TRADEMARK SECURITY AGREEMENT dated as of August 17, 2017 (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., Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings LLC, Reynolds Group Issuer LLC (the “U.S. Co-Issuer”), Reynolds Group Issuer Inc. (together with the U.S. Co-Issuer, the “U.S. Issuers”), the Subsidiaries of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent, (b) the Fourth Amended and Restated Credit Agreement dated as of August 5, 2016, as amended by Amendment No. 11 dated as of October 4, 2016, the Incremental Assumption Agreement dated as of October 7, 2016, and by the Incremental Assumption Agreement dated February 7, 2017 (as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers (as defined therein) (the “Borrowers”), Holdings, the other Guarantors (as defined therein) (together with Holdings, the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) 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 “February 2011 Senior Secured Notes Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A. (together with the U.S. Issuers, the “Issuers”), the guarantors from time to time party thereto, The Bank of New York Mellon (the “BNYM”), as trustee, principal paying agent, registrar and transfer agent and The Bank of New York Mellon, London Branch (the “BNYM London”), as paying agent, (d) the Indenture dated as of September 28, 2012 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “September 2012 Senior Secured Notes Indenture”), among the Issuers, the guarantors from time to time party thereto, BNYM as trustee, principal paying agent, registrar, transfer agent and collateral agent, BNYM London as paying agent and Wilmington Trust (London) Limited, as additional collateral agent (the “Additional Collateral Agent”), and (e) the Indenture dated as of June 27, 2016 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “June 2016 Senior Secured Notes Indenture”), among the Issuers, the guarantors from time to time party thereto, BNYM, as trustee, principal paying agent, transfer agent, collateral agent, registrar and calculation agent and the Additional Collateral 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 February 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture and the June 2016 Senior Secured Notes 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.
|
| |
| CLOSURE SYSTEMS INTERNATIONAL INC., |
| By |
| | /s/ Tracy Reeves |
| | Name: Tracy Reeves |
| | Title: Secretary and Vice President |
|
| |
| EVERGREEN PACKAGING INC., |
| By |
| | /s/ John C. Pekar |
| | Name: John C. Pekar |
| | Title: Secretary and Vice President |
|
| |
| GRAHAM PACKAGING COMPANY, L.P., |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary and Vice President |
|
| |
| PACTIV LLC, |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Vice President |
|
| |
| REYNOLDS CONSUMER PRODUCTS LLC, |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary |
|
| |
| REYNOLDS PRESTO PRODUCTS INC., |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary |
|
| |
| THE BANK OF NEW YORK MELLON, as Collateral Agent, |
| By |
| | /s/ Lesley Daley |
| | Name: Lesley Daley |
| | Title: Vice President |
Schedule I
U.S. Grantors
Closure Systems International Inc.
Evergreen Packaging Inc.
Graham Packaging Company, L.P.
Pactiv LLC
Reynolds Consumer Products LLC
Reynolds Presto Products Inc.
