Exhibit 10.1


 








 


 


modification/EXTENSION
to the Amended and Restated Revolving line note and the second amended and restated credit facility agreement


 


This MODIFICATION/EXTENSION
AGREEMENT is entered into at Albany, New York, as of April 28, 2015, between Premier Packaging Corporation, a New York
corporation, with an address of 6 Framark Drive, Victor, New York 14564 (the "Borrower")
and Citizens Bank, N.A., a national banking association with an address of 833 Broadway, Albany, New York 12207 (the "Bank"),
(formerly known as RBS Citizens, N.A. ("Predecessor"))


 


WHEREAS, Predecessor
established a revolving line of credit (the "Revolving Loan") for Borrower which matures on May 31, 2015 (the
"Maturity Date") respecting which Bank agreed to lend to Borrower upon Borrower’s request, but subject to the terms
and conditions set forth in various loan documents, of up to One Million Dollars and Zero Cents ($1,000,000.00) (the
"Revolving Loan Amount");


 


WHEREAS, the Revolving
Loan is evidenced by that certain Amended and Restated Revolving Line Note, dated July 26, 2011 (as previously amended,
modified or supplemented, the "Note"), by the Borrower in favor of Predecessor in the face amount of the Revolving Loan
Amount;


 


WHEREAS, in connection
with the Revolving Loan, Borrower entered into that certain Second Amended and Restated Credit Facility Agreement, dated July
26, 2011 (as previously amended, modified or supplemented, the "Loan Agreement");


 


WHEREAS, as further
security for the Loan, Document Security Systems, Inc., Plastic Printing Professionals, Inc. and Secuprint Inc. issued a Guaranty
and Indemnity Agreement, dated February 12, 2010 (as previously amended, modified or supplemented, the "Document Security
Systems, Inc., Plastic Printing Professionals, Inc. and Secuprint Inc. Guaranty and Indemnity Agreement"), pursuant to which
Document Security Systems, Inc., Plastic Printing Professionals, Inc. and Secuprint Inc. guaranteed to Predecessor the payment
and performance of all of the Borrower's obligations with respect to the Loan and the other Loan Documents (as hereinafter defined);


 


WHEREAS, the Loan Agreement,
the Note, the Document Security Systems, Inc. Guaranty, the Plastic Printing Professionals, Inc. Guaranty and the Secuprint Inc.
Guaranty and all other documents and instruments executed in connection with or relating to the Loan are referred to herein, collectively,
as the "Loan Documents"; and all collateral granted to the Predecessor and the Bank to secure the Loan is referred to
herein, collectively, as the "Collateral";


 


WHEREAS, the Bank was
formerly known as Predecessor with respect to the Loan and the Loan Documents, is the owner and holder of the Loan and the Loan
Documents and, as such, the Borrower is indebted to the Bank therefor and thereunder;


 


WHEREAS, the Borrower
has requested and the Bank has agreed to extend the Maturity Date of the Loan;


 


WHEREAS, the Borrower
has requested and the Bank has agreed to amend certain of the covenants applicable to the Loan;


 


WHEREAS, the Borrower
has requested and the Bank has agreed to amend certain of Terms and Conditions applicable to the Loan;


 


WHEREAS, the Borrower
has requested and the Bank has agreed to reduce the amount of availability under the Loan Documents;


 


WHEREAS, the Borrower
and the Bank have agreed to modify the Loan and the Loan Documents in accordance with the terms of this Agreement.


  






    	 



    	 



    

 


NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Borrower mutually
agree as follows:


 


1.   
EXTENSION


 


1.1         
Recitals and Representations Accurate. The above recitals are hereby made a part of this Agreement and the
Borrower acknowledges and agrees that each of the recitals is true and correct.


 


1.2         
Ratification. All of the terms, covenants, provisions, representations, warranties, and conditions of the
Loan Documents, as amended or modified hereby, are ratified, acknowledged, confirmed, and continued in full force and effect as
if fully restated herein.


