EXHIBIT 4.13.3
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. 3 (this “Supplement”) dated as of May 4, 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, 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
A-2
Trustee”), principal paying agent, transfer agent and registrar and (c) the First Lien Intercreditor Agreement dated as of November 5, 2009 (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 authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof.
A-3
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.
SECTION 10. The New U.S. Subsidiary is a corporation duly incorporated under the law of Delaware.
A-4
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.
EVERGREEN PACKAGING INC., | ||||||
By | ||||||
/s/ Helen Dorothy Golding | ||||||
Name: Helen Dorothy Golding | ||||||
Title: Secretary | ||||||
Address: 5350 Poplar Avenue, Suite 600, Memphis, Tennessee 38119 | ||||||
Legal Name: Evergreen Packaging Inc. | ||||||
Jurisdiction of Formation: Delaware | ||||||
THE BANK OF NEW YORK MELLON, as Collateral Agent, | ||||||
By | ||||||
/s/ Catherine F. Donohue | ||||||
Name: Catherine F. Donohue | ||||||
Title: Vice President |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Schedule 1
Names
Change in Identity or | ||||
Other Legal Names | Corporate Structure Within | |||
Grantor’s Exact Legal Name | (including date of change) | the Past 5 years | ||
Evergreen Packaging Inc. | None | None |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 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) | ||||||
Evergreen Packaging Inc. | Delaware | Corporation | 4257777 | 5350 Poplar Avenue, Suite 600, Memphis, Tennessee 38119 (Shelby County, Tennessee) |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 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) | |
Evergreen Packaging Inc. | West Logistics Inc. | |
220 North Hoover Road | ||
Durham, NC 27703 | ||
(Durham County) | ||
Evergreen Packaging Inc. | Wagner Industries, Inc. | |
4104 Emmett Sanders Road | ||
Pine Bluff, AR 71601 | ||
(Jefferson County) | ||
Evergreen Packaging Inc. | Wagner Industries, Inc. | |
1600 East Gregory | ||
North Little Rock, AR 72114 | ||
(Pulaski County) | ||
Evergreen Packaging Inc. | Little Rock Distribution, LLC | |
Hotfoot Group | ||
4300 West 65th Street | ||
Little Rock, AR 72209 | ||
(Pulaski County) | ||
Evergreen Packaging Inc. | Mallory Alexander International Logistics | |
Mendenhall Distribution Center | ||
3834 S. Mendenhall Road | ||
Memphis, TN 38141 | ||
(Shelby County) | ||
Evergreen Packaging Inc. | Paper Tigers in Camden | |
2105 Adams Avenue | ||
Camden, AR 71701 | ||
(Ouachita County) | ||
Evergreen Packaging Inc. | APG | |
1898 East Grand Avenue | ||
Hot Springs, AR 71901 | ||
(Garland County) | ||
Evergreen Packaging Inc. | Bayshore | |
1300 McCabe Road | ||
La Porte, TX 77571 | ||
(Harris County) | ||
Evergreen Packaging Inc. | Knox Nelson | |
1801 West 5th Street | ||
Pine Bluff, AR 71601 | ||
(Jefferson County) |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Schedule 5
UCC Filings
Grantor | UCC Filing Office/County Recorder’s Office | |
Evergreen Packaging Inc. | Delaware Secretary of State Department of Corporations Uniform Commercial Code Division 401 Federal Street Dover, DE 19901 |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Schedule 6
Stock Ownership and Other Equity Interests
Certificate | Number of | Percentage of | ||||||||||
Grantor | Issuer | Number | Equity Interests | Ownership | ||||||||
Evergreen Packaging Inc. | Evergreen Packaging USA Inc. | C-13 | 1,642 (Common Stock) | 100 | % | |||||||
Evergreen Packaging Inc. | Blue Ridge Holding Corp. | 247 | 100 (Common Stock) | 100 | % |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Schedule 7
Debt Instruments
Grantor | Creditor | Debtor | Type | Amount | ||||
None |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Schedule 8
Mortgaged Property and Mortgage Filings
Exact Name of | Exact Name of | |||||||
Mortgaged Property | Owner | Record Owner | Property Address | Filing Office | ||||
Pine Bluff, AR | Evergreen Packaging Inc. | Evergreen Packaging Inc. | 5201 Fairfield Road Pine Bluff, AR | Circuit Clerk of Jefferson County, Arkansas | ||||
Plant City, FL | Evergreen Packaging Inc. | Evergreen Packaging Inc. | 2104 Henderson Way Plant City, FL | Clerk of the Circuit Court of Hillsborough County, Florida | ||||
Turlock, CA | Evergreen Packaging Inc. | Evergreen Packaging Inc. | 1500 West Main Street Turlock, CA | Stanislaus County Recorder’s Office |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Schedule 9(a)
Intellectual Property
Copyrights and Copyright Applications
COPYRIGHTS OWNED BY EVERGREEN PACKAGING INC.
