Contract
EXHIBIT 4.173
PATENT SECURITY AGREEMENT dated as of May 4, 2010 (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. (“RGHI”),
Xxxxxxxx Consumer Products Holdings Inc. (the “U.S. Term Borrower” and, together with RGHI,
the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the
U.S. Term Borrowers, the “Borrowers”), Xxxxxxxx Group Issuer LLC (the “U.S. Issuer”),
Xxxxxxxx Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the
“Issuers”), the Subsidiaries of Xxxxxxxx Group Holdings Limited (“Holdings”) from
time to time party thereto and the Collateral Agent, (b) the Credit Agreement dated as of November
5, 2009 as amended by Amendment No. 1 dated as of January 1, 2010 (as further 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 lenders from time to time party thereto (the “Lenders”) and
Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, and (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 “Senior Secured
Note Indenture”), among the Issuers, Xxxxxxxx Group Issuer (Luxembourg) S.A., the Note
Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying
agent, transfer agent and registrar. 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 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 Patents 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 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.
[Remainder of this page intentionally left blank]
2
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.
BRPP, LLC by Blue Ridge Paper Products Inc., its sole member and manager |
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/s/ Xxxxx Xxxxxxx Xxxxxxx | |||||
Name: | Xxxxx Xxxxxxx Xxxxxxx | ||||
Title: | Secretary of Blue Ridge Paper Products Inc. | ||||
EVERGREEN PACKAGING INC., |
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By | /s/ Xxxxx Xxxxxxx Xxxxxxx | ||||
Name: | Xxxxx Xxxxxxx Xxxxxxx | ||||
Title: | Secretary | ||||
[Signature Page to Patent Security Agreement]
THE BANK OF NEW YORK MELLON, as Collateral Agent, |
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By | /s/ Xxxxxxxxx X. Xxxxxxx | |||
Name: | Xxxxxxxxx X. Xxxxxxx | |||
Title: | Vice President | |||
[Signature Page to Patent Security Agreement]
Schedule I
U.S. Grantors
BRPP, LLC
Evergreen Packaging Inc.
Evergreen Packaging Inc.
Schedule II
Patents
BRPP, LLC
U.S. Patents
Patent No. | Issue Date | |
5,014,854 | 5/14/1991 | |
5,065,938 | 11/19/1991 | |
5,135,463 | 8/4/1992 | |
5,141,691 | 08/25/1992 | |
5,175,036 | 12/29/1992 | |
5,324,528 | 6/28/1994 | |
5,616,353 | 4/1/1997 | |
6,372,317 | 4/16/2002 | |
6,887,538 | 5/3/2005 | |
7,235,306 | 6/26/2007 | |
7,276,294 | 10/2/2007 | |
7,430,545 | 09/30/2008 | |
7,628,314 | 12/8/2009 |
U.S. Patent Applications
Patent Application No. | Filing Date | |
11/821,722 | 6/25/2007 | |
11/895,457 | 8/24/2007 |
EVERGREEN PACKAGING INC.
U.S. Patents
Title | Type | Serial No. | Patent No. | |||||
XXXXX 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 XXXX 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 | |||||
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 |
Title | Type | Serial No. | Patent No. | |||||
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 XXXXX 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 | |||||
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 |
Title | Type | Serial No. | Patent No. | |||||
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 |