Exhibit 10.23
 EXECUTION COPY
 CREDIT AGREEMENT
 by and among
 PREGIS HOLDING II CORPORATION,
as Parent,
 PREGIS CORPORATION and certain Subsidiaries thereof,
as US Borrowers,
 Certain Subsidiaries of Pregis Corporation,
as UK Borrowers,
 THE LENDERS THAT ARE SIGNATORIES HERETO
 as the Lenders,
 and
 WELLS FARGO CAPITAL FINANCE, LLC
 as the Agent
 Dated as of March 23, 2011




---



##### 



TABLE OF CONTENTS
 Page1.
    
    DEFINITIONS AND CONSTRUCTION
    
    
    11.1
    
    Definitions
    
    
    11.2
    
    Accounting Terms
    
    
    11.3
    
    Code
    
    
    21.4
    
    Construction
    
    
    21.5
    
    Schedules and Exhibits
    
    
    31.6
    
    Exchange Rates; Currency Equivalents; Applicable Currency
    
    
    32.
    
    LOANS AND TERMS OF PAYMENT
    
    
    32.1
    
    Revolver Advances
    
    
    32.2
    
    The Permitted Overadvance Amount
    
    
    62.3
    
    Borrowing Procedures and Settlements
    
    
    72.4
    
    Payments; Reductions of Revolver Commitments; Prepayments
    
    
    182.5
    
    Overadvances
    
    
    252.6
    
    Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations
    
    
    262.7
    
    Crediting Payments
    
    
    282.8
    
    Designated Account
    
    
    282.9
    
    Maintenance of Loan Accounts; Statements of Obligations
    
    
    282.10
    
    Fees
    
    
    292.11
    
    Letters of Credit
    
    
    292.12
    
    LIBOR Option
    
    
    332.13
    
    Capital Requirements
    
    
    362.14
    
    Liability Among Loan Parties
    
    
    382.15
    
    Cash Management
    
    
    412.16
    
    Circumstances Affecting Euro or Sterling Availability
    
    
    45
 -1-




---



##### 



TABLE OF CONTENTS
 Page2.17
    
    Increase in Maximum Revolver Amount
    
    
    463.
    
    CONDITIONS; TERM OF AGREEMENT
    
    
    493.1
    
    Conditions Precedent to the Initial Extension of Credit
    
    
    493.2
    
    Conditions Precedent to all Extensions of Credit
    
    
    493.3
    
    Maturity
    
    
    503.4
    
    Effect of Maturity
    
    
    503.5
    
    Early Termination by Borrowers
    
    
    503.6
    
    Conditions Subsequent
    
    
    504.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    514.1
    
    Due Organization and Qualification; Subsidiaries
    
    
    514.2
    
    Due Authorization; No Conflict
    
    
    524.3
    
    Governmental Consents
    
    
    524.4
    
    Binding Obligations; Perfected Liens
    
    
    524.5
    
    Title to Assets; No Encumbrances
    
    
    534.6
    
    Jurisdiction of Organization; Location of Chief Executive
Office; Organizational Identification Number; Commercial Tort
Claims
    
    
    534.7
    
    Litigation
    
    
    534.8
    
    Compliance with Laws
    
    
    544.9
    
    No Material Adverse Change
    
    
    544.10
    
    Fraudulent Transfer
    
    
    544.11
    
    Employee Benefits
    
    
    544.12
    
    Environmental Condition
    
    
    564.13
    
    Intellectual Property
    
    
    564.14
    
    Leases
    
    
    574.15
    
    Deposit Accounts and Securities Accounts
    
    
    57
 -2-




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##### 



TABLE OF CONTENTS
 Page4.16
    
    Complete Disclosure
    
    
    574.17
    
    Material Contracts
    
    
    574.18
    
    Patriot Act
    
    
    584.19
    
    Indebtedness
    
    
    584.20
    
    Payment of Taxes
    
    
    584.21
    
    Margin Stock
    
    
    584.22
    
    Governmental Regulation
    
    
    584.23
    
    OFAC
    
    
    594.24
    
    Employee and Labor Matters
    
    
    594.25
    
    Parent as a Holding Company
    
    
    594.26
    
    Eligible Accounts
    
    
    594.27
    
    Eligible Inventory
    
    
    604.28
    
    Locations of Inventory and Equipment
    
    
    604.29
    
    Inventory Records
    
    
    604.30
    
    Senior Indebtedness
    
    
    604.31
    
    Registration of UK Establishment
    
    
    604.32
    
    Fiscal Year
    
    
    605.
    
    AFFIRMATIVE COVENANTS
    
    
    605.1
    
    Financial Statements, Reports, Certificates
    
    
    605.2
    
    Collateral Reporting
    
    
    615.3
    
    Existence
    
    
    615.4
    
    Maintenance of Properties
    
    
    615.5
    
    Taxes
    
    
    615.6
    
    Insurance
    
    
    61
 -3-




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##### 



TABLE OF CONTENTS
 Page5.7
    
    Inspection; Audits
    
    
    625.8
    
    Compliance with Laws
    
    
    625.9
    
    Environmental
    
    
    625.10
    
    Disclosure Updates
    
    
    635.11
    
    Formation of Subsidiaries; Additional Real Property
    
    
    635.12
    
    Further Assurances
    
    
    655.13
    
    Lender Meetings
    
    
    665.14
    
    Material Contracts
    
    
    665.15
    
    Location of Inventory and Equipment
    
    
    665.16
    
    [Reserved]
    
    
    665.17
    
    ERISA
    
    
    665.18
    
    Deposit Accounts and Securities Accounts
    
    
    685.19
    
    Leases
    
    
    695.20
    
    Center of Main Interests
    
    
    696.
    
    NEGATIVE COVENANTS
    
    
    696.1
    
    Indebtedness
    
    
    696.2
    
    Liens
    
    
    696.3
    
    Restrictions on Fundamental Changes
    
    
    696.4
    
    Disposal of Assets
    
    
    706.5
    
    Change Name
    
    
    716.6
    
    Nature of Business
    
    
    716.7
    
    Prepayments and Amendments
    
    
    716.8
    
    [Reserved]
    
    
    726.9
    
    Restricted Junior Payments
    
    
    72
 -4-




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##### 



TABLE OF CONTENTS
 Page6.10
    
    Accounting Methods
    
    
    746.11
    
    Investments; Controlled Investments
    
    
    746.12
    
    Transactions with Affiliates
    
    
    746.13
    
    Use of Proceeds
    
    
    756.14
    
    Limitation on Issuance of Stock
    
    
    766.15
    
    Parent as Holding Company
    
    
    767.
    
    FINANCIAL COVENANTS
    
    
    768.
    
    EVENTS OF DEFAULT
    
    
    779.
    
    RIGHTS AND REMEDIES
    
    
    809.1
    
    Rights and Remedies
    
    
    809.2
    
    Remedies Cumulative
    
    
    8110.
    
    WAIVERS; INDEMNIFICATION
    
    
    8110.1
    
    Demand; Protest; etc
    
    
    8110.2
    
    The Lender Groups Liability for Collateral
    
    
    8110.3
    
    Indemnification
    
    
    8111.
    
    NOTICES
    
    
    8212.
    
    CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER
    
    
    8413.
    
    ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS
    
    
    8513.1
    
    Assignments and Participations
    
    
    8513.2
    
    Successors
    
    
    8814.
    
    AMENDMENTS; WAIVERS
    
    
    8914.1
    
    Amendments and Waivers
    
    
    8914.2
    
    Replacement of Certain Lenders
    
    
    9114.3
    
    No Waivers; Cumulative Remedies
    
    
    91
 -5-




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##### 



TABLE OF CONTENTS
 Page15.
    
    AGENT; THE LENDER GROUP
    
    
    9215.1
    
    Appointment and Authorization of Agent
    
    
    9215.2
    
    Delegation of Duties
    
    
    9315.3
    
    Liability of Agent
    
    
    9315.4
    
    Reliance by Agent
    
    
    9315.5
    
    Notice of Default or Event of Default
    
    
    9415.6
    
    Credit Decision
    
    
    9415.7
    
    Costs and Expenses; Indemnification
    
    
    9515.8
    
    Agent in Individual Capacity
    
    
    9515.9
    
    Successor Agent
    
    
    9615.10
    
    Lender in Individual Capacity
    
    
    9615.11
    
    Collateral Matters
    
    
    9715.12
    
    Restrictions on Actions by Lenders; Sharing of Payments
    
    
    9815.13
    
    Agency for Perfection
    
    
    9915.14
    
    Payments by Agent to the Lenders
    
    
    9915.15
    
    Concerning the Collateral and Related Loan Documents
    
    
    9915.16
    
    Audits and Examination Reports; Confidentiality; Disclaimers by
Lenders; Other Reports and Information
    
    
    9915.17
    
    Several Obligations; No Liability
    
    
    10015.18
    
    Intercreditor Arrangements
    
    
    10116.
    
