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2003-003-PEDCR PARIS ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 2003-003 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION, AUTHORIZING AND APPROVING THE RENEWAL AND EXTENSION OF THE CURRENT PROMISSORY NOTE AND FIRST ADDENDUM TO SECURITY AGREEMENT FROM PARIS PACKAGING, INC., TO EXTEND THE TERM OF SAID NOTE AND SAID SECURITY AGREEMENT CO- EXTENSIVE WITH THE TERM OF THE PEDC TAXABLE SALES TAX REVENUE BONDS, SERIES 1998; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Paris Economic Development Corporation (PEDC) did heretofore, on the 29th day of June, 1998, in Resolution No. 98-008, authorize the initiation of the process of issuing $4,200,000.00 in Taxable Sales Tax Revenue Bonds, Series 1998; retain Southwest Securities as financial advisor for the same; request the City Attorney to procure bond counsel for the same; and, in the alternative, authorize the seeking of financing in a means that best suits the PEDC's needs; and, WHEREAS, the City Council of the City of Paris did heretofore, on the 29th day of June, 1998, by motion reflected in the minutes, approve said PEDC Resolution No. 98-008; and, WHEREAS, the Paris Economic Development Corporation (PEDC) did heretofore, on the 10th day of July, 1998, in Resolution No. 98-010, authorize the process of borrowing on approximately $4,000,000.00 from local lending institutions; and WHEREAS, the City Council of the City of Paris did heretofore, on the 13th day of July, 1998, by Resolution No. 98-101, approve said PEDC Resolution No. 98-010; and, WHEREAS, the Paris Economic Development Corporation did heretofore, on the 13th day of July, 1998, in Resolution No. 98-011, authorize and approve a loan in the amount of $4,000,000.00 to Paris Packaging, Inc. and authorize the execution of a loan contract in an amount not to exceed seven percent (7 % ) per annum with a local financial institution or institutions over a five (5) year period based on a twenty (20) year amortization schedule; and, WHEREAS, it is deemed appropriate that the current promissory note with Paris Packaging, Inc. be renewed and extended, the term of such extension to be co-extensive with the term of said bonds; and, WHEREAS, it is also deemed appropriate that a first addendum to the existing security agreement by and between Paris Packaging, Inc. and the Paris Economic Development Corporation to secure the payment of the original note and the extended note be approved and authorized concurrently with the renewal and extension of the current promissory note; NOW, THEREFORE, BE IT RESOLVED CORPORATION: BY THE PARIS ECONOMIC DEVELOPMENT Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That a Renewal and Extension Promissory Note executed by Paris Packaging, Inc., as Maker, and payable to the order of Paris Economic Development Corporation, as Payee, the same being in renewal and extension of that original note executed by Paris Packaging, Inc., as Maker, and payable to Paris Economic Development Corporation, as Payee, dated July 15, 1998, said Renewal and Extension Promissory Note to be substantially in the form attached hereto as Exhibit A and for all purposes incorporated herein, is hereby in all things approved. Section 3. That said Renewal and Extension Promissory Note shall be in the principal amount of $3,392,165.54, with interest at a yearly rate of seven percent (7%), payable in equal monthly payments of $32,000.00 each, payable on the fifteenth (15th) day of each month beginning