Term
Note Non-Revolving LINE OF CREDIT 


 


__________,
2017


 


	$1,200,000.00	Albany,
    New York


 


For
value received, the undersigned Premier Packaging Corporation, a New York corporation, with an address of 6 Framark
Drive, Victor, New York 14564 (the “Borrower”), promises to pay to the order of Citizens Bank, N.A.,
a national banking association with an address of 833 Broadway, Albany, New York 12207 (together with its successors and assigns,
the “Bank”), the principal amount of One Million, Two Hundred Thousand Dollars and Zero Cents ($1,200,000.00),
or, if less, such amount as may be the aggregate unpaid principal amount of all loans or advances made by the Bank to the Borrower
pursuant hereto, on or before __________, 2025 (the “Maturity Date”), as set forth below, together with interest
from the date hereof on the unpaid principal balance from time to time outstanding until paid in full for any Interest Period
(as hereinafter defined). Until the Conversion Date (as hereinafter defined), the aggregate principal balance outstanding shall
bear interest thereon at a per annum rate equal to Two Percent (2.00%) above the LIBOR Advantage Rate (as hereinafter
defined) during each LA Interest Period (as hereinafter defined). Effective on the Conversion Date, the interest rate payable
on the aggregate principal balance outstanding shall be adjusted to a fixed rate (the “Fixed Rate”) equal to Two
Percent (2.00%) above the Bank’s Cost of Funds on the Conversion Date as determined by the Bank in its sole discretion.


 


LA
Interest Period means with respect to any LIBOR Advantage Loan, the period commencing on (and including) the date of this Note
(the “Start Date”) and ending on (but excluding) the numerically corresponding date one month later, and thereafter
each one month period ending on the day of such month that numerically corresponds to the Start Date. If an LA Interest Period
is to end in a month for which there is no day which numerically corresponds to the Start Date, the LA Interest Period will end
on the last day of such month.


 


Notwithstanding
the date of commencement of any LA Interest Period, interest shall only begin to accrue as of the date the initial LIBOR Advantage
Loan is made hereunder.


 


“LIBOR
Advantage Rate” means, relative to any LA Interest Period, the offered rate for deposits of U.S. Dollars for a term
coextensive with the designated LA Interest Period, reset daily, which the ICE Benchmark Administration (or any successor
administrator of LIBOR rates) fixes as its LIBOR rate as of 11:00 a.m. London time for delivery in two London Banking Days. If
such day is not a London Banking Day, the LIBOR Advantage Rate shall be determined on the next preceding day which is a London
Banking Day. If for any reason the Bank cannot determine such offered rate fixed by the then current administrator of LIBOR rates,
the Bank may, in its sole but reasonable discretion, use an alternative method to select a rate calculated by the Bank to reflect
its cost of funds. “London Banking Day” means any day on which dealings in US dollar deposits are transacted
in the London interbank market.


 


“Cost
of Funds Rate” means the rate per annum from time to time determined by the Bank, in its sole discretion, as the Bank’s
cost of funds rate and made available by the Bank at its main office or, in the discretion of the Bank, the base, reference or
other rate then designated by the Bank for general commercial loan reference purposes, it being understood that such rate is a
reference rate, not necessarily the lowest, established from time to time, which serves as the basis upon which effective interest
rates are calculated for loans making reference thereto.


 


This
Note evidences a line of credit for the purpose of financing the acquisition of equipment by the Borrower. Advances shall be limited
to a maximum of 100% of the invoice price of equipment, less delivery and installation costs acceptable to the Bank in
its sole discretion, based upon invoices or other evidence acceptable to the Bank. Advances may be made from time to time until
__________, 2018 (the “Conversion Date”). Within the limits of time and amount set forth above and subject
to the terms and conditions set forth herein and in the other loan and security documents executed in connection herewith, Undersigned
may borrow one or more advances hereunder provided, however, that amounts repaid may not be re-borrowed hereunder.


