exv4w13w7




EXHIBIT 4.13.7

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. 7 (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 corporation duly incorporated under the law
of Delaware.



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.



	 	 	 	 	 
	 	BLUE RIDGE PAPER PRODUCTS INC.,

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



A-4









 






	 	 	 	 	 



Schedule I to

Supplement No. 7 to the

Collateral Agreement




Schedule 1




Names




	 	 	 	 	 
	 	 	 	 	Change in Identity
	 	 	 	 	or Corporate
	 	 	Other Legal Names	 	Structure Within
	Grantor’s Exact Legal Name	 	(including date of change)	 	the Past 5 years
	Blue Ridge Paper Products Inc.

	 	Carolina Paper Company

(May 4, 1999)
	 	None






 









 






Schedule I to

Supplement No. 7 to the

Collateral Agreement




Schedule 2(a)




Jurisdictions and Locations



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Chief Executive
	 	 	 	 	 	 	 	 	Office or
	 	 	 	 	 	 	Organizational	 	Registered Office
	 	 	Jurisdiction of	 	 	 	Identification Number	 	Address
	Grantor	 	Organization	 	Form of Organization	 	(if any)	 	(including county)
	Blue Ridge Paper
	 	Delaware	 	Corporation	 	3013589	 	41 Main Street,
	Products Inc.
	 	 	 	 	 	 	 	Canton, North
	 
	 	 	 	 	 	 	 	Carolina 28716
	 
	 	 	 	 	 	 	 	(Haywood County,
	 
	 	 	 	 	 	 	 	North Carolina)






 









 






Schedule I to

Supplement No. 7 to the

Collateral Agreement




Schedule 2(b)




Location of Other Persons that Possess Collateral



	 	 	 
	 	 	Names and Addresses of Other Persons that
	Grantor	 	Possess any Collateral (including county)
	Blue Ridge Paper Products Inc.

	 	Rooker Warehouse

140 Voyles Road

Athens, GA 30607

(Clarke County)
	 
	 	 
	Blue Ridge Paper Products Inc.

	 	Seapac Inc. 

4601 Welcome All Road, Building 6

Atlanta, GA 30349

(Fulton County)
	 
	 	 
	Blue Ridge Paper Products Inc.

	 	Trans Novem Inc.

Les Enterprises Real Caron

10001 Ray Lawson

Ajou, Quebec H1J 1N9
	 
	 	 
	Blue Ridge Paper Products Inc.

	 	Southeastern Paperboard

100 South Harris Road

Greenville, SC 29607

(Greenville County)
	 
	 	 
	Blue Ridge Paper Products Inc.

	 	Robinson Terminal Warehouse Corp.

#2 Duke Street

Alexandria, VA 22312

(City of Alexandria)
	 
	 	 
	Blue Ridge Paper Products Inc.

	 	Grand Warehouse and Distribution Corp.

9820 Dorchester

Chicago, IL 60624

(Cook County)
	 
	 	 
	Blue Ridge Paper Products Inc.

	 	Sunland Distribution

1075 Victor Hill Road

Greer, SC 29651

(Greenville County)
	 
	 	 
	Blue Ridge Paper Products Inc.

	 	Midwest Transportation

400 Davidson Street

Nashville, TN 37213

(Davidson County)
	 
	 	 
	Blue Ridge Paper Products Inc.

	 	SSA Cooper, LLC

1000 Remount Road

N. Charleston, SC 29406

(Charleston County)
	 
	 	 
	Blue Ridge Paper Products Inc.

	 	Sunland Distribution

220 Commerce Drive

Greenville, SC 29607

(Greenville County)
	 
	 	 
	Blue Ridge Paper Products Inc.

	 	Steveco Oy

Kotkan Konttiterminaali

Kotka, Finland 483100






 









 






Schedule I to

Supplement No. 7 to the

Collateral Agreement




Schedule 5




UCC Filings



	 	 	 
	Grantor	 	UCC Filing Office/County Recorder’s Office
	Blue Ridge Paper Products Inc.

	 	Delaware Secretary of State

Department of Corporations

Uniform Commercial Code Division

401 Federal Street

Dover, DE 19901






 









 






Schedule I to

Supplement No. 7 to the

Collateral Agreement




Schedule 6




Stock Ownership and Other Equity Interests



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number of Equity	 	Percentage of
	Grantor	 	Issuer	 	Certificate Number	 	Interests	 	Ownership
	Blue Ridge Paper
Products, Inc.