on July 15, 2003, and continuing thereafter until a final payment of the unpaid balance due and payable on April 15, 2017, the maturity date of said note. Section 4. That the amortization schedule for said note, as the same is attached hereto as Exhibit B and for all purposes incorporated herein, is hereby in all things approved. Section 5. That the President of the Paris Economic Development Corporation, Jay Guest, be, and he is hereby, authorized and directed to execute, on behalf of the Paris Economic Development Corporation, as part of the process of approval of the aforesaid Renewal and Extension Promissory Note, a First Addendum to Security Agreement (consumer goods, equipment, and farm products) to secure the pledge of assets by Paris Packaging, Inc. to the payment of the aforesaid note, as said First Addendum to Security Agreement is attached hereto as Exhibit C and for all purposes incorporated herein, and any and all other necessary documents associated with said transaction. Section 6. That this resolution shall be effective from and after its date of passage. PASSED AND ADOPTED this 16th day of April, 2003. L- Jay Guest, President ATTEST: (~.~z= Curtis Fendley, Secrètary- Treàs1:lfer APPROVED AS TO FORM: { \ RENEWAL AND EXTENSION PROMISSORY NOTE July I, 2003 1125 Bonham Street Paris, Texas 1. RENEWAL AND EXTENSION OF NOTE This Note renews and extends the balance of$3,392,165.54 that Maker owes to Payee on a prior note in the original principal amount of $4,000,000.00, which is dated July 15, 1998, executed by Paris Packaging Inc. as Maker and payable to the order of Paris Economic Development Corporation as Payee. The prior note is also described in and secured by a Security Agreement, which is dated July 15, 1998, and for which a Financing Statement is recorded in the Office of the Secretary of State of the Sate of Texas. Maker acknowledges that the security interest securing the Note is valid, that it subsists against the collateral, and that the security interest remains in full force and effect to secure the payment ofthe Note. 2. BORROWER'S PROMISE TO PAY In return for a loan that I have received, I promise to pay U.S. $3,392,165.54 (this amount is called principal"), plus interest, to the order of the Payee. The Payee is PARIS ECONOMIC DEVELOPMENT CORPORATION, Paris, Texas. I understand that the Payee may transfer this Note. The Payee or anyone who takes this Note by transfer and who is entitled to receive payments under this Note is called the "Note Holder." 3. INTEREST Interest will be charged on unpaid principal until the full amount of principal has been paid. I will pay interest at a yearly rate of Seven percent (7.00%). The interest rate required by this Section 2 is the rate I will pay both before and after any default described in Section 6(B) of this Note. 4. PAYMENTS (A) Time and Place of Payments I will pay principal and interest by making payments every month I will make my monthly payments on the 15th day of each month beginning on July 15, 2003. I will make these payments every month until I have paid all of the principal and interest and any other charges described below that I may owe under this Note. My monthly payments will be applied to interest before principal. If, on April 15, 2017, I still owe amounts under this Note, I will pay those amounts in full on that date, which is called the "maturity date." I will make my monthly payments at 1125 Bonham Street, Paris, Texas 75460 or at a EXHIBIT A. different place if required by the Note Holder. (B) Amount of Monthly Payments My monthly payment will be in the amount of u.S. $32,000,00 due and payable on the 15th day of each month beginning July 15, 2003, and continuing through March 15, 2017, inclusive, plus a final payment of$19,735.42 on April 15, 2017. 