exv4w13w16






EXHIBIT 4.13.16




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. 17 (this “Supplement”) dated as of
November 16, 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 and as further
amended by Amendment No. 3 and Incremental Term Loan Assumption Agreement dated as of
September 30, 2010 (as further 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, 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 “2009 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 “2009 Indenture Trustee”), principal paying agent, transfer agent and
registrar, (c) the Indenture dated as of October 15, 2010 (as amended, extended,
restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise
modified from time to time, the “2010 Senior Secured Note Indenture”), among RGHL US Escrow
I LLC, RGHL US Escrow Inc. and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New
York Mellon, as trustee (in such capacity, the “2010 Indenture Trustee”), principal paying
agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited,
as additional collateral agent, and The Bank of New York Mellon, London Branch, as paying
agent, and (d) 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 further
amended, novated, supplemented, restated or modified from time to time, the “First Lien
Intercreditor Agreement”), among the Collateral Agent, the 2009 Indenture Trustee, the 2010
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.




     D. 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 Exhibit A to the Collateral Agreement. 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.




     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 Schedules 1 through 12 attached hereto are true and correct schedules 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 Delaware.



 









 






     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.



	 	 	 	 	 	 	 

	 	 	PACTIV FACTORING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Mark J. Dunkley
 

Name: Mark J. Dunkley
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 

	 	 	 	Address: 1900 W. Field Court, Lake Forest, IL 60045	 	 
	 

	 	 	 	Legal Name: Pactiv Factoring LLC	 	 
	 

	 	 	 	Jurisdiction of Formation: Delaware	 	 






[Signature Page to Supplement to Collateral Agreement of Pactiv Factoring LLC]




 









 








	 	 	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON, as	 	 
	 	 	Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Catherine F. Donohue
 

Name: Catherine F. Donohue
	 	 
	 

	 	 	 	Title: Vice President	 	 






[Signature Page to Supplement to Collateral Agreement of Pactiv Factoring LLC]




 









 








Schedule 1 to

Supplement No. 17 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
	Pactiv Factoring LLC
	 	N/A	 	N/A








 









 








Schedule 2(a) to

Supplement No. 17 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)
	Pactiv Factoring LLC

	 	Delaware
	 	limited liability company
	 	3286671
	 	1900 West Field Court

Lake Forest, IL 60045

(Lake County)








 









 








Schedule 2(b) to

Supplement No. 17 to the

Collateral Agreement




Schedule 2(b)




Location of Other Persons that Possess Collateral



None.






 









 








Schedule 5 to

Supplement No. 17 to the

Collateral Agreement




Schedule 5




UCC Filings



	 	 	 
	Grantor	 	UCC Filing Office/County Recorder’s Office
	Pactiv Factoring LLC
	 	Delaware Secretary of State








 









 








Schedule 6 to

Supplement No. 17 to the

Collateral Agreement




Schedule 6




Stock Ownership and Other Equity Interests



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate	 	Number of	 	Percentage of
	Grantor	 	Issuer	 	Number	 	Equity Interests	 	Ownership
	Pactiv Factoring LLC
	 	Pactiv RSA LLC	 	 	N/A	 	 	 	N/A	 	 	 	100	%
	 
	 	Pactiv Retirement Administration LLC	 	 	N/A	 	 	 	N/A	 	 	 	100	%








 









 








Schedule 7 to

Supplement No. 17 to the

Collateral Agreement




Schedule 7




Debt Instruments



None.






 









 








Schedule 8 to

Supplement No. 17 to the

Collateral Agreement




Schedule 8




Mortgaged Property and Mortgage Filings



None.






 









 








Schedule 9(a) to

Supplement No. 17 to the

Collateral Agreement




Schedule 9(a)




Intellectual Property



Copyrights and Copyright Applications



None.






 









 








Schedule 9(b) to

Supplement No. 17 to the

Collateral Agreement




Schedule 9(b)




Intellectual Property



Patents and Patent Applications



None.






 









 








Schedule 9(c) to

Supplement No. 17 to the

Collateral Agreement




Schedule 9(c)




Intellectual Property



Trademarks and Trademark Applications



None.






 









 








Schedule 9(c) to

Supplement No. 17 to the

Collateral Agreement




LICENSES




None.






 









 








Schedule 10 to

Supplement No. 17 to the

Collateral Agreement




Schedule 10




Commercial Tort Claims



None.






 









 








Schedule 11 to

Supplement No. 17 to the

Collateral Agreement




Schedule 11




Deposit Accounts



None.






 









 








Schedule 12 to

Supplement No. 17 to the

Collateral Agreement




Schedule 12




Securities Accounts



	 	 	 	 	 	 	 	 	 
	 	 	Transfer Agent	 	 	 	 
	Grantor	 	(including address)	 	Type of Account	 	Account Number
	Pactiv Factoring LLC

	 	Boston Financial Data Services, Inc.

2000 Crown Colony Drive

Quincy, MA 02169

Attention: Chris Garnett
	 	Cash equivalent

account for

overnight

investments
	 	[__________]	 
	 
	 	 	 	 	 	 	 	 
	 

	 	for and on behalf of	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Prime Obligations Fund,
a series of the Money
Market Obligations
Trust