    WITHHOLDING TAXES
    
    
    10116.1
    
    Non-United Kingdom Tax Matters
    
    
    10116.2
    
    United Kingdom Tax Matters
    
    
    10417.
    
    GENERAL PROVISIONS
    
    
    11017.1
    
    Effectiveness
    
    
    110
 -6-




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##### 



TABLE OF CONTENTS
 Page17.2
    
    Section Headings
    
    
    11017.3
    
    Interpretation
    
    
    11017.4
    
    Severability of Provisions
    
    
    11017.5
    
    Bank Product Providers
    
    
    11017.6
    
    Debtor-Creditor Relationship
    
    
    11117.7
    
    Counterparts; Electronic Execution
    
    
    11117.8
    
    Revival and Reinstatement of Obligations
    
    
    11117.9
    
    Confidentiality
    
    
    11217.10
    
    Lender Group Expenses
    
    
    11317.11
    
    Survival
    
    
    11317.12
    
    Patriot Act
    
    
    11317.13
    
    Integration
    
    
    11317.14
    
    The Company as Agent for US Borrowers; Jiffy
Packaging Company Limited as Agent for UK
Borrowers
    
    
    11417.15
    
    Judgment Currency
    
    
    114
 -7-




---



##### 



EXHIBITS AND SCHEDULES
 Exhibit A-1
    
    Form of Assignment and AcceptanceExhibit B-1
    
    Form of Borrowing Base Certificate (US)Exhibit B-2
    
    Form of Borrowing Base Certificate (UK)Exhibit C-1
    
    Form of Compliance CertificateExhibit D
    
    Form of Collateral Access AgreementExhibit J-1
    
    US Joinder AgreementExhibit J-2
    
    Foreign Joinder AgreementExhibit L-1
    
    Form of LIBOR NoticeSchedule A-1
    
    Agents Applicable AccountSchedule A-2
    
    Authorized PersonsSchedule C-1
    
    Revolver CommitmentsSchedule D-1
    
    Designated AccountSchedule E-1
    
    Eligible Inventory LocationsSchedule P-1
    
    Permitted InvestmentsSchedule P-2
    
    Permitted LiensSchedule R-1
    
    Real Property CollateralSchedule 1.1
    
    DefinitionsSchedule 1.1A
    
    Mandatory CostSchedule 2.15(a)
    
    Cash Management BanksSchedule 3.1
    
    Conditions PrecedentSchedule 3.1A
    
    Foreign Security DocumentsSchedule 3.6
    
    Conditions SubsequentSchedule 4.1(b)
    
    Capitalization of BorrowersSchedule 4.1(c)
    
    Capitalization of Parents SubsidiariesSchedule 4.6(a)
    
    States of OrganizationSchedule 4.6(b)
    
    Chief Executive OfficesSchedule 4.6(c)
    
    Organizational Identification NumbersSchedule 4.6(d)
    
    Commercial Tort ClaimsSchedule 4.7(b)
    
    LitigationSchedule 4.11
    
    ERISASchedule 4.13
    
    Intellectual PropertySchedule 4.15
    
    Deposit Accounts and Securities AccountsSchedule 4.17
    
    Material ContractsSchedule 4.19
    
    Permitted IndebtednessSchedule 4.28
    
    Locations of Inventory and EquipmentSchedule 5.1
    
    Financial Statements, Reports, CertificatesSchedule 5.2
    
    Collateral ReportingSchedule 6.6
    
    Nature of Business




---



##### 



CREDIT AGREEMENT
 THIS CREDIT AGREEMENT Agreement Lender WELLS FARGO CAPITAL FINANCE, LLC Agent PREGIS HOLDING II CORPORATION Parent PREGIS CORPORATION Company US Borrower US Borrowers UK Borrower UK Borrowers Borrower Borrowers
  DEFINITIONS AND CONSTRUCTION.
 Definitions
 Accounting Terms provided however Sections 5 6 7




---



##### 



Code provided however
 Construction
 2




---



##### 



Schedules and Exhibits
 Exchange Rates; Currency Equivalents; Applicable Currency
     LOANS AND TERMS OF PAYMENT.
 Revolver Advances
 3




---



##### 



less less
 less less less
     Section 2.1(a)
 Section 2.1
 4




---



##### 



Section 2.1 provided
 Section 2.1 provided
 5




---



##### 



clause (i) (ii)
 The Permitted Overadvance Amount .
 Section 2.4(f)(ii)
 Section 5.2 Schedule 5.2
   6




---



##### 



Borrowing Procedures and Settlements
 Procedure for Borrowing
 Section 2.3(b) provided however
  7




---



##### 



Section
2.12
 Making of Swing Loans.
 Section 2.3(a)(i) Section 2.3(a)(i) Section
2.3(b)(i) US Swing Loan US Swing Loans Section 3 Section 2.3(d)(iii)
 8




---



##### 



Section 3 Section 3
 Section 2.3(a)(ii) Section 2.3(a)(ii) Section
2.3(b)(ii) UK Swing Loan UK Swing Loans Section 3 Section 2.3(d)(iii) Section
3 Section 3
 Making of Loans.
 Section 2.3(a)
 9




---



##### 



provided however Section 2.3(d)(iii) Section 3
 Section 2.3(a) provided however Section 2.3(d)(iii) Section 3
  10




---



##### 



Protective Advances and Optional Overadvances
 Section 3
 11




---



##### 



Section 9 Section 2.3(d)(i) US Protective Advances
 Section 3 Section 9 Section 2.3(d)(ii) UK Protective Advances
 Section 2.3(e) Section 2.3(g) Section 2.3(d)(iii)
 12




---



##### 



Section 2.3(d)
 Section
2.4(b)
 Settlement
 Settlement Settlement Date Section 2.3(g)
 13




---



##### 



14




---



##### 



provided
 Section 2.3(g)
 Section 2.3(e)
 15




---



##### 



Section 2.3(g)
 Notation
 Defaulting Lenders
 Defaulting Lender Waterfall Section 2.4(b)(ii) Section 2.4(b)(iii) Section 2.3(g)(i)
 Certain Fees Sections 2.6(b) or 2.10 Section 2.6(b) clause (iii) provided however Section 2.6(b)
 16




---



##### 



Reallocation of Participations to Reduce Fronting Exposure Section 3.2
 Cash Collateral
 Waivers and Amendments Section
2.10(b) provided however Section 14.1(a)(i) (iii)
 Defaulting Lender Cure Section 2.3(g) Section 2.3(g) Section 2.3(g)
 17




---



##### 



provided however
 Conflict Section 2.3(g) Section 2.3(g)
 Independent Obligations
 Payments; Reductions of Revolver Commitments; Prepayments
 Payments by Borrowers
  18




---



##### 



Apportionment and Application
 Section 2.4(b)(v) Section 2.4(d) Section 2.4(d)(ii) Section 2.4(b)(v) Section 2.4(b)(v)
  first
 second
 19




---



##### 



third
 fourth
 fifth
 sixth
 seventh
 eighth
 ninth
 tenth Section 2.4(b)(ii)
 eleventh
 twelfth
 thirteenth Section 2.4(b)(iii)
 fourteenth
 20




---



##### 



first
 second
 third
 fourth
 fifth
 sixth
 seventh
 eighth
 ninth
 tenth Section 2.4(b)(iii)
 eleventh
 21




---



##### 



twelfth
 thirteenth
 Section 2.3(e)
 Section 2.4(b)(i)
  Section 2.4(b)
 Section
2.4 Section 2.3(g) Section 2.4 Section 2.3(g) Section
2.4
 Reduction of Revolver Commitments plus Section 2.3(a) plus Section
2.11(a)
 22




---



##### 



Section 2.17
 Optional Prepayments
 Section 2.4(d)(ii) below
  Mandatory Prepayments; Maximum Revolver Amount
 Borrowing Base.
 minus US Facility Excess
 minus UK Facility Excess
 Section 2.4(g) Section 2.5 Section 2.4(f)(i)
 Dispositions
 23




---



##### 



Section 2.4(f)(ii) provided, Section
5.2 Schedule 5.2
 Application of Payments
 Section 2.4(e)(i) first second first second Section 2.4(b)(ii) Section
2.4(b)(iii)
 Section 2.4(e)(ii)
 first second first provided, second
 24




