EX-4.13.8 13 y93391a1exv4w13w8.htm EX-4.13.8 exv4w13w8
EXHIBIT 4.13.8
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. 8 (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.

A-2

 

     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 limited liability company duly formed under the law of North Carolina.

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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.
         
  BRPP, LLC,
 		  
  By   /s/ Helen Dorothy Golding    
    Name:   Helen Dorothy Golding   
    Title:   Secretary of Blue Ridge Paper Products, Inc.   
    Address: 41 Main Street, Canton,
North Carolina 28716
Legal Name: BRPP, LLC
Jurisdiction of Formation: North Carolina 		  
 
         
  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. 8 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
BRPP, LLC   None   None

 

 

Schedule I to
Supplement No. 8 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)
BRPP, LLC   North Carolina   Limited Liability
Company 		  0556771   41 Main Street, Canton,
North Carolina 28716
(Haywood County, North Carolina)

 

 

Schedule I to
Supplement No. 8 to the
Collateral Agreement
Schedule 2(b)
Location of Other Persons that Possess Collateral
     
    Names and Addresses of Other
    Persons that Possess any
Grantor   Collateral (including county)
None   None

 

 

Schedule I to
Supplement No. 8 to the
Collateral Agreement
Schedule 5
UCC Filings
     
Grantor   UCC Filing Office/County Recorder’s Office
BRPP, LLC   State of North Carolina
Department of the Secretary of State
Attention: UCC Division
PO Box 29626
Raleigh, NC 27626-0626

 

 

Schedule I to
Supplement No. 8 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. 8 to the
Collateral Agreement
Schedule 7
Debt Instruments
                 
Grantor   Creditor   Debtor   Type   Amount
None                

 

 

Schedule I to
Supplement No. 8 to the
Collateral Agreement
Schedule 8
Mortgaged Property and Mortgage Filings
                 
    Exact Name of   Exact Name of   Property    
Mortgaged Property   Owner   Record Owner   Address   Filing Office
None                

 

 

Schedule I to
Supplement No. 8 to the
Collateral Agreement
Schedule 9(a)
Intellectual Property
Copyrights and Copyright Applications
COPYRIGHTS OWNED BY BRPP, LLC
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. 8 to the
Collateral Agreement
Schedule 9(b)
Intellectual Property
Patents and Patent Applications
PATENTS OWNED BY 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
Non-U.S. Patents
         
Country   Issue Date   Patent No.
Canada   8/23/2005   2,390,366
Canada   1/17/2006   2,391,458
Germany   3/12/2004   600 08 805
United Kingdom   3/12/2004   EP 1268176
Non-U.S. Patent Applications
         
Country   Filing Date   Patent Application No.
Canada   11/24/2003   2,506,515
Canada   5/7/2004   2,525,036
Europe   5/7/2004   04 751 607.5
Europe   6/21/2005   03 787 125.8

 

 

Schedule I to
Supplement No. 8 to the
Collateral Agreement
         
Country   Filing Date   Patent Application No.
PCT   7/20/2007   PCT/US2007/016427

 

 

Schedule I to
Supplement No. 8 to the
Collateral Agreement
Schedule 9(c)
Intellectual Property
Trademarks and Trademark Applications
TRADEMARK/TRADE NAMES OWNED BY BRPP, LLC
U.S. Trademark Registrations
         
Mark   Reg. Date   Reg. No.
SUNTAN   10/6/1936   339,420
FOLDUR (Stylized)   7/15/1952   553,317
SKYLAND   12/8/1964   781,426
SUNBURST (Stylized)   2/18/1975   1,004,791
DAIRYPAK   10/29/1985   1,367,551
VITASAVER   4/21/1987   1,437,345
KEYSTONE   8/15/1989   1,551,856
BUFF NE’ER TEAR   7/9/1991   1,650,116
CRUSH-PAK   3/1/1994   1,824,392
RAPIER   11/13/2001   2,506,840
OUTLOOK   4/2/2002   2,556,385
VITALOK   4/9/2002   2,559,595
BLUE RIDGE Design   9/3/2002   2,614,864
DAZZLEPAK   6/24/2003   2,728,786
BLUE RIDGE SEASONS   7/29/2003   2,743,531
REFLEXION   6/29/2004   2,857,206
OVENCHAMP   6/28/2005   2,963,816
SLIMPAK   1/2/2007   3,191,793
THER MAX (Stylized)   5/1/2007   3,237,794
XTREME   1/8/2008   3,366,890
U.S. Trademark Applications
None
State Trademark Registrations
None
Non-U.S. Trademark Registrations
             
Country   Mark   Reg. Date   Reg. No.
Panama   DAIRYPAK   6/14/2005   143,036

 

 

Schedule I to
Supplement No. 8 to the
Collateral Agreement
Non-U.S. Trademark Applications
None
Trade Names
None

 

 

Schedule I to
Supplement No. 8 to the
Collateral Agreement
LICENSES
I. Licenses/Sublicenses of BRPP, LLC as Licensor/Sublicensor on Date Hereof
A. Copyrights
U.S. Copyrights
None
Non-U.S. Copyrights
None

 

 

Schedule I to
Supplement No. 8 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. 8 to the
Collateral Agreement
C. Trademarks
U.S. Trademarks
                     
    Licensee Name   Date of License/   U.S.        
Country   and Address   Sublicense   Mark   Reg. Date   Reg. No.
Panama   Envases Panama, S.A.
Calle Primera Llano
Bonito
Juan Diaz, Ciudad de
Panama
Republica de Panama 		  8/11/2005   DAIRYPAK   6/14/2005   1,367,551
U.S. Trademark Applications
None
Non-U.S. Trademarks
                     
    Licensee Name   Date of License/   Non-U.S.        
Country   and Address   Sublicense   Mark   Reg. Date   Reg. No.
Panama   Envases Panama, S.A.
Calle Primera Llano
Bonito
Juan Diaz, Ciudad de
Panama
Republica de Panama 		  8/11/2005   DAIRYPAK   6/14/2005   143,036
Non-U.S. Trademark Applications
None

 

 

Schedule I to
Supplement No. 8 to the
Collateral Agreement
D. Others
None

 

 

Schedule I to
Supplement No. 8 to the
Collateral Agreement
II. Licenses/Sublicenses of BRPP, LLC as Licensee/Sublicensee on Date Hereof
A. Copyrights
U.S. Copyrights
None
Non-U.S. Copyrights
None

 

 

Schedule I to
Supplement No. 8 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. 8 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. 8 to the
Collateral Agreement
D. Others
None

 

 

Schedule I to
Supplement No. 8 to the
Collateral Agreement
Schedule 10
Commercial Tort Claims
         
Grantor/Plaintiff   Defendant   Description
None        

 

 

Schedule I to
Supplement No. 8 to the
Collateral Agreement
Schedule 11
Deposit Accounts
             
    Depositary Institution        
Grantor   (including address)   Type of Account   Account Number
None            

 

 

Schedule I to
Supplement No. 8 to the
Collateral Agreement
Schedule 12
Securities Accounts
             
    Intermediary Institution        
Grantor   (including address)   Type of Account   Account Number
None