EXHIBIT 4.6 DCBS Investors, L.L.C. CB Investors, L.L.C. 3900 West 43rd Street Chicago, Illinois 60632 January 15, 2004 Packaging Dynamics Corporation 3900 West 43rd Street Chicago, Illinois 60632 Packaging Investors, L.P. c/o Group III 31, L.L.C. 201...Packaging Dynamics Corp • March 25th, 2004 • Plastics products, nec • Delaware
The parties hereto acknowledge that on December 12, 2003, DCBS and CB each distributed their entire ownership interest in the Company to their respective members on a pro rata basis for no consideration. In connection therewith and in accordance with Section 7(b) of the Stockholders Agreement, the parties hereto acknowledge and agree that effective as of December 12, 2003, all of the rights of DCBS and CB under the Agreement are hereby terminated.
Applicable Percentage --------------------------------------------------------- --------------------------------------------------- Eurodollar Loans Base Rate Loans -------------------------------------------------------------- Revolving Loans...Pledge Agreement • April 19th, 2002 • Packaging Dynamics Corp • New York
AMENDMENT TODistribution Agreement • August 9th, 2002 • Packaging Dynamics Corp • Plastics products, nec • Delaware
BY AND AMONGAgreement and Plan of Merger • February 27th, 2006 • Packaging Dynamics Corp • Plastics products, nec • Delaware
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 27th, 2003 • Packaging Dynamics Corp • Plastics products, nec • New York
Exhibit 4.1 PACKAGING DYNAMICS CORPORATION STOCKHOLDERS AGREEMENT This Stockholders Agreement (this "Agreement") is entered into as of July 1, 2002 (the "Effective Date"), among Packaging Dynamics Corporation, a Delaware corporation (the "Company"),...Stockholders Agreement • August 9th, 2002 • Packaging Dynamics Corp • Plastics products, nec • Delaware
amongSecurity Agreement • April 19th, 2002 • Packaging Dynamics Corp • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT ---------Assignment and Assumption Agreement • April 19th, 2002 • Packaging Dynamics Corp • Kansas
Exhibit A to Severance Agreement -------------------Severance Agreement • May 21st, 2002 • Packaging Dynamics Corp • Plastics products, nec • Illinois
ARTICLE I AMENDMENTS TO CREDIT AGREEMENTCredit Agreement • September 20th, 2004 • Packaging Dynamics Corp • Plastics products, nec • New York
NONNEGOTIABLE 7.5 % SUBORDINATED NOTE DUE JULY __, 2004 JULY __, 1999Packaging Dynamics Corp • April 19th, 2002
September 14, 2004 Packaging Investors, L.P. c/o Group III 31, L.L.C. 201 Main Street, Suite 3100 Fort Worth, Texas 76102 Frank V. Tannura Phillip D. Harris c/o Packaging Dynamics Corporation 3900 West 43rd Street Chicago, Illinois 60632 G. Douglas...Letter Agreement • September 20th, 2004 • Packaging Dynamics Corp • Plastics products, nec
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 19th, 2002 • Packaging Dynamics Corp
Exhibit 10.2 ------------ SEPARATION AGREEMENT This SEPARATION AGREEMENT (this "Agreement"), dated as of March 31, 2005, is entered into by and between Packaging Dynamics Corporation, a Delaware corporation (the "Company") and Randy Van Antwerp...Separation Agreement • April 7th, 2005 • Packaging Dynamics Corp • Plastics products, nec • Delaware
EXHIBIT 10.2 Packaging Dynamics Corporation Merrill Lynch Nonqualified Deferred Compensation Plan Adoption Agreement The Packaging Dynamics Corporation Merrill Lynch Nonqualified Deferred Compensation Plan Adoption Agreement is hereby amended,...Agreement • November 14th, 2003 • Packaging Dynamics Corp • Plastics products, nec • New York
EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 29, 2003Credit Agreement • November 14th, 2003 • Packaging Dynamics Corp • Plastics products, nec • New York
EXHIBIT 1 ACQUISITION AGREEMENTAcquisition Agreement • September 23rd, 2004 • Packaging Dynamics Corp • Plastics products, nec • Delaware
RECITALSNon-Competition Agreement • September 20th, 2004 • Packaging Dynamics Corp • Plastics products, nec • Delaware