---



##### 



first, second first, provided, second
 Section 2.4(f) Section
2.4(b)(ii) Section 2.4(b)(iii)
 Currency Fluctuation Section 2.4(f)(i)
 Overadvances Section 2.1 Section 2.11 Section 2.1 Section 2.4(e)(i) Section 2.11 US Overadvance Section 2.4(b) Section 2.1 Section
2.11 Section 2.1 Section
2.4(e)(i) Section 2.11 UK Overadvance Overadvances Section
2.4(g)
 25




---



##### 



Section 2.4(b) provided however Section 8.1(a)
 Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations
 Interest Rates Section 2.6(c)
     Letter of Credit Fee Section 2.11(e)
 Default Rate
  Section 2.6(b)
 26




---



##### 



Payment Section 2.10 Section 2.12(a) Section 2.12(a) Section 2.11(e) Section 2.10
 Computation provided
 Intent to Limit Charges to Maximum Lawful Rate provided however
 27




---



##### 



ipso facto
 Crediting Payments
 Designated Account Section 2.6(d)
 Maintenance of Loan Accounts; Statements of Obligations Loan Accounts Section 2.6(d) provided Section 2.7
 28




---



##### 



Fees
  Unused Line Fee
 Letters of Credit
 Section 2.3(g)(iii)
 29




---



##### 



Section 2.3(g)(iv)
 less less
 less less less
   Section 2.11(a)
 Section
3 Section
3
 30




---



##### 



Section
2.11(b)
 Section 2.11(a) Section 2.11(a) Section
2.11(a) Section 2.11(b) Section
3
 Section 16 provided however
 31




---



##### 



32




---



##### 



Section 16
   provided however Section
2.11(f) provided further however Section 2.11(f)
 LIBOR Option
 33




---



##### 



Interest and Interest Payment Dates Section 2.12(b) LIBOR Option
 LIBOR Election
 LIBOR Deadline
  34




---



##### 



Funding Losses Section 2.12
 least
 Conversion provided however Section 2.4(b) Section
2.12(b)(ii)
 Special Provisions Applicable to LIBOR Rate
 Section
16
 35




---



##### 



Section 2.12(b)(ii)
  No Requirement of Matched Funding
 Capital Requirements
  36




---



##### 



provided provided further
 Section
2.12(d)(i) Section 2.13(a) Section
2.12(d)(ii) Section 16 Affected Lender Section 2.12(d)(i) Section 2.13(a) Section 16 Section
2.12(d)(i) Section 2.13(a) Section 2.12(d)(i) Section
2.13(a) Section 2.12(d)(i) Section 2.13(a) Replacement Lender
 37




---



##### 



Liability Among Loan Parties
 Obligations of the UK Loan Parties.
 Joint and Several Liability of Borrowers Section 2.14(a)
  Section 2.14(b)
 38




---



##### 



Section 2.14(b)
  Section 2.14(b) Section 2.14(b)(iv)
 Section 2.14(b)
 39




---



##### 



Section 2.14(b) Section 2.14(b) Section 2.14(b)
  Section 2.14(b) Section 2.14(b) Section 2.14(b)
  40




---



##### 



Section
2.4(b)
 Parallel Debt
 Parallel Debt Underlying Secured Debt
     Cash Management .
 Cash Management Accounts. Section 3.6
 41




---



##### 



US Cash Management Accounts Schedule 2.15(a) US Cash Management Bank US Cash
Management Account
 Foreign Cash Management Accounts Schedule 2.15(a) Foreign Cash
Management Bank Cash Management
Bank Foreign Cash Management Account Cash Management Account
 Cash Management Modifications Schedule 2.15(a) provided however
 Cash Dominion. Section 3.6 US Dominion Account
 42




---



##### 



Foreign Dominion
Account Dominion Accounts
  UK Cash Dominion Arrangements (England and Wales) English Loan Party
 Pre-executed Charge Section 2.15(d)
  Section 2.15(d)(ii)
   43




---



##### 



UK Cash Dominion Arrangements (Scotland)
 Section 2.15(e)(v)
  Section 2.15(e)(ii)
   Cash Dominion Termination. provided further provided further
 44




---



##### 



Circumstances Affecting Euro or Sterling Availability
 Euro
Advances Euro Letters of Credit Euro Extensions provided
 45




---



##### 



Sterling
Advances Sterling Letters of Credit Sterling Extensions provided
 Increase in Maximum Revolver Amount
 Request for Increase Section 2.17 Section 3.2 provided Additional Revolver Commitment Notice Additional Revolver Commitment Amount
 Lender Elections to Increase Existing Increasing Lender provided
 46




---



##### 



provided further
 Notification by Agent; Additional Lenders New Increasing Lenders Increasing Lenders provided
 Closing Date and Allocations Increase Closing Date
 Conditions to Effectiveness of Increase Increase Closing Date
  47




---



##### 



Section 3.2
       Miscellaneous
 48




---



##### 



Section 2.12
 CONDITIONS; TERM OF AGREEMENT.
 Conditions Precedent to the Initial Extension of Credit Schedule 3.1
 Conditions Precedent to all Extensions of Credit
     49




---



##### 



Maturity Section 6.1 Maturity
Date
 Effect of Maturity
 Early Termination by Borrowers
 Conditions Subsequent Schedule 3.6
 50




---



##### 



REPRESENTATIONS AND WARRANTIES.
  Due Organization and Qualification; Subsidiaries
  Schedule 4.1(b) Schedule 4.1(b)
 Schedule 4.1(c)
 Schedule 4.1(c)
 51




---



##### 



Due Authorization; No Conflict
   Governmental Consents
 Binding Obligations; Perfected Liens
  52




---



##### 



Section 6.11 Sections 3.6 5.18
 Title to Assets; No Encumbrances Section 5.1
 Jurisdiction of Organization; Location of Chief Executive Office; Organizational
Identification Number; Commercial Tort Claims
 Schedule
4.6(a)
 Schedule 4.6(b)
 Schedule 4.6(c)
 Schedule
4.6(d)
 Litigation
  53




---



##### 



Schedule 4.7(b)
 Compliance with Laws
 No Material Adverse Change
 Fraudulent Transfer
    Employee Benefits
 Schedule 4.11
 54




---



##### 



Schedule 4.11 Schedule 4.11 Schedule 4.11 Schedule 4.11 Schedule 4.11 Schedule 4.11
 55




---



##### 



Environmental Condition
 Intellectual Property Schedule 4.13 provided however Schedule 4.13 Section 5.1
 56




---



##### 



Leases
 Deposit Accounts and Securities Accounts Schedule 4.15
 Complete Disclosure
 Material Contracts Schedule 4.17 Section
5.1 provided however Schedule
4.17
 57




---



##### 



Section 6.7(b)
 Patriot Act Patriot Act
 Indebtedness Schedule 4.19
 Payment of Taxes Section 5.5
 Margin Stock
 Governmental Regulation
 58




---



##### 



OFAC
 Employee and Labor Matters
 Parent as a Holding Company
 Eligible Accounts
 59




---



##### 



Eligible Inventory
 Locations of Inventory and Equipment Schedule 4.28 Section 5.15
 Inventory Records
 Senior Indebtedness .
 Registration of UK Establishment.
 Fiscal Year
 AFFIRMATIVE COVENANTS.
  Financial Statements, Reports, Certificates Schedule
5.1
 60




---



##### 



Collateral Reporting Schedule 5.2
 Existence Section 6.3 Section
6.4 provided however
 Maintenance of Properties
 Taxes
 Insurance
 61




---



##### 



Inspection; Audits provided provided
 Compliance with Laws
 Environmental
  62




---



##### 



Disclosure Updates Section 5.1
 Formation of Subsidiaries; Additional Real Property
 Additional US Loan Parties Section 5.11(c) Schedule 3.1 Schedule 3.6
 63




---



##### 



Section
5.11(a) provided
 Additional UK Loan Parties Schedule
3.1 Schedule 3.6 Section 5.11(b)
 64




---



##### 



Additional Real Property Collateral Section
5.11(a) Section 5.11(b) Schedule 3.6
 Generally
 Further Assurances Additional Documents
 65




---



##### 



Section 5.11 provided
 Lender Meetings
 Material Contracts Section 5.1
 Location of Inventory and Equipment Schedule 4.28 Schedule E-1 Schedule 4.6(b) provided however Schedule E-1 Schedule 4.28 Schedule 4.6(b)
 [Reserved]
 ERISA
 66




