Common use of Amendments to Security Agreement Clause in Contracts

Amendments to Security Agreement. The Security Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended by: (a) Deleting the word “Second” before the words “Secured Floating Rate Notes” in Preliminary Statement (1) therein; and (b) Substituting the first parenthetical in Preliminary Statement (1) therein with the following parenthetical: Pregis – 2nd Lien Security Agreement Amendment “(together with any additional notes from time to time issued under the Indenture, including, without limitation, the Senior Secured Floating Rate Notes due 2013 issued on October 5, 2009, the “Notes”)” (c) Adding a new clause (d) in Section 9 to read as follows: (d) Pursuant to Section 12.06(b) of the Indenture, the Collateral Agent has requested and each Grantor hereby agrees to take the following actions promptly after the issue date of the Senior Secured Floating Rate Notes due 2013 issued on October 5, 2009, to provide a perfected security interest securing such notes: (w) amend the Subordinated Pledge Agreement, dated as of October 12, 2005, between the Company, and the Collateral Agent, (x) amend the existing mortgages and deeds of trust and provide local counsel opinions in connection with the same, such amendments and opinions to be in form and substance reasonably satisfactory to the Collateral Agent, (y) (i) with respect to the property located in Queensbury, New York, amend the mortgage to increase the capped secured amount thereunder to $3,500,000 and (ii) with respect to the properties located outside of the State of New York, obtain (through an endorsement to the applicable existing title insurance policy) increased title insurance coverage in an amount equal to 10% of the applicable existing insured amount and a date-down endorsement for the applicable existing title insurance policy which modifies the effective date of the title insurance policy to a current date and (z) amend the intellectual property security agreements, the parties hereto hereby agreeing that for purposes of Section 12.06(b) and 12.06(d) of the Indenture, given the number, extent and complexity of the filings in connection with the foregoing clauses (w) through (z), completion of such filings and delivery of perfected security interests and the items identified in such clauses within 120 days from the issue date of the Senior Secured Floating Rate Notes due 2013 issued on October 5, 2009 shall constitute prompt delivery for the purposes thereof; provided that, in the event any of the properties subject to a mortgage or deed of trust is sold or transferred within such 120 day period, clauses (x) and (y) shall no longer apply to such property as and from the date of the sale or transfer.”

Amendments to Security Agreement. (a) The Security Agreement is, effective as of the date hereof and subject phrase “Such Grantor will provide to the satisfaction of Administrative Agent in accordance with the conditions precedent timeframe set forth in Section 25.15 of the Credit Agreement” set forth in Section 4.13 of the Security Agreement is hereby replaced in its entirety with the following phrase: “Such Grantor will promptly (or, hereby amended by: (aif applicable, in accordance with the timeframe set forth in Section 5.16 of the Credit Agreement) Deleting provide to the word “Second” before the words “Secured Floating Rate Notes” in Preliminary Statement (1) therein; andAdministrative Agent” (b) Substituting Section 7.1(a) of the first parenthetical Security Agreement is hereby replaced in Preliminary Statement its entirety to read as follows: “To the extent not delivered on the Amendment No. 1 Additional Amendments Effective Date, not later than ninety (190) therein days (or such longer period as the Administrative Agent may agree in its sole discretion) after the Amendment No. 1 Additional Amendments Effective Date, each Grantor shall execute and deliver to the Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than any Excluded Account) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B. After the Effective Date, each Grantor will comply with the following parenthetical: Pregis – 2nd Lien Security Agreement Amendment “(together with any additional notes from time to time issued under the Indenture, including, without limitation, the Senior Secured Floating Rate Notes due 2013 issued on October 5, 2009, the “Notes”)terms of Section 7.2.” (c) Adding a new clause (dThe first sentence of Section 7.1(b) of the Security Agreement is hereby replaced in Section 9 its entirety to read as follows: (b) Each Grantor shall direct all of its Account Debtors to forward payments directly to Collateral Deposit Accounts, unless such payment is otherwise permitted to be made to an Excluded Account.” (d) Pursuant Each reference to “Section 12.06(b) 2.18” in Section 7.3 of the Indenture, the Collateral Agent has requested and each Grantor Security Agreement is hereby agrees replaced with “Section 2.19”. (e) The reference to take the following actions promptly after the issue date “Section 2.10(b)” in Section 7.3 of the Senior Secured Floating Rate Notes due 2013 issued on October 5, 2009, to provide a perfected security interest securing such notes: Security Agreement is hereby replaced with “Section 2.11(b)”. (wf) amend the Subordinated Pledge Agreement, dated as of October 12, 2005, between the Company, and the Collateral Agent, (x) amend the existing mortgages and deeds of trust and provide local counsel opinions in connection with the same, such amendments and opinions to be in form and substance reasonably satisfactory to the Collateral Agent, (y) (i) with respect to the property located in Queensbury, New York, amend the mortgage to increase the capped secured amount thereunder to $3,500,000 and (ii) with respect to the properties located outside Section 7.4 of the State of New York, obtain (through an endorsement Security Agreement is hereby replaced in its entirety to the applicable existing title insurance policy) increased title insurance coverage in an amount equal to 10% of the applicable existing insured amount and a date-down endorsement for the applicable existing title insurance policy which modifies the effective date of the title insurance policy to a current date and (z) amend the intellectual property security agreements, the parties hereto hereby agreeing that for purposes of Section 12.06(b) and 12.06(d) of the Indenture, given the number, extent and complexity of the filings in connection with the foregoing clauses (w) through (z), completion of such filings and delivery of perfected security interests and the items identified in such clauses within 120 days from the issue date of the Senior Secured Floating Rate Notes due 2013 issued on October 5, 2009 shall constitute prompt delivery for the purposes thereof; provided that, in the event any of the properties subject to a mortgage or deed of trust is sold or transferred within such 120 day period, clauses (x) and (y) shall no longer apply to such property read as and from the date of the sale or transfer.”follows:

Amendments to Security Agreement. The Company and the Buyers hereby agree that: a. Section 3(e) of the Security Agreement is, effective shall be modified in its entirety to read as follows: “Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule C and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Parties at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of each of the date hereof Secured Parties a valid, perfected and subject continuing perfected first priority lien in the Collateral (other than Permitted Senior Liens; provided however, each Debtor shall promptly inform the Secured Parties upon learning of any prior lien on such oil and gas interests that would be materially adverse to the satisfaction interests of the conditions precedent Secured Parties thereon).” NYK 1161317-13.079338.0012 b. Section 3(f) of the Security Agreement shall be modified in its entirety to read as follows: “This Agreement together with such mortgages, deeds of trust, trust deeds, assignment of production and other agreements to be provided pursuant to the Post-Closing Letter Agreement entered into on the Closing Date by and among the Secured Parties and the Debtors, creates, or will create, in favor of the Secured Parties a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings described in the paragraph (g) set forth immediately below, will create a perfected first priority security interest in such Collateral (other than Permitted Senior Liens).” c. The first sentence of Section 23(i) of the Security Agreement shall be modified in its entirety to read as follows: “After making the filings contemplated by Section 3(f), hereby amended by:each Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral (subject only to Permitted Senior Liens) as described in Sections 3(e) and (f) of this Agreement in favor of the Secured Parties until this Agreement and the Security Interest hereunder shall be terminated pursuant to Section 11 hereof.” d. Section 3(s) of the Security Agreement shall be modified in its entirety to read as follows: “Each Debtor will not change its name, corporate structure, or identity, or add any new fictitious name unless it provides at least thirty (a30) Deleting days prior written notice to the word Secured Parties of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue perfected the perfected first priority Security Interest granted and evidenced by this Agreement (subject only to Permitted Senior Liens).” e. Section 12(b) of the Security Agreement shall be modified in its entirety to read as follows: “Second” before On a continuing basis, each Debtor will make, execute, acknowledge, deliver, file and record, as the words “Secured Floating Rate Notes” in Preliminary Statement (1) therein; and (b) Substituting the first parenthetical in Preliminary Statement (1) therein case may be, with the following parenthetical: Pregis – 2nd Lien Security Agreement Amendment “(together with proper filing and recording agencies in any additional notes from time to time issued under the Indenturejurisdiction, including, without limitation, the Senior Secured Floating Rate Notes due 2013 issued jurisdictions indicated on October 5Schedule C attached hereto, 2009all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the “Notes”)” (c) Adding Agent, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Required Holders the grant or perfection of a new clause (d) perfected first priority NYK 1161317-13.079338.0012 security interest in Section 9 to read as follows: (d) Pursuant to Section 12.06(b) of the Indenture, all the Collateral Agent has requested and each Grantor hereby agrees to take under the following actions promptly after the issue date of the UCC (other than Permitted Senior Secured Floating Rate Notes due 2013 issued on October 5, 2009, to provide a perfected security interest securing such notes: (w) amend the Subordinated Pledge Agreement, dated as of October 12, 2005, between the Company, and the Collateral Agent, (x) amend the existing mortgages and deeds of trust and provide local counsel opinions in connection with the same, such amendments and opinions to be in form and substance reasonably satisfactory to the Collateral Agent, (y) (i) with respect to the property located in Queensbury, New York, amend the mortgage to increase the capped secured amount thereunder to $3,500,000 and (ii) with respect to the properties located outside of the State of New York, obtain (through an endorsement to the applicable existing title insurance policy) increased title insurance coverage in an amount equal to 10% of the applicable existing insured amount and a date-down endorsement for the applicable existing title insurance policy which modifies the effective date of the title insurance policy to a current date and (z) amend the intellectual property security agreements, the parties hereto hereby agreeing that for purposes of Section 12.06(b) and 12.06(d) of the Indenture, given the number, extent and complexity of the filings in connection with the foregoing clauses (w) through (zLiens), completion of such filings and delivery of perfected security interests and the items identified in such clauses within 120 days from the issue date of the Senior Secured Floating Rate Notes due 2013 issued on October 5, 2009 shall constitute prompt delivery for the purposes thereof; provided that, in the event any of the properties subject to a mortgage or deed of trust is sold or transferred within such 120 day period, clauses (x) and (y) shall no longer apply to such property as and from the date of the sale or transfer.”