 


1.3         
Maturity Date. The Bank hereby agrees to extend the Maturity Date of the Note to May 31, 2016 (the
"New Maturity Date"). On the New Maturity Date, the Loan and all fees, costs, expenses and other amounts owing by the
Borrower to the Bank shall be due and payable, in full, without further notice or demand. All references to the Maturity Date in
the Loan Documents shall be modified accordingly. The Borrower hereby agrees to pay to the Bank all payments due prior to the New
Maturity Date in accordance with the terms of the Note, as affected hereby, and that any failure to make any such payments in accordance
with the terms of the Note shall be a default under this Agreement, the Note and each of the Loan Documents.


 


1.4         
Reduced Availability. Availability under the Loan Documents shall be reduced from One Million Dollars and
Zero Cents ($1,000,000.00) to Eight Hundred Thousand Dollars and Zero Cents ($800,000.00) (the "Revised
Borrowing Limit") and all references to availability in the Loan Documents shall be modified accordingly. All amounts outstanding
under the Loan Documents in excess of the Revised Borrowing Limit, and all fees due and owing under the Loan Documents, shall be
paid to the Bank simultaneously with the execution of this Agreement.


 


1.5         
Amendment to Covenants. Notwithstanding anything to the contrary contained in the Loan Documents, the Borrower
will not at any time or during any fiscal period (as applicable) fail to be in compliance with any of the financial covenants set
forth in Schedule 1.5, attached hereto (the "Amended Covenants").


 


1.6         
Amendment to Terms and Conditions. Notwithstanding anything to the contrary contained in the Loan Documents,
the Borrower will not at any time or during any fiscal period (as applicable) fail to be in compliance with any of the terms and
conditions set forth in Schedule 1.6, attached hereto (the "Amended Terms and Conditions").


 


1.7         
Representations and Warranties. The Borrower hereby represents and warrants to the Bank that:


 


		(a)	The person executing this Agreement is duly authorized to do so and to bind the Borrower to the
terms hereof;



 


		(b)	Each of the Loan Documents is a valid and legal binding obligation of the Borrower, enforceable
in accordance with its terms, and is not subject to any defenses, counterclaims, or offsets of any kind;



 


		(c)	All financial statements delivered to the Bank were true, accurate and complete, in all material
respects, as of the date of delivery to the Bank;



 


		(d)	Since the date of the Loan Documents there has been no material adverse change in the condition,
financial or otherwise, of the Borrower, except as disclosed to the Bank in writing;



 


		(e)	There exists no action, suit, proceeding or investigation, at law or in equity, before any court,
board, administrative body or other entity, pending or threatened, affecting the Borrower or its property, wherein an unfavorable
decision, ruling or finding would materially adversely affect the business operations, property or financial condition of the Borrower;
and



 


		(f)	There exists no event of default, or other circumstance that with the passage of time or giving
of notice or both will become an event of default, under any of the Loan Documents.



 


1.8         
Interest, Fees, Costs and Expenses. The Borrower shall, simultaneously with the execution of this Agreement,
pay to the Bank all accrued interest owing on the Loan as of the date of this Agreement together with all fees, costs and expenses
due and owing to the Bank by the Borrower under the Loan Documents.


 






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2.   
Miscellaneous


 


2.1         
Set-Off. The Borrower hereby grants to the Bank a continuing lien and security interest in any and all deposits
or other sums at any time credited by or due from the Bank or any Bank Affiliate (as hereinafter defined) to the Borrower and any
cash, securities, instruments or other property of the Borrower in the possession of the Bank or any Bank Affiliate, whether for
safekeeping or otherwise, or in transit to or from the Bank or any Bank Affiliate (regardless of the reason the Bank or Bank Affiliate
had received the same or whether the Bank or any Bank Affiliate has conditionally released the same) as security for the full and
punctual payment and performance of all of the liabilities and obligations of the Borrower to the Bank or any Bank Affiliate and
such deposits and other sums may be applied or set off against such liabilities and obligations of the Borrower to the Bank or
any Bank Affiliate at any time, whether or not such are then due, whether or not demand has been made and whether or not other
collateral is then available to the Bank or any Bank Affiliate.