---



##### 



Schedule 4.11
 67




---



##### 



Section 5.17
 Deposit Accounts and Securities Accounts
 Section 2.15 Section 6.11
 Section 2.15 Section
6.11
 68




---



##### 



Leases
 Center of Main Interests
 NEGATIVE COVENANTS.
  Indebtedness provided however
 Liens
 Restrictions on Fundamental Changes
    69




---



##### 



provided Section 6.3
 Section 6.4
 Disposal of Assets Sections 6.3 6.11
 70




---



##### 



provided however provided Section 2.4(e)(ii) Section 5.2 Schedule 5.2 provided
 Change Name provided however
 Nature of Business Schedule 6.6 provided however
 Prepayments and Amendments
 Section 6.1
 71




---



##### 



Equity Contribution
  provided
  clauses (c), (h),
(j) (k)
   Reserved
 Restricted Junior Payments provided however
 72




---



##### 



provided however
 provided
 Section 6.12
 Tax
Payments provided provided further
 73




---



##### 



.
  Accounting Methods
 Investments; Controlled Investments
  Section 6.11(b)
(i) (ii) (iii)
  Transactions with Affiliates
   74




---



##### 



Section 6.3 Section 6.9
 provided subclause (x) Section 6.12(f)
 Use of Proceeds
 75




---



##### 



Limitation on Issuance of Stock
 Parent as Holding Company
 FINANCIAL COVENANTS.
  Fixed Charge Coverage Ratio. FCCR Trigger Event provided Section 7
 76




---



##### 



EVENTS OF DEFAULT.
 Event of Default
   Sections 3.6, 5.3 5.6 Sections 6.1 6.15 Section 7 Section 6
 Sections 5.1 5.2 5.3
 Sections 5.3 5.4 5.5 5.7 5.8 5.11 5.12 5.13, 5.14 5.15 5.18, 5.19 5.20
 Section 8 Section 8
 77




---



##### 



78




---



##### 



79




---



##### 



Section
8.12 Section 8.12 provided Schedule 4.11 Schedule
4.11 Section 8.12 provided further
  RIGHTS AND REMEDIES.
 Rights and Remedies
    80




---



##### 



Section 8.4 Section 8.5 Section 8.6
 Remedies Cumulative
 WAIVERS; INDEMNIFICATION.
 Demand; Protest; etc
 The Lender Groups Liability for Collateral
 Indemnification Indemnified
Person
 81




---



##### 



provided however Section 16 Indemnified Liabilities Section 10.3 WITHOUT LIMITATION, THE FOREGOING INDEMNITY
SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN
PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF
ANY OTHER PERSON.
 NOTICES .
  If to Borrowers:
    
    Pregis Corporation1650 Lake Cook Road, Ste 400
 82




---



##### 



Deerfield, Illinois 60015Attn.: D. Keith LaVanway (Keith Lavanway)Tel No: (847) 597 9353E-Mail: klavanway@pregis.comwith copies to:
    
    Fried, Frank, Harris, Shriver & Jacobson LLPOne New York PlazaNew York, New York 10004Attn.: Emil Buchman, Esq.Fax No.: (212) 859-4000If to Agent:
    
    WELLS FARGO CAPITAL FINANCE, LLC150 S. Wacker Drive Suite 2200Chicago, IL 60606-4204Attn: Barry FelkerFax No.: (312) 332-0424If to Issuing Lender:
    
    WELLS FARGO BANK, National Associationc/o Wells Fargo Capital Finance, LLC150 S. Wacker Drive Suite 2200Chicago, IL 60606-4204Attn: Barry FelkerFax No.: (312) 332-0424In each case, with :
    
    Schulte Roth & Zabel LLPcopies to:
    
    919 Third AvenueNew York, New York 10022Attn.: Frederic Ragucci, Esq.Fax No.: 212-593-5955
 Section 11 provided
 83




---



##### 



CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.
 THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO
THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND
THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO
SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPALS THEREOF THAT WOULD REQUIRE THE
APPLICATION OF LAWS OF ANOTHER JURISDICTION.
 THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW
YORK; PROVIDED , HOWEVER , THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL
OR OTHER PROPERTY MAY BE BROUGHT, AT AGENTS OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT
ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH BORROWER
AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT
EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS SECTION 12(b) .
 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF PARENT AND EACH BORROWER AND
EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS,
AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH OF PARENT AND EACH BORROWER AND EACH MEMBER OF
THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF
LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
 84




---



##### 



EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF
NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN
PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
 ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.
 Assignments and Participations
 provided Assignee provided however Assignee provided however Section 13.1(b)
 85




---



##### 



Section 10.3 provided however Section 15 Section 17.9(a)
  Section 13.1(b)
 86




---



##### 



Participant provided however Originating Lender provided however
 Section 17.9
 87




---



##### 



Register Registered Loan
 Participant Register
  Successors provided however
 88




---



##### 



ab initio Section
13.1 Section 13.1
 AMENDMENTS; WAIVERS.
 Amendments and Waivers
 provided however
 Section 2.4(c) Section 2.17
  Section 2.6(c)
  Section 15.11 Section
15.11
   89




---



##### 



Section 2.2 Section
2.4(b)(i) Section 2.4(d)(ii) (f) Section 2.17
 Section 13.1(a)
 Section 2.1(c) Section 2.1(d)
 Section 15
   Section 14.1
 90




---



##### 



Section 14.1(a)(i) (iii)
 Replacement of Certain Lenders
 Section
16 Holdout Lender Tax Lender
 Section 13.1
 No Waivers; Cumulative Remedies
 91




---



##### 



AGENT; THE LENDER GROUP.
 Appointment and Authorization of Agent Section 15
 92




---



##### 



Delegation of Duties
 Liability of Agent
 Reliance by Agent
 93




---



##### 



Notice of Default or Event of Default Section 15.4 Section 9 provided however
 Credit Decision
 94




---



##### 



Costs and Expenses; Indemnification provided however
 Agent in Individual Capacity
 95




---



##### 



Successor Agent Section 15
 Lender in Individual Capacity
 96




---



##### 



Collateral Matters
 Section 6.4 Section 2.2(d)
 97




---



##### 



Section 15.11 provided however
  Restrictions on Actions by Lenders; Sharing of Payments
  98




---



##### 



provided however
 Agency for Perfection
 Payments by Agent to the Lenders
 Concerning the Collateral and Related Loan Documents
 Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other
Reports and Information
 99




---



##### 



Report
   Section 17.9
   Several Obligations; No Liability
 100




---



##### 



Section 15.7
 Intercreditor Arrangements .
 Existing Intercreditor Agreement
 New Notes Priority Collateral
 WITHHOLDING TAXES.
 Non-United Kingdom Tax Matters.
 Section
16.1(a)
 101




---



##### 



Section
16.1(a) provided however
      Section 16.1(c)
  102




---



##### 



provided however Section 16.1(d)
 Section 16.1(c) 16.1(d) Section 16.1(c) 16.1(d) Section 16.1 Section 16.1
 Section 16.1(c) 16.1(d)
 103




---



##### 



Section 16.1
 Section 16.1 Section 16.1 Section 16.1
  United Kingdom Tax Matters.
 104




---



##### 



Section 16.2 Relevant Borrower
 Tax gross-up
          105




---



##### 



HMRC DT Treaty Passport scheme confirmation HMRC DT Treaty
Passport scheme confirmation
  106




---



##### 



HMRC DT Treaty Passport scheme confirmation),
 Tax indemnity
        Section 16.2(b)(iii) Tax
gross-up
 107




---



##### 



Section16.2(b)(iii) Tax gross-up Section
16.2(b)(iv) Tax gross-up
 Section 16.2(c)(i)
  Tax Credit
    Lender Status Confirmation New Lender
    Section 16.2(e) Section
16.2
 HMRC DT Treaty Passport Scheme Confirmation
  108




---



##### 



Stamp Taxes
 Value Added Tax
    Section 16.2(f)
 109




---



##### 



GENERAL PROVISIONS.
 Effectiveness
 Section Headings
 Interpretation
 Severability of Provisions
 Bank Product Providers Section 17.5
 110




---



##### 



Debtor-Creditor Relationship
 Counterparts; Electronic Execution
 Revival and Reinstatement of Obligations Voidable Transfer
 111




---



##### 



Confidentiality
 Confidential
Information Lender Group Representatives Section 17.9
 112




---



##### 



Lender Group Expenses Section 17.10
 Survival
 Patriot Act
 Integration
 113




---



##### 



The Company as Agent for US Borrowers; Jiffy Packaging Company Limited as Agent for
UK Borrowers US Administrative Borrower UK Administrative Borrower Administrative
Borrower Section
17.14
 Judgment Currency Judgment Currency
 114




