EXHIBIT 10Employment Agreement • March 31st, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Illinois
WITNESSETH:Loan and Security Agreement • October 15th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Illinois
ISSUED TO:________________________ BPI PACKAGING TECHNOLOGIES, INC. SUBSCRIPTION AGREEMENT In the event you decide not to participate in this offering please return the Subscription Agreement to the principal office of the Company as set forth herein....Subscription Agreement • February 27th, 1997 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Massachusetts
EXHIBIT 4.1 Right to Purchase Shares of Common Stock of BPI PACKAGING TECHNOLOGIES, INC.Bpi Packaging Technologies Inc • February 11th, 1999 • Plastics, foil & coated paper bags
EXHIBIT 4.3 Right to Purchase Shares of Common Stock ofBpi Packaging Technologies Inc • February 11th, 1999 • Plastics, foil & coated paper bags
EXHIBIT 7 --------- JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13D to which this Agreement is attached is filed on behalf of each one of them pursuant to Rule 13d-1(f). This Agreement may be executed in any number of...Joint Filing Agreement • February 5th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags
The undersigned agree that the statement on Schedule 13D to which this Agreement is attached is filed on behalf of each one of them pursuant to Rule 13d-1(f). This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall together constitute one instrument.
PLEDGE AND SECURITY AGREEMENT This Pledge and Security Agreement is made as of the 25th day of November, 1996 between BPI Packaging Technologies, Inc., a Delaware corporation with a place of business at 455 Somerset Avenue, North Dighton,...Pledge and Security Agreement • January 6th, 1997 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Massachusetts
CONFIDENTIAL TREATMENT SETTLEMENT AGREEMENT This Settlement Agreement is made, entered into, and effective as of this 19th day of December, 1996 (the "Effective Date"), by and between Mobil Oil Corporation, a New York corporation with its principal...Confidential Treatment • January 6th, 1997 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Delaware
EXHIBIT 99.10Consulting Agreement • February 11th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Illinois
SECURITY AGREEMENT (All Asset) AGREEMENT entered into at Boston, Massachusetts this 25th day of November, 1996 between Market Media, Inc. with an address of 455 Somerset Avenue, Building No. 3, North Dighton, Massachusetts (hereinafter called the...Security Agreement • January 6th, 1997 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Massachusetts
No. W - 1999-1 __________________________________ Common Stock Purchase WarrantSecurities Purchase Agreement • February 5th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Delaware
AGREEMENT ---------Agreement • February 5th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Illinois
BPI Packaging Technologies, Inc of 455 Somerset Avenue, Building No. 3, North Dighton, Massachusetts 02764 andFactoring Agreement • February 11th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Illinois
EXHIBIT 99.4 SUBSCRIPTION AGENT AGREEMENT THIS AGREEMENT is entered into as of , 2000 by and between BPI Packaging Technologies, Inc., a Delaware corporation (the "Company") and American Stock Transfer and Trust Company (the "Subscription Agent")....Subscription Agent Agreement • January 14th, 2000 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags
CONTINUING GUARANTY ------------------- THIS CONTINUING GUARANTY ("Guaranty"), dated as of November 25, 1996, is executed and delivered by Market Media, Inc. ("Guarantor") in favor of Foothill Capital Corporation, a California corporation ("Foothill")...Continuing Guaranty • January 6th, 1997 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • California
EXHIBIT 4.2 Right to Purchase Shares of Common Stock ofSecurities Purchase Agreement • February 11th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags
SECURED TERM PROMISSORY NOTE ----------------------------Secured Term • January 6th, 1997 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags
EXHIBIT 4 --------- PLEDGE AGREEMENT ---------------- This STOCK PLEDGE AGREEMENT (this "Agreement") dated as of January 27, 1999 is made by C. JILL BERESFORD (herein referred to as "Pledgor"), in favor of DGJ, L.L.C., a Delaware limited liability...Pledge Agreement • February 5th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Illinois
EXHIBIT 1 --------- SECURITIES PURCHASE AGREEMENTSecurity Agreement • February 5th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Illinois
EXHIBIT 10.1 INVOICE PURCHASE AND SALE AGREEMENT "Seller" means BPI PACKAGING TECHNOLOGIES, INC. of 455 Somerset Avenue, North Dighton, Massachusetts 02764. "Buyer" means Patriot Funding, a division of United Credit Corporation, of 15 West 44th...Invoice Purchase and Sale Agreement • November 16th, 1998 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • New York
LEGAL CHARGE AND SECURITY AGREEMENT (All Asset) AGREEMENT entered into at 100 Federal Street, Boston, Massachusetts this 25th day of November 1996 between BPI Packaging (UK) Limited, a Private Limited Company incorporated under the United Kingdom...Legal Charge and Security Agreement • January 6th, 1997 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags
CONTINUING GUARANTY ------------------- THIS CONTINUING GUARANTY ("Guaranty"), dated as of November 25, 1996, is executed and delivered by BPI Packaging (UK) Limited ("Guarantor") in favor of Foothill Capital Corporation, a California corporation...Continuing Guaranty • January 6th, 1997 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • California
EXHIBIT 3 --------- CLOSING AGREEMENT ----------------- This is a Closing Agreement dated as of January 27, 1999 by and among BPI Packaging Technologies, Inc., a Delaware corporation (the "Company"), DGJ, L.L.C., a Delaware limited liability company...Closing Agreement • February 5th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Illinois
EXHIBIT 99.4Revolving Note • February 11th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags
ON DEMAND, BPI PACKAGING TECHNOLOGIES, INC., a Delaware corporation ("Borrower"), having its office located at 455 Somerset Avenue, North Dighton, Massachussets 02764, promises to pay to the order of FRANKLIN CAPITAL CORPORATION ("Lender"), 55 West Monroe Street, Chicago, Illinois 60603, the principal sum of One Million and no/l00 ($1,000,000.00) Dollars (U.S.), or if less, the aggregate unpaid principal amount of all loans and advances made by the Lender to the Borrower under this Note together with interest on the unpaid principal balances hereof from time to time unpaid calculated at a variable rate per annum equal to five percent (5.0%) above the prime rate of interest announced from time to time by Bank of America National Trust and Savings Association, or its successor in interest ("Bank of America"). Notwithstanding anything contained in this Note to the contrary, the annual interest rate charged on this Note shall not be less than a minimum annual fixed rate of twelve and three
EXHIBIT 99.2Securities Purchase Agreement • February 11th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Illinois
EQUIPMENT LEASEEquipment Lease • October 15th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Illinois
EXHIBIT 99.5Security Agreement • February 11th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags
EXHIBIT 10.1 EMPLOYMENT AGREEMENTS; APPOINTMENT OF EXECUTIVE OFFICERS EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 28th day of April, 2000, by and between BPI PACKAGING TECHNOLOGIES, INC., a Delaware corporation...Employment Agreement • August 15th, 2000 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Illinois
EXHIBIT 10.44 INTERCREDITOR AGREEMENT This Intercreditor Agreement dated as of this 19th day of August, 1999, is made by and between DGJ, L.L.C., a Delaware limited liability company ("Creditor"), with an address at 600 Central Avenue, Suite 262,...44 Intercreditor Agreement • October 15th, 1999 • Bpi Packaging Technologies Inc • Plastics, foil & coated paper bags • Illinois