	 	BRPP, LLC
	 	 	002	 	 	100 units
	 	 	100	%






 









 






Schedule I to

Supplement No. 7 to the

Collateral Agreement




Schedule 7




Debt Instruments



	 	 	 	 	 	 	 	 	 
	Grantor	 	Creditor	 	Debtor	 	Type	 	Amount
	None
	 	 	 	 	 	 	 	 






 









 






Schedule I to

Supplement No. 7 to the

Collateral Agreement




Schedule 8

Mortgaged Property and Mortgage Filings




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Exact Name of	 	 	 	 
	Mortgaged Property	 	Exact Name of Owner	 	Record Owner	 	Property Address	 	Filing Office
	175 Main Street 

Canton, NC

	 	Blue Ridge Paper
Products Inc.
	 	Blue Ridge Paper
Products Inc.
	 	175 Main Street

Canton, NC
	 	Register of Deeds
of Haywood County,
NC
	 
	 	 	 	 	 	 	 	 
	Waynesville Facility 

Waynesville, NC

	 	Blue Ridge Paper
Products Inc.
	 	Blue Ridge Paper
Products Inc.
	 	1329 Howell Mill

Road

Waynesville, NC
	 	Register of Deeds
of Haywood County,
NC
	 
	 	 	 	 	 	 	 	 
	DairyPak Facility 

Athens, GA

	 	Blue Ridge Paper
Products Inc.
	 	Blue Ridge Paper
Products Inc.
	 	600 DairyPak Road

Athens, GA
	 	Clerk of the
Superior Court of
Athens-Clarke
County, GA
	 
	 	 	 	 	 	 	 	 
	DairyPak Facility 

Clinton, IA

	 	Blue Ridge Paper
Products Inc.
	 	Blue Ridge Paper
Products Inc.
	 	1500 South

14th
Street

Clinton, IA
	 	Clinton County, IA
Recorder’s Office
	 
	 	 	 	 	 	 	 	 
	DairyPak Facility 

Olmsted Falls, OH

	 	Blue Ridge Paper
Products Inc.
	 	Blue Ridge Paper
Products Inc.
	 	7920 Mapleway Drive

Olmsted Falls, OH
	 	Cuyahoga County, OH
Recorder’s Office






 









 






Schedule I to

Supplement No. 7 to the

Collateral Agreement




Schedule 9(a)




Intellectual Property



Copyrights and Copyright Applications



COPYRIGHTS OWNED BY BLUE RIDGE PAPER PRODUCTS 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. 7 to the

Collateral Agreement




Schedule 9(b)




Intellectual Property




Patents and Patent Applications



PATENTS OWNED BY BLUE RIDGE PAPER PRODUCTS INC.




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. 7 to the

Collateral Agreement




Schedule 9(c)




Intellectual Property




Trademarks and Trademark Applications




TRADEMARK/TRADE NAMES OWNED BY BLUE RIDGE PAPER PRODUCTS INC.




U.S. Trademark Registrations



None



U.S. Trademark Applications




None




State Trademark Registrations



None



Non-U.S. Trademark Registrations



None



Non-U.S. Trademark Applications



None



Trade Names



None



 









 





Schedule I to

Supplement No. 7 to the

Collateral Agreement




LICENSES



I. Licenses/Sublicenses of Blue Ridge Paper Products Inc. as Licensor/Sublicensor on Date Hereof




A. Copyrights




U.S. Copyrights




None



Non-U.S. Copyrights



None



 









 





Schedule I to

Supplement No. 7 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. 7 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. 7 to the

Collateral Agreement




D. Others




None







 









 








Schedule I to

Supplement No. 7 to the

Collateral Agreement





	II.	 	Licenses/Sublicenses of Blue Ridge Paper Products Inc. as Licensee/Sublicensee on Date
Hereof





A. Copyrights




U.S. Copyrights




None




Non-U.S. Copyrights



None



 









 





Schedule I to

Supplement No. 7 to the

Collateral Agreement




B. Patents




U.S. Patents




	 	 	 	 	 	 	 	 	 
	 	 	Date of	 	 	 	 
	Licensor Name	 	License/	 	 	 	 
	and Address	 	Sublicense	 	Issue Date	 	Patent No.
	Strawpak
Technologies Inc.

125 Mary Street 

Aurora, Ontario L4G 1G3

Canada

	 	12/15/2005
	 	5/18/1998
	 	 	6,116,446	 
	 
	Strawpak Technologies Inc. 