---



##### 



Agreement Currency
  115




---



##### 



US BORROWERS
PREGIS CORPORATION, a DelawarecorporationBy:Name:Title:PREGIS INNOVATIVE PACKAGING INC., a Delaware
corporationBy:Name:Title:PREGIS INTELLIPACK CORP., a Delaware
corporationBy:Name:Title:HEXACOMB CORPORATION, an Illinois corporationBy:Name:Title:UK BORROWERS
AMBASSADOR PACKAGING LIMITED, a company
incorporated under the laws of England and
WalesBy:Name:Title:




---



##### 



JIFFY PACKAGING COMPANY LIMITED, a company
incorporated under the laws of England and
WalesBy:Name:Title:PREGIS RIGID PACKAGING LIMITED, a company
incorporated under the laws of ScotlandBy:Name:Title: Signature ofWitness:Name:Address: PARENT
PREGIS HOLDING II CORPORATION, a Delaware
corporationBy:Name:Title:AGENT:
WELLS FARGO CAPITAL FINANCE, LLC, a Delaware
limited liability company, as AgentBy:Name:Title:




---



##### 



LENDERS:
WELLS FARGO BANK, National Association, a
national banking association, as a LenderBy:Name:Title:
    Its Authorized Signatory




---



##### 



Schedule A-1
 Agents Applicable Account
 All US Obligations denominated in Dollars
 
 
 All UK Obligations and US Obligations denominated in Euros and Sterling
 
  
 
 loanadmin.london@wellsfargo.com
 Currency
    
    BANK NAME
    
    SWIFT CODE
    
    ACCOUNT NUMBEREUROS
    
    LLOYDS BANK
LONDON
    
    LOYDGB2LXXX
    
    59023107
IBAN -
GB63LOYD30963459023107




---



##### 



Currency
    
    BANK NAME
    
    SWIFT CODE
    
    ACCOUNT NUMBERSterling (GBP)
    
    ROYAL BANK OF
SCOTLAND
LONDON
    
    RBS SC:16-00-34
    
    12251333
IBAN 
GB66RBOS16003412251333ORDirect SC:16-56-71
    
    No account numberUS Dollars
    
    WELLS FARGO NA
NEW YORK
    
    PNBPUS3NNYC
    
    2000193507214
ABA 026005092
 2




---



##### 



Schedule C-1
 Revolver Commitments
 Lender
    
    Revolver Commitment
    
    Total CommitmentWells Fargo Bank, National
Association
    
    $
    75,000,000
    
    
    $
    75,000,000All Lenders
    
    $
    75,000,000
    
    
    $
    75,000,000
 Applicable Designees
 LenderHM Revenue & CustomsDouble Taxation TreatyLender
    
    Passport Scheme No.:
    
    Applicable DesigneeWells Fargo Bank,
National Association
    
    13/W/61173/DTTP
Valid through July 5, 2015
    
    Wells Fargo Bank,
National Association
(London Branch)




---



##### 



Schedule 1.1
  ABL Priority Collateral
 Account
 Account Debtor
 Accounting Changes
 Acquired Indebtedness provided however
 Acquisition
 Additional Documents Section 5.12
 Administrative Borrower Section 17.14
 Advances
 Affected Lender Section 2.13(b)
 Affiliate




---



##### 



provided however Section 6.12
 Agent
 Agent-Related Persons
 Agents Applicable Account Schedule A-1
 Agents Liens
 Agreement Schedule 1.1
 Agreement Currency Section 17.15
 Applicable Borrower
 Applicable Designee Schedule C-1
 Applicable Margin
 2




---



##### 



Section 2.6(b) Section 5.1 Excess Availability Calculation provided however
 ApplicableMargin in
    
    Applicablerespect of
    
    Margin in
    
    Applicable MarginAverage Quarterly
    
    LIBOR Rate
    
    respect of Base
    
    in respect ofLevel
    
    Excess Availability
    
    Loans
    
    Rate Loans
    
    Unused Line FeesI
    
    £ $30,000,000
    
    
    3.00
    %
    
    
    2.00
    %
    
    
    0.625
    %II
    
    3$30,000,000 and
£ $60,000,000
    
    
    2.75
    %
    
    
    1.75
    %
    
    
    0.50
    %III
    
    > 60,000,000
    
    
    2.50
    %
    
    
    1.50
    %
    
    
    0.375
    %
 Section
5.1 provided however Section 5.1 Margin Period
 Application Event
 3




---



##### 



Section 2.4(b)(ii) Section 2.4(b)(iii)
 Assignee Section 13.1(a)
 Assignment and Acceptance Exhibit A-1
 Authorized Person Schedule
A-2
 Availability
 Average Quarterly Excess Availability
 Bank Product
 Bank Product Agreements
 Bank Product Collateralization
 Bank Product Obligations
 Bank Product Provider
 Bank Product Reserve Amount
 4




---



##### 



Bankruptcy Code
 Base Rate 1 2
 Base Rate Loan
 Board of Directors
 Borrower Borrowers
 Borrowing
 Borrowing Base
 Borrowing Base Certificate Exhibit B-1 Exhibit B-2.
 Business Day
 Capital Expenditures
 Capitalized Lease Obligation
 Capital Lease
 5




---



##### 



Cash Collateralize Cash Collateralization
 Cash Dominion Event provided Section 6.4
 Cash Dominion Period Section 2.15(b), Section
2.15(f)
 Cash Equivalents S&P Moodys
 6




---



##### 



Cash Management Account Section
2.15(a)(ii)
 Cash Management Bank Section
2.15(a)(ii)
 Cash Management Services
 CFC
 Change of Control
 Closing Date
 7




---



##### 



Code
 Collateral
 Collateral Access Agreement Exhibit
D
 Collections all
 Company
 Compliance Certificate Exhibit
C-1
 Confidential Information Section
17.9(a)
 Consolidated Net Income provided
     8




---



##### 



Consolidated Parties
 Continuing Director
 Control Agreement
 Control Investment Affiliates
 Copyright Security Agreement
 9




---



##### 



CTA
 Daily Balance
 Default
 Defaulting Lender
 Defaulting Lender Rate
 Deposit Account
 Designated Account
 10




---



##### 



Designated Account Bank Schedule D-1
 Dollar Equivalent
 Dollars $
 EBITDA
   provided
      11




---



##### 



pro forma pro forma pro forma pro forma
 Eligible Accounts
 Eligible Inventory
 Eligible UK Accounts
 12




---



##### 



provided however Section 2.1(d)
         13




---



##### 



provided however
        14




---



##### 



Eligible UK In-Transit Inventory Schedule E-1 Section 5.15 Schedule E-1 Section 5.15
 Eligible UK Inventory
 Eligible UK Landed Inventory provided however Section 2.1(d)
   15




---



##### 



Schedule E-1 Section 5.15
        Eligible US Accounts provided however Section
2.1(d)
  16




---



##### 



provided however
 17




---



##### 



Eligible US In-Transit Inventory Schedule E-1 Section 5.15 Schedule
E-1 Section 5.15
 18




---



##### 



Eligible US Inventory
 Eligible US Landed Inventory provided however Section 2.1(d)
   Schedule E-1 Section 5.15
      19




---



##### 



EMU
 EMU Legislation
 Environmental Action
 Environmental Law
 Environmental Liabilities
 20




---



##### 



Environmental Lien
 Equipment
 Equity Contribution Section 6.7(a)(i)
 Equity Sponsor
 ERISA
 ERISA Affiliate
 Euro 
 Euro Advances Section 2.16(a)
 Euro Equivalent
 Euro Extensions Section 2.16(a)
 Euro Letters of Credit Section 2.16(a)
 Event of Default Section 8
 Excess Availability
 Excess Availability Calculation
 21




---



##### 



Exchange Act
 Excluded Property
        Excluded Subsidiary Schedule 4.1(c) Schedule 4.1(c) provided
 22




---



##### 



Existing Credit Agreement
 Existing Credit Facility
 Existing Intercreditor Agreement
 Existing Notes
 Existing Senior Secured Notes
 Existing Senior Secured Notes Indenture
 Existing Senior Subordinated Notes
 Existing Senior Subordinated Notes Indenture
 Facility Office
 FATCA
 23




---



##### 



FCCR Trigger Event Section 7(a)
 FCCR Trigger Period
 Federal Funds Rate
 Fee Letter
 Fixed Charges
 Fixed Charge Coverage Ratio
 Floating Rate
 Foreign ABL Collateral
 24




