EX-2.7.10 80 a2710reynolds-trademarksec.htm EXHIBIT 2.7.10 Exhibit
EXECUTION VERSION

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 Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings LLC, Reynolds Group Issuer LLC (the “U.S. Co-Issuer”), Reynolds Group Issuer Inc. (together with the U.S. Co-Issuer, the “U.S. Issuers”), the Subsidiaries of Reynolds 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, Reynolds 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/ Tracy Reeves
 
Name: Tracy Reeves
 
Title: Secretary and Vice President

EVERGREEN PACKAGING INC.,
By
 
/s/ John C. Pekar
 
Name: John C. Pekar
 
Title: Secretary and Vice President

GRAHAM PACKAGING COMPANY, L.P.,
By
 
/s/ Helen Dorothy Golding
 
Name: Helen Dorothy Golding
 
Title: Assistant Secretary and Vice President

PACTIV LLC,
By
 
/s/ Helen Dorothy Golding
 
Name: Helen Dorothy Golding
 
Title: Vice President

REYNOLDS CONSUMER PRODUCTS LLC,
By
 
/s/ Helen Dorothy Golding
 
Name: Helen Dorothy Golding
 
Title: Assistant Secretary

REYNOLDS PRESTO PRODUCTS INC.,
By
 
/s/ Helen Dorothy Golding
 
Name: Helen Dorothy Golding
 
Title: Assistant Secretary

THE BANK OF NEW YORK MELLON, as Collateral Agent,
By
 
/s/ Lesley Daley
 
Name: Lesley Daley
 
Title: Vice President



Schedule I
U.S. Grantors
Closure Systems International Inc.
Evergreen Packaging Inc.
Graham Packaging Company, L.P.
Pactiv LLC
Reynolds Consumer Products LLC
Reynolds Presto Products Inc.
Schedule II
Trademarks and Trademark Applications
Current Owner

Country

Mark

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-CHUCK
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
85/446536
4243322
Evergreen Packaging Inc.
United States
SMART POUR
87/077722
 
Evergreen Packaging Inc.
United States
TWIST-IT
86/471933
 
Graham Packaging Company, L.P.
United States
AEROPET
86/199093
4752818
Graham 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
85/829028
4614463
Pactiv LLC
United States
THE GARDEN PARTY
85/579501
4214040
Pactiv LLC
United States
Tree with Chasing Arrows Logo
77/981425
3955843
Reynolds Consumer Products LLC
United States
PARTY ON!
87/276603
 
Reynolds Consumer Products LLC
United States
ALL YOU NEED IN ONE BAG
86/119754
4679806
Reynolds Consumer Products LLC
United States
BBQ BUDDY
75/168931
2182802
Reynolds Consumer Products LLC
United States
BE SURE IT'S SECURE
86/105581
4782642
Reynolds Consumer Products LLC
United States
BLACK TIE
85/384710
4231045
Reynolds Presto Products Inc.
United States
COLOR SEAL
77/083648
3413619
Reynolds Consumer Products LLC
United States
CREATE MEAL MAGIC EVERY DAY
85/754246
4328417
Reynolds Consumer Products LLC
United States
CRYSTAL COAT
85/527097
4213301
Reynolds Consumer Products LLC
United States
CUT-RITE (stylized)
73/601303
1421892
Reynolds Consumer Products LLC
United States
FOIL CHARACTER design (black and white)
85/763474
4332082
Reynolds Consumer Products LLC
United States
FOIL CHARACTER design (color)
85/763456
4332081
Reynolds Consumer Products LLC
United States
HEFTY
77/981631
3963246
Reynolds Consumer Products LLC
United States
HEFTY
85/523690
4339591
Reynolds Consumer Products LLC
United States
HEFTY
85/595977
4214066
Reynolds Consumer Products LLC
United States
HEFTY EARTHCHOICE
77/981284
3932642
Reynolds Consumer Products LLC
United States
HEFTY REYNOLDS WRAP RACING stylized
85/624241
4419397
Reynolds Consumer Products LLC
United States
HEFTY TRASH IT!
85/449587
4329019
Reynolds Consumer Products LLC
United States
HEFTY TRASH IT! and design
85/460007
4332578
Reynolds Consumer Products LLC
United States
MAXLOCK
85/553795
4213980
Reynolds Consumer Products LLC
United States
PARTYWARE
73/740187
1577805
Reynolds Consumer Products LLC
United States
REYNOLDS
85/371871
4131033
Reynolds Consumer Products LLC
United States
REYNOLDS
85/431600
4160470
Reynolds Consumer Products LLC
United States
REYNOLDS
86/862357
 5035317
Reynolds Consumer Products LLC
United States
REYNOLDS KITCHENS
86/902519
 5048677
Reynolds Consumer Products LLC
United States
REYNOLDS KITCHENS
86/918661
 
