EXHIBIT 3
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CLOSING AGREEMENT
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This is a Closing Agreement dated as of January 27, 1999 by and among
BPI Packaging Technologies, Inc., a Delaware corporation (the "Company"),
DGJ, L.L.C., a Delaware limited liability company (the "Investor") and C.
Xxxx Xxxxxxxxx.
1. RECEIPT OF CONSIDERATION. The Company hereby acknowledges
receipt of three million two hundred thousand two hundred dollars
($3,200,200.00) pursuant to the Securities Purchase Agreement dated the
date hereof between the Company and the Investor (the "Agreement"). Terms
used and not defined herein shall have the meaning given such terms in the
Agreement. The Investor acknowledges receipt of the Note, Series C
Preferred Stock and the Warrant.
2. DELIVERY. The parties hereto agree that the Agreement, the
Financing Agreements and the Related Agreements are deemed to have been
executed and delivered on January 27, 1999.
3. REIMBURSEMENT. C. Xxxx Xxxxxxxxx hereby agrees that she will
reimburse the Investor for any liability, loss, cost, damage or expense
arising from any breach of any representation or warranty of the Company in
the Agreement or any Related Agreement of which she has knowledge or of
which she should have had knowledge after a thorough investigation, up to a
maximum of $3,200,000. C. Xxxx Xxxxxxxxx agrees to pledge all of her
shares of Series B Preferred Stock of the Company to the Investor to secure
her obligations under this Paragraph 3.
4. MISCELLANEOUS.
(a) This Agreement may be executed in any number of counterparts
which together shall constitute one instrument. Signatures hereto may be
given by facsimile or other electronic transmission and such signature
shall be fully binding on the parties sending the same.
(b) This Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois without giving effect to any choice
or conflict of law provision or rule that would cause the application of
the laws of any other state.
(c) This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first set forth above.
BPI PACKAGING TECHNOLOGIES, INC. DGJ, L.L.C.
By: /s/ C. XXXX XXXXXXXXX By: /s/ XXXX X. XXXXXX
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Title: Chairman and CEO Title: President
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/s/ C. XXXX XXXXXXXXX
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C. XXXX XXXXXXXXX
