exv4w13w8






EXHIBIT 4.13.8



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. 8 (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



 









 






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-2









 






     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 limited liability company duly formed under
the law of North Carolina.



A-3









 






     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.



	 	 	 	 	 
	 	BRPP, LLC,

 	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary of Blue Ridge Paper Products, Inc. 	 
	 	 	
Address:  41 Main Street, Canton, 
North Carolina 28716

Legal Name:  BRPP, LLC

Jurisdiction of Formation:  North Carolina 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, 
as Collateral
Agent,

 	 
	 	By  	/s/ Catherine F. Donohue
 	 
	 	 	Name:  	Catherine F. Donohue 	 
	 	 	Title:  	Vice President 	 



A-4









 






	 	 	 	 	 



Schedule I to

Supplement No. 8 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
	BRPP, LLC
	 	None
	 	None






 









 






Schedule I to

Supplement No. 8 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)
	BRPP, LLC
	 	North Carolina
	 	Limited Liability

Company
	 	0556771
	 	41 Main Street, Canton,

North Carolina 28716

(Haywood County, North
Carolina)






 









 






Schedule I to

Supplement No. 8 to the

Collateral Agreement




Schedule 2(b)




Location of Other Persons that Possess Collateral



	 	 	 
	 	 	Names and Addresses of Other
	 	 	Persons that Possess any
	Grantor	 	Collateral (including county)
	None
	 	None






 









 






Schedule I to

Supplement No. 8 to the

Collateral Agreement




Schedule 5




UCC Filings



	 	 	 
	Grantor	 	UCC Filing Office/County Recorder’s Office
	BRPP, LLC
	 	State of North Carolina

Department of the Secretary of State

Attention: UCC Division

PO Box 29626

Raleigh, NC 27626-0626






 









 






Schedule I to

Supplement No. 8 to the

Collateral Agreement




Schedule 6




Stock Ownership and Other Equity Interests



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number of Equity	 	Percentage of
	Grantor	 	Issuer	 	Certificate Number	 	Interests	 	Ownership
	None	 	 	 	 	 	 	 	 






 









 






Schedule I to

Supplement No. 8 to the

Collateral Agreement




Schedule 7




Debt Instruments



	 	 	 	 	 	 	 	 	 
	Grantor	 	Creditor	 	Debtor	 	Type	 	Amount
	None	 	 	 	 	 	 	 	 






 









 






Schedule I to

Supplement No. 8 to the

Collateral Agreement




Schedule 8




Mortgaged Property and Mortgage Filings



	 	 	 	 	 	 	 	 	 
	 	 	Exact Name of	 	Exact Name of	 	Property	 	 
	Mortgaged Property	 	Owner	 	Record Owner	 	Address	 	Filing Office
	None	 	 	 	 	 	 	 	 






 









 






Schedule I to

Supplement No. 8 to the

Collateral Agreement




Schedule 9(a)




Intellectual Property



Copyrights and Copyright Applications



COPYRIGHTS OWNED BY BRPP, LLC



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. 8 to the

Collateral Agreement




Schedule 9(b)




Intellectual Property



Patents and Patent Applications



PATENTS OWNED BY BRPP, LLC



U.S. Patents



	 	 	 
	Patent No.	 	Issue Date
	5,014,854
	 	5/14/1991
	5,065,938
	 	11/19/1991
	5,135,463
	 	8/4/1992
	5,141,691
	 	08/25/1992
	5,175,036
	 	12/29/1992
	5,324,528
	 	6/28/1994
	5,616,353
	 	4/1/1997
	6,372,317
	 	4/16/2002
	6,887,538
	 	5/3/2005
	7,235,306
	 	6/26/2007
	7,276,294
	 	10/2/2007
	7,430,545
	 	09/30/2008
	7,628,314
	 	12/8/2009






U.S. Patent Applications




	 	 	 
	Patent Application No.	 	Filing Date
	11/821,722
	 	6/25/2007
	11/895,457
	 	8/24/2007






Non-U.S. Patents




	 	 	 	 	 
	Country	 	Issue Date	 	Patent No.
	Canada
	 	8/23/2005
	 	2,390,366
	Canada
	 	1/17/2006
	 	2,391,458
	Germany
	 	3/12/2004
	 	600 08 805
	United Kingdom
	 	3/12/2004
	 	EP 1268176






Non-U.S. Patent Applications




	 	 	 	 	 
	Country	 	Filing Date	 	Patent Application No.
	Canada
	 	11/24/2003
	 	2,506,515
	Canada
	 	5/7/2004
	 	2,525,036
	Europe
	 	5/7/2004
	 	04 751 607.5
	Europe
	 	6/21/2005
	 	03 787 125.8






 









 