 


The term "Bank
Affiliate" as used in this Agreement shall mean any "Affiliate" of the Bank or any lender acting as a participant
under any loan arrangement between the Bank and the Borrower. The term "Affiliate" shall mean with respect to any person,
(a) any person which, directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common
control with, such person, or (b) any person who is a director or officer (i) of such person, (ii) of any subsidiary of such person,
or (iii) any person described in clause (a) above. For purposes of this definition, control of a person shall mean the power, direct
or indirect, (x) to vote 5% or more of the Capital Stock having ordinary voting power for the election of directors (or comparable
equivalent) of such person, or (y) to direct or cause the direction of the management and policies of such person whether by contract
or otherwise. Control may be by ownership, contract, or otherwise.


 


2.2         
Release of the Bank. The Borrower hereby confirms that as of the date hereof it has no claim, set-off, counterclaim,
defense, or other cause of action against the Bank including, but not limited to, a defense of usury, any claim or cause of action
at common law, in equity, statutory or otherwise, in contract or in tort, for fraud, malfeasance, misrepresentation, financial
loss, usury, deceptive trade practice, or any other loss, damage or liability of any kind, including, without limitation, any claim
to exemplary or punitive damages arising out of any transaction between the Borrower and the Bank. To the extent that any such
set-off, counterclaim, defense, or other cause of action may exist or might hereafter arise based on facts known or unknown that
exist as of this date, such set-off, counterclaim, defense and other cause of action is hereby expressly and knowingly waived and
released by the Borrower. The Borrower acknowledges that this release is part of the consideration to the Bank for the financial
and other accommodations granted by the Bank in this Agreement.


 


 


 


2.3         
Costs and Expenses. The Borrower shall pay to the Bank on demand any and all costs and expenses (including,
without limitation, reasonable attorneys' fees and disbursements, court costs, litigation and other expenses) incurred or paid
by the Bank in establishing, maintaining, protecting or enforcing any of the Bank's rights or any of the obligations owing by the
Borrower to the Bank, including, without limitation, any and all such costs and expenses incurred or paid by the Bank in defending
the Bank's security interest in, title or right to, the Collateral or in collecting or attempting to collect or enforcing or attempting
to enforce payment of the Loan.


 


2.4         
Indemnification. The Borrower shall indemnify, defend and hold the Bank and the Bank Affiliates and their
directors, officers, employees, agents and attorneys (each an "Indemnitee") harmless against any claim brought or threatened
against any Indemnitee by the Borrower or any guarantor or endorser of the obligations of the Borrower to the Bank, or any other
person (as well as from attorneys' fees and expenses in connection therewith) on account of the Bank's relationship with the Borrower,
or any guarantor or endorser of the obligations of the Borrower to the Bank (each of which may be defended, compromised, settled
or pursued by the Bank with counsel of the Bank's election, but at the expense of the Borrower), except for any claim arising out
of the gross negligence or willful misconduct of the Bank. The within indemnification shall survive payment of the obligations
of the Borrower to the Bank, and/or any termination, release or discharge executed by the Bank in favor of the Borrower.


 






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2.5         
Severability. If any provision of this Agreement or portion of such provision or the application thereof to
any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Agreement (or the remainder
of such provision) and the application thereof to other persons or circumstances shall not be affected thereby.


 


2.6         
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original,
but all of which shall constitute but one agreement.


 


2.7         
Bank's Predecessor(s). All references in the Loan Documents to Bank and RBS Citizens, N.A. shall hereafter
mean Citizens Bank, N.A., its successors and assigns. The Bank's address, for all purposes, shall be as set forth in the first
paragraph of this Agreement.


