1006-00001 · Firm's first financing engagement for the Company · Transaction Documents

mezzanine-promissory-note.docx DOCUMENT Finance & Banking

9 / 12 ← → ✕

MEZZANINE PROMISSORY NOTE

$20,000,000.00

April 22, 2021 New York, New York

FOR VALUE RECEIVED, the undersigned, Crestline Packaging Solutions LLC, an Ohio limited liability company (the "Maker" or "Borrower"), having its principal place of business at 4510 Harshman Road, Dayton, OH 45424, hereby unconditionally promises to pay to the order of Ironwood Capital Finance LLC, a Delaware limited liability company (the "Payee" or "Lender"), having its principal office at 600 Lexington Avenue, 22nd Floor, New York, NY 10022, the principal sum of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000.00), together with interest thereon as hereinafter provided, in each case in accordance with the terms and subject to the conditions set forth herein and in the Credit Agreement (as defined below).

This Note is the "Note" referred to in, and is issued pursuant to, that certain Mezzanine Credit Agreement, dated as of April 22, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and between the Borrower and the Lender. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. The terms and provisions of the Credit Agreement are hereby incorporated herein by reference.

This Note evidences the Mezzanine Loan made by the Lender to the Borrower under and pursuant to the Credit Agreement. The Borrower acknowledges receipt of the full principal amount of the Mezzanine Loan on the date hereof and confirms that the proceeds thereof have been or will be applied in accordance with the purposes set forth in Section 2.14 of the Credit Agreement.

Section 1. Interest.

1.1 Interest Rate. The unpaid principal balance of this Note outstanding from time to time shall bear interest at a fixed rate equal to ten and 50/100 percent (10.50%) per annum (1,050 basis points). Such interest shall consist of the following two components:

(a) Cash Pay Interest. Interest at a rate equal to eight percent (8.00%) per annum (800 basis points) (the "Cash Interest Rate"), which shall be payable in cash on each Quarterly Payment Date (as defined below) in arrears in accordance with Section 1.2 below (such interest, "Cash Pay Interest"); and

(b) PIK Interest. Interest at a rate equal to two and 50/100 percent (2.50%) per annum (250 basis points) (the "PIK Interest Rate"), which, in lieu of being paid in cash, shall be capitalized and added to the outstanding principal balance of this Note on each Quarterly Payment Date in accordance with Section 1.2 below (such interest, "PIK Interest"). Upon such capitalization, the PIK Interest so added shall be deemed principal for all purposes under this Note and the other Loan Documents and shall thereafter bear interest at the full rate of 10.50% per annum in accordance with this Section 1.

For the avoidance of doubt, the aggregate interest rate applicable to the unpaid principal balance of this Note shall at all times equal the sum of the Cash Interest Rate and the PIK Interest Rate (i.e., 10.50% per annum), subject to adjustment for Default Interest as provided in Section 1.4 below.

1.2 Payment of Interest.

(a) Cash Pay Interest shall be payable quarterly in arrears on the last Business Day of each March, June, September, and December of each calendar year during the term of the Mezzanine Loan (each, a "Quarterly Payment Date"), commencing on June 30, 2021, and continuing on each successive Quarterly Payment Date thereafter through and including the Maturity Date, or such earlier date on which this Note is repaid in full. For the initial Interest Period, Cash Pay Interest shall be computed for the period from and including the date hereof through and to but excluding the first Quarterly Payment Date. The initial quarterly Cash Pay Interest payment, calculated on the basis of the original principal amount and a full quarterly period, shall be Four Hundred Thousand and 00/100 Dollars ($400,000.00), computed as follows: $20,000,000.00 × 8.00% × (90/360).

(b) PIK Interest shall be computed on the outstanding principal balance of this Note (including any PIK Interest previously capitalized) on each Quarterly Payment Date and, in lieu of being paid in cash, shall be automatically capitalized and added to the outstanding principal balance of this Note on each such Quarterly Payment Date. The initial quarterly PIK Interest amount, calculated on the basis of the original principal amount and a full quarterly period, shall be One Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000.00), computed as follows: $20,000,000.00 × 2.50% × (90/360). Following the capitalization of such PIK Interest on the first Quarterly Payment Date, the outstanding principal balance of this Note shall be $20,125,000.00, and interest for the immediately following Interest Period shall accrue on such increased principal balance.

(c) Total Initial Quarterly Interest. The total initial quarterly interest charge (Cash Pay Interest plus PIK Interest) shall be Five Hundred Twenty-Five Thousand and 00/100 Dollars ($525,000.00). On an annualized basis, the total interest for the first year of the Mezzanine Loan (assuming no prepayments and disregarding the effect of PIK compounding during such year) shall be approximately Two Million One Hundred Thousand and 00/100 Dollars ($2,100,000.00).

(d) All accrued and unpaid Cash Pay Interest and all capitalized PIK Interest remaining outstanding on the Maturity Date shall be due and payable in full on the Maturity Date.

1.3 Computation of Interest. All interest payable under this Note shall be computed on the basis of a 360-day year consisting of twelve (12) months of thirty (30) days each (or, if so specified in the Credit Agreement, on the basis of actual days elapsed over a 360-day year). Interest shall accrue from and including the date of the making of the Mezzanine Loan to but excluding the date of repayment in full of all amounts outstanding hereunder. Once capitalized, PIK Interest amounts shall themselves bear interest at the same aggregate rate of 10.50% per annum (consisting of the Cash Interest Rate and the PIK Interest Rate), and such PIK Interest shall compound on each succeeding Quarterly Payment Date in the manner described in Section 1.2(b) above. The Lender shall maintain records of the outstanding principal balance of this Note (including capitalized PIK Interest), and such records shall be prima facie evidence of the amounts outstanding hereunder absent manifest error.