 




    	 	 	 



    	 		 



    

 


Prior
to the Conversion Date, interest on the outstanding principal balance shall be due and payable in arrears monthly commencing the
month following the date of the first advance on the ____ of each month. After the Conversion Date, this Note shall be repaid
in (i) up to 84 installments comprised of principal and interest for new manufacturing equipment, (ii) up to 60
installments comprised of principal and interest for used manufacturing equipment and vehicles or (iii) up to 36
installments comprised of principal and interest for new or used office equipment (calculated by the Bank in the Bank’s
sole discretion at the then applicable rate) commencing on the Conversion Date, except that the last installment shall be due
and payable on the Maturity Date and shall be in an amount equal to the aggregate outstanding balance on the Maturity Date.


 


This
Note is secured by all collateral granted to the Bank by the Borrower or any endorser or guarantor hereof or by any other party
and shall be secured by any additional collateral hereafter granted to the Bank by the Borrower or any endorser or guarantor hereof
or by any other party.


 


Principal
and interest shall be payable at the Bank’s main office or at such other place as the Bank may designate in writing in immediately
available funds in lawful money of the United States of America without set-off, deduction or counterclaim. Interest shall be
calculated on the basis of actual number of days elapsed and a 360-day year.


 


This
Note may be prepaid in whole or in part upon thirty (30) days prior written notice to the Bank. In the event of any prepayment
of this Note after the Conversion Date, whether by voluntary prepayment, acceleration or otherwise, the Borrower shall, at the
option of the Bank, pay a “fixed rate prepayment charge” equal to the product of: (a) the principal amount prepaid
and (b) the percentage set forth in the tables below, corresponding to the original term of the advance based on the type of purchase
equipment for any prepayment made during the indicated period. “Loan Year” shall mean with respect to each Advance,
each one year period commencing on the date of such Advance and on any anniversary of the date of such Advance.


 


Table
1: Advances having a seven (7) or (5) year original Term:


 


	Period	 	Percentage	 
	Year 1	 	 	5	%
	Year 2	 	 	4	%
	Year 3	 	 	3	%
	Year 4	 	 	2	%
	Year 5	 	 	1	%



 


Table
2: Advances having a three (3) year original Term:


 


	Period	 	Percentage	 
	Loan Year 1	 	 	3	%
	Loan Year 2	 	 	2	%
	Loan Year 3	 	 	1	%



 


After
the last period indicated in the above table this Note may be prepaid in whole or in part without any prepayment charge.


 




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At
the option of the Bank, this Note shall become immediately due and payable without notice or demand upon the occurrence at any
time of any of the following events of default (each, an “Event of Default”): (1) default of any liability, obligation,
covenant or undertaking of the Borrower, any endorser or any guarantor hereof to the Bank, hereunder or otherwise, including,
without limitation, failure to pay in full and when due any installment of principal or interest or default of the Borrower, any
endorser or any guarantor hereof under any other loan document delivered by the Borrower, any endorser or any guarantor, or in
connection with the loan evidenced by this Note or any other agreement by the Borrower, any endorser or any guarantor with the
Bank; (2) failure of the Borrower, any endorser or any guarantor hereof to maintain aggregate collateral security value satisfactory
to the Bank; (3) default of any material liability, obligation or undertaking of the Borrower, any endorser or any guarantor hereof
to any other party; (4) if any statement, representation or warranty heretofore, now or hereafter made by the Borrower, any endorser
or any guarantor hereof in connection with the loan evidenced by this Note or in any supporting financial statement of the Borrower,
any endorser or any guarantor hereof shall be determined by the Bank to have been false or misleading in any material respect
when made; (5) if the Borrower, any endorser or any guarantor hereof is a corporation, trust, partnership or limited liability
company, the liquidation, termination or dissolution of any such organization, or the merger or consolidation of such organization
into another entity, or its ceasing to carry on actively its present business or the appointment of a receiver for its property;
(6) the death of the Borrower, any endorser or any guarantor hereof and, if the Borrower, any endorser or any guarantor hereof
is a partnership or limited liability company, the death of any partner or member; (7) the institution by or against the Borrower,
any endorser or any guarantor hereof of any proceedings under the Bankruptcy Code 11 USC §101 et seq. or any other
law in which the Borrower, any endorser or any guarantor hereof is alleged to be insolvent or unable to pay its debts as they
mature, or the making by the Borrower, any endorser or any guarantor hereof of an assignment for the benefit of creditors or the
granting by the Borrower, any endorser or any guarantor hereof of a trust mortgage for the benefit of creditors; (8) the service
upon the Bank of a writ in which the Bank is named as trustee of the Borrower, any endorser or any guarantor hereof; (9) a judgment
or judgments for the payment of money shall be rendered against the Borrower, any endorser or any guarantor hereof, and any such
judgment shall remain unsatisfied and in effect for any period of thirty (30) consecutive days without a stay of execution; (10)
any levy, lien (including mechanics lien) except as permitted under any of the other loan documents between the Bank and the Borrower,
seizure, attachment, execution or similar process shall be issued or levied on any of the property of the Borrower, any endorser
or any guarantor hereof; (11) the termination or revocation of any guaranty hereof; or (12) the occurrence of such a change in
the condition or affairs (financial or otherwise) of the Borrower, any endorser or any guarantor hereof, or the occurrence of
any other event or circumstance, such that the Bank, in its sole discretion, deems that it is insecure or that the prospects for
timely or full payment or performance of any obligation of the Borrower, any endorser or any guarantor hereof to the Bank has
been or may be impaired.


