Contract

EXECUTION COPY

PATENT SECURITY AGREEMENT dated as of September 1, 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, and as amended by Amendment No. 2 and Incremental Term Loan Assumption Agreement dated as of May 4, 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 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.

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(a)

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

XXXXXXXX PACKAGING LLC

By

Name: Xxxxx Xxxxxxx

Title: Assistant Secretary

XXXXXXXX FOOD PACKAGING LLC

By

Name: Xxxxx Xxxxxxx

Title: Assistant Secretary

ULTRA PAC, INC.

By

Name: Xxxxx Xxxxxxx

Title: Assistant Secretary

THE BANK OF NEW YORK MELLON, as Collateral Agent

By

Name: Xxxxxxxxx X. Xxxxxxx

Title: Vice President

Schedule I

U.S. Grantors

Xxxxxxxx Packaging LLC
Xxxxxxxx Food Packaging LLC
Ultra Pac, Inc.

SECTION 1.02.

Schedule II

Patents

XXXXXXXX PACKAGING LLC

U.S. Patents

Title	Type	Serial No.	Patent No.
Multi-layer Water Blocking Cable Armor Laminate Containing Water Swelling Fabrics and Method of Making Such	U	11/092,260	7,522,794
Multi-layer Water Blocking Cable Armor Laminate Containing Water Swelling Fabrics and Associated Methods of Manufacture	U	11/491,045	7,555,182
**Lidstock Material Having Improved Burst Strength	U	10/388,001	7,404,994
Aluminum Alloys for Armored Cables	U	11/411,242	7,536,072
NO TEAR PHARMACEUTICAL POUCH	U	10/666,190	6,936,318
SEAMING PLASTIC FILM USING SOLVENT-BASED ADHESIVE BEAD	U	10/349,649	6,902,639
Peelable and Heat Sealable Lidstock Material for Plastic Containers	U	08/476,524	5,626,929

XXXXXXXX FOOD PACKAGING LLC

U.S. Patents

Title	Type	Serial No.	Patent No.
Locking Structure for Hinged Container	U	10/966,726	7,284,673

ULTRA PAC, INC.

U.S. Patents

Title	Type	Serial No.	Patent No.
EASY OPEN PACKAGE	U	08/341,768	5,704,481
Egg Container	D	29/038,527	D-371,961
Egg Carton	D	29/040,185	D385,780
Base For Angel Food Cakes	D	29/042,365	D371,964
Clamshell Package For Cored Pineapple Fruit	D	29/021,944	D361,714
Shrimp Package With Hinged Lid	D	29/029,304	D364,090
Fruit Container	D	29/025,761	D-360,825
Fruit Container	D	29/040,985	D-379,300
Fruit Container	D	29/050,266	D-380,381
Fruit Container	D	29/052,442	D-385,784
Clamshell Container For Food Items	U	08/382,977	5,497,894
Clamshell Container For Food Items	D	29/034,458	D-365,272
Container for Herbs	D	29/030,361	D-363,022
Bread Tray	D	29/028,296	D-361,514
Blueberry Container	D	29/029,338	D-363,879
XXXXX BOX	D	29/024,458	D-361,035
XXXXX BOX	D	29/014,482	D-361,036
Stackable Xxxxx Container with Hinged Lid	D	29/045,260	D-377,450
Stackable Xxxxx Container with Hinged Lid	D	29/045,297	D-378,192
Cake Container	D	29/048,590	D-374,820
Food Container (2 Serving)	D	29/070,002	D-395,985
Food Container (4 Serving)	D	29/069,948	D-395,796
Food Container	D	29/041,784	D-371,940
Food Container	D	29/044,128	D-376,314
Fruit Box	U	08/193,433	5,590,805
Food Package With Hinged Lid	D	29/014,051	D-351,999
Food Package With Hinged Lid	D	29/014,058	D-354,436
Food Package With Hinged Lid	D	29/014,055	D-354,435
SANDWICH CONTAINER	D	29/009,434	D-349,050
LUNCH BOX	D	29/009,749	D-349,633
PASTRY PACKAGE	D	29/012,160	D-352,454
FRUIT CLAMSHELL CONTAINER	D	29/005,991	D-346,552
STORAGE AND DISPLAY CONTAINER FOR FOOD	D	29/005,651	D-346,554
TRAY FOR BAKED GOODS	D	29/004,349	D-345,894
CONTAINER FOR BAKED FOOD PRODUCTS	D	29/004,352	D-345,912
SNACK FOOD CONTAINER WITH LID	D	07/919,122	D-344,660
XXXXX BOX	D	29/024,458	D-361,035
XXXXX BOX	D	29/014,482	D-361,036
Chicken Container	D	29/073,173	D-394,807
Pie Container	D	29/073,780	D-391,850
Vegetable Container	D	29/084,690	D-421,695

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