Schedule I to

Supplement No. 8 to the

Collateral Agreement




	 	 	 	 	 
	Country	 	Filing Date	 	Patent Application No.
	PCT
	 	7/20/2007
	 	PCT/US2007/016427






 









 






Schedule I to

Supplement No. 8 to the

Collateral Agreement




Schedule 9(c)




Intellectual Property



Trademarks and Trademark Applications



TRADEMARK/TRADE NAMES OWNED BY BRPP, LLC



U.S. Trademark Registrations



	 	 	 	 	 
	Mark	 	Reg. Date	 	Reg. No.
	SUNTAN
	 	10/6/1936
	 	339,420
	FOLDUR (Stylized)
	 	7/15/1952
	 	553,317
	SKYLAND
	 	12/8/1964
	 	781,426
	SUNBURST (Stylized)
	 	2/18/1975
	 	1,004,791
	DAIRYPAK
	 	10/29/1985
	 	1,367,551
	VITASAVER
	 	4/21/1987
	 	1,437,345
	KEYSTONE
	 	8/15/1989
	 	1,551,856
	BUFF NE’ER TEAR
	 	7/9/1991
	 	1,650,116
	CRUSH-PAK
	 	3/1/1994
	 	1,824,392
	RAPIER
	 	11/13/2001
	 	2,506,840
	OUTLOOK
	 	4/2/2002
	 	2,556,385
	VITALOK
	 	4/9/2002
	 	2,559,595
	BLUE RIDGE Design
	 	9/3/2002
	 	2,614,864
	DAZZLEPAK
	 	6/24/2003
	 	2,728,786
	BLUE RIDGE SEASONS
	 	7/29/2003
	 	2,743,531
	REFLEXION
	 	6/29/2004
	 	2,857,206
	OVENCHAMP
	 	6/28/2005
	 	2,963,816
	SLIMPAK
	 	1/2/2007
	 	3,191,793
	THER MAX (Stylized)
	 	5/1/2007
	 	3,237,794
	XTREME
	 	1/8/2008
	 	3,366,890






U.S. Trademark Applications




None



State Trademark Registrations



None



Non-U.S. Trademark Registrations



	 	 	 	 	 	 	 
	Country	 	Mark	 	Reg. Date	 	Reg. No.
	Panama
	 	DAIRYPAK
	 	6/14/2005
	 	143,036






 









 






Schedule I to

Supplement No. 8 to the

Collateral Agreement




Non-U.S. Trademark Applications




None



Trade Names



None



 









 





Schedule I to

Supplement No. 8 to the

Collateral Agreement




LICENSES




I. Licenses/Sublicenses of BRPP, LLC as Licensor/Sublicensor on Date Hereof




A. Copyrights




U.S. Copyrights




None



Non-U.S. Copyrights



None



 









 





Schedule I to

Supplement No. 8 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. 8 to the

Collateral Agreement




C. Trademarks




U.S. Trademarks




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Licensee Name	 	Date of License/	 	U.S.	 	 	 	 
	Country	 	and Address	 	Sublicense	 	Mark	 	Reg. Date	 	Reg. No.
	Panama
	 	Envases Panama, S.A.

Calle Primera Llano

Bonito

Juan Diaz, Ciudad
de 
Panama

Republica de Panama
	 	8/11/2005
	 	DAIRYPAK
	 	6/14/2005
	 	1,367,551






U.S. Trademark Applications




None



Non-U.S. Trademarks



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Licensee Name	 	Date of License/	 	Non-U.S.	 	 	 	 
	Country	 	and Address	 	Sublicense	 	Mark	 	Reg. Date	 	Reg. No.
	Panama
	 	Envases Panama, S.A.

Calle Primera Llano

Bonito

Juan Diaz, Ciudad
de
 Panama

Republica de Panama
	 	8/11/2005
	 	DAIRYPAK
	 	6/14/2005
	 	143,036






Non-U.S. Trademark Applications




None



 









 





Schedule I to

Supplement No. 8 to the

Collateral Agreement




D. Others




None






 









 








Schedule I to

Supplement No. 8 to the

Collateral Agreement




II. Licenses/Sublicenses of BRPP, LLC as Licensee/Sublicensee on Date Hereof




A. Copyrights




U.S. Copyrights




None



Non-U.S. Copyrights



None



 









 





Schedule I to

Supplement No. 8 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. 8 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. 8 to the

Collateral Agreement




D. Others




None






 









 








Schedule I to

Supplement No. 8 to the

Collateral Agreement




Schedule 10




Commercial Tort Claims



	 	 	 	 	 
	Grantor/Plaintiff	 	Defendant	 	Description
	None	 	 	 	 






 









 






Schedule I to

Supplement No. 8 to the

Collateral Agreement




Schedule 11




Deposit Accounts



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






 









 






Schedule I to

Supplement No. 8 to the

Collateral Agreement




Schedule 12




Securities Accounts



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