5. BORROWER'S RIGHT TO PREP A Y I have the right to make payments of principal at any time before they are due. A payment of principal only is known as a "prepayment." When I make a prepayment, I will tell the Note Holder in writing that I am doing so. I may make a full prepayment or partial prepayments without paying any prepayment charge. The Note Holder will use all of my prepayments to reduce the amount of principal that I owe under this Note. If I make a partial prepayment, there will be no changes in the due date or in the amount or my monthly payment unless the Note Holder agrees in writing to those changes. 6. LOAN CHARGES If a law, which applies to this loan and which sets maximum loan charges, is finally interpreted so that the interest or other loan charges collected or to be collected in connection with this loan exceed the permitted limits, then: (i) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (ii) any sums already collected from me which exceeded permitted limits will be refunded to me. The Note Holder may choose to make this refund by reducing the principal I owe under this Note or by making a direct payment to me. If a refund reduces principal, the reduction will be treated as a partial prepayment. 7. BORROWER'S FAILURE TO PAY AS REQUIRED (A) Late Charge for Overdue Payments If the Note Holder has not received the full amount of any monthly payment by the end of fifteen (15) calendar days after the date it is due, I will pay late charge to the Note Holder. The amount of the charge will be four percent (4.00%) of my overdue payment of principal and interest. I will pay this late charge promptly but only once an each late payment. (B) Default If I do not pay the full amount of each monthly payment on the date it is due, I will be in default. C) Notice of Default If I am in default, the Note Holder may send me a written notice telling me that if I do not 2 pay the amount by a certain date, the Note Holder may require me to pay immediately the full amount of principal which has not been paid and all the interest that I owe on that amount. That date must beat least 30 days after the date on which the notice is delivered or mailcd to me. (D) No Waiver By Note Holder Even if, at a time when I am in derault, the Note Holder does not require me to pay immediately in full as described above, the Note Holder will still have th~ right to do so if I am in default at a later time. (E) Payment of Note Holder's Costs und Expenses If the Note Holder has required me to pay immediately in full as described above, the Note Holder will have the right to be paid back by me for all of its costs and expenses in enforcing this Note to the extent not prohibited by applicable law. Those expenses include, for example, reasonable attorneys' fees. 8. GIVING OF NOTICES Unless applicable law requires a different method, any notice that must be given to me under this Note will be given by delivering it or by mailing it by first class mail to me at 800 West Center Street, Paris, Texas 75460 or at a different address if! give the Note Holder a notice of my different address. Any notice that must be given to the Note Holder under this Note will be given by mailing it by first class mail to the Note Holder at the address stated in Section 3(A) above or at a different address if I am given a notice of that different address. 