 


2.8         
Complete Agreement. This Agreement and the other Loan Documents constitute the entire agreement and understanding
between and among the parties hereto relating to the subject matter hereof, and supersedes all prior proposals, negotiations, agreements
and understandings among the parties hereto with respect to such subject matter.


 


2.9         
Binding Effect of Agreement. This Agreement shall be binding upon and inure to the benefit of the respective
heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, and shall remain in full
force and effect (and the Bank shall be entitled to rely thereon) until released in writing by the Bank. The Bank may transfer
and assign this Agreement and deliver the Collateral to the assignee, who shall thereupon have all of the rights of the Bank; and
the Bank shall then be relieved and discharged of any responsibility or liability with respect to this Agreement and the Collateral.
Except as expressly provided herein or in the other Loan Documents, nothing, expressed or implied, is intended to confer upon any
party, other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement or
the other Loan Documents.


 


2.10       
Further Assurances. The Borrower will from time to time execute and deliver to the Bank such documents, and
take or cause to be taken, all such other further action, as the Bank may request in order to effect and confirm or vest more securely
in the Bank all rights contemplated by this Agreement (including, without limitation, to correct clerical errors) or to vest more
fully in or assure to the Bank the security interest in the Collateral or to comply with applicable statute or law and to facilitate
the collection of the Collateral (including, without limitation, the execution of stock transfer orders and stock powers, endorsement
of promissory notes and instruments and notifications to obligors on the Collateral). To the extent permitted by applicable law,
the Borrower authorizes the Bank to file financing statements, continuation statements or amendments without the Borrower's signature
appearing thereon, and any such financing statements, continuation statements or amendments may be signed by the Bank on behalf
of the Borrower, if necessary, and may be filed at any time in any jurisdiction. The Bank may at any time and from time to time
file financing statements, continuation statements and amendments thereto which contain any information required by the New York
Uniform Commercial Code as amended from time to time (the "Code") for the sufficiency or filing office acceptance of
any financing statement, continuation statement or amendment, including whether the Borrower is an organization, the type of organization
and any organization identification number issued to the Borrower. The Borrower agrees to furnish any such information to the Bank
promptly upon request. In addition, the Borrower shall at any time and from time to time take such steps as the Bank may reasonably
request for the Bank (i) to obtain an acknowledgment, in form and substance satisfactory to the Bank, of any bailee having possession
of any of the Collateral that the bailee holds such Collateral for the Bank, (ii) to obtain "control" (as defined in
the Code) of any Collateral comprised of deposit accounts, electronic chattel paper, letter of credit rights or investment property,
with any agreements establishing control to be in form and substance satisfactory to Bank, and (iii) otherwise to insure the continued
perfection and priority of the Bank's security interest in any of the Collateral and the preservation of its rights therein. The
Borrower hereby constitutes the Bank its attorney-in-fact to execute, if necessary, and file all filings required or so requested
for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an
interest, shall be irrevocable until this Agreement terminates in accordance with its terms, all obligations of the Borrower to
the Bank are irrevocably paid in full and the Collateral is released.


 






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2.11       
Amendments and Waivers. This Agreement may be amended and the Borrower may take any action herein prohibited,
or omit to perform any act herein required to be performed by it, if the Borrower shall obtain the Bank's prior written consent
to each such amendment, action or omission to act. No delay or omission on the part of the Bank in exercising any right hereunder
shall operate as a waiver of such right or any other right and waiver on any one or more occasions shall not be construed as a
bar to or waiver of any right or remedy of the Bank on any future occasion.


 


2.12       
Terms of Agreement. This Agreement shall continue in force and effect so long as any obligation of the Borrower
to Bank shall be outstanding and is supplementary to each and every other agreement between the Borrower and Bank and shall not
be so construed as to limit or otherwise derogate from any of the rights or remedies of Bank or any of the liabilities, obligations
or undertakings of the Borrower under any such agreement, nor shall any contemporaneous or subsequent agreement between the Borrower
and the Bank be construed to limit or otherwise derogate from any of the rights or remedies of Bank or any of the liabilities,
obligations or undertakings of the Borrower hereunder, unless such other agreement specifically refers to this Agreement and expressly
so provides.