1.4 Default Interest. Upon the occurrence and during the continuance of any Event of Default (as defined in the Credit Agreement), the entire outstanding principal balance of this Note and, to the extent permitted by applicable law, all accrued and unpaid interest thereon (including all capitalized PIK Interest) and all other amounts payable hereunder and under the Credit Agreement shall bear interest at a rate per annum equal to two percent (2.00%) above the rate of interest otherwise applicable to such amounts (i.e., at an aggregate rate of twelve and 50/100 percent (12.50%) per annum on outstanding principal) (the "Default Rate"), as more fully set forth in Section 2.7 of the Credit Agreement. Default Interest shall accrue from the date of the occurrence of such Event of Default until such Event of Default is cured or waived or this Note is paid in full, whichever occurs first. Accrual of interest at the Default Rate shall not constitute a waiver by the Lender of any Event of Default or of any right or remedy available to the Lender under this Note, the Credit Agreement, or any other Loan Document.

Section 2. Principal Repayment.

2.1 Maturity Date. Unless sooner paid in full or accelerated in accordance with the terms of this Note or the Credit Agreement, the entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon (including, without limitation, all capitalized PIK Interest), all fees, premiums, and all other amounts due and payable hereunder or under the Credit Agreement, shall be due and payable in full on May 7, 2026 (the "Maturity Date"). The Borrower acknowledges and agrees that no scheduled amortization payments of principal shall be required prior to the Maturity Date, and the Mezzanine Loan shall be structured as a "bullet" maturity facility, with the full principal balance (as increased by capitalized PIK Interest) payable on the Maturity Date.

2.2 Mandatory and Optional Prepayments. Mandatory prepayments and optional prepayments of principal shall be made in accordance with the terms and conditions set forth in Articles IV and V of the Credit Agreement, including, without limitation, mandatory prepayments arising from Excess Cash Flow sweeps, Asset Sale proceeds, Casualty Event proceeds, and Extraordinary Receipts, in each case as more fully described therein and subject to the priorities and waterfall provisions established under the Intercreditor Agreement.

Any optional prepayment of the principal balance of this Note, in whole or in part, shall be subject to the following prepayment premiums (collectively, the "Prepayment Premium"), calculated as a percentage of the principal amount so prepaid, as set forth in the Credit Agreement:

(a) During Year 1 (from the Closing Date through and including the first anniversary of the Closing Date): a premium equal to three percent (3.00%) of the principal amount prepaid (i.e., prepayment at 103% of par);

(b) During Year 2 (from the day after the first anniversary of the Closing Date through and including the second anniversary of the Closing Date): a premium equal to two percent (2.00%) of the principal amount prepaid (i.e., prepayment at 102% of par);

(c) During Year 3 (from the day after the second anniversary of the Closing Date through and including the third anniversary of the Closing Date): a premium equal to one percent (1.00%) of the principal amount prepaid (i.e., prepayment at 101% of par); and

(d) During Years 4 and 5 (from the day after the third anniversary of the Closing Date through and including the Maturity Date): no prepayment premium shall be due or payable (i.e., prepayment at par (100%)).

The Borrower acknowledges and agrees that any Prepayment Premium payable in connection with an optional prepayment of this Note shall also be due and payable in connection with any mandatory prepayment of this Note, any acceleration of the Maturity Date following an Event of Default, or any prepayment effected by operation of law, in each case as more fully set forth in the Credit Agreement. The Borrower further acknowledges that the Prepayment Premium constitutes reasonable liquidated damages and not a penalty, and that the Lender would not have made the Mezzanine Loan without the agreement of the Borrower to pay the Prepayment Premium.

Section 3. Manner of Payment.

All payments of principal, interest (including Cash Pay Interest and, to the extent paid in cash, PIK Interest), fees, premiums (including any Prepayment Premium), and all other amounts due under this Note shall be made in lawful money of the United States of America in immediately available funds, without setoff, counterclaim, deduction, or withholding of any kind (except as required by applicable law). Payments shall be made by wire transfer to the account of the Lender at such bank or financial institution as the Lender may designate in writing from time to time, or as otherwise specified in the Credit Agreement. Until the Lender provides alternative wire instructions, payments shall be directed to the account specified in Section 2.12 of the Credit Agreement.

If any date on which a payment of principal, interest, or any other amount is due under this Note falls on a day that is not a Business Day (as defined in the Credit Agreement), such payment shall be due and payable on the next succeeding Business Day, and interest shall continue to accrue on the outstanding principal balance through and including such extended payment date at the applicable rate set forth herein.

All payments received by the Lender under this Note shall be applied in the order of priority set forth in the Credit Agreement, and, in the absence of any specific direction therein, shall be applied first to accrued and unpaid fees and expenses, second to accrued and unpaid Cash Pay Interest, third to accrued and capitalized PIK Interest, and fourth to outstanding principal.

Section 4. Security.

The obligations of the Borrower under this Note, including, without limitation, the payment of principal, interest, fees, premiums, and all other amounts due hereunder, are secured by:

(a) a second-priority security interest in and lien upon substantially all assets of the Borrower and of Crestline Coatings Inc., an Ohio corporation and wholly owned subsidiary of the Borrower (together with the Borrower, the "Loan Parties"), including, without limitation, all accounts, chattel paper, deposit accounts, equipment, fixtures, general intangibles, goods, instruments, intellectual property, inventory, investment property, letter-of-credit rights, and proceeds thereof, in each case whether now owned or hereafter acquired, pursuant to that certain Security Agreement, dated as of April 22, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), by and among the Loan Parties and the Lender;

(b) a second-priority mortgage lien on the real property and improvements located at 4510 Harshman Road, Dayton, OH 45424, Montgomery County, Ohio, together with all easements, appurtenances, and fixtures relating thereto, pursuant to that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of April 22, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Mortgage"), granted by the Borrower in favor of the Lender; and

(c) a pledge of one hundred percent (100%) of the issued and outstanding membership interests in Crestline Coatings Inc. held by the Borrower, pursuant to that certain Pledge Agreement, dated as of April 22, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Pledge Agreement"), by the Borrower in favor of the Lender.