9. OBLIGA nONS OF PERSONS UNDER THIS NOTE If more than one person signs this Note, each person is fully and personally obligated to keep all of the promises made in this Note, including the promise to pay the full amount owed. Any person who is a guarantor, surety or endorser of this Note is also obligated to do these things. Any person who takes over these obligations, including the obligations of a guarantor, surety or endorser of this Note, is also obligated to keep all of the promises in this Note. The Note Holder may enforce its rights under this Note against each person individually or against all of us together. This means that anyone of us may be required to pay all of the amounts owed under this Note. 10. WAIVERS I and any other person who has obligations under this Note waive notice of intention to accelerate, except as provided in Section 6(C) above, and the rights or presentment and notice of dishonor. "Presentment" means the right to require the Note Holder to demand payment of amounts due. "Notice of dishonor" means the right to require the Note Holder to give notice to other persons that amounts due have not been paid. 3 --------.----- .-- ---------~- 11. SECURED NOTE In addition to the protections given to the Note Holder under this Note, a Security Agreement (the "Security Agreement), dated the same date as this Note, protects the Note Holder from possible losses which might result if I do not keep the promises which I make in this Note. That Security Agreement describes how and under what conditions I may be required to make immediate payment in full of all amounts I owe under this Note. All Se-curity for this Note is subordinated to the rights of Hibernia National Bank and the rights of Earl D. Bellamy and Donald G. Wilson under their instruments of even date herewith. 12. MAKER Maker, reserves the option of prepaying the principal of this Note, in whole or part, at any time after the date hereof without penalty. Accrued and unpaid interest with respect to such principal amount prepaid is due and payable on the date of such prepayment. All amounts of principal so prepaid and received by the owner and holder of this Note shall be applied to the last maturing installments of this Note in their inverse order of maturity. WITNESS THE HAND(S) AND SEAL(S) OF THE UNDERSIGNED. PARIS PACKAGING INC. BY: David D. Hickerson, President 4 Issuer: Paris EDC Loan: Paris Printing Loan Amount: $3,392,165.54 Interest Rate: 7.000% Payment Frequency: monthly No. Date Begin Bal Payment Principal Interest End Bal 1 07/15/2003 $3,392,165.54 $32,000.00 $12,212.37 $19,787.63 $3,379,953.17 2 08/15/2003 $3,379,953.17 32,000.00 12,283.61 19,716.39 $3,367,669.56 3 09/15/2003 $3,367,669.56 32,000.00 12,355.26 19,644.74 $3,355,314.30 4 10/15/2003 $3,355,314.30 32,000.00 12,427.33 19,572.67 $3,342,886.97 5 11/15/2003 $3,342,886.97 32,000.00 12,499.83 19,500.17 $3,330,387.14 6 12/15/2003 $3,330,387.14 32,000.00 12,572.74 19,427.26 $3,317,814.40 7 01/15/2004 $3,317,814.40 32,000.00 12,646.08 19,353.92 $3,305,168.32 8 02/15/2004 $3,305,168.32 32,000.00 12,719.85 19,280.15 $3,292,448.4 7 9 03/15/2004 $3,292,448.47 32,000.00 12,794.05 19,205.95 $3,279,654.42 10 04/15/2004 $3,279,654.42 32,000.00 12,868.68 19,131.32 $3,266,785.74 11 05/15/2004 $3,266,785.74 32,000.00 12,943.75 19,056.25 $3,253,841.99 12 06/15/2004 $3,253,841.99 32,000.00 13,019.26 18,980.74 $3,240,822.73 13 07/15/2004 $3,240,822.73 