EX-4.4



 Exhibit 4.4 

SUPPLEMENTAL INDENTURE 

RELATED TO THE ASSUMPTION 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 31, 2017, among MULTI-COLOR CORPORATION, an
Ohio corporation (the “Company”), the guarantors party hereto (the “New Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the
“Trustee”). 
 W I T N E S S E T H : 

WHEREAS Multi-Color Escrow Issuer, LLC, a Delaware limited liability company (the “Escrow Issuer”), has heretofore executed
an indenture, dated as of October 4, 2017 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Escrow Issuer’s 4.875% Senior Notes due 2025 (the “Notes”),
initially in the aggregate principal amount of $600,000,000; 
 WHEREAS Section 4.16(c) of the Indenture provides that (i) the
Company shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Company shall unconditionally assume all of the Escrow Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth
herein and in the Indenture and (ii) the New Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which each New Guarantor shall unconditionally guarantee all of the Guaranteed Obligations on the terms and
conditions set forth herein and in the Indenture; and 
 WHEREAS pursuant to Sections 9.01(2) and (5) of the Indenture, the Company,
the New Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the New Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as
follows: 
 1.    Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the
preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a
whole and not to any particular section hereof. 
 2.    Agreement to Assume Obligations. Effective upon the
Escrow Release, the Company hereby agrees to unconditionally assume all of the Escrow Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture and to be bound by all other
applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of the Escrow Issuer under the Indenture. 

3.    Agreement to Guarantee. Effective upon the Escrow Release, the New Guarantors agree, jointly and severally, to
unconditionally guarantee all of the Guaranteed Obligations on the terms and subject to the conditions set forth in Article X of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of
the obligations and agreements of a Guarantor under the Indenture. 







 4.    Notices. All notices or other communications to the Company and
the New Guarantors shall be given as provided in Section 11.02 of the Indenture. 
 5.    Ratification of
Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 

6.    Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

7.    Trustee Makes No Representation. The Trustee accepts the amendments of the Indenture effected by this
Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (i) the validity
or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company and the New Guarantor, in each case, by action or otherwise, (iii) the due execution hereof by the
Company and the New Guarantor or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters. 

8.    Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall
be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. Notwithstanding the foregoing, the exchange of copies of this Supplemental Indenture and of signature
pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all
purposes. 
 9.    Effect of Headings. The Section headings of this Supplemental Indenture have been inserted for
convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions here. 

[Remainder of page intentionally left blank.] 







 IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of
the date first written above. 
  

					
	MULTI-COLOR CORPORATION, as Company
		
	By:	 	 /s/ Mary T. Fetch

		 	Name:	 	Mary T. Fetch
		 	Title:	 	Vice President and Treasurer
	
	GUARANTORS:
	
	ADHESION INTERMEDIATE HOLDINGS, INC.,
	LABELCORP HOLDINGS, INC.,
	YORK TAPE & LABEL, LLC,
	INDUSTRIAL LABEL CORPORATION,
	LSK LABEL, INC.,
	PSC ACQUISITION COMPANY, LLC,
	LABELCORP MANAGEMENT, INC.,
	ASHEVILLE ACQUISITION CORPORATION, LLC,
	CAMEO SONOMA LIMITED,
	SOUTHERN ATLANTIC LABEL CO., INC.,
	MCC-BATAVIA, LLC,
	MCC-TROY, LLC,
	LASER GRAPHIC SYSTEMS, INCORPORATED,
	MCC-DEC TECH, LCC,
	MCC-WISCONSIN, LLC,
	MCC-NORWAY, LLC
	MCC-UNIFLEX, LLC,
	COLLOTYPE LABELS USA INC.,
	M ACQUISITION, LLC,
	MCC-NORWOOD, LLC,
	MCC-MEXICO HOLDINGS 1 LLC, AND
	MCC-MEXICO HOLDINGS 2 LLC
		
	By:	 	 /s/ Mary T. Fetch

		 	Name:	 	Mary T. Fetch
		 	Title:	 	Vice President and Treasurer









 IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of
the date first written above. 
  

			
	GUARANTORS:
	
	MCC-FINANCE 2 LLC
	
	By: MCC-FINANCE LLC, its sole member
		
	By:	 	 /s/ Mary T. Fetch

	Name:	 	Mary T. Fetch
	Title:	 	Vice President and Treasurer
	
	MCC-FINANCE LLC
	
	By: MULTI-COLOR CORPORATION, its sole member
		
	By:	 	 /s/ Mary T. Fetch

	Name:	 	Mary T. Fetch
	Title:	 	Vice President and Treasurer









 IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of
the date first written above. 
  

			
	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
		
	By:	 	 /s/ Dan Boyers 

		 	Name: Dan Boyers
		 	Title: Vice President


  

					
	Acknowledged and Agreed by:
	
	 MULTI-COLOR ESCROW ISSUER, LLC,
 as
Escrow Issuer

		
	By:	 	 /s/ Mary T. Fetch

		 	Name:	 	Mary T. Fetch
		 	Title:	 	Vice President and Treasurer