The Borrower acknowledges and agrees that all of the foregoing security interests, liens, and pledges (collectively, the "Mezzanine Liens") are second-priority liens, which are subordinated in lien priority to the first-priority security interests and liens granted in favor of Pinnacle Commercial Bank, N.A., in its capacity as administrative agent (the "Senior Agent") under the Senior Credit Agreement (as defined below), all as more fully set forth in, and subject to the terms and conditions of, that certain Intercreditor Agreement, dated as of April 22, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among the Senior Agent, the Lender, and acknowledged by the Borrower and the other Loan Parties. The rights and remedies of the Lender with respect to the Mezzanine Liens are subject in all respects to the limitations and restrictions set forth in the Intercreditor Agreement.

Section 5. Subordination.

This Note and all indebtedness evidenced hereby, including, without limitation, all principal, interest (including Cash Pay Interest and PIK Interest), fees, premiums, and other amounts payable hereunder and under the Credit Agreement and the other Loan Documents (collectively, the "Mezzanine Obligations"), are expressly subordinated in right of payment and in lien priority to the Senior Obligations (as defined in the Intercreditor Agreement) owed to Pinnacle Commercial Bank, N.A. (as Senior Agent and on behalf of the Senior Lenders) under that certain Senior Secured Credit Agreement, dated as of September 12, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Senior Credit Agreement"), by and among the Borrower, the Senior Lenders party thereto, and Pinnacle Commercial Bank, N.A., as administrative agent and collateral agent, all as more fully set forth in the Intercreditor Agreement, dated as of April 22, 2021, among Pinnacle Commercial Bank, N.A. (as Senior Agent), Ironwood Capital Finance LLC (as Mezzanine Lender), and acknowledged by the Borrower and the other Loan Parties.

Without limiting the generality of the foregoing, the Borrower and the Lender acknowledge and agree that the Intercreditor Agreement contains, among other things:

(a) Standstill Provisions. In the event of certain defaults under the Senior Credit Agreement or the Credit Agreement, the Lender shall be subject to a standstill period of one hundred eighty (180) days (the "Standstill Period") during which the Lender may not exercise remedies against the Collateral or take Enforcement Actions (as defined in the Intercreditor Agreement), all as more fully described in Section 6 of the Intercreditor Agreement;

(b) Payment blockage Mechanics. Upon delivery of a Payment blockage Notice (as defined in the Intercreditor Agreement) by the Senior Agent to the Lender, payments on account of the Mezzanine Obligations (other than PIK Interest that is capitalized and not paid in cash) shall be blocked for the applicable Payment blockage Period, not to exceed 179 consecutive days in any 365-day period, all as more fully described in Section 5 of the Intercreditor Agreement; and

(c) Turnover Obligations. Any payments or distributions received by the Lender in violation of the subordination provisions of the Intercreditor Agreement shall be held in trust for the benefit of the Senior Agent and promptly turned over to the Senior Agent for application against the Senior Obligations.

The provisions of this Section 5 are for the benefit of the holders of the Senior Obligations and may be enforced by the Senior Agent on their behalf. The Borrower and the Lender each agree to be bound by the terms of the Intercreditor Agreement, and in the event of any conflict between this Note and the Intercreditor Agreement with respect to matters of subordination, lien priority, or the exercise of remedies, the terms of the Intercreditor Agreement shall govern and control.

Section 6. Events of Default.

Upon the occurrence and during the continuance of any Event of Default (as defined in Article VIII of the Credit Agreement), the Lender may, at its option, by written notice to the Borrower (or, in the case of certain Events of Default relating to the bankruptcy, insolvency, or reorganization of the Borrower or any of its Subsidiaries, automatically and without any notice or other action on the part of the Lender), declare all outstanding principal of this Note, all accrued and unpaid interest thereon (including all capitalized PIK Interest), all accrued and unpaid fees, any applicable Prepayment Premium, and all other amounts payable hereunder and under the Credit Agreement and the other Loan Documents to be immediately due and payable, whereupon the same shall become immediately due and payable, all as more fully described in the Credit Agreement.

The Events of Default are set forth in Article VIII of the Credit Agreement and include, without limitation, (i) failure to pay principal, interest, or other amounts when due, (ii) breach of representations and warranties, (iii) failure to comply with covenants, (iv) cross-default to other material indebtedness, (v) certain judgments, (vi) certain ERISA events, (vii) invalidity of Loan Documents, (viii) change of control, and (ix) bankruptcy or insolvency events. The Lender's rights and remedies upon the occurrence of an Event of Default are as set forth in the Credit Agreement and in the other Loan Documents, including, without limitation, the Security Agreement, the Mortgage, and the Pledge Agreement, in each case subject to the terms of the Intercreditor Agreement.

The rights and remedies of the Lender under this Note, the Credit Agreement, and the other Loan Documents are cumulative and not exclusive of any rights or remedies that the Lender may otherwise have at law, in equity, or under any other agreement or instrument. No failure or delay on the part of the Lender in exercising any right, power, or remedy shall operate as a waiver thereof, nor shall the exercise of any single right, power, or remedy preclude the exercise of any other right, power, or remedy.

Section 7. Credit Agreement Controls.

This Note is issued pursuant to, and is subject in all respects to, the terms and conditions of the Credit Agreement. The Borrower acknowledges that the Credit Agreement contains additional terms and conditions governing the Mezzanine Loan, including, without limitation, representations and warranties, affirmative and negative covenants, conditions precedent, events of default, and other provisions that are binding upon the Borrower and are hereby incorporated herein by reference.