32,000.00 13,095.20 18,904.80 $3,227,727.53 14 08/15/2004 $3,227,727.53 32,000.00 13,171.59 18,828.41 $3,214,555.94 15 09/15/2004 $3,214,555.94 32,000.00 13,248.42 18,751.58 $3,201,307.52 16 10/15/2004 $3,201,307.52 32,000.00 13,325.71 18,674.29 $3,187,981.81 17 11/15/2004 $3,187,981.81 32,000.00 13,403.44 18,596.56 $3,174,578.37 18 12/15/2004 $3,174,578.37 32,000.00 13,481.63 18,518.37 $3,161,096.74 19 01/15/2005 $3,161,096.74 32,000.00 13,560.27 18,439.73 $3,147,536.47 20 02/15/2005 $3,147,536.47 32,000.00 13,639.37 18,360.63 $3,133,897.10 21 03/15/2005 $3,133,897.10 32,000.00 13,718.93 18,281.07 $3,120,178.17 22 04/15/2005 $3,120,178.17 32,000.00 13,798.96 18,201.04 $3,106,379.21 23 05/15/2005 $3,106,379.21 32,000.00 13,879.45 18,120.55 $3,092,499.76 24 06/15/2005 $3,092,499.76 32,000.00 13,960.42 18,039.58 $3,078,539.34 25 07/15/2005 $3,078,539.34 32,000.00 14,041.85 17,958.15 $3,064,497.49 26 08/15/2005 $3,064,497.49 32,000.00 14,123.76 17,876.24 $3,050,373.73 27 09/15/2005 $3,050,373.73 32,000.00 14,206.15 17,793.85 $3,036,167.58 28 10/15/2005 $3,036,167.58 32,000.00 14,289.02 17,710.98 $3,021,878.56 29 11/15/2005 $3,021,878.56 32,000.00 14,372.38 17,627.62 $3,007,506.18 30 12/15/2005 $3,007,506.18 32,000.00 14,456.21 17,543.79 $2,993,049.97 31 01/15/2006 $2,993,049.97 32,000.00 14,540.54 17,459.46 $2,978,509.43 32 02/15/2006 $2,978,509.43 32,000.00 14,625.36 17,374.64 $2,963,884.07 33 03/15/2006 $2,963,884.07 32,000.00 14,710.68 17,289.32 $2,949,173.39 34 04/15/2006 $2,949,173.39 32,000.00 14,796.49 17,203.51 $2,934,376.90 35 05/15/2006 $2,934,376.90 32,000.00 14,882.80 17,117.20 $2,919,494.10 36 06/15/2006 $2,919,494.10 32,000.00 14,969.62 17,030.38 $2,904,524.48 37 07/15/2006 $2,904,524.48 32,000.00 15,056.94 16,943.06 $2,889,467.54 38 08/15/2006 $2,889,467.54 32,000.00 15,144.77 16,855.23 $2,874,322.77 39 09/15/2006 $2,874,322.77 32,000.00 15,233.12 16,766.88 $2,859,089.65 40 10/15/2006 $2,859,089.65 32,000.00 15,321.98 16,678.02 $2,843,767.67 41 11/15/2006 $2,843,767.67 32,000.00 15,411.36 16,588.64 $2,828,356.31 42 12/15/2006 $2,828,356.31 32,000.00 15,501.25 16,498.75 $2,812,855.06 43 01/15/2007 $2,812,855.06 32,000.00 15,591.68 16,408.32 $2,797,263.38 44 02/15/2007 $2,797,263.38 32,000.00 15,682.63 16,317.37 $2,781,580.75 page 1 of 4 EXHIBIT Ii. Issuer: Paris EDC Loan: Paris Printing Loan Amount: $3,392,165.54 Interest Rate: 7.000% Payment Frequency: monthly No. Date Begin Bal Payment Principal Interest End Bal 45 03/15/2007 $2,781,580.75 .. 32,000.00 15,774.11 16,225.89 $2,765,806.64 46 04/15/2007 $2,765,806.64 32,000.00 15,866.13 16,133.87 $2,749,940.51 47 05/15/2007 $2,749,940.51 32,000.00 15,958.68 16,041.32 $2,733,981.83 48 06/15/2007 $2,733,981.83 32,000.00 16,051.77 15,948.23 $2,717,930.06 49 07/15/2007 $2,717,930.06 32,000.00 16,145.41 15,854.59 $2,701,784.65 50 08/15/2007 $2,701,784.65 32,000.00 16,239.59 15,760.41 $2,685,545.06 51 09/15/2007 $2,685,545.06 32,000.00 16,334.32 15,665.68 $2,669,210.74 52 10/15/2007 $2,669,210.74 32,000.00 16,429.60 15,570.40 $2,652,781.14 53 11/15/2007 $2,652,781.14 32,000.00 16,525.44 15,474.56 $2,636,255.70 54 12/15/2007 $2,636,255.70 32,000.00 16,621.84 15,378.16 $2,619,633.86 55 01/15/2008 $2,619,633.86 32,000.00 16,718.80 15,281.20 $2,602,915.06 56 02/15/2008 $2,602,915.06 32,000.00 16,816.33 15,183.67 $2,586,098.73 57 03/15/2008 $2,586,098.73 32,000.00 16,914.42 15,085.58 $2,569,184.31 58 04/15/2008 $2,569,184.31 32,000.00 17,013.09 14,986.91 $2,552,171.22 59 05/15/2008 $2,552,171.22 32,000.00 17,112.33 14,887.67 $2,535,058.89 60 06/15/2008 $2,535,058.89 32,000.00 17,212.16 14,787.84 $2,517,846.73 61 07/15/2008 $2,517,846.73 32,000.00 17,312.56 14,687.44 $2,500,534.17 62 08/15/2008 $2,500,534.17 32,000.00 17,413.55 14,586.45 $2,483,120.62 63 09/15/2008 $2,483,120.62 32,000.00 17,515.13 14,484.87 $2,465,605.49 64 10/15/2008 $2,465,605.49 32,000.00 17,617.30 14,382.70 $2,447,988.19 65 11/15/2008 $2,447,988.19 32,000.00 17,720.07 14,279.93 $2,430,268.12 66 12/15/2008 $2,430,268.12 32,000.00 17,823.44 14,176.56 $2,412,444.68 67 01/15/2009 $2,412,444.68 32,000.00 17,927.41 14,072.59 $2,394,517.27 68 02/15/2009 $2,394,517.27 32,000.00 18,031.98 13,968.02 $2,376,485.29 69 03/15/2009 $2,376,485.29 32,000.00 18,137.17 13,862.83 $2,358,348.12 70 04/15/2009 $2,358,348.12 32,000.00 18,242.97 13,757.03 $2,340,105.15 71 05/15/2009 $2,340,105.15 32,000.00 18,349.39 13,650.61 $2,321,755.76 72 06/15/2009 $2,321,755.76 32,000.00 18,456.42 13,543.58 $2,303,299.34 73 07/15/2009 $2,303,299.34 32,000.00 18,564.09 13,435.91 $2,284,735.25 74 08/15/2009 $2,284,735.25 32,000.00 18,672.38 13,327.62 $2,266,062.87 75 09/15/2009 $2,266,062.87 32,000.00 18,781.30 13,218.70 $2,247,281.57 76 10/15/2009 $2,247,281.57 32,000.00 18,890.86 13,109.14 $2,228,390.71 77 11/15/2009 $2,228,390.71 32,000.00 19,001.05 12,998.95 $2,209,389.66 78 12/15/2009 $2,209,389.66 32,000.00 19,111.89 12,888.11 $2,190,277.77 79 01/15/2010 $2,190,277.77 32,000.00 19,223.38 12,776.62 $2,171,054.39 80 02/15/2010 $2,171,054.39 32,000.00 19,335.52 12,664.48 $2,151,718.87 81 03/15/2010 $2,151,718.87 32,000.00 19,448.31 12,551.69 $2,132,270.56 82 04/15/2010 $2,132,270.56 32,000.00 19,561.76 12,438.24 $2,112,708.80 83 05/15/2010 $2,112,708.80 32,000.00 19,675.87 12,324.13 $2,093,032.93 84 06/15/2010 $2,093,032.93 32,000.00 19,790.64 12,209.36 $2,073,242.29 85 07/15/2010 $2,073,242.29 32,000.00 19,906.09 12,093.91 $2,053,336.20 86 08/15/2010 $2,053,336.20 32,000.00 20,022.21 11,977.79 $2,033,313.99 87 09/15/2010 $2,033,313.99 32,000.00 20,139.00 11,861.00 $2,013,174.99 88 10/15/2010 $2,013,174.99 32,000.00 20,256.48 11,743.52 $1,992,918.51 page 2 of 4 Issuer: Paris EDC Loan: Paris Printing Loan Amount: $3,392,165.54 Interest Rate: 7.000% Payment Frequency: monthly rN. Date Begin Bal Payment Principal Interest End Bal 89 11/15/2010 $1,992,918.51 32,000.00 20,374.64 11 ,625.36 $1,972,543.87 90 12/15/2010 $1,972,543.87 32,000.00 20,493.49 11,506.51 $1,952,050.38 91 01/15/2011 $1,952,050.38 32,000.00 20,613.04 11,386.96 $1,931,437.34 92 02/15/2011 $1,931,437.34 32,000.00 20,733.28 11,266.72 $1,910,704.06 93 03/15/2011 $1,910,704.06 32,000.00 20,854.23 11,145.77 $1,889,849.83 94 04/15/2011 $1,889,849.83 32,000.00 20,975.88 11,024.12 $1,868,873.95 95 05/15/2011 $1,868,873.95 32,000.00 21,098.24 10,901.76 $1,847,775.71 96 06/15/2011 $1,847,775.71 32,000.00 21,221.31 10,778.69 $1,826,554.40 97 07/15/2011 $1,826,554.40 32,000.00 21,345.10 10,654.90 $1,805,209.30 98 08/15/2011 $1,805,209.30 32,000.00 21,469.61 10,530.39 $1,783,739.69 99 09/15/2011 $1,783,739.69 32,000.00 21,594.85 10,405.15 $1,762,144.84 100 10/15/2011 $1,762,144.84 32,000.00 21,720.82 10,279.18 $1,740,424.02 101 11/15/2011 $1,740,424.02 32,000.00 21,847.53 10,152.47 $1,718,576.49 102 12/15/2011 $1,718,576.49 32,000.00 21,974.97 10,025.03 $1,696,601.52 103 01/15/2012 $1,696,601.52 32,000.00 22,103.16 9,896.84 $1,674,498.36 104 02/15/2012 $1,674,498.36 32,000.00 22,232.09 9,767.91 $1,652,266.27 105 03/15/2012 $1,652,266.27 32,000.00 22,361.78 9,638.22 $1,629,904.49 106 04/15/2012 $1,629,904.49 