Schedule II
Trademarks and Trademark Applications
|
| | | | |
Current Owner
| Country
| Mark
| Appl No
| Reg No
|
| Closure Systems International Inc. | United States | ASEPTI-LOK | 77/788900 | 4053472 |
| Closure Systems International Inc. | United States | DAIRY-LOK | 86/746354 | |
| Closure Systems International Inc. | United States | FLEX-CHUCK | 85/850331 | 4417777 |
| Closure Systems International Inc. | United States | MB-LOK MINI | 85/210737 | 4089919 |
| Closure Systems International Inc. | United States | PRO-LOK | 86/746340 | |
| Closure Systems International Inc. | United States | SCANCAP | 77/834496 | 4339017 |
| Evergreen Packaging, Inc. | United States | CHOOSE CARTONS | 87/109289 | |
| Evergreen Packaging, Inc. | United States | FRESHSIP GREEN | 86/957926 | |
| Evergreen Packaging, Inc. | United States | SMARTFIT | 86/969329 | |
| Evergreen Packaging, Inc. | United States | SMARTPAK | 86/969320 | |
| Evergreen Packaging Inc. | United States | CARTON2GARDEN | 86/372410 | |
| Evergreen Packaging Inc. | United States | EVERGREEN | 85/167581 | 4547880 |
| Evergreen Packaging Inc. | United States | EVERGREEN | 85/167583 | 4547881 |
| Evergreen Packaging Inc. | United States | EVERGREEN | 85/167573 | 4547879 |
| Evergreen Packaging Inc. | United States | EVERGREEN FOREST CERTIFICATION | 85/575085 | 4538328 |
| Evergreen Packaging Inc. | United States | EVERGREEN PACKAGING | 85/142596 | 4036225 |
| Evergreen Packaging Inc. | United States | EVERGREEN PACKAGING and hexagon design | 85/015327 | 4091641 |
| Evergreen Packaging Inc. | United States | EVERGREEN PACKAGING and hexagon design | 85/015328 | 4254360 |
| Evergreen Packaging Inc. | United States | EVERGREEN PACKAGING and hexagon design 2 | 85/183969 | 4692677 |
| Evergreen Packaging Inc. | United States | EVERGREEN PACKAGING and hexagon design 2 | 85/183950 | 4106601 |
| Evergreen Packaging Inc. | United States | EVERGREEN PACKAGING and hexagon design 2 | 85/183975 | 4199214 |
| Evergreen Packaging Inc. | United States | EVERGREEN PACKAGING and hexagon design 2 | 85/183978 | 4106603 |
| Evergreen Packaging Inc. | United States | EVERGREEN PACKAGING and hexagon design 2 | 85/183980 | 4183926 |
| Evergreen Packaging Inc. | United States | EVERGREEN PACKAGING and hexagon design 2 | 85/183949 | 4097018 |
| Evergreen Packaging Inc. | United States | FRESH BY DESIGN | 85/170770 | 4191319 |
| Evergreen Packaging Inc. | United States | FRESH BY DESIGN | 85/170768 | 4187431 |
| Evergreen Packaging Inc. | United States | FRESH BY DESIGN | 85/170762 | 4538012 |
| Evergreen Packaging Inc. | United States | FRESH HOUSE | 86/957919 | |
| Evergreen Packaging Inc. | United States | FRESH TASTE | 87/003123 | |
| Evergreen Packaging Inc. | United States | FRESHCAP | 85/088858 | 3931015 |
| Evergreen Packaging Inc. | United States | FRESH-LOOK | 85/396502 | 4246980 |
| Evergreen Packaging Inc. | United States | FRESHSIP | 86/957929 | |
| Evergreen Packaging Inc. | United States | FRESHSIP GREEN | 86957926 | |
| Evergreen Packaging Inc. | United States | HEALTHY BEVERAGE SHOPPER | 87/057070 | |
| Evergreen Packaging Inc. | United States | Hexagon design (forest certification logo) | 85/851585 | 4752333 |
| Evergreen Packaging Inc. | United States | MADE BY MILK | 85/446547 | 4251261 |
| Evergreen Packaging Inc. | United States | MADE BY MILK | 85/446536 | 4243322 |
| Evergreen Packaging Inc. | United States | SMART POUR | 87/077722 | |