In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Credit Agreement, the Credit Agreement shall govern and control in all respects.

Without limiting the foregoing, the Borrower acknowledges that the Credit Agreement contains, among other things:

(a) provisions for the acceleration of the maturity of this Note upon the occurrence of certain stated events, as more fully described in Article VIII of the Credit Agreement;

(b) provisions regarding financial covenants to be maintained by the Borrower, including (i) a Total Leverage Ratio not to exceed 4.75 to 1.00 (4.75x), tested on a trailing four-quarter basis as of the last day of each fiscal quarter, (ii) a Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 (1.15x), tested on a trailing four-quarter basis as of the last day of each fiscal quarter, and (iii) a Minimum EBITDA of not less than $12,500,000, tested on a trailing four-quarter basis as of the last day of each fiscal quarter, in each case as more fully defined and described in Article VII of the Credit Agreement;

(c) provisions regarding mandatory and optional prepayments, including Prepayment Premiums, as described in Section 2.2 of this Note and Articles IV and V of the Credit Agreement; and

(d) provisions regarding the use of proceeds of the Mezzanine Loan, which proceeds shall be applied in accordance with Section 2.14 of the Credit Agreement.

Section 8. Waivers.

The Borrower hereby expressly and unconditionally waives diligence, demand, presentment for payment, notice of nonpayment, notice of dishonor, protest, notice of protest, and all other notices and demands of every kind and nature in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as may be specifically and expressly required under the Credit Agreement. The Borrower hereby further waives any and all rights to require the Lender to proceed against any other person, entity, guarantor, or surety or to exhaust any security, collateral, or other source of repayment before proceeding against the Borrower under this Note.

No failure or delay by the Lender in exercising any right, power, privilege, or remedy under this Note, the Credit Agreement, or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, privilege, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. No waiver of any provision of this Note or of any default or Event of Default shall be effective unless set forth in a writing signed by the Lender, and any such waiver shall be limited solely to the specific instance and for the specific purpose for which it is given.

Section 9. Costs of Collection; Expenses.

The Borrower agrees to pay on demand all reasonable and documented costs and expenses (including, without limitation, reasonable attorneys' fees, legal assistants' fees, and disbursements of counsel) incurred by the Lender in connection with (a) the collection or enforcement of this Note, (b) the exercise of any rights or remedies hereunder or under the Credit Agreement or any other Loan Document, (c) any workout, restructuring, or negotiations in respect of the Mezzanine Obligations, and (d) any action or proceeding relating to this Note, the Credit Agreement, or any other Loan Document, including, without limitation, any action to enforce any judgment obtained in connection therewith. The obligations of the Borrower under this Section 9 shall survive the repayment in full of this Note and the termination of the Credit Agreement.

Section 10. Amendments.

This Note may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by the Borrower and the Lender, in accordance with the amendment and waiver provisions set forth in Section 10.1 of the Credit Agreement. No oral agreement or course of dealing between the Borrower and the Lender shall be effective to amend, modify, or waive any provision of this Note.

Section 11. Successors and Assigns.

This Note shall be binding upon the Borrower and its successors and permitted assigns, and shall inure to the benefit of the Lender and its successors and assigns. The Borrower may not assign or transfer any of its rights or obligations under this Note without the prior written consent of the Lender, and any purported assignment or transfer in violation of this restriction shall be null and void. The Lender may assign, transfer, negotiate, or grant participations in this Note and the Mezzanine Obligations, in whole or in part, in accordance with the assignment and participation provisions set forth in Section 10.6 of the Credit Agreement, without the consent of the Borrower except as expressly required therein. Upon any such permitted assignment, the assignee shall have all of the rights and obligations of the Lender hereunder to the extent of the interest so assigned.

Section 12. Governing Law.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY).

Section 13. Jurisdiction and Venue.

The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City and County of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note, the Credit Agreement, or any other Loan Document, or for recognition or enforcement of any judgment, and the Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note, the Credit Agreement, or any other Loan Document in any court referred to above, and (b) the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 13 shall affect the right of the Lender to serve legal process in any other manner permitted by law or to bring any action or proceeding against the Borrower or its property in the courts of any other jurisdiction.

Section 14. Waiver of Jury Trial.

EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH PARTY AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 15. Severability.

If any provision of this Note is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Note or the validity, legality, or enforceability of such provision in any other jurisdiction. In the event that any provision hereof is determined to be invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 16. Notices.

All notices, requests, demands, consents, and other communications required or permitted under this Note shall be in writing and shall be given, delivered, and deemed received in the manner and to the addresses set forth in Section 10.2 of the Credit Agreement. Until changed in accordance with the Credit Agreement, notices shall be addressed as follows:

If to the Borrower:

Crestline Packaging Solutions LLC 4510 Harshman Road Dayton, OH 45424

Attention: Raymond Cho, General Counsel

Email: rcho@crestlinepackaging.com

If to the Lender:

Ironwood Capital Finance LLC 600 Lexington Avenue, 22nd Floor New York, NY 10022

Attention: Derek Calloway, Managing Director

Email: dcalloway@ironwoodcapital.com

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

SIGNATURE PAGE TO MEZZANINE PROMISSORY NOTE

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Mezzanine Promissory Note as of the date first written above.

