exv4w13w3






EXHIBIT 4.13.3



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. 3 (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



 









 





A-2





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-3





     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.



 









 





A-4





     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.



	 	 	 	 	 	 	 

	 	EVERGREEN PACKAGING INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Secretary	 	 
	 

	 	 	 	Address: 5350 Poplar Avenue, Suite 600, Memphis, Tennessee
38119	 	 
	 

	 	 	 	Legal Name: Evergreen Packaging 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	 	 






 









 





Schedule I to

Supplement No. 3 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
	Evergreen Packaging Inc.

	 	None
	 	None






 









 





Schedule I to

Supplement No. 3 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)
	Evergreen Packaging
Inc.

	 	Delaware
	 	Corporation
	 	 	4257777	 	 	5350 Poplar Avenue,
Suite 600, Memphis,
Tennessee 38119 (Shelby
County, Tennessee)






 









 





Schedule I to

Supplement No. 3 to the

Collateral Agreement




Schedule 2(b)




Location of Other Persons that Possess Collateral



	 	 	 
	 	 	Names and Addresses of Other Persons
	 	 	that Possess any Collateral (including
	Grantor	 	county)
	Evergreen Packaging Inc.
	 	West Logistics Inc.

	 
	 	220 North Hoover Road

	 
	 	Durham, NC 27703

	 
	 	(Durham County)
	 
	 	 
	Evergreen Packaging Inc.
	 	Wagner Industries, Inc.

	 
	 	4104 Emmett Sanders Road

	 
	 	Pine Bluff, AR 71601

	 
	 	(Jefferson County)
	 
	 	 
	Evergreen Packaging Inc.
	 	Wagner Industries, Inc.

	 
	 	1600 East Gregory

	 
	 	North Little Rock, AR 72114

	 
	 	(Pulaski County)
	 
	 	 
	Evergreen Packaging Inc.
	 	Little Rock Distribution, LLC

	 
	 	Hotfoot Group

	 
	 	4300 West 65th Street

	 
	 	Little Rock, AR 72209

	 
	 	(Pulaski County)
	 
	 	 
	Evergreen Packaging Inc.
	 	Mallory Alexander International Logistics

	 
	 	Mendenhall Distribution Center

	 
	 	3834 S. Mendenhall Road

	 
	 	Memphis, TN 38141

	 
	 	(Shelby County)
	 
	 	 
	Evergreen Packaging Inc.
	 	Paper Tigers in Camden

	 
	 	2105 Adams Avenue

	 
	 	Camden, AR 71701
	 
	 	(Ouachita County)
	 
	 	 
	Evergreen Packaging Inc.
	 	APG

	 
	 	1898 East Grand Avenue

	 
	 	Hot Springs, AR 71901

	 
	 	(Garland County)
	 
	 	 
	Evergreen Packaging Inc.
	 	Bayshore

	 
	 	1300 McCabe Road

	 
	 	La Porte, TX 77571

	 
	 	(Harris County)
	 
	 	 
	Evergreen Packaging Inc.
	 	Knox Nelson

	 
	 	1801 West 5th Street

	 
	 	Pine Bluff, AR 71601

	 
	 	(Jefferson County)






 









 





Schedule I to

Supplement No. 3 to the

Collateral Agreement




Schedule 5




UCC Filings



	 	 	 
	Grantor	 	UCC Filing Office/County Recorder’s Office
	Evergreen Packaging Inc.

	 	Delaware Secretary of State

Department of Corporations

Uniform Commercial Code Division

401 Federal Street

Dover, DE 19901






 









 





Schedule I to

Supplement No. 3 to the

Collateral Agreement




Schedule 6




Stock Ownership and Other Equity Interests



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate	 	Number of	 	Percentage of
	Grantor	 	Issuer	 	Number	 	Equity Interests	 	Ownership
	Evergreen Packaging
Inc.

	 	Evergreen Packaging
USA Inc.
	 	 	C-13	 	 	1,642 (Common Stock)
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Evergreen Packaging
Inc.

