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– Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/14/06 Pregis Corp S-4/A¶ 50:10M Donnelley … Solutions/FA Pregis Holding II Corp Pregis Management Corp Pregis Innovative Packaging Inc. Hexacomb Corp |
Document/Exhibit Description Pages Size 1: S-4/A Amendment No.1 to Form S-4 HTML 3.59M 49: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 10K 50: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 161K 2: EX-2.1 Stock Purchase Agreement, Dated as of June 23,2005 HTML 416K 3: EX-3.1 Certificate of Incorporation of Pregis Corporation HTML 22K 12: EX-3.10 By-Laws of Hexacomb Corporation HTML 57K 4: EX-3.2 By-Laws of Pregis Corporation HTML 64K 5: EX-3.3 Certificate of Incorporation of Pregis Holding Ii HTML 23K Corporation 6: EX-3.4 By-Laws of Pregis Holding Ii Corporation HTML 64K 7: EX-3.5 Certificate of Incorporation of Pregis Management HTML 23K Corporation 8: EX-3.6 By-Laws of Pregis Management Corporation HTML 63K 9: EX-3.7 Certificate of Incorporation of Pregis Innovative HTML 28K Packaging Inc. 10: EX-3.8 By-Laws of Pregis Innovative Packaging Inc. HTML 57K 11: EX-3.9 Certificate of Incorporation of Hexacomb HTML 293K Corporation 13: EX-4.1 Indenture HTML 693K 14: EX-4.2 Indenture HTML 659K 15: EX-4.4 Registration Rights Agreement HTML 102K 16: EX-5.1 Opinion of Fried, Frank, Harris, Shriver & HTML 34K Jacobson LLP 17: EX-10.1 Credit Agreement HTML 708K 26: EX-10.10 Separation Agreement and Release, Dated November HTML 54K 30, 2005 27: EX-10.11 Pregis Holding I Corporation 2005 Stock Option HTML 57K Plan 28: EX-10.12 Form of Nonqualified Stock Option Agreement HTML 34K 29: EX-10.13 Pregis Holding I Corporation Employee Stock HTML 20K Purchase Plan 30: EX-10.14 Form of Employee Subscription Agreement HTML 50K 31: EX-10.15 Employment Agreement, Dated February 6, 2006 HTML 52K 32: EX-10.16 Employment Agreement, Dated January 23, 2006 HTML 43K 33: EX-10.17 Employment Agreement of A Managing Director, Dated HTML 47K July 1, 1995 34: EX-10.18 Employment Agreement, Dated January 23, 2006 HTML 43K 35: EX-10.19 Employment Agreement, Dated November 7, 1990 HTML 59K 18: EX-10.2 First Lien Security Agreement HTML 195K 36: EX-10.20 Employment Agreement, Dated January 23, 2006 HTML 43K 37: EX-10.21 Employment Agreement of A Managing Director, Dated HTML 61K March 8, 2004 38: EX-10.22 Noncompetition Agreements HTML 178K 39: EX-10.23 Nonqualified Stock Option Agreements HTML 164K 19: EX-10.3 Second Lien Security Agreement HTML 210K 20: EX-10.4 Senior Pledge Agreement HTML 98K 21: EX-10.5 Subordinated Pledge Agreement HTML 99K 22: EX-10.6 First Lien Intellectual Property Security HTML 34K Agreement 23: EX-10.7 Second Lien Intellectual Property Security HTML 33K Agreement 24: EX-10.8 Management Agreement HTML 31K 25: EX-10.9 Separation and Consulting Agreement, Dated HTML 65K November 30, 2005 41: EX-21.1 List of Subsidiaries HTML 17K 42: EX-23.2 Consent of Ernst & Young LLP HTML 16K 43: EX-25.1 Statement of Eligibility Under the Trust Indenture HTML 53K Act of 1939 on Form T-1 44: EX-99.1 Form of Letter of Transmittal HTML 142K 45: EX-99.2 Form of Notice of Guaranteed Delivery HTML 37K 46: EX-99.3 Form of Instructions to Registered Holder From HTML 27K Beneficial Owner 47: EX-99.4 Form of Letter to Clients HTML 21K 48: EX-99.5 Form of Letter to Registered Holders HTML 26K 40: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 58K
First Lien Intellectual Property Security Agreement |
EXHIBIT 10.6
EXECUTION COPY
FIRST LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated October 12, 2005, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of CREDIT SUISSE (“CS”), as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
WHEREAS, Pregis Corporation, a Delaware corporation, has entered into a Credit Agreement dated as of October 12, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with CS, as Administrative Agent and as Collateral Agent, Pregis Holding II Corporation, as parent guarantor, the subsidiary guarantors referred to therein and the Lender Parties party thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.
WHEREAS, as a condition precedent to the making of Advances and the issuance of Letters of Credit by the Lender Parties under the Credit Agreement and the entry into Secured Hedge Agreements by the Hedge Banks from time to time, each Grantor has executed and delivered that certain First Lien Security Agreement dated October 12, 2005 made by the Grantors to the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”).
WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and other governmental authorities.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:
SECTION 1. Grant of Security. Each Grantor hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties a security interest in all of such Grantor’s right, title and interest in and to the following (the “Collateral”):
(i) the patents and patent applications set forth in Schedule A hereto (the “Patents”);
(ii) the trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby (the “Trademarks”);
Pregis Intellectual Property Security Agreement
(iii) all copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto (the “Copyrights”);
(iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;
(v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and
(vi) any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing.
SECTION 2. Security for Obligations. The grant of a security interest in, the Collateral by each Grantor under this IP Security Agreement secures the payment of all Obligations of such Grantor now or hereafter existing under or in respect of the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this IP Security Agreement secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and that would be owed by such Grantor to any Secured Party under the Loan Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Loan Party.
SECTION 3. Recordation. Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other applicable government officer record this IP Security Agreement.
SECTION 4. Execution in Counterparts. This IP Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
SECTION 5. Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.
SECTION 6. Governing Law. This IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
Pregis Intellectual Property Security Agreement
IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.
PREGIS CORPORATION | ||
By |
| |
Name: |
||
Title: |
Chief Financial Officer | |
Address for Notices: | ||
c/o AEA Investors LLC | ||
Park Avenue Tower | ||
65 East 55th Street | ||
PREGIS HOLDING II CORPORATION | ||
By |
| |
Name: |
||
Title: |
Chief Financial Officer | |
Address for Notices: | ||
c/o AEA Investors LLC | ||
Park Avenue Tower | ||
65 East 55th Street | ||
Pregis Intellectual Property Security Agreement
PREGIS INNOVATIVE PACKAGING INC. | ||
By |
| |
Name: |
||
Title: |
Chief Financial Officer | |
Address for Notices: | ||
1900 W. Field Court | ||
HEXACOMB CORPORATION | ||
By |
| |
Name: |
||
Title: |
Chief Financial Officer | |
Address for Notices: | ||
1900 W. Field Court | ||
PREGIS MANAGEMENT CORPORATION | ||
By |
| |
Name: |
||
Title: |
Chief Financial Officer | |
Address for Notices: | ||
1900 W. Field Court | ||
Pregis Intellectual Property Security Agreement
This ‘S-4/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/14/06 | None on these Dates | ||
10/12/05 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/24/06 SEC UPLOAD¶ 10/21/17 1:11K Pregis Holding II Corp. |