Reynolds Consumer Products LLC
United States
REYNOLDS REAL MOM
85/791456
4383306
Reynolds Consumer Products LLC
United States
REYNOLDS REAL MOMS
85/970408
4477919
Reynolds Consumer Products LLC
United States
REYNOLDS REAL MOMS (stylized)
85/970641
4595415
Reynolds Consumer Products LLC
United States
REYNOLDS WRAP
85/387917
4240235
Reynolds Consumer Products LLC
United States
REYNOLDS WRAP FOIL FOIL MADE IN U.S.A. FOR THE GRILL HEAVY DUTY NON-STICK ALUMINUM FOIL
86/061997
 5107318
Reynolds Consumer Products LLC

United States
SAY IT WITH CUPCAKES
77/760515
4122160
Reynolds Consumer Products LLC
United States
SMARTGRID
86/534740
 4965812
Reynolds Presto Products Inc.
United States
SPOOL DESIGN
77/552213
3732345
Reynolds Consumer Products LLC
United States
STAYBRITE
77/722088
3829266
Reynolds Presto Products Inc.
United States
SUPERFLEX
78/787758
3331879
Reynolds Consumer Products LLC
United States
SURE SEAL
85/255335
4637452
Reynolds Consumer Products LLC
United States
THE FUN NEVER FADES
85/618182
4498706
Reynolds Consumer Products LLC
United States
THE OFFICIAL CUP OF TAILGATING
86/721659
 
Reynolds Consumer Products LLC
United States
TUXEDO and design
85/234648
4076301
Reynolds Consumer Products LLC
United States
VIBRANTS
85/257222
4034988
Reynolds Consumer Products LLC
United States
VIBRANTS
85/977666
4243724
Reynolds Consumer Products LLC
United States
WARM APPLE SPICE
85/727047
4394145
Reynolds Consumer Products LLC
United States
ZOO PALS
85/430588
4112005
Reynolds Presto Products Inc.
United States
CHILD-GUARD
86/362601
 
Reynolds Presto Products Inc.
United States
CHILD-GUARD design
86/362628
 
Reynolds Presto Products Inc.
United States
CLICK 'N LOCK
86/012709
4661210
Reynolds Presto Products Inc.
United States
CLICK 'N LOCK
86/072105
4753466
Reynolds Presto Products Inc.
United States
CLICK 'N LOCK design
86/363640
4909574
Reynolds Presto Products Inc.
United States
COLOR REVEAL
77/083635
3534635
Reynolds Presto Products Inc.
United States
CREATING SUSTAINABLE ENVIRONMENTS
77/142779
3554731
Reynolds Presto Products Inc.
United States
GEOBIN
77/274420
3513774
Reynolds Presto Products Inc.
United States
GEOPAVE
77/369932
3722991
Reynolds Presto Products Inc.
United States
GEOTERRA
77/447843
3628394
Reynolds Presto Products Inc.
United States
GIFT TOPS
85/432818
4162626
Reynolds Presto Products Inc.
United States
GIVING YOU A LOCK ON GREEN
77/552223
3732346
Reynolds Presto Products Inc.
United States
ISLAND ALOHA
86/699743
 
Reynolds Presto Products Inc.
United States
ODOR PROTECT
85/729490
4434921
Reynolds Presto Products Inc.
United States
PRESTO
73/769354
1574978
Reynolds Presto Products Inc.
United States
PRESTO
86/660611
4904492
Reynolds Presto Products Inc.
United States
PRESTO AND STARBURST DESIGN
86/660604
4889111
Reynolds Presto Products Inc.
United States
SLIDER GUARD
87/059434
 
Reynolds Presto Products Inc.
United States
SLIDER-GUARD
87/059443
 
Reynolds Presto Products Inc.
United States
SMART MATCH
85/359704
4096298
Reynolds Presto Products Inc.
United States
SNAP 'N CLICK
86/247291
4914359
Reynolds Presto Products Inc.
United States
TERRAMAX
78/788215
3270158
Reynolds Presto Products Inc.
United States
TWIST and STORE
77/203105
3513502
Reynolds Presto Products Inc.
United States
ZIPPER SPOOL REUSE PROGRAM
77/552228
3671194





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