	 	Blue Ridge Holding
Corp.
	 	 	247	 	 	100 (Common Stock)
	 	 	100	%






 









 





Schedule I to

Supplement No. 3 to the

Collateral Agreement




Schedule 7




Debt Instruments



	 	 	 	 	 	 	 	 	 
	Grantor	 	Creditor	 	Debtor	 	Type	 	Amount
	None

	 	 	 	 	 	 	 	 






 









 





Schedule I to

Supplement No. 3 to the

Collateral Agreement




Schedule 8




Mortgaged Property and Mortgage Filings



	 	 	 	 	 	 	 	 	 
	 	 	Exact Name of	 	Exact Name of	 	 	 	 
	Mortgaged Property	 	Owner	 	Record Owner	 	Property Address	 	Filing Office
	Pine Bluff, AR

	 	Evergreen Packaging
Inc.
	 	Evergreen Packaging
Inc.
	 	5201 Fairfield Road

Pine Bluff, AR
	 	Circuit Clerk of
Jefferson County,
Arkansas
	 
	 	 	 	 	 	 	 	 
	Plant City, FL

	 	Evergreen Packaging
Inc.
	 	Evergreen Packaging
Inc.
	 	2104 Henderson Way

Plant City, FL
	 	Clerk of the
Circuit Court of
Hillsborough
County, Florida
	 
	 	 	 	 	 	 	 	 
	Turlock, CA

	 	Evergreen Packaging
Inc.
	 	Evergreen Packaging
Inc.
	 	1500 West Main Street

Turlock, CA
	 	Stanislaus County

Recorder’s Office






 









 





Schedule I to

Supplement No. 3 to the

Collateral Agreement




Schedule 9(a)




Intellectual Property



Copyrights and Copyright Applications

COPYRIGHTS OWNED BY EVERGREEN PACKAGING 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. 3 to the

Collateral Agreement




Schedule 9(b)




Intellectual Property



Patents and Patent Applications



PATENTS OWNED BY EVERGREEN PACKAGING INC.



U.S. Patents



	 	 	 	 	 	 	 	 	 	 	 
	Title	 	Type	 	Serial No.	 	Patent No.
	GABLE TOP CARTON WRAPPER
	 	UTL	 	 	07/691,249	 	 	 	5,060,804	 
	POUR SPOUT CONSTRUCTION AND METHOD
	 	UTL	 	 	07/693,197	 	 	 	5,110,040	 
	POUR SPOUT CONSTRUCTION
	 	UTL	 	 	07/551,818	 	 	 	5,152,438	 
	BAG LINED CARTON WITH POUR SPOUT
	 	UTL	 	 	07/646,897	 	 	 	5,156,295	 
	MODULAR TRACK SECTION FOR AN ENDLESS CONVEYOR
	 	UTL	 	 	07/799,256	 	 	 	5,178,263	 
	MULTIPLE BARB PICK
	 	UTL	 	 	07/763,721	 	 	 	5,181,444	 
	CARTON BOTTOM SEALER
	 	UTL	 	 	08/215,173	 	 	 	5,482,204	 
	CARTON BOTTOM SEALING DIES
	 	UTL	 	 	08/541,943	 	 	 	5,588,943	 
	CONTAINER FABRICATION METHOD
	 	UTL	 	 	08/747,774	 	 	 	5,683,339	 
	HEAT-SEALS ABILITY OF POLYOLEFINS
	 	UTL	 	 	08/686,892	 	 	 	5,693,373	 
	CONTAINER FIXANT APPLICATOR AND METHOD FOR PRODUCTION AND APPLICATION THEREFOR
	 	UTL	 	 	08/591,815	 	 	 	5,711,475	 
	NON-FOIL POLYMER COATED CARTONS FOR PACKAGING FOOD AND NON-FOOD PRODUCTS
	 	UTL	 	 	08/527,620	 	 	 	5,712,006	 
	METHOD FOR FITTING A DEVICE FOR THE OPENING AND CLOSING OF A PACK
	 	UTL	 	 	08/816,031	 	 	 	5,778,637	 
	PAPERBOARD CARTONS HAVING PROTECTED BOARD RAW EDGES SURFACES AND METHOD OF MANUFACTURE
	 	UTL	 	 	08/842,539	 	 	 	5,810,243	 
	METHOD FOR PRODUCTION AND APPLICATION OF A CONTAINER FIXANT APPLICATOR THEREFOR
	 	UTL	 	 	09/007,358	 	 	 	5,916,080	 
	ASEPTIC BRICK PACKAGE SPOUT
	 	UTL	 	 	08/868,818	 	 	 	5,960,992	 
	METHOD FOR PREVENTING BULGE OF LIQUID PACKAGING
	 	UTL	 	 	09/131,749	 	 	 	5,975,158	 
	EXTENDED LONG LIFE JUICE CARTON STRUCTURE AND METHOD OF CONSTRUCTION
	 	UTL	 	 	09/010,832	 	 	 	6,110,548	 