| Evergreen Packaging Inc. | United States | TWIST-IT | 86/471933 | |
| Graham Packaging Company, L.P. | United States | AEROPET | 86/199093 | 4752818 |
| Graham Packaging Company, L.P. | United States | AEROPET & Design | 86/561957 | 4884465 |
| Pactiv LLC | United States | ACTIVETECH | 85/491642 | 4266986 |
| Pactiv LLC | United States | CLEARVIEW | 86/231096 | 4741926 |
| Pactiv LLC | United States | GARDENWARE | 85/461570 | 4289927 |
| Pactiv LLC | United States | MASTER SELECT | 85/485976 | 4429312 |
| Pactiv LLC | United States | MASTERTOP | 86/383178 | 4802409 |
| Pactiv LLC | United States | ONEBOX | 85/829028 | 4614463 |
| Pactiv LLC | United States | THE GARDEN PARTY | 85/579501 | 4214040 |
| Pactiv LLC | United States | Tree with Chasing Arrows Logo | 77/981425 | 3955843 |
| Reynolds Consumer Products LLC | United States | PARTY ON! | 87/276603 | |
| Reynolds Consumer Products LLC | United States | ALL YOU NEED IN ONE BAG | 86/119754 | 4679806 |
| Reynolds Consumer Products LLC | United States | BBQ BUDDY | 75/168931 | 2182802 |
| Reynolds Consumer Products LLC | United States | BE SURE IT'S SECURE | 86/105581 | 4782642 |
| Reynolds Consumer Products LLC | United States | BLACK TIE | 85/384710 | 4231045 |
| Reynolds Presto Products Inc. | United States | COLOR SEAL | 77/083648 | 3413619 |
| Reynolds Consumer Products LLC | United States | CREATE MEAL MAGIC EVERY DAY | 85/754246 | 4328417 |
| Reynolds Consumer Products LLC | United States | CRYSTAL COAT | 85/527097 | 4213301 |
| Reynolds Consumer Products LLC | United States | CUT-RITE (stylized) | 73/601303 | 1421892 |
| Reynolds Consumer Products LLC | United States | FOIL CHARACTER design (black and white) | 85/763474 | 4332082 |
| Reynolds Consumer Products LLC | United States | FOIL CHARACTER design (color) | 85/763456 | 4332081 |
| Reynolds Consumer Products LLC | United States | HEFTY | 77/981631 | 3963246 |
| Reynolds Consumer Products LLC | United States | HEFTY | 85/523690 | 4339591 |
| Reynolds Consumer Products LLC | United States | HEFTY | 85/595977 | 4214066 |
| Reynolds Consumer Products LLC | United States | HEFTY EARTHCHOICE | 77/981284 | 3932642 |
| Reynolds Consumer Products LLC | United States | HEFTY REYNOLDS WRAP RACING stylized | 85/624241 | 4419397 |
| Reynolds Consumer Products LLC | United States | HEFTY TRASH IT! | 85/449587 | 4329019 |
| Reynolds Consumer Products LLC | United States | HEFTY TRASH IT! and design | 85/460007 | 4332578 |
| Reynolds Consumer Products LLC | United States | MAXLOCK | 85/553795 | 4213980 |
| Reynolds Consumer Products LLC | United States | PARTYWARE | 73/740187 | 1577805 |
| Reynolds Consumer Products LLC | United States | REYNOLDS | 85/371871 | 4131033 |
| Reynolds Consumer Products LLC | United States | REYNOLDS | 85/431600 | 4160470 |
| Reynolds Consumer Products LLC | United States | REYNOLDS | 86/862357 | 5035317 |
| Reynolds Consumer Products LLC | United States | REYNOLDS KITCHENS | 86/902519 | 5048677 |
| Reynolds Consumer Products LLC | United States | REYNOLDS KITCHENS | 86/918661 | |
| Reynolds Consumer Products LLC | United States | REYNOLDS REAL MOM | 85/791456 | 4383306 |
| Reynolds Consumer Products LLC | United States | REYNOLDS REAL MOMS | 85/970408 | 4477919 |
| Reynolds Consumer Products LLC | United States | REYNOLDS REAL MOMS (stylized) | 85/970641 | 4595415 |
| Reynolds Consumer Products LLC | United States | REYNOLDS WRAP | 85/387917 | 4240235 |