BORROWER:

CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company

By: ________

Name: Gerald F. Novak

Title: Chief Executive Officer

Date: April 22, 2021

ACKNOWLEDGED AND ACCEPTED:

LENDER:

IRONWOOD CAPITAL FINANCE LLC, a Delaware limited liability company

By: ________

Name: Derek Calloway

Title: Managing Director

Date: April 22, 2021

MEZZANINE PROMISSORY NOTE
$20,000,000.00
April 22, 2021 New York, New York
FOR VALUE RECEIVED, the undersigned, Crestline Packaging Solutions LLC, an Ohio limited liability company (the "Maker" or "Borrower"), having its principal place of business at 4510 Harshman Road, Dayton, OH 45424, hereby unconditionally promises to pay to the order of Ironwood Capital Finance LLC, a Delaware limited liability company (the "Payee" or "Lender"), having its principal office at 600 Lexington Avenue, 22nd Floor, New York, NY 10022, the principal sum of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000.00), together with interest thereon as hereinafter provided, in each case in accordance with the terms and subject to the conditions set forth herein and in the Credit Agreement (as defined below).
This Note is the "Note" referred to in, and is issued pursuant to, that certain Mezzanine Credit Agreement, dated as of April 22, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and between the Borrower and the Lender. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. The terms and provisions of the Credit Agreement are hereby incorporated herein by reference.
This Note evidences the Mezzanine Loan made by the Lender to the Borrower under and pursuant to the Credit Agreement. The Borrower acknowledges receipt of the full principal amount of the Mezzanine Loan on the date hereof and confirms that the proceeds thereof have been or will be applied in accordance with the purposes set forth in Section 2.14 of the Credit Agreement.
Section 1. Interest.
1.1 Interest Rate. The unpaid principal balance of this Note outstanding from time to time shall bear interest at a fixed rate equal to ten and 50/100 percent (10.50%) per annum (1,050 basis points). Such interest shall consist of the following two components:
(a) Cash Pay Interest. Interest at a rate equal to eight percent (8.00%) per annum (800 basis points) (the "Cash Interest Rate"), which shall be payable in cash on each Quarterly Payment Date (as defined below) in arrears in accordance with Section 1.2 below (such interest, "Cash Pay Interest"); and
(b) PIK Interest. Interest at a rate equal to two and 50/100 percent (2.50%) per annum (250 basis points) (the "PIK Interest Rate"), which, in lieu of being paid in cash, shall be capitalized and added to the outstanding principal balance of this Note on each Quarterly Payment Date in accordance with Section 1.2 below (such interest, "PIK Interest"). Upon such capitalization, the PIK Interest so added shall be deemed principal for all purposes under this Note and the other Loan Documents and shall thereafter bear interest at the full rate of 10.50% per annum in accordance with this Section 1.
For the avoidance of doubt, the aggregate interest rate applicable to the unpaid principal balance of this Note shall at all times equal the sum of the Cash Interest Rate and the PIK Interest Rate (i.e., 10.50% per annum), subject to adjustment for Default Interest as provided in Section 1.4 below.
1.2 Payment of Interest.
(a) Cash Pay Interest shall be payable quarterly in arrears on the last Business Day of each March, June, September, and December of each calendar year during the term of the Mezzanine Loan (each, a "Quarterly Payment Date"), commencing on June 30, 2021, and continuing on each successive Quarterly Payment Date thereafter through and including the Maturity Date, or such earlier date on which this Note is repaid in full. For the initial Interest Period, Cash Pay Interest shall be computed for the period from and including the date hereof through and to but excluding the first Quarterly Payment Date. The initial quarterly Cash Pay Interest payment, calculated on the basis of the original principal amount and a full quarterly period, shall be Four Hundred Thousand and 00/100 Dollars ($400,000.00), computed as follows: $20,000,000.00 × 8.00% × (90/360).
(b) PIK Interest shall be computed on the outstanding principal balance of this Note (including any PIK Interest previously capitalized) on each Quarterly Payment Date and, in lieu of being paid in cash, shall be automatically capitalized and added to the outstanding principal balance of this Note on each such Quarterly Payment Date. The initial quarterly PIK Interest amount, calculated on the basis of the original principal amount and a full quarterly period, shall be One Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000.00), computed as follows: $20,000,000.00 × 2.50% × (90/360). Following the capitalization of such PIK Interest on the first Quarterly Payment Date, the outstanding principal balance of this Note shall be $20,125,000.00, and interest for the immediately following Interest Period shall accrue on such increased principal balance.
(c) Total Initial Quarterly Interest. The total initial quarterly interest charge (Cash Pay Interest plus PIK Interest) shall be Five Hundred Twenty-Five Thousand and 00/100 Dollars ($525,000.00). On an annualized basis, the total interest for the first year of the Mezzanine Loan (assuming no prepayments and disregarding the effect of PIK compounding during such year) shall be approximately Two Million One Hundred Thousand and 00/100 Dollars ($2,100,000.00).
(d) All accrued and unpaid Cash Pay Interest and all capitalized PIK Interest remaining outstanding on the Maturity Date shall be due and payable in full on the Maturity Date.
1.3 Computation of Interest. All interest payable under this Note shall be computed on the basis of a 360-day year consisting of twelve (12) months of thirty (30) days each (or, if so specified in the Credit Agreement, on the basis of actual days elapsed over a 360-day year). Interest shall accrue from and including the date of the making of the Mezzanine Loan to but excluding the date of repayment in full of all amounts outstanding hereunder. Once capitalized, PIK Interest amounts shall themselves bear interest at the same aggregate rate of 10.50% per annum (consisting of the Cash Interest Rate and the PIK Interest Rate), and such PIK Interest shall compound on each succeeding Quarterly Payment Date in the manner described in Section 1.2(b) above. The Lender shall maintain records of the outstanding principal balance of this Note (including capitalized PIK Interest), and such records shall be prima facie evidence of the amounts outstanding hereunder absent manifest error.