Amendments to Security Agreement. (a) The definition of "Excluded Property" in Section 2 of the Security Agreement is, effective as is hereby amended by adding the following immediately after clause (ii) thereof: "and (iii) any General Intangibles and other Investment Property consisting of equity Investments in a Person permitted under Section 8.02(h) of the date hereof and Credit Agreement, to the extent that the operating agreement, partnership agreement or other relevant governing documents or other contractual restrictions for such Person expressly prohibits the granting of a security interest therein or condition the granting of a security interest therein on the consent of a third party whose consent has not been obtained or would cause, or allow a third party to cause, the forfeiture of such property upon the granting of a security interest therein (other than to the extent that any such requirement or restriction would be rendered ineffective pursuant to Sections 9-407 or 9-408 of Revised Article 9 of the UCC), provided, however, that if such prohibition or the condition requiring such consent relates only to the foreclosure of a security interest or the exercise of other rights or remedies upon a default, then a security interest in such property shall be deemed to be granted by this Agreement subject to the satisfaction condition that the consent of such third party is obtained by the conditions precedent set forth in Section 2, hereby amended by: (a) Deleting the word “Second” before the words “Secured Floating Rate Notes” in Preliminary Statement (1) therein; andAdministrative Agent prior to foreclosure or exercising of its other rights or remedies hereunder as to which such consent is required." (b) Substituting the first parenthetical in Preliminary Statement (1) therein with the following parenthetical: Pregis – 2nd Lien Security Agreement Amendment “(together with any additional notes from time to time issued under the Indenture, including, without limitation, the Senior Secured Floating Rate Notes due 2013 issued on October 5, 2009, the “Notes”)” (c) Adding a new clause (d) in Section 9 to read as follows: (d) Pursuant to Section 12.06(b4(a)(ii) of the Indenture, the Collateral Agent has requested and each Grantor Security Agreement is hereby agrees to take the following actions promptly after the issue date of the Senior Secured Floating Rate Notes due 2013 issued on October 5, 2009, to provide a perfected security interest securing such notes: (w) amend the Subordinated Pledge Agreement, dated as of October 12, 2005, between the Company, and the Collateral Agent, (x) amend the existing mortgages and deeds of trust and provide local counsel opinions in connection with the same, such amendments and opinions to be in form and substance reasonably satisfactory to the Collateral Agent, (y) amended by (i) with respect adding "or other Investment Property" after each reference to the property located in Queensbury, New York, amend the mortgage to increase the capped secured amount thereunder to $3,500,000 "Subsidiary Equity" therein and (ii) with respect adding the following clause to the properties located outside end of the State of New York, obtain (through an endorsement to the applicable existing title insurance policy) increased title insurance coverage in an amount equal to 10% of the applicable existing insured amount and a date-down endorsement for the applicable existing title insurance policy which modifies the effective date of the title insurance policy to a current date and (z) amend the intellectual property security agreements, the parties hereto hereby agreeing that for purposes of Section 12.06(b) and 12.06(d) of the Indenture, given the number, extent and complexity of the filings in connection with the foregoing clauses (w) through (z), completion of such filings and delivery of perfected security interests and the items identified in such clauses within 120 days from the issue date of the Senior Secured Floating Rate Notes due 2013 issued on October 5, 2009 shall constitute prompt delivery for the purposes first sentence thereof: "; provided that, in the event case of any such certificate that has been issued in connection with an Investment made by such Obligor in accordance with the terms of Section 8.02(h) of the properties subject Credit Agreement, the applicable Obligor shall only be obligated to a mortgage or deed of trust is sold or transferred within deliver such 120 day period, clauses (xcertificate to the Administrative Agent under this Section 4(a)(ii) and (y) shall no longer apply to such property as and from the date extent the value of the sale Investment represented by such Investment Property is equal to or transfergreater than $5,000,000.”"