 









 




Schedule I to

Supplement No. 3 to the

Collateral Agreement



	 	 	 	 	 	 	 	 	 	 	 
	Title	 	Type	 	Serial No.	 	Patent No.
	CONTAINER FOR THE SELECTIVE SCAVENGING OF CITRUS JUICE COMPONENTS
	 	UTL	 	 	09/301,013	 	 	 	6,169,044	 
	PRESSURE PAD HAVING SCULPTED QUADRANTAL REGIONS
	 	UTL	 	 	09/421,809	 	 	 	6,315,705	 
	DEVICE FOR OPENING AND CLOSING A PACKAGE
	 	UTL	 	 	09/781,781	 	 	 	6,354,467	 
	CLAY-FILLED POLYMER BARRIER MATERIALS FOR FOOD PACKAGING APPLICATIONS
	 	UTL	 	 	09/022,825	 	 	 	6,358,576	 
	EASY OPENING POUR SPOUT
	 	UTL	 	 	09/353,256	 	 	 	6,390,342	 
	POLYOLEFIN TIE MATERIAL FREE BARRIER CARTON WITH POLYETHYLENE TEREPHTHALATE PRODUCT CONTACT LAYER
	 	UTL	 	 	09/321,880	 	 	 	6,534,139	 
	CONTAINER PATCH AND METHOD OF FORMATION
	 	UTL	 	 	09/851,253	 	 	 	6,579,390	 
	MULTILAYER PAPERBOARD PACKAGING STRUCTURE INCLUDING POLYOLEFIN POLYAMIDE BLEND LAYER
	 	UTL	 	 	09/918,521	 	 	 	6,582,808	 
	METHOD OF CLOSING THE BOTTOM OF A CONTAINER
	 	UTL	 	 	09/798,597	 	 	 	6,599,225	 
	ADJUSTABLE CARTON STOP
	 	UTL	 	 	09/977,614	 	 	 	6,609,355	 
	CARTON BOTTOM FORMING METHOD AND APPARATUS
	 	UTL	 	 	09/689,193	 	 	 	6,626,810	 
	SEAL FOR CLEAN-IN-PLACE ENCLOSURE FOR A PACKAGING MACHINE
	 	UTL	 	 	09/977,412	 	 	 	6,637,749	 
	METHOD AND APPARATUS FOR CLOSING OPEN END OF CARTON BLANK
	 	UTL	 	 	09/977,436	 	 	 	6,669,614	 
	PROCESS FOR ACTIVATING OXYGEN SCAVENGER COMPONENTS DURING GABLE TOP CARTON FILLING PROCESS
	 	UTL	 	 	09/919,952	 	 	 	6,689,314	 
	METHOD AND APPARATUS FOR CLOSING OPEN END OF CARTON BLANK
	 	UTL	 	 	10/686,761	 	 	 	6,837,029	 
	APPARATUS FOR FORMING A BOTTOM CLOSURE FOR A CONTAINER
	 	UTL	 	 	10/444,170	 	 	 	6,881,180	 






 









 