Exhibit 10.10 LOAN AGREEMENT Dated: December 27, 1993 THIS AGREEMENT, (the "Loan Agreement") made and entered by and between Bagcraft Corporation of America, Chicago, Illinois, hereinafter sometimes referred to as "Corporation", and the City of Baxter...Credit Agreement • April 19th, 2002 • Packaging Dynamics Corp • Kansas
BETWEENTax Sharing Agreement • August 9th, 2002 • Packaging Dynamics Corp • Plastics products, nec • Delaware
Exhibit 10.13 AMENDED AND RESTATED CONSULTING AGREEMENT This Amended and Restated Consulting Agreement (the "Restated Agreement"), dated as of June 30, 1999 by and between Packaging Dynamics, L.L.C., a Delaware limited liability company (the...Consulting Agreement • April 19th, 2002 • Packaging Dynamics Corp • Illinois
AMENDMENT TODistribution Agreement • May 21st, 2002 • Packaging Dynamics Corp • Plastics products, nec • Delaware
THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this "Amendment") --------- is entered into as of August 18, 2000 among PACKAGING DYNAMICS, L.L.C., a Delaware limited liability company ("Packaging"), INTERNATIONAL CONVERTER, INC., --------- a...Credit Agreement and Waiver • April 19th, 2002 • Packaging Dynamics Corp
SUBLEASE --------Agreement • April 19th, 2002 • Packaging Dynamics Corp
BY AND AMONGRegistration Rights Agreement • March 27th, 2003 • Packaging Dynamics Corp • Plastics products, nec • Delaware
Exhibit 10.12 COMMERCIAL GUARANTY ------------------- This Commercial Guaranty ("Guaranty") is made as of November 20, 1998, by Bagcraft Acquisition, LLC ("Guarantor"), a Delaware limited liability corporation, in favor of the City of Baxter Springs,...Commercial Guaranty • April 19th, 2002 • Packaging Dynamics Corp • Kansas
Exhibit 10.1 ------------ AMENDMENT TO SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Amendment to Severance and Change of Control Agreement (this "Amendment"), effective as of January 16, 2006, is entered into by and between Packaging Dynamics...Severance and Change of Control Agreement • January 19th, 2006 • Packaging Dynamics Corp • Plastics products, nec • Illinois
Exhibit 10.1 ------------ SEPARATION AGREEMENT This SEPARATION AGREEMENT (this "Agreement"), dated as of September 21, 2005, is entered into by and between Packaging Dynamics Corporation, a Delaware corporation (the "Company") and Phillip D. Harris...Separation Agreement • September 23rd, 2005 • Packaging Dynamics Corp • Plastics products, nec • Delaware
EXHIBIT 10.3 SEVERANCE AND CHANGE OF CONTROL AGREEMENT THIS AGREEMENT is made as of October 1, 2004 by and between Packaging Dynamics Corporation (the "Company") and Mr. Patrick T. Chambliss (the "Executive"). The parties hereto, intending to be...Severance and Change of Control Agreement • October 7th, 2004 • Packaging Dynamics Corp • Plastics products, nec • Illinois
EXHIBIT 10.21 SEVERANCE AND CHANGE OF CONTROL AGREEMENT THIS AGREEMENT is made as of January 23, 2003 by and between Packaging Dynamics Corporation (the "Company") and Phil Harris (the "Executive"). The parties hereto, intending to be legally bound...Control Agreement • March 27th, 2003 • Packaging Dynamics Corp • Plastics products, nec • Illinois
EXHIBIT 4 FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2002 • Packaging Dynamics Corp • Plastics products, nec • Delaware
BY AND AMONGRegistration Rights Agreement • August 9th, 2002 • Packaging Dynamics Corp • Plastics products, nec • Delaware
L E A S EReal Estate Purchase Agreement • March 27th, 2003 • Packaging Dynamics Corp • Plastics products, nec • Iowa
Exhibit 10.30 [FORM OF NONQUALIFIED STOCK OPTION AGREEMENT] PACKAGING DYNAMICS CORPORATION 2002 LONG TERM INCENTIVE STOCK PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT (the "Agreement"), made effective as of the __ day of June, 2002...Nonqualified Stock Option Agreement • May 21st, 2002 • Packaging Dynamics Corp • Plastics products, nec • Delaware
BETWEENTax Sharing Agreement • May 30th, 2002 • Packaging Dynamics Corp • Plastics products, nec • Delaware
