exv4w13w11






EXHIBIT 4.13.11



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. 11 (this “Supplement”) dated as of
September 1, 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 by Amendment No. 1, dated as of January 21, 2010, as further amended by Amendment
No. 2 and Incremental Term Loan Assumption Agreement, dated as of May 4, 2010 (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 by
Amendment No. 1 and Joinder Agreement, dated as of January 21, 2010 (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



A-2









 






authorized, executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with the terms hereof.




     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.



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     SECTION 10. The New U.S. Subsidiary is a limited liability company duly organized
under the law of Delaware.



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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.



	 	 	 	 	 
	 	REYNOLDS FOOD PACKAGING LLC

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  Assistant Secretary	 
	 	 	Address:  6641 West Broad Street, Richmond, VA 23230	 
	 	 	Legal Name:  Reynolds Food Packaging LLC	 
	 	 	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. 11 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
	Reynolds Food Packaging LLC
	 	None
	 	None






 









 






Schedule I to

Supplement No. 11 to the

Collateral Agreement




Schedule 2(a)




Jurisdictions and Locations



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

Packaging LLC

	 	Delaware
	 	Limited Liability

Company
	 	3884432
	 	National Registered Agents,
Inc.
160 Greentree Drive, Suite 101,
Dover, DE 19904 (Kent County,
Delaware)






 









 






Schedule I to

Supplement No. 11 to the

Collateral Agreement




Schedule 2(b)




Location of Other Persons that Possess Collateral



	 	 	 
	 	 	Names and Addresses of Other Persons
	 	 	that Possess any Collateral (including
	Grantor	 	county)
	Reynolds Food Packaging LLC

	 	Cornwall Warehousing 

2850 Marleau Ave. 

Cornwall, Ontario, K6H 7B6

Canada

(Stormont County)
	 
	 	 
	Reynolds Food Packaging LLC

	 	Cornwall Warehousing 

825 Boundary Rd. 

Cornwall, Ontario K6H 7J8

Canada

(Stormont County)
	 
	 	 
	Reynolds Food Packaging LLC

	 	Tri-State Ingredients, Inc. 

6147 Western Row Road 

Mason, OH 45040

(Warren County)






 









 






Schedule I to

Supplement No. 11 to the

Collateral Agreement




Schedule 5




UCC Filings



	 	 	 
	Grantor	 	UCC Filing Office/County Recorder’s Office
	Reynolds Food Packaging LLC

	 	Delaware Secretary of State 

Department of Corporations 

Uniform Commercial Code Division 

401 Federal Street 

Dover, DE 19901






 









 






Schedule I to

Supplement No. 11 to the

Collateral Agreement




Schedule 6




Stock Ownership and Other Equity Interests



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

	 	 
	 	 
	 	 
	 	 






 









 






Schedule I to

Supplement No. 11 to the

Collateral Agreement




Schedule 7




Debt Instruments



	 	 	 	 	 	 	 	 	 
	Grantor	 	Creditor	 	Debtor	 	Type	 	Amount
	None

	 	 
	 	 
	 	 
	 	 






 









 






Schedule I to

Supplement No. 11 to the

Collateral Agreement




Schedule 8






Mortgaged Property and Mortgage Filings




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

	 	 
	 	 
	 	 
	 	 






 









 






Schedule I to

Supplement No. 11 to the

Collateral Agreement




Schedule 9(a)




Intellectual Property



Copyrights and Copyright Applications



COPYRIGHTS OWNED BY REYNOLDS FOOD PACKAGING 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. 11 to the

Collateral Agreement




Schedule 9(b)




Intellectual Property



Patents and Patent Applications



PATENTS OWNED BY REYNOLDS FOOD PACKAGING LLC



U.S. Patents



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Title	 	Type	 	 	Serial No.	 	 	Patent No.	 
	Locking Structure for Hinged Container
	 	 	U	 	 	 	10/966,726	 	 	 	7,284,673	 






U.S. Patent Applications




None



Non-U.S. Patents



None



Non-U.S. Patent Applications



None



 









 





Schedule I to

Supplement No. 11 to the

Collateral Agreement




Schedule 9(c)




Intellectual Property



Trademarks and Trademark Applications



TRADEMARK/TRADE NAMES OWNED BY REYNOLDS FOOD PACKAGING LLC



U.S. Trademark Registrations



	 	 	 	 	 
	Mark	 	Reg. Date	 	Reg. No.
	FLIP N’ STACK

	 	17-Mar-09
	 	3,592,216
	TAKEAWAY GOURMET
	 	10-Mar-09
	 	3,588,446






U.S. Trademark Applications




	 	 	 	 	 
	Mark	 	Filing Date	 	Application No.
	TERRASMART
	 	27-Nov-07
	 	77/337,642






State Trademark Registrations




None



Non-U.S. Trademark Registrations



None



Non-U.S. Trademark Applications



None



Trade Names



None



 









 





Schedule I to

Supplement No. 11 to the

Collateral Agreement




LICENSES



I. Licenses/Sublicenses of Reynolds Food Packaging LLC as Licensor/Sublicensor on Date Hereof



A. Copyrights




U.S. Copyrights




None



Non-U.S. Copyrights



None



 









 





Schedule I to

Supplement No. 11 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. 11 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. 11 to the

Collateral Agreement



D. Others




None






 









 








Schedule I to

Supplement No. 11 to the

Collateral Agreement



II. Licenses/Sublicenses of Reynolds Food Packaging LLC as Licensee/Sublicensee on Date Hereof



A. Copyrights




U.S. Copyrights




None



Non-U.S. Copyrights



None



 









 





Schedule I to

Supplement No. 11 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. 11 to the

Collateral Agreement




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. 11 to the

Collateral Agreement



D. Others




None











 









 








Schedule I to

Supplement No. 11 to the

Collateral Agreement




Schedule 10




Commercial Tort Claims



	 	 	 	 	 
	Grantor/Plaintiff	 	Defendant	 	Description
	None
	 	 
	 	 











 









 








Schedule I to

Supplement No. 11 to the

Collateral Agreement




Schedule 11




Deposit Accounts



	 	 	 	 	 	 	 
	 	 	Depositary	 	 	 	 
	 	 	Institution	 	 	 	 
	Grantor	 	(including address)	 	Type of Account	 	Account Number
	Reynolds Food
Packaging LLC

	 	Bank of America 

101 South Tryon Street 

Charlotte, NC 28255
	 	Lockbox
	 	[____________]
	 
	 	 	 	 	 	 
	Reynolds Food
Packaging LLC

	 	Citibank

One Penns Way

New Castle, DE 19720
	 	Checking
	 	[_____________]
	 
	 	 	 	 	 	 
	Reynolds Food
Packaging LLC

	 	Citibank

111 Wall Street

New York, NY 10043
	 	EFT and
Concentration
	 	[______________]






 









 






Schedule I to

Supplement No. 11 to the

Collateral Agreement




Schedule 12




Securities Accounts



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