---



##### 



provided clauses (i) (ii) clause (iv) (v) (vi) clauses (i) (iii) clauses
(v) (vi) clauses (i) (iii) clauses (v) (vi) clauses (v) (vi) clauses (i) (vi)
 Foreign Cash Management Account Section
2.15(a)(ii)
 Foreign Cash Management Bank Section
2.15(a)(ii)
 Foreign Collateral
 Foreign Dominion Account Section
2.15(b)
 Foreign Guarantors Sections 3.6 and 5.11(b) provided 6.1, 6.4, 6.11 and 6.12 provided, further that Section 3.6 Section 5.11 (b)
 25




---



##### 



Foreign Guaranty
 Foreign Joinder Agreement Exhibit J-2
 Foreign Lender
 Foreign Pension Plan
 Foreign Security Documents Schedule 3.1A Section
5.11(b)
 Foreign Subsidiary
 Funding Date
 Funding Losses Section 2.12(b)(ii)
 26




---



##### 



GAAP provided however
 Governing Documents
 Governmental Authority
 Guarantors
 Guaranty
 Hazardous Materials
 Hedge Agreement
 Hedge Obligations
 Hedge Provider
 Holdout Lender Section 14.2(a)
 Indebtedness
 27




---



##### 



Indemnified Liabilities Section 10.3
 Indemnified Person Section 10.3
 Insolvency Proceeding
 28




---



##### 



Insolvency Regulation
 Intellectual Property
 Intercompany Subordination Agreement
 Intercreditor Arrangements
 Interest Expense
 Interest Period provided however
 Inventory
 Inventory Reserves
 Investment bona fide
 29




---



##### 



IRC
 Issuing Lender Section 2.11
 ITA
 Judgment Currency Section 17.15
 Law Laws
 Lender Section 13.1 Lenders provided
 Lender Group
 Lender Group Expenses
 30




---



##### 



provided clauses
(h) and (j)
 Lender Group Representatives Section
17.9
 Lender-Related Person
 Letter of Credit
 31




---



##### 



Letter of Credit Collateralization
 Letter of Credit Disbursement
 Letter of Credit Usage
 LIBOR Base Rate Service
 LIBOR Deadline Section 2.12(b)(i)
 LIBOR Notice Exhibit L-1
 LIBOR Option Section 2.12(a)
 LIBOR Rate
 LIBOR Rate
    
    =
    
    LIBOR Base Rate1.00-LIBOR Reserve Percentage
 LIBOR Rate Loan
 LIBOR Reference Rate Service
 32




---



##### 



LIBOR Reserve Percentage
 Libor Market Index Rate LIMR
 Lien
 Loan Account Section 2.9
 Loan Documents
 Loan Party provided
 33




---



##### 



6.1, 6.4, 6.11 and 6.12 provided, further that Section 3.6 Section 5.11 (b)
 Management Agreement
 Mandatory Cost Schedule 1.1A
 Margin Period
 Margin Stock
 Material Adverse Change
 Material Contract
 Maturity Date Section 3.3
 Maximum Revolver Amount Section 2.4(c) Section 2.17
 34




---



##### 



Moodys
 Mortgage Policy Schedule 3.6
 Mortgages
 Multiemployer Plan
 Net Cash Proceeds
 Net Insurance/Condemnation Proceeds
 35




---



##### 



Net Liquidation Percentage
 New Notes Priority Collateral
 New Secured Refinancing Notes
 New Secured Refinancing Notes Intercreditor Agreement
 36




---



##### 



Obligations
 OFAC
 Originating Lender Section 13.1(e)
 Overadvances
 Parallel Debt Section 2.14(c)
 Parent
 Participant Section 13.1(e)
 Participant Register Section 13.1(i)
 Participating Member State
 Patent Security Agreement
 Patriot Act Section 4.18
 Payoff Date
 PBGC
 Permitted Acquisition
   37




---



##### 



Section 7 Section 7
    de minimis
 Section 5.11 5.12
 38




---



##### 



provided however
 Permitted Discretion
 Permitted Dispositions
            39




---



##### 



Subject Permitted Acquisition
 clauses (a)
      Permitted Holders Permitted Holder
 Permitted Indebtedness
  40




---



##### 



Schedule 4.19
           41




---



##### 



provided Section 7 provided further clause (A) Section 5.1
  42




---



##### 



provided that
 Permitted Intercompany Investments
 Permitted Investments
     Schedule P-1
 provided
   43




---



##### 



Permitted Liens
  44




---



##### 



Section 8.3
 Schedule P-2 provided however Schedule P-2
          45




---



##### 



clause (p)
  Permitted Overadvance Amount Section 2.2 provided
 Permitted Preferred Stock
 Permitted Protest
 Permitted Purchase Money Indebtedness
 46




---



##### 



Person
 Plan
 Preferred Stock
 Prohibited Preferred Stock
 Projections
 Pro Rata Share
   47




---



##### 



provided however
 Section 15.7 provided however
 Protective Advances
 Purchase Money Indebtedness
 Qualified Cash
 Qualifying Lender
     48




---



##### 



Real Property
 Real Property Collateral Schedule R-1 Section 5.11(c)
 Record
 Reference Period
 Refinancing Indebtedness
  49




---



##### 



Register Section 13.1(h)
 Registered Loan Section 13.1(h)
 Related Fund
 Remedial Action
 Rent Reserve
 Replacement Lender Section 2.13(b)
 Report Section 15.16
 50




---



##### 



Reportable Event
 Required Availability
 Required Lenders provided however
 Restricted Junior Payment
 Revaluation Date Section 2.12
 Revolver Commitment Schedule C-1 Section 2.17 Section 13.1
 Revolver Usage
 Sanctioned Entity
 51




---



##### 



Sanctioned Person
 Scottish Receivables Section 2.15
 Scottish Receivables Assignation Section 2.15
 S&P
 SEC
 Securities Account
 Securities Act
 Security Documents
 Settlement Section 2.3(e)
 Settlement Date Section 2.3(e)(i)
 Significant Subsidiary Schedule 4.1(c)
 Solvent
 Specified Covenant Compliance Test
 52




---



##### 



Section 6.4 Section 7
 Spot Rate provided provided further
 Sterling £
 Sterling Advance Section 2.16(b)
 Sterling Equivalent
 Sterling Extensions Section 2.16(b)
 Sterling Letters of Credit Section
2.16(b)
 Stock
 Subsidiary
 53




---



##### 



Swing Lender
 Swing Loan
 Tax Confirmation
      Tax Credit
 Tax Deduction
 Taxes provided however Section 16.1(c)
 54




---



##### 



Section
16.1(d) except Section
16.1(a)
 Tax Lender Section 14.2(a)
 Tax Payment Section 16.2(b)
 Trademark Security Agreement
 Treaty Lender means
   Treaty State Treaty
 UK Advance Sublimit Section 2.4(c) Section 2.17
 UK Advances
 55




---



##### 



UK Availability Section 2.1
 UK Bank Product Obligations
 UK Borrowing
 UK Borrowing Base
 less plus
 times times plus
 times times plus
 minus
 Section 2.1(c)
 UK Borrowers
 UK Designated Account Schedule D-1
 UK Dilution
 56




---



##### 



UK Dilution Reserve
 UK Excess Availability less less less
 UK Facility Excess Section 2.4(e)(i)
 UK Hedge Obligations
 UK Inventory Reserves Section 2.1(c)
 UK Letter of Credit
 UK Letter of Credit Usage
 UK Loan Party provided 6.1, 6.4, 6.11 and 6.12 provided, further that Section 3.6 Section 5.11
(b)
 UK Non-Bank Lender
  57




---



##### 



.
 UK Obligations
 UK Overadvance Section 2.5
 UK Permitted Overadvance Amount Section 2.2
 UK Protective Advance Section
2.3(d)(ii)
 UK Revolver Usage plus
 UK Swing Lender Section 2.3(b)
 UK Swing Loan Section 2.3(b)(ii)
 58




---



##### 



Unfunded Current Liability
 United Kingdom UK
 United States or US
 Unused Line Fee Section 2.10(b)
 US ABL Priority Collateral provided however clauses (i) (ii) clause (iv) (v) (vi) clauses (i) (iii) clauses (v) (vi) clauses (i) (iii) clauses (v) (vi) clauses (v) (vi) clauses (i) (vi)
 US Advances
 US Availability Section 2.1
 59




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US Bank Product Obligations
 US Borrowers
 US Borrowing
 US Borrowing Base
 less plus
 times times plus
 times times plus
 minus
 Section 2.1(c)
 US Cash Management Account Section
2.15(a)(i)
 US Cash Management Bank Section
2.15(a)(i)
 US Collateral
 60




