EXHIBIT 4.13.14
The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.
SUPPLEMENT NO. 14 (this “Supplement”) dated as of September 1, 2010 to the Collateral Agreement dated as of November 5, 2009 (the “Collateral Agreement”), among REYNOLDS GROUP HOLDINGS INC., a corporation organized under the laws of the state of Delaware (“RGHI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS INC., a corporation organized under the laws of the state of Delaware (the “U.S. Term Borrower” and, together with RGHI, the “U.S. Term Borrowers”), CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a corporation organized under the laws of the state of Delaware (together with the U.S. Term Borrowers, the “Borrowers”), REYNOLDS GROUP ISSUER LLC, a limited liability company formed under the laws of the state of Delaware (the “U.S. Issuer”), REYNOLDS GROUP ISSUER INC., a corporation organized under the laws of the state of Delaware (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), each Subsidiary of Holdings from time to time party thereto (each such Subsidiary, the Borrowers and the Issuers are referred to collectively herein as the “Grantors”) and THE BANK OF NEW YORK MELLON, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
A. Reference is made to (a) the Credit Agreement dated as of November 5, 2009, as amended by Amendment No. 1, dated as of January 21, 2010, as further amended by Amendment No. 2 and Incremental Term Loan Assumption Agreement, dated as of May 4, 2010 (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 (formerly known as Credit Suisse), as administrative agent (in such capacity, the “Administrative Agent”), (b) 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 Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee (in such capacity, the “Indenture Trustee”), principal paying agent, transfer agent and registrar and (c) the First Lien Intercreditor Agreement dated as of November 5, 2009, as amended by Amendment No. 1 and Joinder Agreement, dated as of January 21, 2010 (as amended, novated, supplemented, restated or modified from time to time, the “First Lien Intercreditor Agreement”), among the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Loan Parties party thereto.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms pursuant to the Collateral Agreement.
C. The Grantors have entered into the Collateral Agreement in order to induce the Secured Parties to extend credit to the Grantors pursuant to the Loan Documents. Section 5.16 of the Collateral Agreement provides that additional U.S. Subsidiaries of Holdings may become Grantors under the Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned U.S. Subsidiary (the “New U.S. Subsidiary”) is executing this Supplement in accordance with the requirements of the Collateral Agreement and the other Loan Documents to become a Grantor under the Collateral Agreement in order to induce the Secured Parties to extend additional credit and as consideration for credit previously extended, in each case, under the Loan Documents.
Accordingly, the Collateral Agent and the New U.S. Subsidiary agree as follows:
SECTION 1. In accordance with Section 5.16 of the Collateral Agreement, the New U.S. Subsidiary by its signature below becomes a U.S. Grantor under the Collateral Agreement with the same force and effect as if originally named therein as a U.S. Grantor and the New U.S. Subsidiary hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a U.S. Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a U.S. Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New U.S. Subsidiary, as security for the payment and performance in full of the Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New U.S. Subsidiary’s right, title and interest in and to the Collateral of the New U.S. Subsidiary to the extent provided in the Collateral Agreement. Each reference to a “Grantor” and “U.S. Grantor” in the Collateral Agreement shall be deemed to include the New U.S. Subsidiary. The Collateral Agreement is hereby incorporated herein by reference.
SECTION 2. The New U.S. Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly
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authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof.
SECTION 3. This Supplement 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. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New U.S. Subsidiary and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Supplement.
SECTION 4. The New U.S. Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the information, with respect to such New U.S. Subsidiary, required by the Perfection Certificate the form of which is attached as Exhibit B to the Collateral Agreement and (b) set forth under its signature hereto, is the true and correct legal name of the New U.S. Subsidiary and its jurisdiction of organization.
SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 8. All communications and notices hereunder shall (except as otherwise permitted by the Collateral Agreement) be in writing and given as provided pursuant to Section 5.01 of the Collateral Agreement.
SECTION 9. The New U.S. Subsidiary agrees to reimburse the Collateral Agent for its out-of-pocket expenses in connection with this Supplement, including the fees, other charges and disbursements of counsel for the Collateral Agent as provided in Section 5.06 of the Collateral Agreement,mutatismutandis.
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SECTION 10. The New U.S. Subsidiary is a corporation duly incorporated under the law of Minnesota.
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IN WITNESS WHEREOF, the New U.S. Subsidiary and the Collateral Agent have duly executed this Supplement to the Collateral Agreement as of the day and year first above written.