 


2.13       
Notices. Any notices under or pursuant to this Agreement shall be deemed duly received and effective if delivered
in hand to any officer or agent of the Borrower or Bank, or if mailed by registered or certified mail, return receipt requested,
addressed to the Borrower or Bank at the address set forth in this Agreement or as any party may from time to time designate by
written notice to the other party.


 


2.14       
New York Law. This Agreement shall be governed by federal law applicable to the Bank and, to the extent not
preempted by federal law, the laws of the State of New York.


 


2.15       
Reproductions. This Agreement and all documents which have been or may be hereinafter furnished by Borrower
to the Bank may be reproduced by the Bank by any photographic, photostatic, microfilm, xerographic or similar process, and any
such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether
or not the original is in existence and whether or not such reproduction was made in the regular course of business).


 


2.16       
Venue. Borrower irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting
in New York, over any suit, action or proceeding arising out of or relating to this Agreement. Borrower irrevocably waives to the
fullest extent it may effectively do so under applicable law, any objection it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding brought in any such court and any claim that the same has been brought in an inconvenient
forum. Borrower irrevocably appoints the Secretary of State of the State of New York as its authorized agent to accept and acknowledge
on its behalf any and all process which may be served in any such suit, action or proceeding, consents to such process being served
(i) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to Borrower’s address
shown above or as notified to the Bank and (ii) by serving the same upon such agent, and agrees that such service shall in every
respect be deemed effective service upon Borrower.


 


2.17       
JURY WAIVER. BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY
TO CONSULT WITH LEGAL COUNSEL, WAIVE (A) ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS
AGREEMENT, THE OBLIGATIONS, ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO
SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN NOT BE, OR HAS NOT BEEN WAIVED. THE BORROWER
CERTIFIES THAT NEITHER THE BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
THE BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.


 






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Executed on this day
28 of April, 2015.


 





	 	Borrower:	 
	 	 	 	 
	 	 	 	 
	 	Premier Packaging Corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/S/ Robert B. Bzdick	 
	 	 	Robert B. Bzdick, Chief Executive Officer	 




 


 


 


Accepted:
Citizens Bank, N.A.


  


		By:	/S/ Lynn Ryan	 
		Name:	Lynn Ryan	 
		Title:	Vice President	 



 






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For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned guarantor(s) hereby irrevocably and
unconditionally acknowledge and confirm to the Bank that the guaranty of the obligations of the Borrower including without limitation
respecting the Note continues in full force and effect and is a valid and binding obligation of the undersigned guarantor(s) in
accordance with its terms, that no defenses, offsets, claims, counterclaims exist with respect to such guaranty(s), and that each
such guaranty is enforceable in accordance with its terms, and guarantees and shall continue to guarantee in accordance with its
terms the performance of all amounts guaranteed thereby including without limitation in addition to all other liabilities and obligations
guaranteed thereby, all liabilities and obligations of the Borrower to the Bank respecting the Note and the other Loan Documents
as affected hereby.


 


Executed on this day
28 of April, 2015


 





	 	Guarantor:	 
	 	 	 	 
	 	Document Security Systems, Inc.	 
	 	 	 	 
	 	 	 	 
	 	By:	/S/ Robert B. Bzdick	 
	 	 	Robert B. Bzdick, President	 
	 	 	 	 
	 	 	 	 
	 	Guarantor:	 
	 	 	 	 
	 	Plastic Printing Professionals, Inc.	 
	 	 	 	 
	 	 	 	 
	 	By:	/S/ Robert B. Bzdick	 
	 	 	Robert B. Bzdick, Secretary	 
	 	 	 	 
	 	 	 	 
	 	Guarantor:	 
	 	 	 	 
	 	Secuprint Inc.	 
	 	 	 	 
