EX-4.13.7 12 y93391a1exv4w13w7.htm EX-4.13.7 exv4w13w7
EXHIBIT 4.13.7
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. 7 (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

 

 

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.

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     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, mutatis mutandis.
     SECTION 10. The New U.S. Subsidiary is a corporation duly incorporated under the law of Delaware.

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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.
         
  BLUE RIDGE PAPER PRODUCTS INC.,
 		  
  By   /s/ Helen Dorothy Golding    
    Name:   Helen Dorothy Golding   
    Title:   Secretary   
    Address:   41 Main Street, Canton, North Carolina 28716  
    Legal Name:  Blue Ridge Paper Products 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   

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Schedule I to
Supplement No. 7 to the
Collateral Agreement
Schedule 1
Names
         
        Change in Identity
        or Corporate
    Other Legal Names   Structure Within
Grantor’s Exact Legal Name   (including date of change)   the Past 5 years
Blue Ridge Paper Products Inc.
  Carolina Paper Company
(May 4, 1999) 		  None

 

 

Schedule I to
Supplement No. 7 to the
Collateral Agreement
Schedule 2(a)
Jurisdictions and Locations
                 
                Chief Executive
                Office or
            Organizational   Registered Office
    Jurisdiction of       Identification Number   Address
Grantor   Organization   Form of Organization   (if any)   (including county)
Blue Ridge Paper
   Delaware   Corporation   3013589   41 Main Street,
Products Inc.
               Canton, North
 
               Carolina 28716
 
               (Haywood County,
 
               North Carolina)

 

 

Schedule I to
Supplement No. 7 to the
Collateral Agreement
Schedule 2(b)
Location of Other Persons that Possess Collateral
     
    Names and Addresses of Other Persons that
Grantor   Possess any Collateral (including county)
Blue Ridge Paper Products Inc.
  Rooker Warehouse
140 Voyles Road
Athens, GA 30607
(Clarke County)
 
    
Blue Ridge Paper Products Inc.
  Seapac Inc.
4601 Welcome All Road, Building 6
Atlanta, GA 30349
(Fulton County)
 
    
Blue Ridge Paper Products Inc.
  Trans Novem Inc.
Les Enterprises Real Caron
10001 Ray Lawson
Ajou, Quebec H1J 1N9
 
    
Blue Ridge Paper Products Inc.
  Southeastern Paperboard
100 South Harris Road
Greenville, SC 29607
(Greenville County)
 
    
Blue Ridge Paper Products Inc.
  Robinson Terminal Warehouse Corp.
#2 Duke Street
Alexandria, VA 22312
(City of Alexandria)
 
    
Blue Ridge Paper Products Inc.
  Grand Warehouse and Distribution Corp.
9820 Dorchester
Chicago, IL 60624
(Cook County)
 
    
Blue Ridge Paper Products Inc.
  Sunland Distribution
1075 Victor Hill Road
Greer, SC 29651
(Greenville County)
 
    
Blue Ridge Paper Products Inc.
  Midwest Transportation
400 Davidson Street
Nashville, TN 37213
(Davidson County)
 
    
Blue Ridge Paper Products Inc.
  SSA Cooper, LLC
1000 Remount Road
N. Charleston, SC 29406
(Charleston County)
 
    
Blue Ridge Paper Products Inc.
  Sunland Distribution
220 Commerce Drive
Greenville, SC 29607
(Greenville County)
 
    
Blue Ridge Paper Products Inc.
  Steveco Oy
Kotkan Konttiterminaali
Kotka, Finland 483100

 

 

Schedule I to
Supplement No. 7 to the
Collateral Agreement
Schedule 5
UCC Filings
     
Grantor   UCC Filing Office/County Recorder’s Office
Blue Ridge Paper Products Inc.
  Delaware Secretary of State
Department of Corporations
Uniform Commercial Code Division
401 Federal Street
Dover, DE 19901

 

 

Schedule I to
Supplement No. 7 to the
Collateral Agreement
Schedule 6
Stock Ownership and Other Equity Interests
                         
                Number of Equity   Percentage of
Grantor   Issuer   Certificate Number   Interests   Ownership
Blue Ridge Paper Products, Inc.
  BRPP, LLC     002     100 units     100 %

 

 

Schedule I to
Supplement No. 7 to the
Collateral Agreement
Schedule 7
Debt Instruments
                 
Grantor   Creditor   Debtor   Type   Amount
None
                

 

 

Schedule I to
Supplement No. 7 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
175 Main Street
Canton, NC
  Blue Ridge Paper Products Inc.   Blue Ridge Paper Products Inc.   175 Main Street
Canton, NC 		  Register of Deeds of Haywood County, NC
 
                
Waynesville Facility
Waynesville, NC
  Blue Ridge Paper Products Inc.   Blue Ridge Paper Products Inc.   1329 Howell Mill
Road
Waynesville, NC 		  Register of Deeds of Haywood County, NC
 
                
DairyPak Facility
Athens, GA
  Blue Ridge Paper Products Inc.   Blue Ridge Paper Products Inc.   600 DairyPak Road
Athens, GA 		  Clerk of the Superior Court of Athens-Clarke County, GA
 
                
DairyPak Facility
Clinton, IA
  Blue Ridge Paper Products Inc.   Blue Ridge Paper Products Inc.   1500 South
14th Street
Clinton, IA 		  Clinton County, IA Recorder’s Office
 
                
DairyPak Facility
Olmsted Falls, OH
  Blue Ridge Paper Products Inc.   Blue Ridge Paper Products Inc.   7920 Mapleway Drive
Olmsted Falls, OH 		  Cuyahoga County, OH Recorder’s Office