COPYRIGHTS OWNED BY EVERGREEN PACKAGING 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. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Schedule 9(b)
Intellectual Property
Patents and Patent Applications
PATENTS OWNED BY EVERGREEN PACKAGING INC.
U.S. Patents
Title | Type | Serial No. | Patent No. | |||||||
GABLE TOP CARTON WRAPPER | UTL | 07/691,249 | 5,060,804 | |||||||
POUR SPOUT CONSTRUCTION AND METHOD | UTL | 07/693,197 | 5,110,040 | |||||||
POUR SPOUT CONSTRUCTION | UTL | 07/551,818 | 5,152,438 | |||||||
BAG LINED CARTON WITH POUR SPOUT | UTL | 07/646,897 | 5,156,295 | |||||||
MODULAR TRACK SECTION FOR AN ENDLESS CONVEYOR | UTL | 07/799,256 | 5,178,263 | |||||||
MULTIPLE BARB PICK | UTL | 07/763,721 | 5,181,444 | |||||||
CARTON BOTTOM SEALER | UTL | 08/215,173 | 5,482,204 | |||||||
CARTON BOTTOM SEALING DIES | UTL | 08/541,943 | 5,588,943 | |||||||
CONTAINER FABRICATION METHOD | UTL | 08/747,774 | 5,683,339 | |||||||
HEAT-SEALS ABILITY OF POLYOLEFINS | UTL | 08/686,892 | 5,693,373 | |||||||
CONTAINER FIXANT APPLICATOR AND METHOD FOR PRODUCTION AND APPLICATION THEREFOR | UTL | 08/591,815 | 5,711,475 | |||||||
NON-FOIL POLYMER COATED CARTONS FOR PACKAGING FOOD AND NON-FOOD PRODUCTS | UTL | 08/527,620 | 5,712,006 | |||||||
METHOD FOR FITTING A DEVICE FOR THE OPENING AND CLOSING OF A PACK | UTL | 08/816,031 | 5,778,637 | |||||||
PAPERBOARD CARTONS HAVING PROTECTED BOARD RAW EDGES SURFACES AND METHOD OF MANUFACTURE | UTL | 08/842,539 | 5,810,243 | |||||||
METHOD FOR PRODUCTION AND APPLICATION OF A CONTAINER FIXANT APPLICATOR THEREFOR | UTL | 09/007,358 | 5,916,080 | |||||||
ASEPTIC BRICK PACKAGE SPOUT | UTL | 08/868,818 | 5,960,992 | |||||||
METHOD FOR PREVENTING BULGE OF LIQUID PACKAGING | UTL | 09/131,749 | 5,975,158 | |||||||
EXTENDED LONG LIFE JUICE CARTON STRUCTURE AND METHOD OF CONSTRUCTION | UTL | 09/010,832 | 6,110,548 |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Title | Type | Serial No. | Patent No. | |||||||
CONTAINER FOR THE SELECTIVE SCAVENGING OF CITRUS JUICE COMPONENTS | UTL | 09/301,013 | 6,169,044 | |||||||
PRESSURE PAD HAVING SCULPTED QUADRANTAL REGIONS | UTL | 09/421,809 | 6,315,705 | |||||||
DEVICE FOR OPENING AND CLOSING A PACKAGE | UTL | 09/781,781 | 6,354,467 | |||||||
CLAY-FILLED POLYMER BARRIER MATERIALS FOR FOOD PACKAGING APPLICATIONS | UTL | 09/022,825 | 6,358,576 | |||||||
EASY OPENING POUR SPOUT | UTL | 09/353,256 | 6,390,342 | |||||||
POLYOLEFIN TIE MATERIAL FREE BARRIER CARTON WITH POLYETHYLENE TEREPHTHALATE PRODUCT CONTACT LAYER | UTL | 09/321,880 | 6,534,139 | |||||||
CONTAINER PATCH AND METHOD OF FORMATION | UTL | 09/851,253 | 6,579,390 | |||||||
