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EXHIBIT 4.13.1



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. 1 (this “Supplement”) dated as of January
29, 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 lenders from time to
time party thereto (the “Lenders”) and 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 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, 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 Non-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 Non-U.S. Subsidiary (the “New
Non-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 Non-U.S. Subsidiary agree as follows:




     SECTION 1. In accordance with Section 5.16 of the Collateral Agreement, the New
Non-U.S. Subsidiary by its signature below becomes a Non-U.S. Grantor under the Collateral
Agreement with the same force and effect as if originally named therein as a Non-U.S.
Grantor and the New Non-U.S. Subsidiary hereby (a) agrees to all the terms and provisions
of the Collateral Agreement applicable to it as a Non-U.S. Grantor thereunder and (b)
represents and warrants that the representations and warranties made by it as a Non-U.S.
Grantor thereunder are true and correct on and as of the date hereof. In furtherance of
the foregoing, the New Non-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 Non-U.S. Subsidiary’s right,
title and interest in and to the Collateral of the New Non-U.S. Subsidiary to the extent
provided in the Collateral Agreement. Each reference to a “Grantor” and “Non-U.S. Grantor”
in the Collateral Agreement shall be deemed to include the New Non-U.S. Subsidiary. The
Collateral Agreement is hereby incorporated herein by reference.




     SECTION 2. The New Non-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 Non-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 Non-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 Non-U.S. Subsidiary, required by the Perfection Certificate 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 Non-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 Non-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 Non-U.S. Subsidiary is a limited liability company (korlátolt
felelösségü társaság) duly incorporated under the law of Hungary.



 









 






     IN WITNESS WHEREOF, the New Non-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.



	 	 	 	 	 	 	 

	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (HUNGARY) KFT.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Cindi Lefari
 

	 	 
	 

	 	 	 	Name: Cindi Lefari	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	Address: H-8000 Szekesfehervar

Berenyi UT 720199

Hungary	 	 
	 

	 	 	 	Legal Name: Closure Systems International Holdings (Hungary)

Vagyonkezelö Korlátolt Felelösségü Társaság

Jurisdiction of Formation: Hungary	 	 
	 
	 	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Collateral

Agent,	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Maksim Genkin
 

	 	 
	 

	 	 	 	Name: Maksim Genkin	 	 
	 

	 	 	 	Title: Assistant Treasurer	 	 






Signature Page to Supplement to Collateral Agreement











 









 








Collateral of the New Non-U.S. Subsidiary



EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	Percentage
	 	 	Number of	 	Registered	 	Class of	 	of Equity
	Issuer	 	Certificate	 	Owner	 	Equity Interest	 	Interests
	Closure
Systems
International
Holdings Inc.

	 	 	4	 	 	Closure Systems
International
Holdings (Hungary)
Kft.
	 	2,000 Common
	 	 	100	%






PLEDGED DEBT SECURITIES




	 	 	 	 	 	 	 
	 	 	Principal	 	 	 	 
	Issuer	 	Amount	 	Date of Note	 	Maturity Date
	None

	 	 	 	 	 	 






INTELLECTUAL PROPERTY




N/A



 









 





Schedule I to

Supplement No. 1 to the

Collateral Agreement




OTHER INFORMATION REQUIRED BY PERFECTION CERTIFICATE




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
	Closure Systems International
Holdings (Hungary)
Vagyonkezelö Korlátolt
Felelösségü Társaság

	 	None
	 	None






Schedule 2(a)




Jurisdictions and Locations



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Chief Executive Office
	 	 	 	 	 	 	Organizational	 	or Registered
	 	 	Jurisdiction of	 	Form of	 	Identification Number	 	Office Address
	Grantor	 	Organization	 	Organization	 	(if any)	 	(including county)
	Closure Systems International
Holdings (Hungary) Kft.

	 	Hungary
	 	LLC (korlátolt 
felelösségü 

társaság)
	 	07-09-15084
	 	H-8000 Szekesfehervar

Berenyi ut 72-100

Hungary






Schedule 5




UCC Filings



	 	 	 
	Grantor	 	UCC Filing Office/County Recorder’s Office
	Closure Systems International
Holdings (Hungary) Kft.

	 	District of Columbia Recorder of Deeds 

515 D Street NW, Room 202

Washington, D.C. 20001






Schedule 6




Stock Ownership and Other Equity Interests



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate	 	Number of	 	Percentage of
	Grantor	 	Issuer	 	Number	 	Equity Interests	 	Ownership
	Closure Systems
International
Holdings (Hungary)
Kft.

	 	Closure Systems
International
Holdings Inc.
	 	 	4	 	 	 	2,000	 	 	 	100	%






3









 





Schedule I to

Supplement No. 1 to the

Collateral Agreement




Schedule 7




Debt Instruments



	 	 	 	 	 	 	 	 	 
	Grantor	 	Creditor	 	Debtor	 	Type	 	Amount
	None

	 	 	 	 	 	 	 	 







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