Schedule I to

Supplement No. 3 to the

Collateral Agreement



	 	 	 	 	 	 	 	 	 	 	 
	Title	 	Type	 	Serial No.	 	Patent No.
	CARTON BOTTOM FORMING METHOD AND APPARATUS
	 	UTL	 	 	10/657,662	 	 	 	6,887,191	 
	HANDLED CONTAINER
	 	UTL	 	 	10/608,165	 	 	 	6,918,533	 
	BARRIER LAMINATE STRUCTURE FOR PACKAGING BEVERAGES
	 	UTL	 	 	10/428,147	 	 	 	7,229,678	 
	CONTAINER GUIDE FOR A CONTAINER FILLING APPARATUS
	 	UTL	 	 	11/059,233	 	 	 	7,237,580	 
	PRESSURE PAD FOR CLOSING BOTTOM OF CARTON
	 	UTL	 	 	11/363,879	 	 	 	7,326,163	 
	CARTON BOTTOM SEALER APPARATUS AND METHOD
	 	UTL	 	 	11/302,760	 	 	 	7,377,891	 
	CARTON TOP SEALER APPARATUS AND METHOD
	 	UTL	 	 	11/302,841	 	 	 	7,392,639	 
	RUPTURABLE OPENING FOR SEALED CONTAINER
	 	UTL	 	 	10/892,961	 	 	 	7,556,191	 
	FLUID DISCHARGE NOZZLE
	 	UTL	 	 	11/109,520	 	 	 	7,594,616	 
	LIFTING DEVICE FOR A VACUUM TRANSFER SYSTEM
	 	UTL	 	 	11/831,266	 	 	 	7,631,912	 
	ENCLOSED CARTON MAGAZINE ASSEMBLY
	 	UTL	 	 	11/304,832	 	 	 	7,665,727	 
	PAPERBOARD BOTTLE
	 	DES	 	 	29/164,474	 	 	 	D475,630	 
	PAPERBOARD BOTTLE WITH ARCED HANDLE
	 	DES	 	 	29/175,656	 	 	 	D483,272	 
	PAPERBOARD BOTTLE
	 	DES	 	 	29/175,655	 	 	 	D503,343	 
	HANDLED CONTAINER
	 	DES	 	 	29/185,430	 	 	 	D513,991	 
	CARTON
	 	DES	 	 	29/302,670	 	 	 	D578,389	 
	CARTON
	 	DES	 	 	29/324,065	 	 	 	D589,791	 
	CARTON
	 	DES	 	 	29/334,041	 	 	 	D596,027	 
	CARTON
	 	DES	 	 	29/306,589	 	 	 	D601,016	 
	NON-FOIL COMPOSITE STRUCTURES FOR PACKAGING JUICE
	 	UTL	 	 	07/434,636	 	 	RE33,376






U.S. Patent Applications




	 	 	 	 	 	 	 
	Title	 	Type	 	Serial No.
	CONTAINER FITMENT HAVING ELLIPSOIDAL OPENING
	 	UTL	 	 	10/804,933	 
	CONTAINER FILLING APPARATUS INCLUDING CLEANING SYSTEM
	 	UTL	 	 	11/302,828	 
	NON-FOIL BARRIER LAMINATES
	 	UTL	 	 	10/288,841	 






Non-U.S. Patents




None.



 









 




Schedule I to

Supplement No. 3 to the

Collateral Agreement


Non-U.S. Patent Applications




None.



 









 




 Schedule I to

Supplement No. 3 to the

Collateral Agreement


Schedule 9(c)




Intellectual Property



Trademarks and Trademark Applications


TRADEMARK/TRADE NAMES OWNED BY EVERGREEN PACKAGING INC.



U.S. Trademark Registrations



	 	 	 	 	 
	Mark	 	Reg. Date	 	Reg. No.
	EXTENDED SHELF LIFE and Design
	 	10/27/1987	 	1,462,791
	ESL
	 	11/24/1987	 	1,466,316
	BARRIER PAK and Design
	 	9/12/1989	 	1,555,729
	SPOUT-PAK and Design
	 	9/22/1992	 	1,717,981
	ECO-PAK
	 	1/11/1994	 	1,815,846
	EVERGREEN
	 	2/28/1995	 	1,880,374
	ESL EXTENDED SHELF LIFE
	 	10/17/1995	 	1,927,456
	ESL
	 	10/17/1995	 	1,927,460
	ELL
	 	10/24/1995	 	1,929,399
	ELL EXTENDED LONG LIFE
	 	12/5/1995	 	1,939,346
	EXTENDED SHELF LIFE
	 	11/19/1996	 	2,016,736
	EXTENDED LONG LIFE
	 	1/7/1997	 	2,028,125
	TRU-TASTE MAXX
	 	2/21/2006	 	3,060,969
	TRU-TASTE
	 	7/17/2007	 	3,265,982
	EVERGREEN PACKAGING
	 	7/8/2008	 	3,463,593
	EVERGREEN PACKAGING
	 	7/8/2008	 	3,463,594
	EVERGREEN PACKAGING
	 	8/12/2008	 	3,485,867
	TRUSPEC
	 	8/19/2008	 	3,490,564
	RUN TIME
	 	10/20/2009	 	3,700,249






