exv4w23






EXHIBIT 4.23





     COPYRIGHT SECURITY AGREEMENT dated as of November 5, 2009 (this
“Agreement”), among the grantors listed on Schedule I
hereto (the “U.S Grantors”) and The Bank of New York Mellon, as
collateral agent (in such capacity, the “Collateral Agent”).


          Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended,
restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to
time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”),
Reynolds Consumer Products Holdings Inc. (the “U.S. Term Borrower” and, together with RGHI,
the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the
U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”),
Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the
“Issuers”), the Subsidiaries of Reynolds Group Holdings Limited (“Holdings”) from
time to time party thereto and the Collateral Agent, (b) 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 lenders from time to time
party thereto (the “Lenders”) and Credit Suisse, as administrative agent, and (c) 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 Issuers, Reynolds Group Issuer (Luxembourg) S.A., the Note
Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying
agent, transfer agent and registrar. The Lenders have agreed to extend credit to the Borrowers
pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The Senior
Secured Note Holders have agreed to extend credit to the Issuers pursuant to, and upon the terms
and conditions specified in, the Senior Secured Note Indenture. The parties hereto agree as
follows:


          SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined
herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction
specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.


          SECTION 2. Grant of Security Interest. Each U.S. Grantor hereby assigns and pledges
to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the
Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns,
for the ratable benefit of the Secured Parties, a Security Interest in all of such U.S. Grantor’s
right, title or interest in, to and under all of the Copyrights of such U.S. Grantor (including
those listed on Schedule II hereto) now owned or at any time hereafter acquired by such
U.S. Grantor or in which such U.S. Grantor now has or at any time in the future may acquire any
right, title or interest as security for the payment or performance, as the case may be, in full of
the Obligations.


          SECTION 3. Purpose. This Agreement has been executed and delivered by the parties
hereto for the purpose of recording the grant of the Security Interest with



 









 








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the United States
Copyright Office. This Agreement is expressly subject to the terms and conditions set forth in the
Collateral Agreement.



          SECTION 4. Collateral Agreement. The U.S. Grantors hereby acknowledge and affirm
that the rights and remedies of the Collateral Agent with respect to the Copyrights are more fully
set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated
herein by reference as if fully set forth herein. In the event of any conflict between the terms
of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.


          SECTION 5. Counterparts. This Agreement 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. Delivery of an executed
signature page to this Agreement by facsimile transmission or other customary means of electronic
transmission shall be effective as delivery of a manually signed counterpart of this Agreement.



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          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 	 	 

	 	 	REYNOLDS CONSUMER PRODUCTS INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Helen Dorothy Golding
 

Title: Assistant Secretary
	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS FOIL INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Helen Dorothy Golding
 

Title: Assistant Secretary
	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON, as	 	 
	 	 	Collateral Agent,	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Catherine F. Donahue
 

Title: Vice President
	 	 






[Signature Page to Copyright Security Agreement]





 









 








Schedule I




U.S. Grantors



Reynolds Consumer Products Inc.

Reynolds Foil Inc.



 









 





Schedule II




Copyrights