Amendments to Security Agreement. The Security Agreement is, effective as of the date hereof and subject Subject to the satisfaction of the conditions precedent set forth in Section 218 hereof, the Security Agreement is hereby amended byas follows: (a) Deleting The Security Agreement is hereby amended by inserting the word following new Section 2(a)(vii) immediately following existing Section 2(a)(vi): (vii) During the period from February 29, 2008 through April 30, 2008, at the time of each requested borrowing by the Companies, but no less frequently than weekly the Companies shall submit a report, reasonably satisfactory in form and substance to Laurus’ (each, a “Second” before the words “Secured Floating Rate Notes” in Preliminary Statement Cumulative Transaction Report”) stating that (1) thereinthe Companies’ “cumulative transactions” and “cumulative cash receipts” for the period commencing on February 7, 2008 through the date immediately prior to the submission of the applicable Cumulative Transaction Report are no more than five percent (5%) less than the projected targets for such “cumulative transactions” and “cumulative cash receipts” set forth in the Approved Budget; andand (2) estimated “revenues” (which such estimates shall be made by the Company in good faith), for the period commencing on February 7, 2008 through the date immediately prior to the submission of the applicable Cumulative Transaction Report are no more than fifteen percent (15%) less than the projected targets for such “revenues set forth in the Approved Budget; (3) on the first business day of each month on and after the date hereof, that the Companies’ actual :revenues” for the prior month period on a cumulative basis are no more than 5% less than the projected targets for such “revenues” set forth in the Approved Budget. The failure of the Companies to comply with any of clauses (1), (2) or (3) above shall result in a “Budget Violation” which shall reduce the applicable Formula Amount as further described in the definition of “Formula Amount.” Waiver and Amendment (b) Substituting The definitions of “Formula Amount,” “Maximum Availability Amount” and “Revolving Loan Term” appearing in Annex A to the first parenthetical Security Agreement are hereby deleted in Preliminary Statement (1) therein with their entirety and the following parentheticalnew definitions are inserted in lieu thereof: Pregis – 2nd Lien Security Agreement Amendment “(together with any additional notes from time to time issued under the Indenture‘Formula Amount’ means, including, without limitation, the Senior Secured Floating Rate Notes due 2013 issued on October 5, 2009, the “Notes”)” (c) Adding a new clause (d) in Section 9 to read as follows: (d) Pursuant subject to Section 12.06(b2(a)(vii) of the Indenture, the Collateral Agent has requested and each Grantor hereby agrees to take the following actions promptly after the issue date of the Senior Secured Floating Rate Notes due 2013 issued on October 5, 2009, to provide a perfected security interest securing such notes: (w) amend the Subordinated Pledge Agreement, dated as of October 12, 2005, between the Company, and the Collateral Agent, (x) amend the existing mortgages and deeds of trust and provide local counsel opinions in connection with the same, such amendments and opinions to be in form and substance reasonably satisfactory to the Collateral Agent, (y) (i) with respect to for the property located in Queensburyperiod commencing on February 7, New York2008 through and including February 29, amend the mortgage to increase the capped secured amount thereunder to 2008, $3,500,000 and 5,200,000, (ii) with respect to for the properties located outside period commencing on March 1, 2008 through and including March 15, 2008, $5,700,000 and (iii) for the period commencing on March 16, 2008 through and including the expiration of the State of New YorkRevolving Loan Term, obtain (through an endorsement to the applicable existing title insurance policy) increased title insurance coverage in an amount equal to 10% of the applicable existing insured amount and a date-down endorsement for the applicable existing title insurance policy which modifies the effective date of the title insurance policy to a current date and (z) amend the intellectual property security agreements, the parties hereto hereby agreeing that for purposes of Section 12.06(b) and 12.06(d) of the Indenture, given the number, extent and complexity of the filings in connection with the foregoing clauses (w) through (z), completion of such filings and delivery of perfected security interests and the items identified in such clauses within 120 days from the issue date of the Senior Secured Floating Rate Notes due 2013 issued on October 5, 2009 shall constitute prompt delivery for the purposes thereof$6,200,000; provided that, notwithstanding the foregoing, in the event any that a Budget Violation has occurred and is continuing, the Formula Amount shall remain at or be reset to $5,200,000, as applicable, through expiration of the properties subject to a mortgage or deed of trust is sold or transferred within such 120 day period, clauses (x) and (y) shall no longer apply to such property as and from the date of the sale or transferRevolving Loan Term.”