U.S. Trademark Applications




	 	 	 	 	 
	Mark	 	Filing Date	 	Application No.
	EVERGREEN PACKAGING

	 	5/1/2007
	 	77/170,338*
	4EVERGREEN and Design

	 	5/9/2008
	 	77/469,994*
	SLENDAPAK

	 	12/16/2008
	 	77/633,709*
	SINGLESIP

	 	2/25/2009
	 	77/678,057*
	EVERGREEN PACKAGING and Design

	 	10/19/2009
	 	77/852,080
	EVERGREEN PACKAGING and Design

	 	10/19/2009
	 	77/852,084*








 




			
	*	 	Filed on an “intent-to-use” basis pursuant to
Section 1(b) of the Lanham Act, 15 U.S.C. § 1051.




 









 




Schedule I to

Supplement No. 3 to the

Collateral Agreement







	 	 	 	 	 
	Mark	 	Filing Date	 	Application No.
	EVERGREEN PACKAGING and Design

	 	10/19/2009
	 	77/852,088
	EVERGREEN PACKAGING and Design

	 	10/19/2009
	 	77/852,092






State Trademark Registrations




None.



Non-U.S. Trademark Registrations



	 	 	 	 	 	 	 
	Country	 	Mark	 	Reg. Date	 	Reg. No.
	Australia
	 	4EVERGREEN and Design	 	12/9/2008	 	1276944
	Canada
	 	EVERGREEN-WRAP Stylized	 	1/24/1997	 	TMA469,692
	Canada
	 	EVERGREEN PACKAGING INC. TORONTO CANADA and Design	 	2/4/1997	 	TMA470,419
	Community Trademark
	 	4EVERGREEN and Design	 	10/7/2009	 	007537939
	Community Trademark
	 	EVERGREEN PACKAGING	 	9/11/2008	 	006366017
	Community Trademark
	 	Hexagon Design	 	6/10/2009	 	006366595
	El Salvador
	 	Hexagon Design	 	7/11/2008	 	29 Bk-110
	El Salvador
	 	EVERGREEN PACKAGING	 	3/26/2008	 	75 Bk-103
	El Salvador
	 	Hexagon Design	 	5/5/2008	 	79 Bk-105
	El Salvador
	 	EVERGREEN PACKAGING	 	6/3/2008	 	144 Bk-107
	El Salvador
	 	Hexagon Design	 	6/11/2008	 	144 Bk-108
	El Salvador
	 	EVERGREEN PACKAGING	 	6/5/2008	 	219 Bk-107
	El Salvador
	 	Hexagon Design	 	4/7/2008	 	235 Bk-103
	El Salvador
	 	EVERGREEN PACKAGING	 	4/4/2008	 	237 BK-103
	Israel
	 	Hexagon Design	 	3/8/2009	 	204541
	Israel
	 	Hexagon Design	 	3/8/2009	 	204542
	Japan
	 	4EVERGREEN and Design	 	1/20/2009	 	2009-3070
	Japan
	 	EVERGREEN PACKAGING	 	2/20/2009	 	5205197
	Japan
	 	EVERGREEN PACKAGING	 	4/25/2008	 	5132023






 









 