MULTILAYER PAPERBOARD PACKAGING STRUCTURE INCLUDING POLYOLEFIN POLYAMIDE BLEND LAYER | UTL | 09/918,521 | 6,582,808 | |||||||
METHOD OF CLOSING THE BOTTOM OF A CONTAINER | UTL | 09/798,597 | 6,599,225 | |||||||
ADJUSTABLE CARTON STOP | UTL | 09/977,614 | 6,609,355 | |||||||
CARTON BOTTOM FORMING METHOD AND APPARATUS | UTL | 09/689,193 | 6,626,810 | |||||||
SEAL FOR CLEAN-IN-PLACE ENCLOSURE FOR A PACKAGING MACHINE | UTL | 09/977,412 | 6,637,749 | |||||||
METHOD AND APPARATUS FOR CLOSING OPEN END OF CARTON BLANK | UTL | 09/977,436 | 6,669,614 | |||||||
PROCESS FOR ACTIVATING OXYGEN SCAVENGER COMPONENTS DURING GABLE TOP CARTON FILLING PROCESS | UTL | 09/919,952 | 6,689,314 | |||||||
METHOD AND APPARATUS FOR CLOSING OPEN END OF CARTON BLANK | UTL | 10/686,761 | 6,837,029 | |||||||
APPARATUS FOR FORMING A BOTTOM CLOSURE FOR A CONTAINER | UTL | 10/444,170 | 6,881,180 |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Title | Type | Serial No. | Patent No. | |||||||
CARTON BOTTOM FORMING METHOD AND APPARATUS | UTL | 10/657,662 | 6,887,191 | |||||||
HANDLED CONTAINER | UTL | 10/608,165 | 6,918,533 | |||||||
BARRIER LAMINATE STRUCTURE FOR PACKAGING BEVERAGES | UTL | 10/428,147 | 7,229,678 | |||||||
CONTAINER GUIDE FOR A CONTAINER FILLING APPARATUS | UTL | 11/059,233 | 7,237,580 | |||||||
PRESSURE PAD FOR CLOSING BOTTOM OF CARTON | UTL | 11/363,879 | 7,326,163 | |||||||
CARTON BOTTOM SEALER APPARATUS AND METHOD | UTL | 11/302,760 | 7,377,891 | |||||||
CARTON TOP SEALER APPARATUS AND METHOD | UTL | 11/302,841 | 7,392,639 | |||||||
RUPTURABLE OPENING FOR SEALED CONTAINER | UTL | 10/892,961 | 7,556,191 | |||||||
FLUID DISCHARGE NOZZLE | UTL | 11/109,520 | 7,594,616 | |||||||
LIFTING DEVICE FOR A VACUUM TRANSFER SYSTEM | UTL | 11/831,266 | 7,631,912 | |||||||
ENCLOSED CARTON MAGAZINE ASSEMBLY | UTL | 11/304,832 | 7,665,727 | |||||||
PAPERBOARD BOTTLE | DES | 29/164,474 | D475,630 | |||||||
PAPERBOARD BOTTLE WITH ARCED HANDLE | DES | 29/175,656 | D483,272 | |||||||
PAPERBOARD BOTTLE | DES | 29/175,655 | D503,343 | |||||||
HANDLED CONTAINER | DES | 29/185,430 | D513,991 | |||||||
CARTON | DES | 29/302,670 | D578,389 | |||||||
CARTON | DES | 29/324,065 | D589,791 | |||||||
CARTON | DES | 29/334,041 | D596,027 | |||||||
CARTON | DES | 29/306,589 | D601,016 | |||||||
NON-FOIL COMPOSITE STRUCTURES FOR PACKAGING JUICE | UTL | 07/434,636 | RE33,376 |
U.S. Patent Applications
Title | Type | Serial No. | ||||
CONTAINER FITMENT HAVING ELLIPSOIDAL OPENING | UTL | 10/804,933 | ||||
CONTAINER FILLING APPARATUS INCLUDING CLEANING SYSTEM | UTL | 11/302,828 | ||||
NON-FOIL BARRIER LAMINATES | UTL | 10/288,841 |
Non-U.S. Patents
None.
