Supplement No.36 to the Collateral Agreement



 EXHIBIT 4.13.35 
 EXECUTION 
 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. 36 (this “Supplement”) dated as of
November 7, 2012 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”), PACTIV LLC (f/k/a Pactiv Corporation), a limited liability company organized under the laws of the state of Delaware (“Pactiv”), EVERGREEN PACKAGING INC., a Delaware corporation
(“Evergreen”), REYNOLDS CONSUMER PRODUCTS, INC., a Delaware corporation (“RCPI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC (f/k/a Reynolds Consumer Products Holdings Inc.), a limited liability company
organized under the laws of the state of Delaware (“RCPH” and, together with RGHI, Pactiv, Evergreen and RCPI, 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 Third Amended and Restated Credit Agreement dated as of September 28, 2012 (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 (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
“2009 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 “2009 Indenture Trustee”),
principal paying agent, registrar, transfer agent and collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (c) 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, 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, (d) 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 “February 2011 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds 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 “February 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, (e) the Indenture dated as of August 9, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise
modified from time to time, the “August 2011 Senior Secured Note Indenture”) among RGHL US Escrow II LLC, RGHL US Escrow II Inc., The Bank of New York Mellon, as trustee (in such capacity, the “August 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, (f) the
Indenture dated as of September 28, 2012 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2012 Senior Secured Note
Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds 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
“2012 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, and (g) the First Lien Intercreditor Agreement dated as of November 5, 2009, as amended by Amendment No. 1 and Joinder Agreement dated as of January 21, 2010 (as further amended, novated, supplemented, restated or
modified from time 

  
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to time, the “First Lien Intercreditor Agreement”), among the Collateral Agent, the 2009 Indenture Trustee, the 2010 Indenture Trustee, the February 2011 Indenture
Trustee, the August 2011 Indenture Trustee, the 2012 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. 
 D. 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 Exhibit A to the Collateral Agreement. International Tray Pads & Packaging, Inc., a North
Carolina corporation (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. 

  
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 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 Schedules 1 through 12
attached hereto are true and correct schedules of the information, with respect to the 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 in
Schedule 2(a) hereto, is the true and correct legal name of the New U.S. Subsidiary, its form of organization 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. 

  
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 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. 
  

			
	INTERNATIONAL TRAY PADS & PACKAGING, INC.
		
	        By	 	 /s/ Joseph Doyle

	        Name:	 	Joseph Doyle
	        Title:	 	Secretary


 [Signature Page to Supplement No. 36 to Collateral Agreement] 







 
			
	THE BANK OF NEW YORK MELLON, as Collateral Agent
		
	        By	 	 /s/ Orla Forrester

	        Name:	 	Orla Forrester
	        Title:	 	Vice President


 [Signature Page to Supplement No. 36 to Collateral Agreement] 







 Schedule 1 to 
 Supplement No. 36 to the 
 Collateral Agreement 

Schedules to Supplement No. 36 to Collateral Agreement 

Schedule 1 

Names 
  

					
	 Grantor’s Exact Legal Name
	  	
Other Legal Names Within the Past 5 years

(including date of change)
	  	
Change in Identity or Corporate
Structure Within the Past 5 years

	 International Tray Pads & Packaging, Inc.
	  	None	  	None.








 Schedule 2(a) to 
 Supplement No. 36 to the 
 Collateral Agreement 

Schedule 2(a) 

Jurisdictions and Locations 
  

									
	 Grantor
	  	Jurisdiction of
Organization	  	Form of
Organization	  	Organizational
Identification
Number
(if any)	  	
Chief Executive Office or Registered
 Office Address
 (including county)

	 International Tray Pads & Packaging, Inc.
	  	North Carolina	  	Corporation	  	0307263	  	 3299 NC 5 HWY
 Aberdeen, NC
28315









 Schedule 2(b) to 
 Supplement No. 36 to the 
 Collateral Agreement 

Schedule 2(b) 

Location of Other Persons that Possess Collateral 
 None. 







 Schedule 5 to 
 Supplement No. 36 to the 
 Collateral Agreement 

Schedule 5 

UCC Filings 
  

			
	 Grantor
	  	 UCC Filing Office/County Recorder’s
Office

	International Tray Pads & Packaging, Inc.	  	 If the filing is sent via mail, the UCC filing address is as follows:
 NC Secretary of State
 The Uniform Commercial Code Section

PO Box 29626
 Raleigh, NC 27626-0626

 
 If the filing is sent via overnight courier, the UCC filing address is as
follows:
 NC Secretary of State

Uniform Commercial Code Section
 2 South
Salisbury St
 Raleigh NC 27601-2903









 Schedule 6 to 
 Supplement No. 36 to the 
 Collateral Agreement 

Schedule 6 

Stock Ownership and Other Equity Interests 
 None. 







 Schedule 7 to 
 Supplement No. 36 to the 
 Collateral Agreement 

Schedule 7 

Debt Instruments 
 None.








 Schedule 8 to 
 Supplement No. 36 to the 
 Collateral Agreement 

Schedule 8 

Mortgaged Property and Mortgage Filings 
 None. 







 Schedule 9(a) to 
 Supplement No. 36 to the 
 Collateral Agreement 

Schedule 9(a) 

Intellectual Property 
 Copyrights and Copyright Applications 
 None. 







 Schedule 9(b) 
 Intellectual Property 
 Patents and Patent Applications 

None. 







 Schedule 9(c) to 
 Supplement No. 36 to the 
 Collateral Agreement 

Schedule 9(c) 

Intellectual Property 
 Trademarks and Trademark Applications 
 United States Trademarks

 None. 







 Schedule 9(c) to 
 Supplement No. 36 to the 
 Collateral Agreement 

Foreign Trademarks 

None. 







 Schedule 10 to 
 Supplement No. 36 to the 
 Collateral Agreement 

Schedule 10 

Commercial Tort Claims 

None. 







 Schedule 11 to 
 Supplement No. 36 to the 
 Collateral Agreement 

Schedule 11 

Deposit Accounts 
  

							
	 Grantor
	  	Depositary Institution
(including address)	  	Type of Account	  	Account Number
	 International Tray Pads & Packaging, Inc.
	  	First Citizens Bank

390 Southwest Broad St.
Southern Pines, NC 28387
	  	Concentration Account	  	6031612615
				
	 International Tray Pads & Packaging, Inc.
	  	First Bank
 105 South Sandhills Blvd.

Aberdeen, NC 28315
	  	Payroll Account	  	0281002630








 Schedule 12 
 Securities Accounts 
 None.