Schedule I to

Supplement No. 3 to the

Collateral Agreement



	 	 	 	 	 	 	 
	Country	 	Mark	 	Reg. Date	 	Reg. No.
	Mexico
	 	4EVERGREEN and Design	 	5/14/2009	 	1099666
	Mexico
	 	4EVERGREEN and Design	 	5/20/2009	 	1100794
	Mexico
	 	EVERGREEN PACKAGING	 	3/10/2008	 	1029466
	Mexico
	 	Hexagon Design	 	3/10/2008	 	1029465
	Mexico
	 	Hexagon Design	 	3/12/2008	 	1029775
	Mexico
	 	EVERGREEN PACKAGING	 	4/2/2009	 	1092839
	Mexico
	 	Hexagon Design	 	8/17/2009	 	1115628
	Morocco
	 	EVERGREEN PACKAGING	 	10/23/2007	 	113548
	Morocco
	 	Hexagon Design	 	3/25/2008	 	113549
	New Zealand
	 	4EVERGREEN and Design	 	7/9/2009	 	800137
	Saudi Arabia
	 	EVERGREEN PACKAGING	 	6/22/2009	 	1078/11
	Saudi Arabia
	 	EVERGREEN PACKAGING	 	6/22/2009	 	1078/12
	Saudi Arabia
	 	EVERGREEN PACKAGING	 	6/22/2009	 	1078/13
	Saudi Arabia
	 	EVERGREEN PACKAGING	 	6/22/2009	 	1078/14
	South Korea
	 	EVERGREEN PACKAGING	 	9/8/2008	 	45-24555
	South Korea
	 	Hexagon Design	 	1/14/2009	 	45-26122
	Taiwan
	 	4EVERGREEN and Design	 	10/1/2009	 	1380909
	Taiwan
	 	EVERGREEN PACKAGING	 	2/1/2009	 	01348993






Non-U.S. Trademark Applications




	 	 	 	 	 	 	 
	Country	 	Mark	 	Application Date	 	Application No.
	Belize
	 	SINGLESIP	 	8/26/2009	 	n/a
	Brazil
	 	4EVERGREEN and Design	 	1/23/2009	 	830170383
	Canada
	 	Hexagon Design	 	10/30/2007	 	1,369,845
	Canada
	 	EVERGREEN PACKAGING	 	10/30/2007	 	1,369,847
	Canada
	 	4EVERGREEN and Design	 	1/19/2009	 	1,424,914
	Canada
	 	RUN TIME	 	6/3/2009	 	1,440,224






 









 




Schedule I to

Supplement No. 3 to the

Collateral Agreement



	 	 	 	 	 	 	 
	Country	 	Mark	 	Application Date	 	Application No.
	Canada
	 	SLENDAPAK	 	6/9/2009	 	1,440,861
	Canada
	 	SINGLESIP	 	8/13/2009	 	1,448,140
	China P.R.
	 	4EVERGREEN and Design	 	2/3/2009	 	7187204
	China P.R.
	 	EVERGREEN PACKAGING	 	11/27/2009	 	n/a1
	China P.R.
	 	EVERGREEN PACKAGING	 	11/27/2009	 	n/a2
	China P.R.
	 	EVERGREEN PACKAGING	 	11/27/2009	 	n/a3
	China P.R.
	 	EVERGREEN PACKAGING	 	11/27/2009	 	n/a4
	China P.R.
	 	Hexagon Design	 	10/29/2007	 	6348433
	China P.R.
	 	Hexagon Design	 	10/29/2007	 	6348434
	China P.R.
	 	Hexagon Design	 	10/29/2007	 	6348435
	China P.R.
	 	Hexagon Design	 	10/29/2007	 	6348436
	China P.R.
	 	SINGLESIP	 	8/7/2009	 	n/a
	Community Trademark
	 	SINGLESIP	 	8/13/2009	 	008490691
	Costa Rica
	 	SINGLESIP	 	8/25/2009	 	2009-7512
	El Salvador
	 	4EVERGREEN and Design	 	3/6/2009	 	E91941-2009
	El Salvador
	 	4EVERGREEN and Design	 	3/6/2009	 	E91942-2009
	El Salvador
	 	SINGLESIP	 	8/12/2009	 	E-95227-2009
	Guatemala
	 	SINGLESIP	 	8/24/2009	 	2009-005568
	Honduras
	 	SINGLESIP	 	8/26/2009	 	n/a
	India
	 	4EVERGREEN and Design	 	1/23/2009	 	1777641
	Israel
	 	4EVERGREEN and Design	 	1/25/2009	 	218118
	Japan
	 	EVERGREEN PACKAGING	 	7/15/2008	 	2008-057811
	Mexico
	 	EVERGREEN PACKAGING	 	10/31/2007	 	893226
	Mexico
	 	EVERGREEN PACKAGING	 	10/31/2007	 	893228
	Mexico
	 	SINGLESIP	 	8/26/2009	 	1029545
	Nicaragua
	 	SINGLESIP	 	9/11/2009	 	2009-02499
	Panama
	 	4EVERGREEN and Design	 	3/12/2009	 	179650
	Panama
	 	SINGLESIP	 	8/24/2009	 	183719
	South Korea
	 	SINGLESIP	 	8/24/2009	 	40-2009-00040652
	South Korea
	 	4EVERGREEN and Design	 	2/6/2009	 	41-2009-0002222
	United Arab Emirates
	 	EVERGREEN PACKAGING	 	10/29/2007	 	101749