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US Designated Account Schedule D-1
 US Dilution
 US Dilution Reserve
 US Dominion Account Section 2.15(b)
 US Excess Availability less less
 US Facility Excess Section 2.4(e)(i)
 US Guarantors Section 5.11(a)
 US Guaranty
 US Hedge Obligations
 US Inventory Reserves
 US Joinder Agreement Exhibit J-1
 US Letter of Credit
 61




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US Letter of Credit Usage
 US Loan Party
 US Obligations
 US Overadvance Section 2.5
 US Permitted Overadvance Amount minus Section 2.2
 US Protective Advance Section
2.3(d)(i)
 US Revolver Usage plus
 US Security Agreement
 US Security Documents
 62




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US Subsidiary
 US Swing Lender Section 2.3(b)
 US Swing Loan Section 2.3(b)(i)
 VAT
 Voidable Transfer Section 17.8
 Wells Fargo
 Wells Fargo (London)
 WFCF
 63




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SCHEDULE 1.1A
 Mandatory Cost Formulae
  Additional Cost Rate
  Foreign Lender
  AB+
    
    
    
    per cent perC(B − D)+ Ex 0.01
    
    annum100 −(A+ C)
  Ex 0.01
    
    
    per cent per annum300
  A
    
    is the percentage of Eligible Liabilities (assuming these to be in
excess of any stated minimum) which that Lender is from time to time
required to maintain as an interest free cash ratio deposit with the
Bank of England to comply with cash ratio requirements.B
    
    is the percentage rate of interest (excluding the Applicable Margin
and the Mandatory Cost and, if the Advance is outstanding and unpaid,
the additional rate of interest
 64




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Section 2.6(c)
 C
    
    is the percentage (if any) of Eligible Liabilities
which that Lender is required from time to time to
maintain as interest bearing Special Deposits with
the Bank of England.D
    
    is the percentage rate per annum payable by the Bank
of England to the Agent on interest bearing Special
Deposits.E
    
    is designed to compensate Lenders for amounts payable
under the Fees Rules (as defined below) and is
calculated by the Agent as being the average of the
most recent rates of charge supplied by the Foreign
Lenders to the Agent pursuant to paragraph 6 below
and expressed in pounds per £1,000,000.
  Eligible Liabilities Special Deposits
 Fees Rules
 Fee Tariffs
 Tariff Base
   (a)
    
    the jurisdiction of its lending office; and(b)
    
    any other information that the Agent may reasonably require for such purpose.
 65




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66




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Schedule 3.1
                67




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Section 3.2




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provided




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Schedule 3.1A
 Foreign Security Documents
 UK Security Documents (to be delivered on the Closing Date):
 1.
    
    English law Debenture to be executed by all UK Loan Parties;2.
    
    Guarantee to be executed by all Foreign Guarantors;3.
    
    Mortgage over Securities in respect of Pregis (UK) Holding II Limited to be
executed by Pregis Holding S.a.r.l.;4.
    
    Mortgage over Securities in respect of Pregis (UK) Holding I Limited to be
executed by Pregis NV;5.
    
    Scottish floating charge to be executed by Pregis Rigid Packaging Limited;6.
    
    Scottish share pledge in respect of Pregis Rigid Packaging Limiteds shares to
be executed by Pregis (UK) Holding II Limited;7.
    
    English law charge over account and receivables to be executed by all UK Loan
Parties. This document will be executed at closing but will not be dated or delivered
until the occurrence of a Cash Dominion Event; and8.
    
    Scottish Receivables Assignation to be executed on a quarterly basis (first
security to be executed on 31 March).
 German Security Documents (to be delivered by the Foreign Guarantors organized under the
Laws of Germany as required by Section 3.6 and clause (e) of Schedule 3.6):
 1.
    
    Global security assignment over all receivables of each of:
 a)
    
    Pregis GmbHb)
    
    Pregis Deutschland Holding GmbHc)
    
    Kobusch-Sengewald GmbHd)
    
    Sengewald Klinikprodukte GmbHe)
    
    MSP Schmeiser GmbH
 2.
    
    Account pledge agreement regarding all bank accounts of each of:
 a)
    
    Pregis GmbHb)
    
    Pregis Deutschland Holding GmbHc)
    
    Kobusch-Sengewald GmbHd)
    
    Sengewald Klinikprodukte GmbHe)
    
    MSP Schmeiser GmbH
 3.
    
    Security transfer agreement regarding all inventory and equipment of each of:
 a)
    
    Pregis GmbHb)
    
    Pregis Deutschland Holding GmbHc)
    
    Kobusch-Sengewald GmbHd)
    
    Sengewald Klinikprodukte GmbH




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e)
    
    MSP Schmeiser GmbH
 4.
    
    Security assignment agreement regarding all Intellectual Property rights of
each of:
 a)
    
    Pregis GmbHb)
    
    Pregis Deutschland Holding GmbHc)
    
    Kobusch-Sengewald GmbHd)
    
    Sengewald Klinikprodukte GmbHe)
    
    MSP Schmeiser GmbH
 5.
    
    First ranking land charges over all real property owned by each of:
 a)
    
    Pregis GmbHb)
    
    Pregis Deutschland Holding GmbHc)
    
    Kobusch-Sengewald GmbHd)
    
    Sengewald Klinikprodukte GmbHe)
    
    MSP Schmeiser GmbH
 including, in each case, security purpose agreement relating to such land charges.6.
    
    Share pledge agreements relating to all shares and related rights (including
without limitation all claims of the respective shareholder under domination and profit
and loss pooling agreements) in each of
 a)
    
    Pregis GmbHb)
    
    Pregis Deutschland Holding GmbHc)
    
    Kobusch-Sengewald GmbHd)
    
    Sengewald Klinikprodukte GmbHe)
    
    MSP Schmeiser GmbH
  Other Foreign Security Documents




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Schedule 3.6
 Conditions Subsequent
 Sections
3.1 and 3.2
 Sections 2.15 6.11
 Schedule 2.15(a)
 Sections 2.15 6.11
 Mortgage Policy Mortgage Policies




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Section 5.11
      Section 5.11
         Schedule 4.1(c)




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Schedule 5.1
  as soon as available,
but in any event within
30 days (45 days in the
case of a month that is
the end of one of
Parents fiscal
quarters) after the end
of each fiscal month
during each of Parents
fiscal years
    
    (a)     an unaudited consolidated and consolidating
balance sheet, income statement, and statement
of cash flow covering Parents and its
Subsidiaries operations during such period, and(b)     a Compliance Certificate.as soon as available,
but in any event within
45 days after the end
of each fiscal quarter
during each of Parents
fiscal years
    
    (c)     an unaudited consolidated and consolidating
balance sheet, income statement, and statement
of cash flow covering Parents and its
Subsidiaries operations during such period,(d)     a Compliance Certificate from the chief
financial officer of the Parent, certifying as
to the most recent calculation of Average
Quarterly Excess Availability, and(e)     a schedule of intercompany loan balances.as soon as available,
but in any event within
90 days after the end
of each of Parents
fiscal years
    
    (f)     consolidated financial statements of the
Parent and its Subsidiaries for each such fiscal
year, audited by independent certified public
accountants reasonably acceptable to Agent and
certified, without any qualifications (including
any (A) going concern or like qualification or
exception, (B) qualification or exception as to
the scope of such audit, or (C) qualification
which relates to the treatment or classification
of any item and which, as a condition to the
removal of such qualification, would require an
adjustment to such item, the effect of which
would be to cause any noncompliance with the
provisions of Section 7), by such accountants to
have been prepared in accordance with GAAP (such
audited financial statements to include a
balance sheet, income statement, and statement
of cash flow and, if prepared, such accountants
letter to management), and(g)     a Compliance Certificate.as soon as available,
but in any event within
30 days after the start
of
    
    (h)     copies of Parents and its Subsidiaries
Projections, on a consolidated and consolidating
basis in form and substance (including as to
scope and underlying assumptions)




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each of Parents
fiscal years,
    
    satisfactory
to Agent, in its Permitted Discretion, for the
forthcoming 3 years, year by year, and for the
forthcoming fiscal year, month by month,
certified by the chief financial officer of
Parent as being such officers good faith
estimate of the financial performance of Parent
and its Subsidiaries during the period covered
thereby.if and when filed by
Parent,
    
    (i)     Form 10-Q quarterly reports, Form 10-K
annual reports, and Form 8-K current reports, or
any other documents filed with the SEC or any
other Governmental Authority.promptly, but in any
event within 5 days
after Parent or any
Borrower has knowledge
of any event or
condition that
constitutes a Default
or an Event of Default,
    
