exv4w13w24









EXHIBIT 4.13.24



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. 25 (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 corporation duly organized 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.



	 	 	 	 	 
	 	PWP HOLDINGS, INC.

 	 
	 	By  	/s/ Mark J. Dunkley
 	 
	 	 	Name:  	Mark J. Dunkley  	 
	 	 	Title:  	Vice President 	 
	 	 	Address: 1900 W. Field Court,

Lake Forest, IL 60045

Legal Name: PWP Holdings, Inc.

Jurisdiction of Formation: Delaware 	 
	 



[Signature Page to Supplement to Collateral Agreement of PWP Holdings, Inc.]









 









 








	 	 	 	 	 
	 	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 PWP Holdings, Inc.]





 









 





Schedule 1 to

Supplement No. 25 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
	PWP Holdings, Inc.

	 	N/A
	 	PWP Acquisition
Corp. merged with
and into PWP
Holdings, Inc. on
April 1, 2010






 









 





Schedule 2(a) to

Supplement No. 25 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)
	PWP Holdings, Inc.

	 	Delaware
	 	corporation
	 	 	4186079	 	 	1900 West Field Court

Lake Forest, IL 60045

(Lake County)






 









 





Schedule 2(b) to

Supplement No. 25 to the

Collateral Agreement




Schedule 2(b)




Location of Other Persons that Possess Collateral


None.




 









 





Schedule 5 to

Supplement No. 25 to the

Collateral Agreement




Schedule 5




UCC Filings



	 	 	 
	Grantor	 	UCC Filing Office/County Recorder’s Office
	PWP Holdings, Inc.

	 	Delaware Secretary of State







 











 





Schedule 6 to

Supplement No. 25 to the

Collateral Agreement




Schedule 6




Stock Ownership and Other Equity Interests



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number of Equity	 	Percentage of
	Grantor    	 	Issuer	 	Certificate Number	 	Interests	 	Ownership
	PWP Holdings, Inc.

	 	PWP Industries, Inc.
	 	 	1	 	 	 	1,000	 	 	 	100	%






 









 






Schedule 7 to

Supplement No. 25 to the

Collateral Agreement




Schedule 7




Debt Instruments


None.









 









 








Schedule 8 to

Supplement No. 25 to the

Collateral Agreement




Schedule 8




Mortgaged Property and Mortgage Filings



None.










 









 








Schedule 9(a) to

Supplement No. 25 to the

Collateral Agreement




Schedule 9(a)




Intellectual Property



Copyrights and Copyright Applications


None.









 









 








Schedule 9(b) to

Supplement No. 25 to the

Collateral Agreement




Schedule 9(b)




Intellectual Property



Patents and Patent Applications


None.









 









 








Schedule 9(c) to

Supplement No. 25 to the

Collateral Agreement




Schedule 9(c)




Intellectual Property



Trademarks and Trademark Applications


None.











 









 








Schedule 9(c) to

Supplement No. 25 to the

Collateral Agreement




LICENSES



None.









 









 








Schedule 10 to

Supplement No. 25 to the

Collateral Agreement




Schedule 10




Commercial Tort Claims


None.









 









 








Schedule 11 to

Supplement No. 25 to the

Collateral Agreement




Schedule 11




Deposit Accounts


None.









 









 








Schedule 12 to

Supplement No. 25 to the

Collateral Agreement




Schedule 12




Securities Accounts


None.