1.4 Default Interest. Upon the occurrence and during the continuance of any Event of Default (as defined in the Credit Agreement), the entire outstanding principal balance of this Note and, to the extent permitted by applicable law, all accrued and unpaid interest thereon (including all capitalized PIK Interest) and all other amounts payable hereunder and under the Credit Agreement shall bear interest at a rate per annum equal to two percent (2.00%) above the rate of interest otherwise applicable to such amounts (i.e., at an aggregate rate of twelve and 50/100 percent (12.50%) per annum on outstanding principal) (the "Default Rate"), as more fully set forth in Section 2.7 of the Credit Agreement. Default Interest shall accrue from the date of the occurrence of such Event of Default until such Event of Default is cured or waived or this Note is paid in full, whichever occurs first. Accrual of interest at the Default Rate shall not constitute a waiver by the Lender of any Event of Default or of any right or remedy available to the Lender under this Note, the Credit Agreement, or any other Loan Document.
Section 2. Principal Repayment.
2.1 Maturity Date. Unless sooner paid in full or accelerated in accordance with the terms of this Note or the Credit Agreement, the entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon (including, without limitation, all capitalized PIK Interest), all fees, premiums, and all other amounts due and payable hereunder or under the Credit Agreement, shall be due and payable in full on May 7, 2026 (the "Maturity Date"). The Borrower acknowledges and agrees that no scheduled amortization payments of principal shall be required prior to the Maturity Date, and the Mezzanine Loan shall be structured as a "bullet" maturity facility, with the full principal balance (as increased by capitalized PIK Interest) payable on the Maturity Date.
2.2 Mandatory and Optional Prepayments. Mandatory prepayments and optional prepayments of principal shall be made in accordance with the terms and conditions set forth in Articles IV and V of the Credit Agreement, including, without limitation, mandatory prepayments arising from Excess Cash Flow sweeps, Asset Sale proceeds, Casualty Event proceeds, and Extraordinary Receipts, in each case as more fully described therein and subject to the priorities and waterfall provisions established under the Intercreditor Agreement.
Any optional prepayment of the principal balance of this Note, in whole or in part, shall be subject to the following prepayment premiums (collectively, the "Prepayment Premium"), calculated as a percentage of the principal amount so prepaid, as set forth in the Credit Agreement:
(a) During Year 1 (from the Closing Date through and including the first anniversary of the Closing Date): a premium equal to three percent (3.00%) of the principal amount prepaid (i.e., prepayment at 103% of par);
(b) During Year 2 (from the day after the first anniversary of the Closing Date through and including the second anniversary of the Closing Date): a premium equal to two percent (2.00%) of the principal amount prepaid (i.e., prepayment at 102% of par);
(c) During Year 3 (from the day after the second anniversary of the Closing Date through and including the third anniversary of the Closing Date): a premium equal to one percent (1.00%) of the principal amount prepaid (i.e., prepayment at 101% of par); and
(d) During Years 4 and 5 (from the day after the third anniversary of the Closing Date through and including the Maturity Date): no prepayment premium shall be due or payable (i.e., prepayment at par (100%)).
The Borrower acknowledges and agrees that any Prepayment Premium payable in connection with an optional prepayment of this Note shall also be due and payable in connection with any mandatory prepayment of this Note, any acceleration of the Maturity Date following an Event of Default, or any prepayment effected by operation of law, in each case as more fully set forth in the Credit Agreement. The Borrower further acknowledges that the Prepayment Premium constitutes reasonable liquidated damages and not a penalty, and that the Lender would not have made the Mezzanine Loan without the agreement of the Borrower to pay the Prepayment Premium.
Section 3. Manner of Payment.
All payments of principal, interest (including Cash Pay Interest and, to the extent paid in cash, PIK Interest), fees, premiums (including any Prepayment Premium), and all other amounts due under this Note shall be made in lawful money of the United States of America in immediately available funds, without setoff, counterclaim, deduction, or withholding of any kind (except as required by applicable law). Payments shall be made by wire transfer to the account of the Lender at such bank or financial institution as the Lender may designate in writing from time to time, or as otherwise specified in the Credit Agreement. Until the Lender provides alternative wire instructions, payments shall be directed to the account specified in Section 2.12 of the Credit Agreement.
If any date on which a payment of principal, interest, or any other amount is due under this Note falls on a day that is not a Business Day (as defined in the Credit Agreement), such payment shall be due and payable on the next succeeding Business Day, and interest shall continue to accrue on the outstanding principal balance through and including such extended payment date at the applicable rate set forth herein.
All payments received by the Lender under this Note shall be applied in the order of priority set forth in the Credit Agreement, and, in the absence of any specific direction therein, shall be applied first to accrued and unpaid fees and expenses, second to accrued and unpaid Cash Pay Interest, third to accrued and capitalized PIK Interest, and fourth to outstanding principal.
Section 4. Security.
The obligations of the Borrower under this Note, including, without limitation, the payment of principal, interest, fees, premiums, and all other amounts due hereunder, are secured by:
(a) a second-priority security interest in and lien upon substantially all assets of the Borrower and of Crestline Coatings Inc., an Ohio corporation and wholly owned subsidiary of the Borrower (together with the Borrower, the "Loan Parties"), including, without limitation, all accounts, chattel paper, deposit accounts, equipment, fixtures, general intangibles, goods, instruments, intellectual property, inventory, investment property, letter-of-credit rights, and proceeds thereof, in each case whether now owned or hereafter acquired, pursuant to that certain Security Agreement, dated as of April 22, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), by and among the Loan Parties and the Lender;
(b) a second-priority mortgage lien on the real property and improvements located at 4510 Harshman Road, Dayton, OH 45424, Montgomery County, Ohio, together with all easements, appurtenances, and fixtures relating thereto, pursuant to that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of April 22, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Mortgage"), granted by the Borrower in favor of the Lender; and
(c) a pledge of one hundred percent (100%) of the issued and outstanding membership interests in Crestline Coatings Inc. held by the Borrower, pursuant to that certain Pledge Agreement, dated as of April 22, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Pledge Agreement"), by the Borrower in favor of the Lender.
