Recitals:Credit Agreement • August 30th, 2011 • MULTI COLOR Corp • Commercial printing • New York
This CREDIT AGREEMENT (“Agreement”) was originally entered into as of February 29, 2008, amended as of June 28, 2010 pursuant to that certain First Amendment to Credit Agreement, amended as of March 25, 2011 pursuant to that certain Second Amendment to Credit Agreement and is now further amended in the form hereof as of August 26, 2011, among MULTI-COLOR CORPORATION, an Ohio corporation (the “Company”), COLLOTYPE INTERNATIONAL HOLDINGS PTY LIMITED, an Australian company limited by shares and registered in South Australia (the “Australian Borrower”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company and the Australian Borrower, the “Borrowers” and, each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and U.S. L/C Issuer, WESTPAC BANKING CORPORATION, as Australian Admin
MERGER AND STOCK PURCHASE AGREEMENT Dated as of August 26, 2011 BY AND BETWEEN ADHESION HOLDINGS, INC. MULTI-COLOR CORPORATION, M ACQUISITION, LLC, DLJ SOUTH AMERICAN PARTNERS, L.P. and the Stockholders’ RepresentativeMerger and Stock Purchase Agreement • August 30th, 2011 • MULTI COLOR Corp • Commercial printing • Delaware
This Merger and Stock Purchase Agreement (this “Agreement”), dated as of August 26, 2011, is entered into by and among Adhesion Holdings, Inc., a Delaware corporation (the “Company”), DLJ South American Partners, L.P., an Ontario limited partnership (“DLJ”), Diamond Castle Partners IV, L.P., a Delaware limited partnership, solely as the Stockholders’ Representative pursuant to Section 8.5 hereof, Multi-Color Corporation, an Ohio corporation (“MCC”), and M Acquisition, LLC, a Delaware limited liability company wholly owned by MCC (“Newco”).