32,000.00 22,492.22 9,507.78 $1,607,412.27 107 05/15/2012 $1,607,412.27 32,000.00 22,623.43 9,376.57 $1,584,788.84 108 06/15/2012 $1,584,788.84 32,000.00 22,755.40 9,244.60 $1,562,033.44 109 07/15/2012 $1,562,033.44 32,000.00 22,888.14 9,111.86 $1,539,145.30 110 08/15/2012 $1,539,145.30 32,000.00 23,021.65 8,978.35 $1,516,123.65 111 09/15/2012 $1,516,123.65 32,000.00 23,155.95 8,844.05 $1,492,967.70 112 10/15/2012 $1,492,967.70 32,000.00 23,291.02 8,708.98 $1,469,676.68 113 11/15/2012 $1,469,676.68 32,000.00 23,426.89 8,573.11 $1,446,249.79 114 12/15/2012 $1,446,249.79 32,000.00 23,563.54 8,436.46 $1 ,422,686.25 115 01/15/2013 $1,422,686.25 32,000.00 23,701.00 8,299.00 $1,398,985.25 116 02/15/2013 $1,398,985.25 32,000.00 23,839.25 8,160.75 $1,375,146.00 117 03/15/2013 $1,375,146.00 32,000.00 23,978.31 8,021.69 $1 ,351 ,167.69 118 04/15/2013 $1,351,167.69 32,000.00 24,118.19 7,881.81 $1,327,049.50 119 05/15/2013 $1,327,049.50 32,000.00 24,258.88 7,741.12 $1,302,790.62 120 06/15/2013 $1 ,302,790.62 32,000.00 24,400.39 7,599.61 $1,278,390.23 121 07/15/2013 $1,278,390.23 32,000.00 24,542.72 7,457.28 $1,253,847.51 122 08/15/2013 $1,253,847.51 32,000.00 24,685.89 7,314.11 $1,229,161.62 123 09/15/2013 $1,229,161.62 32,000.00 24,829.89 7,170.11 $1,204,331.73 124 10/15/2013 $1,204,331.73 32,000.00 24,974.73 7,025.27 $1,179,357.00 125 11/15/2013 $1,179,357.00 32,000.00 25,120.42 6,879.58 $1,154,236.58 126 12/15/2013 $1,154,236.58 32,000.00 25,266.95 6,733.05 $1,128,969.63 127 01/15/2014 $1,128,969.63 32,000.00 25,414.34 6,585.66 $1,103,555.29 128 02/15/2014 $1 ,103,555.29 32,000.00 25,562.59 6,437.41 $1,077,992.70 129 03/15/2014 $1,077,992.70 32,000.00 25,711.71 6,288.29 $1,052,280.99 130 04/15/2014 $1,052,280.99 32,000.00 25,861.69 6,138.31 $1,026,419.30 131 05/15/2014 $1,026,419.30 32,000.00 26,012.55 5,987.45 $1,000,406.75 132 06/15/2014 $1,000,406.75 32,000.00 26,164.29 5,835.71 $974,242.46 page 3 of 4 Issuer: Paris EDC Loan: Paris Printing Loan Amount: $3,392,165.54 Interest Rate: 7.000% Payment Frequency: monthly No. Date Begin Bal Payment Principal Interest End Bal 133 07/15/2014 $974,242.46 32,000.00 26,316.92 5,683.08 $947,925.54 134 08/15/2014 $947,925.54 32,000.00 26,470.43 5,529.57 $921,455.11 135 09/15/2014 $921,455.11 32,000.00 26,624.85 5,375.15 $894,830.26 136 10/15/2014 $894,830.26 32,000.00 26,780.16 5,219.84 $868,050.10 137 11/15/2014 $868,050.10 32,000.00 26,936.37 5,063.63 $841,113.73 138 12/15/2014 $841,113.73 32,000.00 27,093.50 4,906.50 $814,020.23 139 01/15/2015 $814,020.23 32,000.00 27,251.55 4,748.45 $786,768.68 140 02/15/2015 $786,768.68 32,000.00 27,410.52 4,589.48 $759,358.16 141 03/15/2015 $759,358.16 32,000.00 27,570.41 4,429.59 $731,787.75 142 04/15/2015 $731,787.75 32,000.00 27,731.24 4,268.76 $704,056.51 143 05/15/2015 $704,056.51 32,000.00 27,893.00 4,107.00 $676,163.51 144 06/15/2015 $676,163.51 32,000.00 28,055.71 3,944.29 $648,107.80 145 07/15/2015 $648,107.80 32,000.00 28,219.37 3,780.63 $619,888.43 146 08/15/2015 $619,888.43 32,000.00 28,383.98 3,616.02 $591,504.45 147 09/15/2015 $591,504.45 32,000.00 28,549.56 3,450.44 $562,954.89 148 10/15/2015 $562,954.89 32,000.00 28,716.10 3,283.90 $534,238.79 149 11/15/2015 $534,238.79 32,000.00 28,883.61 3,116.39 $505,355.18 150 12/15/2015 $505,355.18 32,000.00 29,052.09 2,947.91 $476,303.09 151 01/15/2016 $476,303.09 32,000.00 29,221.57 2,778.43 $447,081.52 152 02115/2016 $447,081.52 32,000.00 29,392.02 2,607.98 $417,689.50 153 03/15/2016 $417,689.50 32,000.00 29,563.48 2,436.52 $388,126.02 154 