH RESTATED CREDIT AGREEMENT OR THE OBLIGATIONS MAY BE BROUGHT IN ANY COURT(S) OF THE STATE OF NEW YORKOHIO, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF OHIO, AND THE COMPANY HEREBY ACCEPTS, GENERALLY, IRREVOCABLY AND UNCONDITIONALLY, THE JURISDICTION OF ANY SUCH COURT AND CONSENTS THAT ANY SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL DIRECTED TO THE COMPANY AT THE ADDRESS SET FORTH HEREIN FOR NOTICES AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME HAS BEEN DEPOSITED IN U.S. MAILS, POSTAGE PREPAID. THE COMPANY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY SUCH JURISDICTION. NOTHING HEREIN CONTAINED SHALL AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS, ENFORCE ANY JUDGMENT OR OTHERWISE PROCEED AGAINST THE COMPANY, ANY SECURITY OR ANY PROPERTY OF THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A NOTE (BY ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE TRUSTEE HEREBY LENDERS EACH UNCONDITIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTUREFOURTH RESTATED CREDIT AGREEMENT, THE NOTES OTHER LOAN DOCUMENTS OR THE ANY TRANSACTION CONTEMPLATED HEREBY.IN ANY OF SUCH AGREEMENTS. -100- 114 Signed at Cincinnati, Ohio, effective as of June 6, 2000. MULTI-COLOR CORPORATION Address for Notices: Multi-Color Corporation 205 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 By: /s/ Dawn X. Xxxxxxxx Xxxcxxxxxx, Xxxx 00000 Print Name: Dawn X. Xxxxxxxx Xxxn: Vice President - Finance Title: Vice President MCC-BATAVIA, LLC Address for Notices: MCC-Batavia, LLC 205 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 By: /s/ Dawn X. Xxxxxxxx Xxxcxxxxxx, Xxxx 00000 Print Name: Dawn X. Xxxxxxxx Xxxn: Vice President - Finance Title: Vice President MCC-UNIFLEX, LLC Address for Notices: MCC-Uniflex, LLC 205 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 By: /s/ Dawn X. Xxxxxxxx Xxxcxxxxxx, Xxxx 00000 Print Name: Dawn X. Xxxxxxxx Xxxn: Vice President - Finance Title: Vice President PNC BANK, NATIONAL ASSOCIATION, ON ITS OWN BEHALF AS Address for Notices: LENDER AND AS AGENT PNC Bank, National Association 201 Xxxx Xxxxx Xxxxxx By: /s/ Warrxx X. Xxxxx Xxxcxxxxxx, Xxxx 00000 Print Name: Warrxx X. Xxxxx Xxxn: Corporate Banking Title: Vice President KEYBANK NATIONAL ASSOCIATION, Address for Notices: AS LENDER KeyBank National Association 525 Xxxx Xxxxxx, 0xx Xxxxx By: /s/ Louix X. Xxxder Cincxxxxxx, Xxxx 00000 Print Name: Louix X. Xxxder Attn: Corporate Banking Title: Sr. Vice President

Governing Law and Jurisdiction; Waiver of Jury Trial. THIS INDENTURE AND THE NOTES SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A NOTE SECURITY (BY ACCEPTANCE THEREOF) THEREBY), (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS SUITS, AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES SECURITIES OR THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY.