exv4w13w5






EXHIBIT 4.13.5



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. 5 (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



 









 





A-2





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.



 









 





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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 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.



 









 





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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.



	 	 	 	 	 	 	 

	 	EVERGREEN PACKAGING INTERNATIONAL (US) INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Secretary	 	 
	 

	 	 	 	Address: 5350 Poplar Avenue, Suite 600, Memphis,
Tennessee 38119	 	 
	 

	 	 	 	Legal Name: Evergreen Packaging International (US)
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	 	 






 









 





Schedule I to

Supplement No. 5 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
	Evergreen Packaging
International (US) Inc.

	 	Carter Holt Harvey
Holdings USA Inc.
(January 31, 2007)
	 	Yes






 









 




Schedule I to

Supplement No. 5 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)
	Evergreen Packaging
International (US)
Inc.

	 	Delaware
	 	Corporation
	 	 	2223557	 	 	5350 Poplar Avenue,
Suite 600, Memphis,
Tennessee 38119 (Shelby
County, Tennessee)






 









 




Schedule I to

Supplement No. 5 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. 5 to the

Collateral Agreement



Schedule 5




UCC Filings



	 	 	 
	Grantor	 	UCC Filing Office/County Recorder’s Office
	Evergreen Packaging International (US) Inc.

	 	Delaware Secretary of State

Department of Corporations

Uniform Commercial Code Division

401 Federal Street

Dover, DE 19901






 









 




Schedule I to

Supplement No. 5 to the

Collateral Agreement



Schedule 6




Stock Ownership and Other Equity Interests



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

	 	 	 	 	 	 	 	 






 









 




Schedule I to

Supplement No. 5 to the

Collateral Agreement



Schedule 7




Debt Instruments



	 	 	 	 	 	 	 	 	 
	Grantor	 	Creditor	 	Debtor	 	Type	 	Amount
	None

	 	 	 	 	 	 	 	 






 









 




 Schedule I to

Supplement No. 5 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. 5 to the

Collateral Agreement



Schedule 9(a)




Intellectual Property



Copyrights and Copyright Applications



COPYRIGHTS OWNED BY EVERGREEN PACKAGING INTERNATIONAL (US) 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. 5 to the

Collateral Agreement



Schedule 9(b)




Intellectual Property



Patents and Patent Applications



PATENTS OWNED BY EVERGREEN PACKAGING INTERNATIONAL (US) 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. 5 to the

Collateral Agreement



Schedule 9(c)




Intellectual Property



Trademarks and Trademark Applications



TRADEMARK/TRADE NAMES OWNED BY EVERGREEN PACKAGING INTERNATIONAL (US) 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. 5 to the

Collateral Agreement



LICENSES



I. Licenses/Sublicenses of Evergreen Packaging International (US) Inc. as Licensor/Sublicensor on
Date Hereof



A. Copyrights




U.S. Copyrights




None



Non-U.S. Copyrights



None



 









 




Schedule I to

Supplement No. 5 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. 5 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. 5 to the

Collateral Agreement



D. Others




None







 









 




Schedule I to

Supplement No. 5 to the

Collateral Agreement







II. Licenses/Sublicenses of Evergreen Packaging International (US) Inc. as Licensee/Sublicensee
on Date Hereof



A. Copyrights



U.S. Copyrights




None



Non-U.S. Copyrights



None



 









 




Schedule I to

Supplement No. 5 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. 5 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. 5 to the

Collateral Agreement



D. Others




None









 









 




Schedule I to

Supplement No. 5 to the

Collateral Agreement






Schedule 10




Commercial Tort Claims



	 	 	 	 	 
	Grantor/Plaintiff	 	Defendant	 	Description
	None

	 	 	 	 






 









 




Schedule I to

Supplement No. 5 to the

Collateral Agreement



Schedule 11




Deposit Accounts



	 	 	 	 	 	 	 	 	 
	 	 	Depositary Institution	 	 	 	 
	Grantor	 	(including address)	 	Type of Account	 	Account Number
	Evergreen Packaging
International (US)
Inc.

	 	Bank of America 

901 Main Street, 10th
Flr, 
Dallas, TX 75202
	 	Expats
	 	 	[           ]	 






 









 




Schedule I to

Supplement No. 5 to the

Collateral Agreement



Schedule 12




Securities Accounts



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