ULTRA PAC, INC. | |||||
By | /s/ Helen Golding | ||||
Name: Helen Golding | |||||
Title: Assistant Secretary | |||||
Address: 6641 West Broad Street, Richmond, VA 23230 Legal Name: Ultra Pac, Inc. Jurisdiction of Formation: Minnesota | |||||
THE BANK OF NEW YORK MELLON, as Collateral Agent | |||||
By | /s/ Catherine F. Donohue | ||||
Name: Catherine F. Donohue | |||||
Title: Vice President |
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Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Schedule 1
Names
Change in Identity | ||||
Other Legal Names | or Corporate Structure Within | |||
Grantor’s Exact Legal Name | (including date of change) | the Past 5 years | ||
Ultra Pac, Inc. | None | None |
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Schedule 2(a)
Jurisdictions and Locations
Organizational | ||||||||
Identification | Chief Executive Office or | |||||||
Jurisdiction of | Form of | Number | Registered Office Address | |||||
Grantor | Organization | Organization | (if any) | (including county) | ||||
Ultra Pac, Inc. | Minnesota | Corporation | 5M-225 | National Registered Agents, Inc. 590 Park Street, Suite 6, St. Paul, MN 55102 (Ramsey County, Minnesota) |
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Schedule 2(b)
Location of Other Persons that Possess Collateral
Names and Addresses of Other Persons | ||
that Possess any Collateral (including | ||
Grantor | county) | |
Ultra Pac, Inc. | None |
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Schedule 5
UCC Filings
Grantor | UCC Filing Office/County Recorder’s Office | |
Ultra Pac, Inc. | Office of the Secretary of State Retirement Systems of Minnesota Building 60 Empire Drive, Suite 100 St. Paul, MN 55103 |
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Schedule 6
Stock Ownership and Other Equity Interests
Number of Equity | Percentage of | |||||||
Grantor | Issuer | Certificate Number | Interests | Ownership | ||||
None |
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Schedule 7
Debt Instruments
Grantor | Creditor | Debtor | Type | Amount | ||||
None |
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Schedule 8
Mortgaged Property and Mortgage Filings
Exact Name of | ||||||||
Mortgaged Property | Exact Name of Owner | Record Owner | Property Address | Filing Office | ||||
None |
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Schedule 9(a)
Intellectual Property
Copyrights and Copyright Applications
COPYRIGHTS OWNED BY ULTRA PAC, INC.
U.S. Copyright Registrations
None
Pending U.S. Copyright Applications for Registration
None
Non-U.S. Copyright Registrations
None
Non-U.S. Pending Copyright Applications for Registration
None
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Schedule 9(b)
Intellectual Property
Patents and Patent Applications
PATENTS OWNED BY ULTRA PAC, INC.
U.S. Patents
Title | Type | Serial No. | Patent No. | |||||||||
EASY OPEN PACKAGE | U | 08/341,768 | 5,704,481 | |||||||||
Egg Container | D | 29/038,527 | D-371,961 | |||||||||
Egg Carton | D | 29/040,185 | D385,780 | |||||||||
Base For Angel Food Cakes | D | 29/042,365 | D371,964 | |||||||||
Clamshell Package For Cored Pineapple Fruit | D | 29/021,944 | D361,714 | |||||||||
Shrimp Package With Hinged Lid | D | 29/029,304 | D364,090 | |||||||||
Fruit Container | D | 29/025,761 | D-360,825 | |||||||||
Fruit Container | D | 29/040,985 | D-379,300 | |||||||||
Fruit Container | D | 29/050,266 | D-380,381 | |||||||||
Fruit Container | D | 29/052,442 | D-385,784 | |||||||||
Clamshell Container For Food Items | U | 08/382,977 | 5,497,894 | |||||||||
Clamshell Container For Food Items | D | 29/034,458 | D-365,272 | |||||||||
Container for Herbs | D | 29/030,361 | D-363,022 | |||||||||
Bread Tray | D | 29/028,296 | D-361,514 | |||||||||
Blueberry Container | D | 29/029,338 | D-363,879 | |||||||||
BERRY BOX | D | 29/024,458 | D-361,035 | |||||||||
BERRY BOX | D | 29/014,482 | D-361,036 | |||||||||
Stackable Berry Container with Hinged Lid | D | 29/045,260 | D-377,450 | |||||||||
Stackable Berry Container with Hinged Lid | D | 29/045,297 | D-378,192 |
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Title | Type | Serial No. | Patent No. | |||
Cake Container | D | 29/048,590 | D-374,820 | |||
Food Container (2 Serving) | D | 29/070,002 | D-395,985 | |||
Food Container (4 Serving) | D | 29/069,948 | D-395,796 | |||
Food Container | D | 29/041,784 | D-371,940 | |||
Food Container | D | 29/044,128 | D-376,314 | |||
Fruit Box | U | 08/193,433 | 5,590,805 | |||
Food Package With Hinged Lid | D | 29/014,051 | D-351,999 | |||
Food Package With Hinged Lid | D | 29/014,058 | D-354,436 | |||
Food Package With Hinged Lid | D | 29/014,055 | D-354,435 | |||
SANDWICH CONTAINER | D | 29/009,434 | D-349,050 | |||