 


Any
payments received by the Bank on account of this Note shall, at the Bank’s option, be applied first, to accrued and unpaid
interest; second, to the unpaid principal balance hereof; third to any costs, expenses or charges then owed to the Bank by the
Borrower; and the balance to escrows, if any. Notwithstanding the foregoing, any payments received after the occurrence and during
the continuance of an Event of Default shall be applied in such manner as the Bank may determine. The Borrower hereby authorizes
the Bank to charge any deposit account which the Borrower may maintain with the Bank for any payment required hereunder without
prior notice to the Borrower.


 


If
pursuant to the terms of this Note, the Borrower is at any time obligated to pay interest on the principal balance at a rate in
excess of the maximum interest rate permitted by applicable law for the loan evidenced by this Note, the applicable interest rate
shall be immediately reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have
been payments in reduction of principal and not on account of the interest due hereunder.


 




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The
Borrower represents to the Bank that the proceeds of this Note will not be used for personal, family or household purposes or
for the purpose of purchasing or carrying margin stock or margin securities within the meaning of Regulations U and X of the Board
of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.


 


The
Borrower and each endorser and guarantor hereof grant to the Bank a continuing lien on 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/or
each endorser or guarantor hereof and any cash, securities, instruments or other property of the Borrower and each endorser and
guarantor hereof 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 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 and/or any endorser or guarantor hereof 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 or any endorser
or guarantor hereof 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.


 


No
delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any
other right of the Bank, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same
or any other right on any future occasion. The Borrower and every endorser or guarantor of this Note, regardless of the time,
order or place of signing, waive presentment, demand, protest, notice of intent to accelerate, notice of acceleration and all
other notices of every kind in connection with the delivery, acceptance, performance or enforcement of this Note and assent to
any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral,
and to the addition or release of any other party or person primarily or secondarily liable and waives all recourse to suretyship
and guarantor defenses generally, including any defense based on impairment of collateral. To the maximum extent permitted by
law, the Borrower and each endorser and guarantor of this Note waive and terminate any homestead rights and/or exemptions respecting
any premises under the provisions of any applicable homestead laws, including without limitation, Section 5206 of the Civil Practice
Law and Rules of New York.


 


The
Borrower and each endorser and guarantor of this Note 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, by any endorser or guarantor, or by any other person (as well as from attorneys’
reasonable fees and expenses in connection therewith) on account of the Bank’s relationship with the Borrower or any endorser
or guarantor hereof (each of which may be defended, compromised, settled or pursued by the Bank with counsel of the Bank’s
selection, but at the expense of the Borrower and any endorser and/or guarantor), except for any claim arising out of the gross
negligence or willful misconduct of the Bank.


