EX-4.434 25 y93391a3exv4w434.htm EX-4.434 exv4w434
EXHIBIT 4.434
     PATENT SECURITY AGREEMENT dated as of May 2, 2011 (this “Agreement”), between Dopaco, Inc. (the “U.S Grantor”) 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”), Pactiv Corporation (“Pactiv”), Reynolds Consumer Products Holdings Inc. (the “U.S. Term Borrower” and, together with RGHI and Pactiv, 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 Amended and Restated Credit Agreement dated as of February 9, 2011 (as 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 guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (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 “2009 Senior Secured Note Indenture”), among Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee (in such capacity, the “2009 Indenture Trustee”), principal paying agent, transfer agent and collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (d) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Note Indenture”), among RGHL US Escrow I LLC, RGHL US Escrow I Inc., RGHL Escrow Issuer (Luxembourg) I S.A., The Bank of New York Mellon, as trustee (in such capacity, the “2010 Indenture Trustee”), principal paying agent, registrar and transfer agent and The Bank of New York Mellon, London Branch, as paying agent, (e) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2011 Senior Secured Note Indenture”, and together with the 2009 Senior Secured Note Indenture and the 2010 Senior Secured Note Indenture, the “Senior Secured Note Indentures”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “2011 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent. 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 Indentures. 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. The 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 the U.S. Grantor’s right, title or interest in, to and under all of the Patents of the U.S. Grantor (including those listed on Schedule I hereto) now owned or at any time hereafter acquired by the U.S. Grantor or in which the 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 Patents 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.
         
  DOPACO, INC.
 
 
  By   /s/ Helen Golding    
    Name:   Helen Golding   
    Title:   Vice President   
         
  THE BANK OF NEW YORK MELLON,
as Collateral Agent,
 
 
  By   /s/ Catherine F. Donohue    
    Name:   Catherine F. Donohue   
    Title:   Vice President   
 

 


 

Schedule I
Patents
DOPACO, INC.
U.S. Patents
             
Title   Type   Serial No.   Patent No.
Carton with Lug Locked Tray & Cover
  UTL   833,114   5,188,284
Modular Carrier Handle Interlock
  UTL   939,145   5,221,001
Cup Construction
  UTL   815,955   5,229,182
Carton with Reinforced Handle
  UTL   193,466   5,392,984
Container for Multiple Foodstuffs
  UTL   523,510   5,520,324
Food Carton and Folding Blank Therefor
  UTL   345,701   5,531,373
Convertible Container
  UTL   360,635   5,538,179
Compartment Carton
  UTL   568,467   5,575,420
Partitioned Meal Tray or Container and Blank for Forming Same
  UTL   438,793   5,601,231
Covered Carton
  UTL   555,049   5,603,450
Carton with Prize Coupon
  UTL   751,312   5,697,549
Carton with Offset Lock
  UTL   779,448   5,707,004
Beverage Carton
  UTL   808,038   5,740,958
Cup Protector
  UTL   758,156   5,765,716
Split Wall Carton
  UTL   790,866   5,775,574
Cup Carrier
  UTL   719,648   5,791,462
Sauce Cup Tray
  UTL   756,938   5,799,794
Food Scoop with Condiment Compartment
  UTL   971,620   5,875,957
Carton with Sauce Holder
  UTL   16,803   5,890,648
Clamshell Carton with Partitions
  UTL   09/122,662   5,909,840
Carton with Locking Lid
  UTL   09/066,551   5,924,626
Cup with Separable Coupon
  UTL   09/172,869   5,996,887
Cup Carrier
  UTL   09/207,772   6,024,212
Carton with Integral Promotional Materials
  UTL   09/262,310   6,027,018
Food Scoop
  UTL   09/126,853   6,050,482
Sleeve Protector for Cups
  UTL   09/152,258   6,053,352
Conical Food Scoop
  UTL   09/154,985   6,053,403
French Fry Carton with Hidden Indicia
  UTL   09/245,346   6,068,181
Stabilized Two-Cup Carrier
  UTL   09/192,358   6,089,638
Take-Out Carrier
  UTL   09/323,839   6,213,389 B1
Food Scoop with Condiment Holder
  UTL   09/458,013   6,216,946 B1
Lockable Two-Piece Container
  UTL   09/644,543   6,230,917 B1
Insulating Sleeve
  UTL   09/565,078   6,343,735 B1
Container Having an Improved Hinge
  UTL   09/641,131   6,349,875 B1
Food Scoop with Condiment Holder
  UTL   09/795,136   6,471,119 B1
Stackable Food Tray with Condiment Compartment
  UTL   09/892,653   6,543,679 B2
Food Scoop with Sealed Base
  UTL   10/067,942   6,561,414 B1

 


 

             
Title   Type   Serial No.   Patent No.
Food Tray with Condiment Compartment
  UTL   10/058,829   6,588,652 B2
Food Carton having Cylindrical Lower Portion
  UTL   10/013,959   6,719,190 B2
Food Container for use with a Beverage Receptacle
  UTL   10/742,913   7,182,242 B2
Carton Structure and Sheet Material Product with Indicia Keys
  UTL   10/274,047   7,232,054 B2
Cup Lid With Slide Closure
  UTL   11/513,327   7,753,224 B2
Coupon for a Carton
  DES   29/101,510   Des 430,614
Coupon for a Carton
  DES   29/126,012   D453,533 S
Clamshell Food Service Container
  DES   29/214,112   D519,830 S
Flexible Hinge Food Service Container
  DES   29/347,743   D631,340 S
U.S. Patent Applications
         
Title   Type   Serial No.
Flexible Hinge Clamshell Food Service Package
  UTL   12/929,342
Flexible Hinge Clamshell Food Service Container with Continuous Sidewall Construction
  UTL   12/929,768