	 	 	 	 
	 	By:	/S/ Robert B. Bzdick	 
	 	 	Robert B. Bzdick, President	 




 






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SCHEDULE 1.5


 


AMENDED COVENANTS


 


The Second Amended
and Restated Credit Facility Agreement is hereby modified by deleting from Article X entitled "Financial Covenants",
Subsection (10.1) in its entirety and substituting in lieu thereof the following:


 


Covenant Definitions:


 


(i)     
"GAAP" shall mean generally accepted accounting principles in effect from time to time in the United States.


 


(ii)    
"Capital Expenditures" ("CAPEX") shall mean for any period, all acquisitions of machinery, equipment,
land, leaseholds, buildings, improvements and all other expenditures considered to be for fixed assets under GAAP, consistently
applied. Where an asset is acquired under a capital lease, the amount required to be capitalized shall be considered a capital
expenditure during the first year of the lease


 


(iii)          
"Current Maturity of Long-Term Debt" ("CMLTD") shall mean, for any period, the current scheduled
principal or capital lease payments required to be paid during the applicable period.


 


(iv)          
"Distributions" shall mean all cash dividends to shareholders, and all cash distributions to shareholders
of Subchapter S corporations, to partners of partnerships, to members of limited liability companies or to beneficiaries of trusts.


 


(v)           
"Earnings" shall mean earnings as defined under GAAP.


 


(vi)          
"EBITDA" shall mean, for any period, Earnings from continuing operations before payment of federal, state
and local income taxes, plus Interest Expense, depreciation and amortization, in each case for such period, computed and calculated
in accordance with GAAP.


 


(vii)         
"Interest Expense" shall mean, for any period, ordinary, regular, recurring and continuing expenditures
for interest on all borrowed money.


 


(viii)        
"Unfinanced CAPEX" shall mean, for any period, Capital Expenditures less new long-term Indebtedness issued
during such period to fund the Capital Expenditures.


 


EBITDA (after Taxes,
Distributions and Unfinanced CAPEX) to Interest Expense plus CMLTD. The Borrower shall not permit the ratio of its EBITDA,
minus taxes paid in cash(including any tax payments to its affiliates), minus Dividends and Distributions and Unfinanced CAPEX,
minus loans and advances to any related individuals, partnership, corporation, limited liability company, trust or other organization
or person plus non cash stock based compensations which are converted to capital, to Interest Expense plus CMLTD, to be less than
1.15 to 1.0, tested every quarter on a rolling four quarter basis commencing with the quarter ending June 30, 2015.


 






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SCHEDULE 1.6


 


AMENDED TERMS AND
CONDITIONS


 


The Second Amended
and Restated Credit Facility Agreement is hereby modified by deleting from Article I entitled “Definitions”, the definition
entitled “Fixed Charge Coverage Ratio” in its entirety.


 


The Second Amended and Restated
Credit Facility Agreement is hereby modified by adding to Article IX entitled "Negative Covenants of the Borrower", a
new subsection 9.14 in its entirety:


 


		9.14	Dividends and Distributions.  Borrower shall not, without prior written consent of the
Bank, pay any dividends on or make any distribution on account of any class of Borrower's capital stock in cash or in property
(other than additional shares of such stock), or redeem, purchase or otherwise acquire, directly or indirectly, any of such stock,
except, so long as Borrower is not in default hereunder, distributions not to exceed $100,000.00 during any fiscal quarter
and, if Borrower is a Subchapter S corporation, under the regulations of the Internal Revenue Service of the United States, distributions
to the Shareholders of Borrower in such amounts as are necessary to pay the tax liability of such Shareholders due as a result
of such Shareholders' interest in the Borrower.



 


The Second Amended and Restated Credit Facility Agreement is
hereby modified by deleting from Article I entitled “Definitions”, the definition entitled “Letters of Credit”
in its entirety.


  


The Second Amended and Restated Credit Facility Agreement is
hereby modified by deleting from Article II entitled “Revolving Line”, Subsection (2.7) entitled “Letter of Credit
Sub-facility” in its entirety.


 








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