| Reynolds Consumer Products LLC | United States | REYNOLDS WRAP FOIL FOIL MADE IN U.S.A. FOR THE GRILL HEAVY DUTY NON-STICK ALUMINUM FOIL | 86/061997 | 5107318 |
Reynolds Consumer Products LLC
| United States | SAY IT WITH CUPCAKES | 77/760515 | 4122160 |
| Reynolds Consumer Products LLC | United States | SMARTGRID | 86/534740 | 4965812 |
| Reynolds Presto Products Inc. | United States | SPOOL DESIGN | 77/552213 | 3732345 |
| Reynolds Consumer Products LLC | United States | STAYBRITE | 77/722088 | 3829266 |
| Reynolds Presto Products Inc. | United States | SUPERFLEX | 78/787758 | 3331879 |
| Reynolds Consumer Products LLC | United States | SURE SEAL | 85/255335 | 4637452 |
| Reynolds Consumer Products LLC | United States | THE FUN NEVER FADES | 85/618182 | 4498706 |
| Reynolds Consumer Products LLC | United States | THE OFFICIAL CUP OF TAILGATING | 86/721659 | |
| Reynolds Consumer Products LLC | United States | TUXEDO and design | 85/234648 | 4076301 |
| Reynolds Consumer Products LLC | United States | VIBRANTS | 85/257222 | 4034988 |
| Reynolds Consumer Products LLC | United States | VIBRANTS | 85/977666 | 4243724 |
| Reynolds Consumer Products LLC | United States | WARM APPLE SPICE | 85/727047 | 4394145 |
| Reynolds Consumer Products LLC | United States | ZOO PALS | 85/430588 | 4112005 |
| Reynolds Presto Products Inc. | United States | CHILD-GUARD | 86/362601 | |
| Reynolds Presto Products Inc. | United States | CHILD-GUARD design | 86/362628 | |
| Reynolds Presto Products Inc. | United States | CLICK 'N LOCK | 86/012709 | 4661210 |
| Reynolds Presto Products Inc. | United States | CLICK 'N LOCK | 86/072105 | 4753466 |
| Reynolds Presto Products Inc. | United States | CLICK 'N LOCK design | 86/363640 | 4909574 |
| Reynolds Presto Products Inc. | United States | COLOR REVEAL | 77/083635 | 3534635 |
| Reynolds Presto Products Inc. | United States | CREATING SUSTAINABLE ENVIRONMENTS | 77/142779 | 3554731 |
| Reynolds Presto Products Inc. | United States | GEOBIN | 77/274420 | 3513774 |
| Reynolds Presto Products Inc. | United States | GEOPAVE | 77/369932 | 3722991 |
| Reynolds Presto Products Inc. | United States | GEOTERRA | 77/447843 | 3628394 |
| Reynolds Presto Products Inc. | United States | GIFT TOPS | 85/432818 | 4162626 |
| Reynolds Presto Products Inc. | United States | GIVING YOU A LOCK ON GREEN | 77/552223 | 3732346 |
| Reynolds Presto Products Inc. | United States | ISLAND ALOHA | 86/699743 | |
| Reynolds Presto Products Inc. | United States | ODOR PROTECT | 85/729490 | 4434921 |
| Reynolds Presto Products Inc. | United States | PRESTO | 73/769354 | 1574978 |
| Reynolds Presto Products Inc. | United States | PRESTO | 86/660611 | 4904492 |
| Reynolds Presto Products Inc. | United States | PRESTO AND STARBURST DESIGN | 86/660604 | 4889111 |
| Reynolds Presto Products Inc. | United States | SLIDER GUARD | 87/059434 | |
| Reynolds Presto Products Inc. | United States | SLIDER-GUARD | 87/059443 | |
| Reynolds Presto Products Inc. | United States | SMART MATCH | 85/359704 | 4096298 |
| Reynolds Presto Products Inc. | United States | SNAP 'N CLICK | 86/247291 | 4914359 |
| Reynolds Presto Products Inc. | United States | TERRAMAX | 78/788215 | 3270158 |
| Reynolds Presto Products Inc. | United States | TWIST and STORE | 77/203105 | 3513502 |
| Reynolds Presto Products Inc. | United States | ZIPPER SPOOL REUSE PROGRAM | 77/552228 | 3671194 |
[[NYCORP:3642562v5:4438D:07/21/2017--02:24 PM]]