The Borrower acknowledges and agrees that all of the foregoing security interests, liens, and pledges (collectively, the "Mezzanine Liens") are second-priority liens, which are subordinated in lien priority to the first-priority security interests and liens granted in favor of Pinnacle Commercial Bank, N.A., in its capacity as administrative agent (the "Senior Agent") under the Senior Credit Agreement (as defined below), all as more fully set forth in, and subject to the terms and conditions of, that certain Intercreditor Agreement, dated as of April 22, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among the Senior Agent, the Lender, and acknowledged by the Borrower and the other Loan Parties. The rights and remedies of the Lender with respect to the Mezzanine Liens are subject in all respects to the limitations and restrictions set forth in the Intercreditor Agreement.
Section 5. Subordination.
This Note and all indebtedness evidenced hereby, including, without limitation, all principal, interest (including Cash Pay Interest and PIK Interest), fees, premiums, and other amounts payable hereunder and under the Credit Agreement and the other Loan Documents (collectively, the "Mezzanine Obligations"), are expressly subordinated in right of payment and in lien priority to the Senior Obligations (as defined in the Intercreditor Agreement) owed to Pinnacle Commercial Bank, N.A. (as Senior Agent and on behalf of the Senior Lenders) under that certain Senior Secured Credit Agreement, dated as of September 12, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Senior Credit Agreement"), by and among the Borrower, the Senior Lenders party thereto, and Pinnacle Commercial Bank, N.A., as administrative agent and collateral agent, all as more fully set forth in the Intercreditor Agreement, dated as of April 22, 2021, among Pinnacle Commercial Bank, N.A. (as Senior Agent), Ironwood Capital Finance LLC (as Mezzanine Lender), and acknowledged by the Borrower and the other Loan Parties.
Without limiting the generality of the foregoing, the Borrower and the Lender acknowledge and agree that the Intercreditor Agreement contains, among other things:
(a) Standstill Provisions. In the event of certain defaults under the Senior Credit Agreement or the Credit Agreement, the Lender shall be subject to a standstill period of one hundred eighty (180) days (the "Standstill Period") during which the Lender may not exercise remedies against the Collateral or take Enforcement Actions (as defined in the Intercreditor Agreement), all as more fully described in Section 6 of the Intercreditor Agreement;
(b) Payment blockage Mechanics. Upon delivery of a Payment blockage Notice (as defined in the Intercreditor Agreement) by the Senior Agent to the Lender, payments on account of the Mezzanine Obligations (other than PIK Interest that is capitalized and not paid in cash) shall be blocked for the applicable Payment blockage Period, not to exceed 179 consecutive days in any 365-day period, all as more fully described in Section 5 of the Intercreditor Agreement; and
(c) Turnover Obligations. Any payments or distributions received by the Lender in violation of the subordination provisions of the Intercreditor Agreement shall be held in trust for the benefit of the Senior Agent and promptly turned over to the Senior Agent for application against the Senior Obligations.
The provisions of this Section 5 are for the benefit of the holders of the Senior Obligations and may be enforced by the Senior Agent on their behalf. The Borrower and the Lender each agree to be bound by the terms of the Intercreditor Agreement, and in the event of any conflict between this Note and the Intercreditor Agreement with respect to matters of subordination, lien priority, or the exercise of remedies, the terms of the Intercreditor Agreement shall govern and control.
Section 6. Events of Default.
Upon the occurrence and during the continuance of any Event of Default (as defined in Article VIII of the Credit Agreement), the Lender may, at its option, by written notice to the Borrower (or, in the case of certain Events of Default relating to the bankruptcy, insolvency, or reorganization of the Borrower or any of its Subsidiaries, automatically and without any notice or other action on the part of the Lender), declare all outstanding principal of this Note, all accrued and unpaid interest thereon (including all capitalized PIK Interest), all accrued and unpaid fees, any applicable Prepayment Premium, and all other amounts payable hereunder and under the Credit Agreement and the other Loan Documents to be immediately due and payable, whereupon the same shall become immediately due and payable, all as more fully described in the Credit Agreement.
The Events of Default are set forth in Article VIII of the Credit Agreement and include, without limitation, (i) failure to pay principal, interest, or other amounts when due, (ii) breach of representations and warranties, (iii) failure to comply with covenants, (iv) cross-default to other material indebtedness, (v) certain judgments, (vi) certain ERISA events, (vii) invalidity of Loan Documents, (viii) change of control, and (ix) bankruptcy or insolvency events. The Lender's rights and remedies upon the occurrence of an Event of Default are as set forth in the Credit Agreement and in the other Loan Documents, including, without limitation, the Security Agreement, the Mortgage, and the Pledge Agreement, in each case subject to the terms of the Intercreditor Agreement.
The rights and remedies of the Lender under this Note, the Credit Agreement, and the other Loan Documents are cumulative and not exclusive of any rights or remedies that the Lender may otherwise have at law, in equity, or under any other agreement or instrument. No failure or delay on the part of the Lender in exercising any right, power, or remedy shall operate as a waiver thereof, nor shall the exercise of any single right, power, or remedy preclude the exercise of any other right, power, or remedy.
Section 7. Credit Agreement Controls.
This Note is issued pursuant to, and is subject in all respects to, the terms and conditions of the Credit Agreement. The Borrower acknowledges that the Credit Agreement contains additional terms and conditions governing the Mezzanine Loan, including, without limitation, representations and warranties, affirmative and negative covenants, conditions precedent, events of default, and other provisions that are binding upon the Borrower and are hereby incorporated herein by reference.
In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Credit Agreement, the Credit Agreement shall govern and control in all respects.
Without limiting the foregoing, the Borrower acknowledges that the Credit Agreement contains, among other things:
(a) provisions for the acceleration of the maturity of this Note upon the occurrence of certain stated events, as more fully described in Article VIII of the Credit Agreement;
(b) provisions regarding financial covenants to be maintained by the Borrower, including (i) a Total Leverage Ratio not to exceed 4.75 to 1.00 (4.75x), tested on a trailing four-quarter basis as of the last day of each fiscal quarter, (ii) a Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 (1.15x), tested on a trailing four-quarter basis as of the last day of each fiscal quarter, and (iii) a Minimum EBITDA of not less than $12,500,000, tested on a trailing four-quarter basis as of the last day of each fiscal quarter, in each case as more fully defined and described in Article VII of the Credit Agreement;
(c) provisions regarding mandatory and optional prepayments, including Prepayment Premiums, as described in Section 2.2 of this Note and Articles IV and V of the Credit Agreement; and
(d) provisions regarding the use of proceeds of the Mezzanine Loan, which proceeds shall be applied in accordance with Section 2.14 of the Credit Agreement.
Section 8. Waivers.
The Borrower hereby expressly and unconditionally waives diligence, demand, presentment for payment, notice of nonpayment, notice of dishonor, protest, notice of protest, and all other notices and demands of every kind and nature in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as may be specifically and expressly required under the Credit Agreement. The Borrower hereby further waives any and all rights to require the Lender to proceed against any other person, entity, guarantor, or surety or to exhaust any security, collateral, or other source of repayment before proceeding against the Borrower under this Note.
No failure or delay by the Lender in exercising any right, power, privilege, or remedy under this Note, the Credit Agreement, or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, privilege, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. No waiver of any provision of this Note or of any default or Event of Default shall be effective unless set forth in a writing signed by the Lender, and any such waiver shall be limited solely to the specific instance and for the specific purpose for which it is given.
Section 9. Costs of Collection; Expenses.
The Borrower agrees to pay on demand all reasonable and documented costs and expenses (including, without limitation, reasonable attorneys' fees, legal assistants' fees, and disbursements of counsel) incurred by the Lender in connection with (a) the collection or enforcement of this Note, (b) the exercise of any rights or remedies hereunder or under the Credit Agreement or any other Loan Document, (c) any workout, restructuring, or negotiations in respect of the Mezzanine Obligations, and (d) any action or proceeding relating to this Note, the Credit Agreement, or any other Loan Document, including, without limitation, any action to enforce any judgment obtained in connection therewith. The obligations of the Borrower under this Section 9 shall survive the repayment in full of this Note and the termination of the Credit Agreement.
Section 10. Amendments.
This Note may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by the Borrower and the Lender, in accordance with the amendment and waiver provisions set forth in Section 10.1 of the Credit Agreement. No oral agreement or course of dealing between the Borrower and the Lender shall be effective to amend, modify, or waive any provision of this Note.
Section 11. Successors and Assigns.
This Note shall be binding upon the Borrower and its successors and permitted assigns, and shall inure to the benefit of the Lender and its successors and assigns. The Borrower may not assign or transfer any of its rights or obligations under this Note without the prior written consent of the Lender, and any purported assignment or transfer in violation of this restriction shall be null and void. The Lender may assign, transfer, negotiate, or grant participations in this Note and the Mezzanine Obligations, in whole or in part, in accordance with the assignment and participation provisions set forth in Section 10.6 of the Credit Agreement, without the consent of the Borrower except as expressly required therein. Upon any such permitted assignment, the assignee shall have all of the rights and obligations of the Lender hereunder to the extent of the interest so assigned.
Section 12. Governing Law.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY).
Section 13. Jurisdiction and Venue.
The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City and County of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note, the Credit Agreement, or any other Loan Document, or for recognition or enforcement of any judgment, and the Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note, the Credit Agreement, or any other Loan Document in any court referred to above, and (b) the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 13 shall affect the right of the Lender to serve legal process in any other manner permitted by law or to bring any action or proceeding against the Borrower or its property in the courts of any other jurisdiction.
Section 14. Waiver of Jury Trial.
EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH PARTY AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.
Section 15. Severability.
If any provision of this Note is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Note or the validity, legality, or enforceability of such provision in any other jurisdiction. In the event that any provision hereof is determined to be invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 16. Notices.
All notices, requests, demands, consents, and other communications required or permitted under this Note shall be in writing and shall be given, delivered, and deemed received in the manner and to the addresses set forth in Section 10.2 of the Credit Agreement. Until changed in accordance with the Credit Agreement, notices shall be addressed as follows:
If to the Borrower:
Crestline Packaging Solutions LLC 4510 Harshman Road Dayton, OH 45424
Attention: Raymond Cho, General Counsel
Email: rcho@crestlinepackaging.com
If to the Lender:
Ironwood Capital Finance LLC 600 Lexington Avenue, 22nd Floor New York, NY 10022
Attention: Derek Calloway, Managing Director
Email: dcalloway@ironwoodcapital.com
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
SIGNATURE PAGE TO MEZZANINE PROMISSORY NOTE
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Mezzanine Promissory Note as of the date first written above.
BORROWER:
CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company
By: ________
Name: Gerald F. Novak
Title: Chief Executive Officer
Date: April 22, 2021
ACKNOWLEDGED AND ACCEPTED:
LENDER:
IRONWOOD CAPITAL FINANCE LLC, a Delaware limited liability company
By: ________
Name: Derek Calloway
Title: Managing Director
Date: April 22, 2021

MEZZANINE PROMISSORY NOTE

SIGNATURE PAGE TO MEZZANINE PROMISSORY NOTE

BORROWER:

ACKNOWLEDGED AND ACCEPTED:

LENDER:

Record

Parties

Dates

Amounts