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Non-U.S. Patent Applications
None.
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Schedule 9(c)
Intellectual Property
Trademarks and Trademark Applications
TRADEMARK/TRADE NAMES OWNED BY 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* | ||
4EVERGREEN and Design | 5/9/2008 | 77/469,994* | ||
SLENDAPAK | 12/16/2008 | 77/633,709* | ||
SINGLESIP | 2/25/2009 | 77/678,057* | ||
EVERGREEN PACKAGING and Design | 10/19/2009 | 77/852,080 | ||
EVERGREEN PACKAGING and Design | 10/19/2009 | 77/852,084* |
* | Filed on an “intent-to-use” basis pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051. |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Mark | Filing Date | Application No. | ||
EVERGREEN PACKAGING and Design | 10/19/2009 | 77/852,088 | ||
EVERGREEN PACKAGING and Design | 10/19/2009 | 77/852,092 |
State Trademark Registrations
None.
Non-U.S. Trademark Registrations
Country | Mark | Reg. Date | Reg. No. | |||
Australia | 4EVERGREEN and Design | 12/9/2008 | 1276944 | |||
Canada | EVERGREEN-WRAP Stylized | 1/24/1997 | TMA469,692 | |||
Canada | EVERGREEN PACKAGING INC. TORONTO CANADA and Design | 2/4/1997 | TMA470,419 | |||
Community Trademark | 4EVERGREEN and Design | 10/7/2009 | 007537939 | |||
Community Trademark | EVERGREEN PACKAGING | 9/11/2008 | 006366017 | |||
Community Trademark | Hexagon Design | 6/10/2009 | 006366595 | |||
El Salvador | Hexagon Design | 7/11/2008 | 29 Bk-110 | |||
El Salvador | EVERGREEN PACKAGING | 3/26/2008 | 75 Bk-103 | |||
El Salvador | Hexagon Design | 5/5/2008 | 79 Bk-105 | |||
El Salvador | EVERGREEN PACKAGING | 6/3/2008 | 144 Bk-107 | |||
El Salvador | Hexagon Design | 6/11/2008 | 144 Bk-108 | |||
El Salvador | EVERGREEN PACKAGING | 6/5/2008 | 219 Bk-107 | |||
El Salvador | Hexagon Design | 4/7/2008 | 235 Bk-103 | |||
El Salvador | EVERGREEN PACKAGING | 4/4/2008 | 237 BK-103 | |||
Israel | Hexagon Design | 3/8/2009 | 204541 | |||
Israel | Hexagon Design | 3/8/2009 | 204542 | |||
Japan | 4EVERGREEN and Design | 1/20/2009 | 2009-3070 | |||
Japan | EVERGREEN PACKAGING | 2/20/2009 | 5205197 | |||
Japan | EVERGREEN PACKAGING | 4/25/2008 | 5132023 |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Country | Mark | Reg. Date | Reg. No. | |||
Mexico | 4EVERGREEN and Design | 5/14/2009 | 1099666 | |||
Mexico | 4EVERGREEN and Design | 5/20/2009 | 1100794 | |||
Mexico | EVERGREEN PACKAGING | 3/10/2008 | 1029466 | |||
Mexico | Hexagon Design | 3/10/2008 | 1029465 | |||
Mexico | Hexagon Design | 3/12/2008 | 1029775 | |||
Mexico | EVERGREEN PACKAGING | 4/2/2009 | 1092839 | |||
Mexico | Hexagon Design | 8/17/2009 | 1115628 | |||
Morocco | EVERGREEN PACKAGING | 10/23/2007 | 113548 | |||
Morocco | Hexagon Design | 3/25/2008 | 113549 | |||
New Zealand | 4EVERGREEN and Design | 7/9/2009 | 800137 | |||