 









 




Schedule I to

Supplement No. 3 to the

Collateral Agreement



	 	 	 	 	 	 	 
	Country	 	Mark	 	Application Date	 	Application No.
	United Arab Emirates
	 	Hexagon Design	 	10/29/2007	 	101750
	Venezuela
	 	4EVERGREEN and Design	 	7/6/2009	 	10660-2009
	Venezuela
	 	Hexagon Design	 	10/19/2007	 	25210/2007
	Venezuela
	 	EVERGREEN PACKAGING	 	10/19/2007	 	25211/2007
	Venezuela
	 	EVERGREEN PACKAGING	 	10/19/2007	 	25212/2007
	Venezuela
	 	EVERGREEN PACKAGING	 	10/19/2007	 	25213/2007
	Venezuela
	 	EVERGREEN PACKAGING	 	10/19/2007	 	25214/2007
	Venezuela
	 	Hexagon Design	 	10/19/2007	 	25215/2007
	Venezuela
	 	Hexagon Design	 	10/19/2007	 	25216/2007
	Venezuela
	 	Hexagon Design	 	10/19/2007	 	25217/2007






Trade Names




None.



 









 




Schedule I to

Supplement No. 3 to the

Collateral Agreement


LICENSES



I. Licenses/Sublicenses of Evergreen Packaging Inc. as Licensor/Sublicensor on Date Hereof



A. Copyrights




None.




Non-U.S. Copyrights



None.



 









 




Schedule I to

Supplement No. 3 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. 3 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. 3 to the

Collateral Agreement


D. Others




None.






 









 




Schedule I to

Supplement No. 3 to the

Collateral Agreement






	II.	 	Licenses/Sublicenses of Evergreen Packaging Inc. as Licensee/Sublicensee on Date Hereof
	 
	A.	 	Copyrights





U.S. Copyrights




None.



Non-U.S. Copyrights



None.



 









 




Schedule I to

Supplement No. 3 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. 3 to the

Collateral Agreement


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. 3 to the

Collateral Agreement





D. Others




None.




 









 




 Schedule I to

Supplement No. 3 to the

Collateral Agreement


Schedule 10




Commercial Tort Claims



	 	 	 	 	 
	Grantor/Plaintiff	 	Defendant	 	Description
	None

	 	 	 	 











 









 




Schedule I to

Supplement No. 3 to the

Collateral Agreement





Schedule 11




Deposit Accounts



	 	 	 	 	 	 	 
	 	 	Depositary Institution	 	 	 	 
	Grantor	 	(including address)	 	Type of Account	 	Account Number
	Evergreen Packaging Inc.
	 	Bank of America	 	Master Account	 	[                            ]
	 
	 	901 Main Street, 10th Flr,	 	 	 	 
	 
	 	Dallas, TX 75202	 	 	 	 
	 
	 	 	 	 	 	 
	Evergreen Packaging Inc.
	 	Bank of America	 	Accounts Payable	 	[                            ]
	 
	 	901 Main Street, 10th Flr, 	 	 	 	 
	 
	 	Dallas, TX 75202	 	 	 	 
	 
	 	 	 	 	 	 
	Evergreen Packaging Inc.
	 	Bank of America	 	Turlock Facility	 	[                            ]
	 
	 	901 Main Street, 10th Flr, 	 	 	 	 
	 
	 	Dallas, TX 75202	 	 	 	 
	 
	 	 	 	 	 	 
	Evergreen Packaging Inc.
	 	PNC Bank	 	Lockbox	 	[                            ]
	 
	 	2 Tower Center Blvd, 23rd Flr	 	 	 	 
	 
	 	East Brunswick, NJ 08816	 	 	 	 






 









 




 Schedule I to

Supplement No. 3 to the

Collateral Agreement


Schedule 12




Securities Accounts



	 	 	 	 	 	 	 
	 	 	Intermediary Institution	 	 	 	 
	Grantor	 	(including address)	 	Type of Account	 	Account Number
	None