LUNCH BOX | D | 29/009,749 | D-349,633 | |||
PASTRY PACKAGE | D | 29/012,160 | D-352,454 | |||
FRUIT CLAMSHELL CONTAINER | D | 29/005,991 | D-346,552 | |||
STORAGE AND DISPLAY CONTAINER FOR FOOD | D | 29/005,651 | D-346,554 | |||
TRAY FOR BAKED GOODS | D | 29/004,349 | D-345,894 | |||
CONTAINER FOR BAKED FOOD PRODUCTS | D | 29/004,352 | D-345,912 | |||
SNACK FOOD CONTAINER WITH LID | D | 07/919,122 | D-344,660 | |||
BERRY BOX | D | 29/024,458 | D-361,035 | |||
BERRY BOX | D | 29/014,482 | D-361,036 | |||
Chicken Container | D | 29/073,173 | D-394,807 | |||
Pie Container | D | 29/073,780 | D-391,850 | |||
Vegetable Container | D | 29/084,690 | D-421,695 |
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
U.S. Patent Applications
None
Non-U.S. Patents
Title | Country | Serial No. | Patent No. | |||||||
Clamshell Container For Food Items | Argentina | 62,716 | 62,716 | |||||||
Clamshell Container For Food Items | Mexico | 95,741 | 9271 | |||||||
Clamshell Container For Food Items | New Zealand | 26,877 | 26,877 | |||||||
Blueberry Container | Mexico | 95/3348 | 186,156 | |||||||
Stackable Container with Hinged Lid | Australia | 1076/1996 | 129,952 | |||||||
A Stackable Berry Box Container with Hinged Lid | New Zealand | 27,524 | 27,524 | |||||||
Food Container (2 Serving) | Canada | 1997-2635 | 85,264 | |||||||
Food Container (4 Serving) | Canada | 1997-2636 | 84,760 | |||||||
Food Container | New Zealand | 27,101 | 27,101 | |||||||
Chicken Container | Canada | 1997-3145 | 85,286 | |||||||
Fruit Box | Australia | 2249/94 | 122,837 | |||||||
Fruit Box | Mexico | 947,264 | 187,322 | |||||||
Vegetable Container | Canada | 1998-1981 | 85,896 | |||||||
Box | Australia | 559/94 | 121,365 | |||||||
Berry Box | New Zealand | 25,788 | 25,788 |
Non-U.S. Patent Applications
None
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Schedule 9(c)
Intellectual Property
Trademarks and Trademark Applications
TRADEMARK/TRADE NAMES OWNED BY ULTRA PAC, INC.
U.S. Trademark Registrations
Mark | Reg. Date | Reg. No. | ||||||
ULTRA PAC | 2-Dec-97 | 2,117,754 | ||||||
ULTRA PAC | 31-Aug-99 | 2,273,796 | ||||||
CHICKEN COUPE | 13-Oct-98 | 2,196,677 | ||||||
ULTRALITE BAKEABLES | 26-Sep-95 | 1,922,089 | ||||||
PETEWICH | 14-Feb-95 | 1,878,674 | ||||||
SNACK CLAM | 14-Jun-94 | 1,839,975 | ||||||
SHO-BOWLS | 17-Dec-91 | 1,668,553 |
U.S. Trademark Applications
None
State Trademark Registrations
None
Non-U.S. Trademark Registrations
Country | Mark | Reg. Date | Reg. No. | |||
Australia | ULTRA PAC | 31-May-04 | A631,148 | |||
Mexico | ULTRA PAC (and Design) | 31-Aug-95 | 503,026 | |||
New Zealand | ULTRA PAC | 18-May-01 | B237,026 | |||
Australia | SHO-BOWLS | 6-Mar-96 | A645,071 | |||
New Zealand | SHO-BOWLS | 23-Sep-01 | 241,359 |
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Non-U.S. Trademark Applications
None
Trade Names
None
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
LICENSES
I. Licenses/Sublicenses of Ultra Pac, Inc. as Licensor/Sublicensor on Date Hereof
A. Copyrights
U.S. Copyrights
None
Non-U.S. Copyrights
None
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
B. Patents
U.S. Patents
None
U.S. Patent Applications
None
Non-U.S. Patents
None
Non-U.S. Patent Applications
None
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
C. Trademarks
U.S. Trademarks
None
U.S. Trademark Applications
None
Non-U.S. Trademarks
None
Non-U.S. Trademark Applications
None
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
D. Others
None
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
II. Licenses/Sublicenses of Ultra Pac, Inc. as Licensee/Sublicensee on Date Hereof
A. Copyrights
U.S. Copyrights
None
Non-U.S. Copyrights
None
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
B. Patents
U.S. Patents
None
U.S. Patent Applications
None
Non-U.S. Patents
None
Non-U.S. Patent Applications
None
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
U.S. Trademarks
None
U.S. Trademark Applications
None
Non-U.S. Trademarks
None
Non-U.S. Trademark Applications
None
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
D. Others
None
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Schedule 10
Commercial Tort Claims
Grantor/Plaintiff | Defendant | Description | ||||||
None |
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Schedule 11
Deposit Accounts
Depositary | ||||||||||||
Institution | ||||||||||||
Grantor | (including address) | Type of Account | Account Number | |||||||||
None |
Schedule I to
Supplement No. 14 to the
Collateral Agreement
Supplement No. 14 to the
Collateral Agreement
Schedule 12
Securities Accounts
Intermediary | |||||||||||
Institution | |||||||||||
Grantor | (including address) | Type of Account | Account Number | ||||||||
None |