AMENDED AND RESTATED SECOND LIEN
INTELLECTUAL PROPERTY
SECURITY AGREEMENT
This
AMENDED AND RESTATED SECOND LIEN INTELLECTUAL PROPERTY SECURITY
AGREEMENT (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “ Amended and
Restated IP Security Agreement ”) dated
October 5, 2009, is made by Pregis Corporation (the “
Company ”) and the Persons listed on the
signature pages hereof (collectively, the “
Grantors ”) in favor of The Bank of New York
Mellon Trust Company N.A. (as successor to The Bank of New York),
as collateral agent (the “ Collateral Agent
”) for the Trustee and Holders (each as defined in the
Indenture referred to below).
WHEREAS,
the Company has issued certain senior secured floating rate notes
(the “ Original Notes ”) pursuant to the
Indenture dated October 12, 2005 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the
“ Indenture ”) among the Company, the
other grantors, the guarantors party thereto, the Collateral Agent,
and Grant Thornton, as successor to RSM Robson Rhodes LLP, as Irish
Paying Agent.
WHEREAS,
as a condition precedent to the issuance of notes under the
Indenture, each Grantor has executed and delivered that certain
Second Lien Security Agreement dated October 12, 2005 made by
the Grantors to the Collateral Agent (as amended by that certain
Amendment No. 1 dated as of the date hereof, and as further
amended, amended and restated, supplemented or otherwise modified
from time to time, the “ Security Agreement
”; terms defined in the Security Agreement and not otherwise
defined herein are used herein as defined in the Security
Agreement), under the terms of which the Grantors have granted to
the Collateral Agent for the benefit of the Trustee and the ratable
benefit of the Holders, a security interest in, among other
property, certain intellectual property of the Grantors;
WHEREAS,
as a condition of the Security Agreement, the Grantors have
executed that certain Second Lien Intellectual Property Security
Agreement (the “ IP Security Agreement ”)
for recording with the U.S. Patent and Trademark Office, the United
States Copyright Office and other governmental
authorities;
WHEREAS,
the Company now intends to issue additional senior secured floating
rate notes under the Indenture in an aggregate principal amount of
Euros which as of the date hereof is approximately equivalent
to €
125,000,000 (the “
Additional Floating Rate Notes ”), which
Additional Floating Rate Notes shall be secured by the Collateral
(as defined below) on a second priority basis on the same terms and
conditions set forth in the Security Agreement and the other Note
Documents as the Original Notes.
WHEREAS,
the IP Security Agreement was recorded with the United States
Patent and Trademark Office on reel 016700 frame 0007 and on reel
03183 frame 0450 on October 28, 2005;
WHEREAS,
the Grantors and the Collateral Agent have now agreed to amend and
restate the IP Security Agreement so that the Grantors may grant
the Collateral Agent a security interest in, to and under all of
the Grantors’ right, title and interest in and to
the
Pregis Amended and Restated
Intellectual Property Security Agreement
Collateral (as
defined below) solely in connection with the security interest
granted pursuant to the Security Agreement.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the
undersigned agrees that the IP Security Agreement is amended and
restated as follows:
SECTION
1. Grant of Security . Each Grantor hereby grants to the
Collateral Agent for the benefit of the Trustee and the ratable
benefit of the Holders a security interest in all of such
Grantor’s right, title and interest in and to the
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