125 Mary Street 

Aurora, Ontario L4G 1G3

Canada

	 	12/15/2005
	 	11/16/2000
	 	 	6,354,062	 
	 
	Strawpak Technologies Inc.

125 Mary Street

Aurora, Ontario L4G 1G3

Canada

	 	12/15/2005
	 	9/23/1999
	 	 	6,431,434	 
	 
	Strawpak Technologies Inc. 

125 Mary Street 

Aurora, Ontario L4G 1G3

Canada

	 	12/15/2005
	 	11/25/1999
	 	 	6,494,332	 






U.S. Patent Applications




None




Non-U.S. Patents





	 	 	 	 	 	 	 	 	 
	 	 	Licensor Name	 	Date of License/	 	Issue	 	Non-U.S.
	Country	 	and Address	 	Sublicense	 	Date	 	Patent No.
	United Kingdom

	 	Strawpak Technologies
Inc. 

125 Mary Street 

Aurora, Ontario L4G 1G3

Canada
	 	12/15/2005
	 	12/15/2004
	 	1265788A2






Non-U.S. Patent Applications




	 	 	 	 	 	 	 	 	 
	 	 	Licensor Name	 	Date of License/	 	Date	 	 
	Country	 	and Address	 	Sublicense	 	Filed	 	Application No.
	Mexico

	 	Strawpak Technologies Inc. 

125 Mary Street 

Aurora, Ontario L4G 1G3

Canada
	 	12/15/2005
	 	11/13/2001
	 	PA/a/2001/011572
	 
	Japan

	 	Strawpak Technologies Inc. 

125 Mary Street 

Aurora, Ontario L4G 1G3

Canada
	 	12/15/2005
	 	5/13/1999
	 	2000-549519






 









 






Schedule I to

Supplement No. 7 to the

Collateral Agreement




C. Trademarks




U.S. Trademarks




None




U.S. Trademark Applications



	 	 	 	 	 	 	 	 	 
	Licensor Name	 	Date of License/	 	 	 	Date	 	 
	and Address	 	Sublicense	 	U.S. Mark	 	Filed	 	Application No.
	MilkMedia,
Inc. 

9 Desbrosses
Street, 
#512
New York, NY 10013

	 	1/24/2007
	 	Milk Rocks!
	 	6/13/2006
	 	78/906,846
	 
	 	 	 	 	 	 	 	 
	MilkMedia, Inc. 

9 Desbrosses
Street,
 #512
New York, NY 10013

	 	1/24/2007
	 	Juice Rocks!
	 	9/22/2006
	 	77/005,008






Non-U.S. Trademarks




None




Non-U.S. Trademark Applications



None



 









 





Schedule I to

Supplement No. 7 to the

Collateral Agreement




D. Others




None











 









 








Schedule I to

Supplement No. 7 to the

Collateral Agreement




Schedule 10




Commercial Tort Claims




	 	 	 	 	 
	Grantor/Plaintiff	 	Defendant	 	Description
	None
	 	 	 	 






 









 






Schedule I to

Supplement No. 7 to the

Collateral Agreement




Schedule 11




Deposit Accounts




	 	 	 	 	 	 	 
	 	 	Depositary	 	 	 	 
	 	 	Institution	 	 	 	 
	Grantor	 	(including address)	 	Type of Account	 	Account Number
	Blue Ridge Paper
Products Inc.

	 	First Citizens Bank

PO Box 2220

Asheville, NC 28802
	 	Blocked Bank Account
	 	[____________]
	 
	 	 	 	 	 	 
	Blue Ridge Paper
Products Inc.

	 	First Citizens Bank

PO Box 2220

Asheville, NC 28802
	 	Master Bank Account
	 	[____________]
	 
	 	 	 	 	 	 
	Blue Ridge Paper
Products Inc.

	 	First Citizens Bank

PO Box 2220

Asheville, NC 28802
	 	Accounts Payable
	 	[____________]
	 
	 	 	 	 	 	 
	Blue Ridge Paper
Products Inc.

	 	First Citizens Bank

PO Box 2220

Asheville, NC 28802
	 	Payroll Account
	 	[____________]
	 
	 	 	 	 	 	 
	Blue Ridge Paper
Products Inc.

	 	Bank of America
901 Account
Main Street, 10th
Flr Dallas, TX
75202
	 	Bank of America
	 	[____________]











 









 








Schedule I to

Supplement No. 7 to the

Collateral Agreement




Schedule 12




Securities Accounts




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