exv4w13w13






EXHIBIT 4.13.13




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. 13 (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.



A-3









 






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



A-4









 






     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 PACKAGING LLC

 	 
	 	By  	/s/ Helen Golding
 	 
	 	 	Name:  Helen Golding 
	 	 	Title:  Assistant Secretary
	 
	 	 	Address: 6641 West Broad Street, Richmond, VA 23230
	 
	 	 	Legal Name:  Reynolds 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-5









 






	 	 	 	 	 



Schedule I to

Supplement No. 13 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 Packaging LLC

	 	Alcoa Packaging LLC


(February 29, 2008 – changed
to Reynolds Packaging LLC)
	 	None
	 
	 	 	 	 
	Reynolds Packaging LLC

	 	Alcoa Flexible Packaging LLC

 (January 9, 2006 — changed
to Alcoa Packaging LLC)
	 	None






 









 






Schedule I to

Supplement No. 13 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 Packaging
LLC

	 	Delaware
	 	Limited Liability

Company
	 	 	3884435	 	 	National Registered Agents,
Inc. 

160 Greentree Drive, Suite 101, 

Dover, DE 19904 (Kent County,
Delaware)






 









 






Schedule I to

Supplement No. 13 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)
	Reynolds Packaging LLC

	 	Reynolds Food Packaging Warehouse
	 

	 	Operated by Genco
	 

	 	700 Omega Parkway
	 

	 	Shepherdsville, Kentucky 40165
	 

	 	(Bullitt County)
	 
	 	 
	Reynolds Packaging LLC

	 	My Scratch and Dent
	 

	 	234 Sliver St.
	 

	 	New Albany, Indiana 47150
	 

	 	(Floyd County)
	 
	 	 
	Reynolds Packaging LLC

	 	Kinder Morgan
	 

	 	Port of Indiana-Jeffersonville
	 

	 	5146 Loop Rd.
	 

	 	Jeffersonville, IN 47130
	 

	 	(Clark County)






 









 






Schedule I to

Supplement No. 13 to the

Collateral Agreement




Schedule 5




UCC Filings



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

	 	Delaware Secretary of State
	 

	 	Department of Corporations
	 

	 	Uniform Commercial Code Division
	 

	 	401 Federal Street
	 

	 	Dover, DE 19901






 









 






Schedule I to

Supplement No. 13 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. 13 to the

Collateral Agreement




Schedule 7




Debt Instruments



	 	 	 	 	 	 	 	 	 
	Grantor	 	Creditor	 	Debtor	 	Type	 	Amount
	None

	 	 	 	 	 	 	 	 






 









 






Schedule I to

Supplement No. 13 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
	None

	 	 	 	 	 	 	 	 






 









 






Schedule I to

Supplement No. 13 to the

Collateral Agreement




Schedule 9(a)



Intellectual Property



Copyrights and Copyright Applications



COPYRIGHTS OWNED BY REYNOLDS 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. 13 to the

Collateral Agreement




Schedule 9(b)



Intellectual Property

Patents and Patent Applications



PATENTS OWNED BY REYNOLDS PACKAGING LLC



U.S. Patents



	 	 	 	 	 	 	 	 	 
	Title	 	Type	 	Serial No.	 	Patent No.
	Multi-layer Water Blocking Cable

	 	U
	 	11/092,260
	 	 	7,522,794	 
	Armor Laminate Containing Water
	 	 	 	 	 	 	 	 
	Swelling Fabrics and Method of Making
Such
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Multi-layer Water Blocking Cable

	 	U
	 	11/491,045
	 	 	7,555,182	 
	Armor Laminate Containing Water
	 	 	 	 	 	 	 	 
	Swelling Fabrics and Associated
	 	 	 	 	 	 	 	 
	Methods of Manufacture
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	**Lidstock Material Having Improved 

Burst Strength

	 	U
	 	10/388,001
	 	 	7,404,994	 
	 
	 	 	 	 	 	 	 	 
	Aluminum Alloys for Armored Cables

	 	U
	 	11/411,242
	 	 	7,536,072	 
	 
	 	 	 	 	 	 	 	 
	NO TEAR PHARMACEUTICAL POUCH

	 	U
	 	10/666,190
	 	 	6,936,318	 
	 
	 	 	 	 	 	 	 	 
	SEAMING PLASTIC FILM USING

	 	U
	 	10/349,649
	 	 	6,902,639	 
	SOLVENT-BASED ADHESIVE BEAD
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Peelable and Heat Sealable Lidstock

	 	U
	 	08/476,524
	 	 	5,626,929	 
	Material for Plastic Containers
	 	 	 	 	 	 	 	 






U.S. Patent Applications



None



Non-U.S. Patents



None



Non-U.S. Patent Applications



None



 









 





Schedule I to

Supplement No. 13 to the

Collateral Agreement




Schedule 9(c)



