BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR, ANY COURSE
OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY, INCLUDING WITHOUT LIMITATION, ANY COURSE OF CONDUCT,
COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF THE BANK RELATING TO THE
ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT
NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH
A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, THE
BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER CERTIFIES
THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE BANK HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL
INDUCEMENT FOR THE BANK TO ACCEPT THIS AGREEMENT AND MAKE THE LOANS CONTEMPLATED
HEREUNDER.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS.]
- 29 -
IN WITNESS WHEREOF, the parties have caused this Credit Facility Agreement to be
executed by their duly authorized representatives as of the date first above
written.
RBS CITIZENS, N.A.
By:
Jeffrey R. Morse, Assistant Vice President
PREMIER PACKAGING CORPORATION
By:
Name:
Title:
- 30 -
INDEX TO SCHEDULES
SCHEDULE 5.1(a)
Liens and Encumbrances of the Borrower
SCHEDULE 5.1(b)
Certain Equipment of the Borrower
SCHEDULE 5.2
Liens and Encumbrances of the Guarantors
SCHEDULE 6.1
Affiliates and Subsidiaries
SCHEDULE 6.4
Litigation
SCHEDULE 6.15
Patents, Trademarks and Authorizations
SCHEDULE 7.15
Landlord Waivers
SCHEDULE 9.1
Existing Indebtedness
SCHEDULE 9.2
Mortgages, Liens and Encumbrances
INDEX TO EXHIBITS
EXHIBIT A Revolving Line Note
EXHIBIT B
Acquisition Term Loan Note
EXHIBIT C
Borrowing Base Certificate
- 31 -
EXHIBIT A
(FORM OF REVOLVING LINE NOTE)
- 32 -
REVOLVING LINE NOTE
(LIBOR Advantage)
$1,000,000.00
February 12, 2010
FOR VALUE RECEIVED, the undersigned, PREMIER PACKAGING CORPORATION, a New York
corporation, having a mailing address of 6 Framark Drive, Victor, New York 14564
("Borrower"), hereby promises to pay to the order of RBS
CITIZENS, N. A., a
national banking association ("Bank"), at its principal office at 833 Broadway,
Albany, New York 12207, or at such other place as the holder hereof may from
time to time designate in writing, the principal sum of
ONE MILLION AND 00/100
DOLLARS U.S. ($1,000,000.00) or such lesser amount as may be outstanding
hereunder.
Certain Definitions.
Unless otherwise expressly provided herein, all
capitalized terms in this Note shall have the meanings given to them in the
Credit Facility Agreement, dated on even date herewith, by and among Borrower
and Bank, as the same may be amended, extended, replaced, or modified from time
to time (the "Credit Agreement").
The following terms shall have the following
meanings in this Note:
"Business Day" means any day which is neither