Saudi Arabia | EVERGREEN PACKAGING | 6/22/2009 | 1078/11 | |||
Saudi Arabia | EVERGREEN PACKAGING | 6/22/2009 | 1078/12 | |||
Saudi Arabia | EVERGREEN PACKAGING | 6/22/2009 | 1078/13 | |||
Saudi Arabia | EVERGREEN PACKAGING | 6/22/2009 | 1078/14 | |||
South Korea | EVERGREEN PACKAGING | 9/8/2008 | 45-24555 | |||
South Korea | Hexagon Design | 1/14/2009 | 45-26122 | |||
Taiwan | 4EVERGREEN and Design | 10/1/2009 | 1380909 | |||
Taiwan | EVERGREEN PACKAGING | 2/1/2009 | 01348993 |
Non-U.S. Trademark Applications
Country | Mark | Application Date | Application No. | |||
Belize | SINGLESIP | 8/26/2009 | n/a | |||
Brazil | 4EVERGREEN and Design | 1/23/2009 | 830170383 | |||
Canada | Hexagon Design | 10/30/2007 | 1,369,845 | |||
Canada | EVERGREEN PACKAGING | 10/30/2007 | 1,369,847 | |||
Canada | 4EVERGREEN and Design | 1/19/2009 | 1,424,914 | |||
Canada | RUN TIME | 6/3/2009 | 1,440,224 |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Country | Mark | Application Date | Application No. | |||
Canada | SLENDAPAK | 6/9/2009 | 1,440,861 | |||
Canada | SINGLESIP | 8/13/2009 | 1,448,140 | |||
China P.R. | 4EVERGREEN and Design | 2/3/2009 | 7187204 | |||
China P.R. | EVERGREEN PACKAGING | 11/27/2009 | n/a1 | |||
China P.R. | EVERGREEN PACKAGING | 11/27/2009 | n/a2 | |||
China P.R. | EVERGREEN PACKAGING | 11/27/2009 | n/a3 | |||
China P.R. | EVERGREEN PACKAGING | 11/27/2009 | n/a4 | |||
China P.R. | Hexagon Design | 10/29/2007 | 6348433 | |||
China P.R. | Hexagon Design | 10/29/2007 | 6348434 | |||
China P.R. | Hexagon Design | 10/29/2007 | 6348435 | |||
China P.R. | Hexagon Design | 10/29/2007 | 6348436 | |||
China P.R. | SINGLESIP | 8/7/2009 | n/a | |||
Community Trademark | SINGLESIP | 8/13/2009 | 008490691 | |||
Costa Rica | SINGLESIP | 8/25/2009 | 2009-7512 | |||
El Salvador | 4EVERGREEN and Design | 3/6/2009 | E91941-2009 | |||
El Salvador | 4EVERGREEN and Design | 3/6/2009 | E91942-2009 | |||
El Salvador | SINGLESIP | 8/12/2009 | E-95227-2009 | |||
Guatemala | SINGLESIP | 8/24/2009 | 2009-005568 | |||
Honduras | SINGLESIP | 8/26/2009 | n/a | |||
India | 4EVERGREEN and Design | 1/23/2009 | 1777641 | |||
Israel | 4EVERGREEN and Design | 1/25/2009 | 218118 | |||
Japan | EVERGREEN PACKAGING | 7/15/2008 | 2008-057811 | |||
Mexico | EVERGREEN PACKAGING | 10/31/2007 | 893226 | |||
Mexico | EVERGREEN PACKAGING | 10/31/2007 | 893228 | |||
Mexico | SINGLESIP | 8/26/2009 | 1029545 | |||
Nicaragua | SINGLESIP | 9/11/2009 | 2009-02499 | |||
Panama | 4EVERGREEN and Design | 3/12/2009 | 179650 | |||
Panama | SINGLESIP | 8/24/2009 | 183719 | |||
South Korea | SINGLESIP | 8/24/2009 | 40-2009-00040652 | |||
South Korea | 4EVERGREEN and Design | 2/6/2009 | 41-2009-0002222 | |||