Intellectual Property



Trademarks and Trademark Applications



TRADEMARK/TRADE NAMES OWNED BY REYNOLDS PACKAGING LLC



U.S. Trademark Registrations



	 	 	 	 	 	 	 
	Mark	 	Reg. Date	 	Reg. No.
	COLD FORM

	 	1-Nov-05
	 	 	3,012,335	 
	DRUG-PAK

	 	9-Jan-01
	 	 	2,419,278	 
	DUOSEAL

	 	18-Jan-94
	 	 	1,816,644	 
	HSM

	 	27-Aug-68
	 	 	855,584	 
	INTEGRIPEL

	 	11-May-04
	 	 	2,841,596	 
	PHARMA-POUCH

	 	11-Aug-00
	 	 	2,341,615	 
	POUCH EXPRESS

	 	19-Jul-05
	 	 	2,973,949	 
	REYSHIELD

	 	12-May-98
	 	 	2,157,658	 
	SAFETY-PAK

	 	21-Nov-00
	 	 	2,406,304	 
	SM

	 	10-Dec-68
	 	 	861,697	 
	SMART-PEEL

	 	15-Dec-09
	 	 	3,725,956	 
	SURE-PEEL

	 	22-Jan-08
	 	 	3,373,927	 
	COMBO-PAK

	 	8-Jun-82
	 	 	1,197,314	 
	CATER-TIME

	 	1-Nov-88
	 	 	1,510,995	 
	CATER-TIME

	 	11-Oct-88
	 	 	1,507,800	 
	CUTTER GARD

	 	22-Oct-96
	 	 	2,011,004	 
	STAY PUT STRIP

	 	22-Apr-97
	 	 	2,055,323	 
	MICRO SMART

	 	10-Mar-09
	 	 	3,589,023	 
	REFLECTIONS

	 	13-Nov-07
	 	 	3,335,974	 
	REFLECTIONS EASY LOCK

	 	13-Mar-07
	 	 	3,218,654	 
	REYNOWAVE

	 	7-Nov-00
	 	 	2,402,623	 
	PLASTERRA

	 	15-Dec-09
	 	 	3,725,957	 
	DEL-PAK

	 	7-Nov-89
	 	 	1,564,584	 
	INVERTIBLES

	 	8-Dec-09
	 	 	3,723,182	 






U.S. Trademark Applications




	 	 	 	 	 
	Mark	 	Filing Date	 	Application No.
	REYNOLON PLUS

	 	6-Dec-07
	 	77/345,996
	BUTCHER’S CHOICE

	 	13-Jun-08
	 	77/498,747
	CATER-TIME

	 	5-Aug-09
	 	77/797,932
	GROWER’S SELECT

	 	13-Jun-08
	 	77/498,754
	BAKER’S BEST

	 	13-Jun-08
	 	77/498,744
	REYFLEX

	 	23-Aug-10
	 	85/113803






 









 






Schedule I to

Supplement No. 13 to the

Collateral Agreement




State Trademark Registrations




None




Non-U.S. Trademark Registrations



None



Non-U.S. Trademark Applications



None



Trade Names



None



 









 





Schedule I to

Supplement No. 13 to the

Collateral Agreement




LICENSES




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




A. Copyrights




U.S. Copyrights



None



Non-U.S. Copyrights



None



 









 





Schedule I to

Supplement No. 13 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. 13 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. 13 to the

Collateral Agreement




D. Others




None




 









 








Schedule I to

Supplement No. 13 to the

Collateral Agreement




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




A. Copyrights




U.S. Copyrights



None



Non-U.S. Copyrights



None



 









 





Schedule I to

Supplement No. 13 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. 13 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. 13 to the

Collateral Agreement




D. Others




None




 









 








Schedule I to

Supplement No. 13 to the

Collateral Agreement




Schedule 10



Commercial Tort Claims



	 	 	 	 	 
	Grantor/Plaintiff	 	Defendant	 	Description
	None

	 	 	 	 






 









 






Schedule I to

Supplement No. 13 to the

Collateral Agreement




Schedule 11




Deposit Accounts




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

	 	Bank of America
	 	Lockbox
	 	[____________]
	 

	 	101 South Tryon Street	 	 	 	 
	 

	 	Charlotte, NC 28255	 	 	 	 
	 
	 	 	 	 	 	 
	Reynolds Packaging LLC

	 	Citibank
	 	Checking
	 	[____________]
	 

	 	One Penns Way	 	 	 	 
	 

	 	New Castle, DE 19720	 	 	 	 
	 
	 	 	 	 	 	 
	Reynolds Packaging LLC

	 	Citibank
	 	EFT
	 	[____________]
	 

	 	111 Wall Street	 	 	 	 
	 

	 	New York, NY 10043	 	 	 	 
	 
	 	 	 	 	 	 
	Reynolds Packaging LLC

	 	Citibank
	 	Operating
	 	[____________]
	 

	 	One Penns Way	 	 	 	 
	 

	 	New Castle, DE 19720	 	 	 	 






 









 






Schedule I to

Supplement No. 13 to the

Collateral Agreement




Schedule 12



Securities Accounts



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