Contract
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 Xxxxxxxx Group Holdings Inc., Xxxxxxxx Consumer Products Holdings LLC, Closure Systems International Holdings LLC, Xxxxxxxx Group Issuer LLC (the “U.S. Co-Issuer”), Xxxxxxxx Group Issuer Inc. (together with the U.S. Co-Issuer, the “U.S. Issuers”), the Subsidiaries of Xxxxxxxx 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, Xxxxxxxx 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/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx | |
Title: Secretary and Vice President |
EVERGREEN PACKAGING INC., | |
By | |
/s/ Xxxx X. Xxxxx | |
Name: Xxxx X. Xxxxx | |
Title: Secretary and Vice President |
XXXXXX PACKAGING COMPANY, L.P., | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary and Vice President |
PACTIV LLC, | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Vice President |
XXXXXXXX CONSUMER PRODUCTS LLC, | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary |
XXXXXXXX PRESTO PRODUCTS INC., | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary |
THE BANK OF NEW YORK MELLON, as Collateral Agent, | |
By | |
/s/ Xxxxxx Xxxxx | |
Name: Xxxxxx Xxxxx | |
Title: Vice President |
Schedule I
U.S. Grantors
Closure Systems International Inc.
Evergreen Packaging Inc.
Xxxxxx Packaging Company, L.P.
Pactiv LLC
Xxxxxxxx Consumer Products LLC
Xxxxxxxx Presto Products Inc.
Schedule II
Trademarks and Trademark Applications
Current Owner | Country | Xxxx | 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-XXXXX | 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 | 85/000000 | 0000000 |
Evergreen Packaging Inc. | United States | SMART POUR | 87/077722 | |
Evergreen Packaging Inc. | United States | TWIST-IT | 86/471933 | |
Xxxxxx Packaging Company, L.P. | United States | AEROPET | 86/199093 | 4752818 |
Xxxxxx 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 | 85/000000 | 0000000 |
Pactiv LLC | United States | THE GARDEN PARTY | 85/579501 | 4214040 |
Pactiv LLC | United States | Tree with Chasing Arrows Logo | 77/981425 | 3955843 |
Xxxxxxxx Consumer Products LLC | United States | PARTY ON! | 87/276603 | |
Xxxxxxxx Consumer Products LLC | United States | ALL YOU NEED IN ONE BAG | 86/119754 | 4679806 |
Xxxxxxxx Consumer Products LLC | United States | BBQ BUDDY | 75/168931 | 2182802 |
Xxxxxxxx Consumer Products LLC | United States | BE SURE IT'S SECURE | 86/105581 | 4782642 |
Xxxxxxxx Consumer Products LLC | United States | BLACK TIE | 85/384710 | 4231045 |
Xxxxxxxx Presto Products Inc. | United States | COLOR SEAL | 77/083648 | 3413619 |
Xxxxxxxx Consumer Products LLC | United States | CREATE MEAL MAGIC EVERY DAY | 85/754246 | 4328417 |
Xxxxxxxx Consumer Products LLC | United States | CRYSTAL COAT | 85/000000 | 0000000 |
Xxxxxxxx Consumer Products LLC | United States | CUT-RITE (stylized) | 73/601303 | 1421892 |
Xxxxxxxx Consumer Products LLC | United States | FOIL CHARACTER design (black and white) | 85/763474 | 4332082 |
Xxxxxxxx Consumer Products LLC | United States | FOIL CHARACTER design (color) | 85/763456 | 4332081 |
Xxxxxxxx Consumer Products LLC | United States | HEFTY | 77/981631 | 3963246 |
Xxxxxxxx Consumer Products LLC | United States | HEFTY | 85/523690 | 4339591 |
Xxxxxxxx Consumer Products LLC | United States | HEFTY | 85/595977 | 4214066 |
Xxxxxxxx Consumer Products LLC | United States | HEFTY EARTHCHOICE | 77/981284 | 3932642 |
Xxxxxxxx Consumer Products LLC | United States | HEFTY XXXXXXXX WRAP RACING stylized | 85/624241 | 4419397 |
Xxxxxxxx Consumer Products LLC | United States | HEFTY TRASH IT! | 85/449587 | 4329019 |
Xxxxxxxx Consumer Products LLC | United States | HEFTY TRASH IT! and design | 85/000000 | 0000000 |
Xxxxxxxx Consumer Products LLC | United States | MAXLOCK | 85/000000 | 0000000 |
Xxxxxxxx Consumer Products LLC | United States | PARTYWARE | 73/000000 | 0000000 |
Xxxxxxxx Consumer Products LLC | United States | XXXXXXXX | 85/371871 | 4131033 |
Xxxxxxxx Consumer Products LLC | United States | XXXXXXXX | 85/000000 | 0000000 |