    (j)     notice of such event or condition and a
statement of the curative action that Parent or
Borrowers propose to take with respect thereto.promptly after the
commencement thereof,
but in any event within
5 days after the
service of process with
respect thereto on any
Loan Party or any of
its Subsidiaries,
    
    (k)     notice of (i) all actions, suits, or
proceedings brought by or against any Loan Party
or any of its Subsidiaries before any
Governmental Authority which reasonably could be
expected to result in a Material Adverse Change
and (ii) any undischarged or unpaid judgments or
decrees in excess of $1,000,000 individually or
in the aggregate.promptly, but in any
event within 2
Business Days after
any Loan Party has
knowledge thereof,
    
    (l)     copies of (i) any material notices that any
Loan Party receives from or sends to any person
in connection with any Material Contract and
(ii) not later than 3 Business Days after the
effective date thereof, any amendments,
modifications, waivers or other changes to any
such documents, and(m)     notice of any defaults, mandatory prepayment
events, material labor matters, material labor
negotiations or strikes or other information
with respect to any material events relating to
any Plans, notice of any material environmental
events, together with copies of reports or other
materials received or sent to other parties with
respect to any defaults, mandatory prepayment
events, labor matters or environmental events
and other information.upon the request of
Agent,
    
    (n)     any other information reasonably requested
relating to the financial condition of Parent or
its Subsidiaries.(o)     an officers certificate from the chief
financial officer of the of the Company,
confirming that the outstanding Obligations and
 78




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any requested Advances hereunder are permitted
to be incurred and outstanding under each of the
Existing Senior Secured Notes Indenture, the
Existing Senior Subordinated Notes Indenture and
any indenture, credit agreement or other
document or agreement pursuant to which the New
Secured Refinancing Notes are issued and are
permitted to be secured by the Collateral.
 79




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Schedule 5.2
  Monthly (no later than the 15th day
of each month); provided that,
during the continuance of a Cash
Dominion Event, Agent may require
more frequent (but in the case of
any Borrowing Base Certificate not
more frequently than weekly)
delivery of such documents as
reasonably determined by Agent
    
    (a)     an Account roll-forward with
supporting details supplied from
sales journals, collection
journals, credit registers and any
other records (delivered
electronically in an acceptable
format, if Borrowers have
implemented electronic reporting),(b)     notice of all material claims,
offsets, or disputes asserted by
Account Debtors with respect to
Borrowers Accounts, and(c)     copies of invoices together
with corresponding shipping and
delivery documents, and credit
memos together with corresponding
supporting documentation, with
respect to invoices and credit
memos in excess of an amount
determined in the sole discretion
of Agent, from time to time.(d)     Inventory system/perpetual
reports specifying the cost and
the wholesale market value of
Borrowers Inventory, by category,
with additional detail showing
additions to and deletions
therefrom (delivered
electronically in an acceptable
format, if Borrowers have
implemented electronic reporting).(e)     a UK Borrowing Base
Certificate and a US Borrowing
Base Certificate.(f)     a detailed aging, by customer,
of Borrowers Accounts, together
with a reconciliation and
supporting documentation for any
reconciling items noted (delivered
electronically in an acceptable
format, if Borrowers have
implemented electronic reporting),(g)     a detailed calculation of
those Accounts that are not
eligible for the UK Borrowing Base
or the US Borrowing Base, if
Borrowers have not implemented
electronic reporting,(h)     a detailed Inventory
system/perpetual report together
with a reconciliation to
Borrowers general ledger accounts
(delivered electronically in an
acceptable format, if Borrowers
have implemented electronic
reporting),(i)     a detailed calculation of
Inventory categories that are not
eligible for the UK Borrowing Base
or the US Borrowing Base, if
Borrowers have not implemented
electronic reporting,
 80




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(j)     a summary aging, by vendor, of
Loan Parties and their
Subsidiaries accounts payable and
any book overdraft (delivered
electronically in an acceptable
format, if such Persons have
implemented electronic reporting)
and an aging, by vendor, of any
held checks,(k)     sales activity reports and
cash activity reports, including a
detailed report regarding Loan
Parties and their Subsidiaries
cash and Cash Equivalents,
including an indication of which
amounts constitute Qualified Cash,
and(l)     a monthly Account
roll-forward, in a format
acceptable to Agent in its
discretion, tied to the beginning
and ending account receivable
balances of Borrowers general
ledger.Monthly (no later than the 30th
day of each month)
    
    (m)     a reconciliation of Accounts,
trade accounts payable, and
Inventory of Borrowers general
ledger accounts to their monthly
financial statements including any
book reserves related to each
category, and(n)     a report regarding each Loan
Parties accrued, but unpaid rent
obligations for any location at
which Collateral is located.Quarterly (within 45 days after the
end of each of Parents fiscal
quarters)
    
    (o)     a report regarding the Loan
Parties and their Subsidiaries
accrued, but unpaid, taxes,
including without limitation, UK
taxes and ad valorem taxes, and(p)     a detailed report regarding
any (i) Investments (including any
Acquisitions), (ii) Dispositions,
and (iii) distributions made in
such quarter by any Loan Party.Annually (within 90 days after the
end of each Parents fiscal years)
    
    (q)     a detailed list of Borrowers
customers, with address and
contact information, and(r)     insurance reports evidencing
compliance with Section 5.6 of the
Credit Agreement.Promptly, but in any event within 3
Business Days of any sale or
disposition (whether in accordance
with Section 6.4 or otherwise) or
other event (including any sale or
disposition permitted by clause
(iii) of the proviso to Section
    
    (s)     a certificate from an
Authorized Person of the
applicable Administrative
Borrower, certifying: (i) as to
the nature of the disposition and
the purchase price paid in
connection with such disposition;
(ii) as to the amount of Net Cash
Proceeds or Net
Insurance/Condemnation Proceeds of
any Collateral received by the
Parent or any of its Subsidiaries;
(iii) as to the amount of the
Excess Availability after giving
effect to such disposition or
other relevant event; (iv) as to
the book value allocated to (A) in
the case of US Collateral, (1) ABL
Priority Collateral (other than US
ABL Priority Collateral and
Foreign Collateral) and (2) the US ABL
 81




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6.4
and any Permitted Disposition)
which gives rise to the receipt of
Net Cash Proceeds or Net
Insurance/Condemnation Proceeds of
any Collateral (excluding sales or
dispositions which qualify as
Permitted Dispositions under
clauses (a) through (m) and (p)
through (t) of the definition of
Permitted Dispositions); provided,
that no such certificate shall be
required if the Permitted
Overadvance Amount has been reduced
to zero unless the aggregate amount
of such Net Cash Proceeds and Net
Insurance/Condemnation Proceeds
exceed $5,000,000 in any calendar
year:
    
    Priority Collateral and (B) in
the case of Foreign Collateral,
(1) the Foreign Collateral (other
than the Foreign ABL Collateral)
and (2) the Foreign ABL
Collateral, in each case, that was
the subject of such disposition or
other relevant event; (v) as to
the amount of Net Proceeds (as
defined in the Existing Senior
Secured Notes Indenture) of any
such disposition used to
permanently repay any Indebtedness
that has the effect of reducing
the amount of Indebtedness that
may be incurred under Credit
Facilities (as defined in the
Existing Senior Secured Note
Indenture) pursuant to Section
4.09(b)(i)(A) of the Existing
Senior Secured Notes Indenture (or
any similar provision contained in
any similar agreement evidencing
any Refinancing Indebtedness
related thereto); (vi) that after
giving effect to the prepayment of
any Indebtedness with any Net Cash
Proceeds or Net
Insurance/Condensation Proceeds,
that the Obligations that may be
incurred under this Agreement from
time to time will continue to
constitute Indebtedness that may
be incurred under Credit
Facilities (as defined in the
Existing Senior Secured Note
Indenture) pursuant to Section
4.09(b)(i)(A) thereof (or any
similar provision contained in any
Refinancing Indebtedness related
thereto); and (vii) that no
Default or Event of Default has
occurred and is continuing as of
the date of such certificate and
as a result of such disposition or
other relevant event, together
with such other information as may
be necessary to verify any
calculations required by such
certificate and otherwise as may
be reasonably requested by Agent.Upon request by Agent
    
    (t)     copies of purchase orders and
invoices for Inventory and
Equipment acquired by Loan
Parties, and(u)     such other reports as to the
Collateral or the financial
condition of Loan Parties and
their Subsidiaries, as Agent may
reasonably request.
 82