 

 

Schedule I to
Supplement No. 7 to the
Collateral Agreement
Schedule 9(a)
Intellectual Property
Copyrights and Copyright Applications
COPYRIGHTS OWNED BY BLUE RIDGE PAPER PRODUCTS 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. 7 to the
Collateral Agreement
Schedule 9(b)
Intellectual Property
Patents and Patent Applications
PATENTS OWNED BY BLUE RIDGE PAPER PRODUCTS INC.
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. 7 to the
Collateral Agreement
Schedule 9(c)
Intellectual Property
Trademarks and Trademark Applications
TRADEMARK/TRADE NAMES OWNED BY BLUE RIDGE PAPER PRODUCTS INC.
U.S. Trademark Registrations
None
U.S. Trademark Applications
None
State Trademark Registrations
None
Non-U.S. Trademark Registrations
None
Non-U.S. Trademark Applications
None
Trade Names
None

 

 

Schedule I to
Supplement No. 7 to the
Collateral Agreement
LICENSES
I. Licenses/Sublicenses of Blue Ridge Paper Products Inc. as Licensor/Sublicensor on Date Hereof
A. Copyrights
U.S. Copyrights
None
Non-U.S. Copyrights
None

 

 

Schedule I to
Supplement No. 7 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. 7 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. 7 to the
Collateral Agreement
D. Others
None

 

 

Schedule I to
Supplement No. 7 to the
Collateral Agreement
II.   Licenses/Sublicenses of Blue Ridge Paper Products Inc. as Licensee/Sublicensee on Date Hereof
A. Copyrights
U.S. Copyrights
None
Non-U.S. Copyrights
None

 

 

Schedule I to
Supplement No. 7 to the
Collateral Agreement
B. Patents
U.S. Patents
                 
    Date of        
Licensor Name   License/        
and Address   Sublicense   Issue Date   Patent No.
Strawpak Technologies Inc.
125 Mary Street
Aurora, Ontario L4G 1G3
Canada
  12/15/2005   5/18/1998     6,116,446  
 
Strawpak Technologies Inc.
125 Mary Street
Aurora, Ontario L4G 1G3
Canada
  12/15/2005   11/16/2000     6,354,062  
 
Strawpak Technologies Inc.
125 Mary Street
Aurora, Ontario L4G 1G3
Canada
  12/15/2005   9/23/1999     6,431,434  
 
Strawpak Technologies Inc.
125 Mary Street
Aurora, Ontario L4G 1G3
Canada
  12/15/2005   11/25/1999     6,494,332  
U.S. Patent Applications
None
Non-U.S. Patents
                 
    Licensor Name   Date of License/   Issue   Non-U.S.
Country   and Address   Sublicense   Date   Patent No.
United Kingdom
  Strawpak Technologies Inc.
125 Mary Street
Aurora, Ontario L4G 1G3
Canada 		  12/15/2005   12/15/2004   1265788A2
Non-U.S. Patent Applications
                 
    Licensor Name   Date of License/   Date    
Country   and Address   Sublicense   Filed   Application No.
Mexico
  Strawpak Technologies Inc.
125 Mary Street
Aurora, Ontario L4G 1G3
Canada 		  12/15/2005   11/13/2001   PA/a/2001/011572
 
Japan
  Strawpak Technologies Inc.
125 Mary Street
Aurora, Ontario L4G 1G3
Canada 		  12/15/2005   5/13/1999   2000-549519

 

 

Schedule I to
Supplement No. 7 to the
Collateral Agreement
C. Trademarks
U.S. Trademarks
None
U.S. Trademark Applications
                 
Licensor Name   Date of License/       Date    
and Address   Sublicense   U.S. Mark   Filed   Application No.
MilkMedia, Inc.
9 Desbrosses Street,
#512 New York, NY 10013
  1/24/2007   Milk Rocks!   6/13/2006   78/906,846
 
                
MilkMedia, Inc.
9 Desbrosses Street,
#512 New York, NY 10013
  1/24/2007   Juice Rocks!   9/22/2006   77/005,008
Non-U.S. Trademarks
None
Non-U.S. Trademark Applications
None

 

 

Schedule I to
Supplement No. 7 to the
Collateral Agreement
D. Others
None

 

 

Schedule I to
Supplement No. 7 to the
Collateral Agreement
Schedule 10
Commercial Tort Claims
         
Grantor/Plaintiff   Defendant   Description
None
        

 

 

Schedule I to
Supplement No. 7 to the
Collateral Agreement
Schedule 11
Deposit Accounts
             
    Depositary        
    Institution        
Grantor   (including address)   Type of Account   Account Number
Blue Ridge Paper Products Inc.
  First Citizens Bank
PO Box 2220
Asheville, NC 28802 		  Blocked Bank Account   [____________]
 
            
Blue Ridge Paper Products Inc.
  First Citizens Bank
PO Box 2220
Asheville, NC 28802 		  Master Bank Account   [____________]
 
            
Blue Ridge Paper Products Inc.
  First Citizens Bank
PO Box 2220
Asheville, NC 28802 		  Accounts Payable   [____________]
 
            
Blue Ridge Paper Products Inc.
  First Citizens Bank
PO Box 2220
Asheville, NC 28802 		  Payroll Account   [____________]
 
            
Blue Ridge Paper Products Inc.
  Bank of America 901 Account Main Street, 10th Flr Dallas, TX 75202   Bank of America   [____________]

 

 

Schedule I to
Supplement No. 7 to the
Collateral Agreement
Schedule 12
Securities Accounts
             
    Intermediary Institution        
Grantor   (including address)   Type of Account   Account Number
None