EX-4.174 153 y93391a2exv4w174.htm EX-4.174 exv4w174
EXHIBIT 4.174
     TRADEMARK SECURITY AGREEMENT dated as of May 4, 2010 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S Grantors”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
     Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Reynolds Consumer Products Holdings Inc. (the “U.S. Term Borrower” and, together with RGHI, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent, (b) the Credit Agreement dated as of November 5, 2009 as amended by Amendment No. 1 dated as of January 1, 2010 (as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, and (c) the Indenture dated as of November 5, 2009 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Senior Secured Note Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A., the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The Senior Secured Note Holders have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the Senior Secured Note Indenture. The parties hereto agree as follows:
     SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.
     SECTION 2. Grant of Security Interest. Each U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of such U.S. Grantor’s right, title or interest in, to and under all of the Trademarks of such U.S. Grantor (including those listed on Schedule II hereto) now owned or at any time hereafter acquired by such U.S. Grantor or in which such U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

 

 

     SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.
     SECTION 4. Collateral Agreement. The U.S. Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the Trademarks are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.
     SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.
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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
         
  BRPP, LLC

by Blue Ridge Paper Products Inc., its sole member and manager
 		  
    /s/ Helen Dorothy Golding    
    Name:   Helen Dorothy Golding   
    Title:   Secretary of Blue Ridge Paper Products Inc.   
 
         
  EVERGREEN PACKAGING INC.,
 		  
  By   /s/ Helen Dorothy Golding    
    Name:   Helen Dorothy Golding   
    Title:   Secretary   
 
[Signature Page to Trademark Security Agreement]

 

 

         
  THE BANK OF NEW YORK MELLON, as
Collateral Agent,
 		  
  By   /s/ Catherine F. Donohue    
    Name:   Catherine F. Donohue   
    Title:   Vice President   
 
[Signature Page to Trademark Security Agreement]

 

 

Schedule I
U.S. Grantors
BRPP, LLC
Evergreen Packaging Inc.

 

 

Schedule II
Trademarks
BRPP, LLC
U.S. Trademark Registrations
         
Mark   Reg. Date   Reg. No.
SUNTAN   10/6/1936   339,420
FOLDUR (Stylized)   7/15/1952   553,317
SKYLAND   12/8/1964   781,426
SUNBURST (Stylized)   2/18/1975   1,004,791
DAIRYPAK   10/29/1985   1,367,551
VITASAVER   4/21/1987   1,437,345
KEYSTONE   8/15/1989   1,551,856
BUFF NE’ER TEAR   7/9/1991   1,650,116
CRUSH-PAK   3/1/1994   1,824,392
RAPIER   11/13/2001   2,506,840
OUTLOOK   4/2/2002   2,556,385
VITALOK   4/9/2002   2,559,595
BLUE RIDGE Design   9/3/2002   2,614,864
DAZZLEPAK   6/24/2003   2,728,786
BLUE RIDGE SEASONS   7/29/2003   2,743,531
REFLEXION   6/29/2004   2,857,206
OVENCHAMP   6/28/2005   2,963,816
SLIMPAK   1/2/2007   3,191,793
THER MAX (Stylized)   5/1/2007   3,237,794
XTREME   1/8/2008   3,366,890

 

 

EVERGREEN PACKAGING INC.
U.S. Trademark Registrations
         
Mark   Reg. Date   Reg. No.
EXTENDED SHELF LIFE and Design
   10/27/1987   1,462,791
ESL
   11/24/1987   1,466,316
BARRIER PAK and Design
   9/12/1989   1,555,729
SPOUT-PAK and Design
   9/22/1992   1,717,981
ECO-PAK
   1/11/1994   1,815,846
EVERGREEN
   2/28/1995   1,880,374
ESL EXTENDED SHELF LIFE
   10/17/1995   1,927,456
ESL
   10/17/1995   1,927,460
ELL
   10/24/1995   1,929,399
ELL EXTENDED LONG LIFE
   12/5/1995   1,939,346
EXTENDED SHELF LIFE
   11/19/1996   2,016,736
EXTENDED LONG LIFE
   1/7/1997   2,028,125
TRU-TASTE MAXX
   2/21/2006   3,060,969
TRU-TASTE
   7/17/2007   3,265,982
EVERGREEN PACKAGING
   7/8/2008   3,463,593
EVERGREEN PACKAGING
   7/8/2008   3,463,594
EVERGREEN PACKAGING
   8/12/2008   3,485,867
TRUSPEC
   8/19/2008   3,490,564
RUN TIME
   10/20/2009   3,700,249
U.S. Trademark Applications
         
Mark   Filing Date   Application No.
EVERGREEN PACKAGING
   5/1/2007   77/170,338
SINGLESIP
   2/25/2009   77/678,057
EVERGREEN PACKAGING and Design
   10/19/2009   77/852,080
EVERGREEN PACKAGING and Design
   10/19/2009   77/852,088
EVERGREEN PACKAGING and Design
   10/19/2009   77/852,092