04/15/2016 $388,126.02 32,000.00 29,735.93 2,264.07 $358,390.09 155 05/15/2016 $358,390.09 32,000.00 29,909.39 2,090.61 $328,480.70 156 06/15/2016 $328,480.70 32,000.00 30,083.86 1,916.14 $298,396.84 157 07/15/2016 $298,396.84 32,000.00 30,259.35 1,740.65 $268,137.49 158 08/15/2016 $268,137.49 32,000.00 30,435.86 1,564.14 $237,701.63 159 09/15/2016 $237,701.63 32,000.00 30,613.41 1,386.59 $207,088.22 160 10/15/2016 $207,088.22 32,000.00 30,791.99 1,208.01 $176,296.23 161 11/15/2016 $176,296.23 32,000.00 30,971.61 1,028.39 $145,324.62 162 12/15/2016 $145,324.62 32,000.00 31,152.27 847.73 $114,172.35 163 01/15/2017 $114,172.35 32,000.00 31,333.99 666.01 $82,838.36 164 02/15/2017 $82,838.36 32,000.00 31,516.78 483.22 $51,321.58 165 03/15/2017 $51,321.58 32,000.00 31,700.62 299.38 $19,620.96 166 04/15/2017 $19,620.96 19,735.42 19,620.96 114.46 $0.00 ---- ------- $5 299 735 42 $3 392 165 54 $1.907 569 88 page 4 of 4 FIRST ADDENDUM TO SECURITY AGREEMENT (CONSUMER GOODS, EQUIPMENT AND FARM PRODUCTS) THE STATE OF TEXAS )( )( )( KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LAMAR This First Addendum to Security Agreement (Consumer Goods, Equipment and Farm Products), between Paris Packaging, Inc. and Paris Economic Development Corporation (the "Addendum") is made and entered into by and between Paris Packaging, Inc. ("Debtor") and Paris Economic Development Corporation ("Secured Party") as of the date hereinafter set forth. This is an addendum to that certain agreement entitled "Security Agreement (Consumer Goods, Equipment and Farm Products)," by and between the Debtor and the Secured Party, executed as ofJuly 15, 1998 (the "Security Agreement"). 1. The third paragraph of the Security Agreement is hereby amended to read as follows: "This security interest is to secure the payment of an indebtedness owing by Debtor to Secured Party and evidenced by that one certain promissory note, dated July 15, 1998, in the original principal amount of $4,000,000.00 executed by Debtor, as renewed and extended by that one certain renewal and extension promissory noted dated July 1, 2003, in the principal amount of $3,392,165.54 executed by Maker, payable to the order of Secured Party as follows: BEARING INTEREST AT 7% PER ANNUM, WITH 165 MONTHLY PAYMENTS, COMMENCING JULY 15, 2003, IN THE AMOUNT OF $32,000 AND ONE MONTHL Y PAYMENT OF THE UNPAID BALANCE DUE AND PAY ABLE ON APRIL 15, 2017. Providing for acceleration of maturity and for attorney's fees and to secure all renewal and extensions of all or any part of said indebtedness hereby secured." 2. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE SECURITY INTEREST IN THE COLLATERAL EVIDENCED BY THE SECURITY AGREEMENT AS AMENDED BY THIS ADDENDUM IS SUBORDINATE IN ALL RESPECTS TO (1) THE FIRST PRIORITY SECURITY INTEREST GRANTED TO HIBERNIA NATIONAL BANK AND ITS SUCCESSORS AND ASSIGNS, AND (2) THE SECOND AND EQUAL PRIORITY SECURITY INTERESTS GRANTED TO EARL D. BELLAMY AND DONALD G. WILSON, AND THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY THE "SENIOR DEBT"). EXHIBIT ~ This Addendum shall become a binding obligation on the parties upon execution by all parties. By executing this Addendum, the parties hereto ratify and confirm all of the other terms, covenants and conditions of the Security Agreement. Should any provision of this Addendum be in conflict with a provision of the Agreement, the Addendum shall prevail. Executed as of the day of ,2003. PARIS PACKAGING, INc. By: Debtor PARIS ECONOMIC DEVELOPMENT CORPORATION By: Secured Party