Contract
EXHIBIT 4.435
TRADEMARK SECURITY AGREEMENT dated as of May 2, 2011 (this
“Agreement”), between Dopaco, Inc. (the “U.S Grantor”) 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”),
Pactiv Corporation (“Pactiv”), Xxxxxxxx Consumer Products Holdings Inc. (the “U.S. Term
Borrower” and, together with RGHI and Pactiv, 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 Amended and Restated Credit Agreement dated as of
February 9, 2011 (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, as administrative agent, (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 “2009 Senior Secured Note Indenture”), among Xxxxxxxx Group
Escrow LLC, Xxxxxxxx Group DL Escrow Inc. and The Bank of New York Mellon, as trustee (in such
capacity, the “2009 Indenture Trustee”), principal paying agent, transfer agent and
collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (d) the Indenture
dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated,
supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior
Secured Note Indenture”), among RGHL US Escrow I LLC, RGHL US Escrow I Inc., RGHL Escrow Issuer
(Luxembourg) I S.A., The Bank of New York Mellon, as trustee (in such capacity, the “2010
Indenture Trustee”), principal paying agent, registrar and transfer agent and The Bank of New
York Mellon, London Branch, as paying agent, (e) 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 “2011 Senior Secured Note Indenture”, and
together with the 2009 Senior Secured Note Indenture and the 2010 Senior Secured Note Indenture,
the “Senior Secured Note Indentures”) among Xxxxxxxx Group Issuer LLC, Xxxxxxxx Group
Issuer Inc., Xxxxxxxx Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as
defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “2011
Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent,
Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon,
London Branch, as paying 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 Senior Secured Note Indentures. 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. The 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 the U.S. Grantor’s
right, title or interest in, to and under all of the Trademarks of the U.S. Grantor (including
those listed on Schedule I hereto) now owned or at any time hereafter acquired by the U.S.
Grantor or in which the 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.
| DOPACO, INC. |
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| By | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| 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 | |||
Schedule I
Trademarks
DOPACO, INC.
U.S. Trademark Registrations
| Xxxx | Reg. Date | Reg. No. | ||
| DOPACO D | 9/4/1990 | 1,612,042 |