 


The
Borrower and each endorser and guarantor of this Note agree to pay, upon demand, costs of collection of all amounts under this
Note including, without limitation, principal and interest, or in connection with the enforcement of, or realization on, any security
for this Note, including, without limitation, to the extent permitted by applicable law, reasonable attorneys’ fees and
expenses. Upon the occurrence and during the continuance of an Event of Default, interest shall accrue at a rate per annum equal
to the aggregate of 5.0% plus the rate provided for herein. If any payment due under this Note is unpaid for 10 days or more,
the Borrower shall pay, in addition to any other sums due under this Note (and without limiting the Bank’s other remedies
on account thereof), a late charge equal to the greater of $35.00 or 5.0% of such unpaid amount (which amount shall be subject
to and limited so as to not be in violation of the provisions of Section 254-b of New York Real Property Law, if applicable).


 


This
Note shall be binding upon the Borrower and each endorser and guarantor hereof and upon their respective heirs, successors, assigns
and legal representatives, and shall inure to the benefit of the Bank and its successors, endorsees and assigns.


 




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The
liabilities of the Borrower and each Borrower, if more than one, and any endorser or guarantor of this Note are joint and several;
provided, however, the release by the Bank of the Borrower or any one or more endorsers or guarantors shall not release any other
person obligated on account of this Note. Any and all present and future debts of the Borrower to any endorser or guarantor of
this Note are subordinated to the full payment and performance of all present and future debts and obligations of the Borrower
to the Bank. Each reference in this Note to the Borrower and each Borrower, if more than one, and endorser or guarantor of this
Note, is to such person individually and also to all such persons jointly. No person obligated on account of this Note may seek
contribution from any other person also obligated, unless and until all liabilities, obligations and indebtedness to the Bank
of the person from whom contribution is sought have been irrevocably satisfied in full. The release or compromise by the Bank
of any collateral shall not release any person obligated on account of this Note.


 


The
Borrower and each endorser and guarantor hereof each authorizes the Bank to complete this Note if delivered incomplete in any
respect. A photographic or other reproduction of this Note may be made by the Bank, and any such reproduction shall be admissible
in evidence with the same effect as the original itself in any judicial or administrative proceeding, whether or not the original
is in existence.


 


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 Note or any other loan documents related thereto (including, without limitation, to correct clerical errors) or to vest
more fully in or assure to the Bank the security interest in any collateral securing this Note or to comply with applicable statute
or law.


 


This
Note 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.


 


Any
notices under or pursuant to this Note 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 Note or as any party may from time to time designate by written notice to the other party.


 


The
term “Bank Affiliate” as used in this Note shall mean any “Affiliate” of the Bank or any lender acting
as a participant under any loan arrangement between the Bank and the Borrower(s). 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.


 


The
Borrower and each endorser and guarantor of this Note each 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 Note. Each of the Borrower
and each endorser and guarantor 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. Each of the Borrower and each endorser and guarantor hereby consents
to any and all process which may be served in any such suit, action or proceeding, (i) by mailing a copy thereof by registered
and certified mail, postage prepaid, return receipt requested, to the Borrower’s, endorser’s or guarantor’s
address shown below or as notified to the Bank and (ii) by serving the same upon the Borrower(s), endorser(s) or guarantor(s)
in any other manner otherwise permitted by law, and agrees that such service shall in every respect be deemed effective service
upon the Borrower or such endorser or guarantor.


 




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THE
BORROWER, EACH ENDORSER AND GUARANTOR AND THE BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY
TO CONSULT WITH LEGAL COUNSEL, (A) WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH
THIS NOTE, ANY OF THE OBLIGATIONS OF THE BORROWER, EACH ENDORSER AND GUARANTOR TO THE BANK, AND ALL MATTERS CONTEMPLATED HEREBY
AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREES 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, EACH ENDORSER AND GUARANTOR AND THE BANK EACH 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.


 


Executed
as of __________, 2017.


 


	 	Borrower:
	 	 	 
	 	Premier Packaging Corporation
	 	 	 
	 	By:	 
	 	 	Robert
    B. Bzdick, Chief Executive Officer
	 	 	 
	 	6 Framark Drive
	 	Victor, New York
	 	14564


 




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