United Arab Emirates | EVERGREEN PACKAGING | 10/29/2007 | 101749 |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Country | Mark | Application Date | Application No. | |||
United Arab Emirates | Hexagon Design | 10/29/2007 | 101750 | |||
Venezuela | 4EVERGREEN and Design | 7/6/2009 | 10660-2009 | |||
Venezuela | Hexagon Design | 10/19/2007 | 25210/2007 | |||
Venezuela | EVERGREEN PACKAGING | 10/19/2007 | 25211/2007 | |||
Venezuela | EVERGREEN PACKAGING | 10/19/2007 | 25212/2007 | |||
Venezuela | EVERGREEN PACKAGING | 10/19/2007 | 25213/2007 | |||
Venezuela | EVERGREEN PACKAGING | 10/19/2007 | 25214/2007 | |||
Venezuela | Hexagon Design | 10/19/2007 | 25215/2007 | |||
Venezuela | Hexagon Design | 10/19/2007 | 25216/2007 | |||
Venezuela | Hexagon Design | 10/19/2007 | 25217/2007 |
Trade Names
None.
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
LICENSES
I. Licenses/Sublicenses of Evergreen Packaging Inc. as Licensor/Sublicensor on Date Hereof
A. Copyrights
None.
Non-U.S. Copyrights
None.
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 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. 3 to the
Collateral Agreement
Supplement No. 3 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. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
D. Others
None.
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
II. | Licenses/Sublicenses of Evergreen Packaging Inc. as Licensee/Sublicensee on Date Hereof | |
A. | Copyrights |
U.S. Copyrights
None.
Non-U.S. Copyrights
None.
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 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. 3 to the
Collateral Agreement
Supplement No. 3 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. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
D. Others
None.
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Schedule 10
Commercial Tort Claims
Grantor/Plaintiff | Defendant | Description | ||
None |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Schedule 11
Deposit Accounts
Depositary Institution | ||||||
Grantor | (including address) | Type of Account | Account Number | |||
Evergreen Packaging Inc. | Bank of America | Master Account | [ ] | |||
901 Main Street, 10th Flr, | ||||||
Dallas, TX 75202 | ||||||
Evergreen Packaging Inc. | Bank of America | Accounts Payable | [ ] | |||
901 Main Street, 10th Flr, | ||||||
Dallas, TX 75202 | ||||||
Evergreen Packaging Inc. | Bank of America | Turlock Facility | [ ] | |||
901 Main Street, 10th Flr, | ||||||
Dallas, TX 75202 | ||||||
Evergreen Packaging Inc. | PNC Bank | Lockbox | [ ] | |||
2 Tower Center Blvd, 23rd Flr | ||||||
East Brunswick, NJ 08816 |
Schedule I to
Supplement No. 3 to the
Collateral Agreement
Supplement No. 3 to the
Collateral Agreement
Schedule 12
Securities Accounts
Intermediary Institution | ||||||
Grantor | (including address) | Type of Account | Account Number | |||
None |