Xxxxxxxx Consumer Products LLC | United States | XXXXXXXX | 86/862357 | 5035317 |
Xxxxxxxx Consumer Products LLC | United States | XXXXXXXX KITCHENS | 86/902519 | 5048677 |
Xxxxxxxx Consumer Products LLC | United States | XXXXXXXX KITCHENS | 86/918661 | |
Xxxxxxxx Consumer Products LLC | United States | XXXXXXXX REAL MOM | 85/791456 | 4383306 |
Xxxxxxxx Consumer Products LLC | United States | XXXXXXXX REAL MOMS | 85/970408 | 4477919 |
Xxxxxxxx Consumer Products LLC | United States | XXXXXXXX REAL MOMS (stylized) | 85/970641 | 4595415 |
Xxxxxxxx Consumer Products LLC | United States | XXXXXXXX WRAP | 85/387917 | 4240235 |
Xxxxxxxx Consumer Products LLC | United States | XXXXXXXX WRAP FOIL FOIL MADE IN U.S.A. FOR THE GRILL HEAVY DUTY NON-STICK ALUMINUM FOIL | 86/061997 | 5107318 |
Xxxxxxxx Consumer Products LLC | United States | SAY IT WITH CUPCAKES | 77/760515 | 4122160 |
Xxxxxxxx Consumer Products LLC | United States | SMARTGRID | 86/534740 | 4965812 |
Xxxxxxxx Presto Products Inc. | United States | SPOOL DESIGN | 77/552213 | 3732345 |
Xxxxxxxx Consumer Products LLC | United States | STAYBRITE | 77/722088 | 3829266 |
Xxxxxxxx Presto Products Inc. | United States | SUPERFLEX | 78/787758 | 3331879 |
Xxxxxxxx Consumer Products LLC | United States | SURE SEAL | 85/255335 | 4637452 |
Xxxxxxxx Consumer Products LLC | United States | THE FUN NEVER FADES | 85/618182 | 4498706 |
Xxxxxxxx Consumer Products LLC | United States | THE OFFICIAL CUP OF TAILGATING | 86/721659 | |
Xxxxxxxx Consumer Products LLC | United States | TUXEDO and design | 85/234648 | 4076301 |
Xxxxxxxx Consumer Products LLC | United States | VIBRANTS | 85/257222 | 4034988 |
Xxxxxxxx Consumer Products LLC | United States | VIBRANTS | 85/977666 | 4243724 |
Xxxxxxxx Consumer Products LLC | United States | WARM APPLE SPICE | 85/727047 | 4394145 |
Xxxxxxxx Consumer Products LLC | United States | ZOO PALS | 85/430588 | 4112005 |
Xxxxxxxx Presto Products Inc. | United States | CHILD-GUARD | 86/362601 | |
Xxxxxxxx Presto Products Inc. | United States | CHILD-GUARD design | 86/362628 | |
Xxxxxxxx Presto Products Inc. | United States | CLICK 'N LOCK | 86/012709 | 4661210 |
Xxxxxxxx Presto Products Inc. | United States | CLICK 'N LOCK | 86/072105 | 4753466 |
Xxxxxxxx Presto Products Inc. | United States | CLICK 'N LOCK design | 86/363640 | 4909574 |
Xxxxxxxx Presto Products Inc. | United States | COLOR REVEAL | 77/083635 | 3534635 |
Xxxxxxxx Presto Products Inc. | United States | CREATING SUSTAINABLE ENVIRONMENTS | 77/000000 | 0000000 |
Xxxxxxxx Presto Products Inc. | United States | GEOBIN | 77/000000 | 0000000 |
Xxxxxxxx Presto Products Inc. | United States | GEOPAVE | 77/369932 | 3722991 |
Xxxxxxxx Presto Products Inc. | United States | GEOTERRA | 77/447843 | 3628394 |
Xxxxxxxx Presto Products Inc. | United States | GIFT TOPS | 85/432818 | 4162626 |
Xxxxxxxx Presto Products Inc. | United States | GIVING YOU A LOCK ON GREEN | 77/552223 | 3732346 |
Xxxxxxxx Presto Products Inc. | United States | ISLAND ALOHA | 86/699743 | |
Xxxxxxxx Presto Products Inc. | United States | ODOR PROTECT | 85/729490 | 4434921 |
Xxxxxxxx Presto Products Inc. | United States | PRESTO | 73/769354 | 1574978 |
Xxxxxxxx Presto Products Inc. | United States | PRESTO | 86/660611 | 4904492 |
Xxxxxxxx Presto Products Inc. | United States | PRESTO AND STARBURST DESIGN | 86/660604 | 4889111 |
Xxxxxxxx Presto Products Inc. | United States | SLIDER GUARD | 87/059434 | |
Xxxxxxxx Presto Products Inc. | United States | SLIDER-GUARD | 87/059443 | |
Xxxxxxxx Presto Products Inc. | United States | SMART MATCH | 85/359704 | 4096298 |
Xxxxxxxx Presto Products Inc. | United States | SNAP 'N CLICK | 86/247291 | 4914359 |
Xxxxxxxx Presto Products Inc. | United States | TERRAMAX | 78/788215 | 3270158 |
Xxxxxxxx Presto Products Inc. | United States | TWIST and STORE | 77/203105 | 3513502 |
Xxxxxxxx Presto Products Inc. | United States | ZIPPER SPOOL REUSE PROGRAM | 77/552228 | 3671194 |
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