exv4w13w29

Exhibit 4.13.29

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SUPPLEMENT NO. 30 (this “Supplement”) dated as of September 8, 2011 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”), PACTIV CORPORATION, a corporation organized under the laws of the state of Delaware (“Pactiv”), 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 and Pactiv, 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 Second Amended and Restated Credit Agreement dated as of August 9, 2011 (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, 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 collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (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 I Inc., RGHL Escrow Issuer (Luxembourg) I S.A., The Bank of New York Mellon, as trustee (in such capacity, the “2010 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (d) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2011 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “2011 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (e) the Indenture dated as of August 9, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “New 2011 Senior Secured Note Indenture”) among RGHL US Escrow II LLC, RGHL US Escrow II Inc., The Bank of New York Mellon, as trustee (in such capacity, the “New 2011 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, and (f) 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 2011 Indenture Trustee, the New 2011 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 the State of Delaware.

SECTION 11. The New U.S. Subsidiary hereby expressly assumes all obligations of Bucephalas Acquisition Corp. under that certain Supplement No. 29 to the Collateral Agreement, dated as of August 19, 2011 between Bucephalas Acquisition Corp. and the Collateral Agent.

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.


GRAHAM PACKAGING COMPANY INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Assistant Secretary


		Address:	2401 Pleasant Valley Road York, PA 17402


		Legal Name:	Graham Packaging Company Inc. 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

[Signature Page to Supplement No. 30 to Collateral Agreement]

Schedule 1 to
Supplement No. 30 to the
Collateral Agreement

Schedule 1

Names


	Other Legal Names Within the Past 5 years	Change in Identity or Corporate
Grantor’s Exact Legal Name	(including date of change)	Structure Within the Past 5 years
Graham Packaging Company Inc.	BMP Graham Holdings Corporation (December 10, 2009)	None

Schedule 2(a) to
Supplement No. 30 to the
Collateral Agreement

Schedule 2(a)

Jurisdictions and Locations


			Organizational
			Identification	Chief Executive Office or Registered
	Jurisdiction of	Form of	Number	Office Address
Grantor	Organization	Organization	(if any)	(including county)
Graham Packaging Company Inc.	Delaware	Corporation	2817340	2401 Pleasant Valley Road, York, PA 17402

Schedule 2(b) to
Supplement No. 30 to the
Collateral Agreement

Schedule 2(b)

Location of Other Persons that Possess Collateral


		Names and Addresses of Other Persons that Possess any
Grantor		Collateral (including county)
		None

Schedule 5 to
Supplement No. 30 to the
Collateral Agreement

Schedule 5

UCC Filings


Grantor		UCC Filing Office/County Recorder’s Office
Graham Packaging Company Inc.		Delaware Secretary of State
		Department of Corporations
		Uniform Commercial Code Division
		401 Federal Street
		Dover, DE 19901

Schedule 6 to
Supplement No. 30 to the
Collateral Agreement

Schedule 6

Stock Ownership and Other Equity Interests


		Certificate	Number of	Percentage of
Grantor	Issuer	Number	Equity Interests	Ownership
Graham Packaging Company Inc.	BCP/Graham Holdings L.L.C.	N/A	N/A	100%
Graham Packaging Company Inc.	GPC Holdings LLC	N/A	N/A	100%
Graham Packaging Company Inc.	Graham Packaging Holdings Company	N/A	N/A	90.48%

Schedule 7 to
Supplement No. 30 to the
Collateral Agreement

Schedule 7

Debt Instruments


Grantor	Creditor	Debtor	Type	Amount
None	None	None	None	None

Schedule 8 to
Supplement No. 30 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	None	None	None	None

Schedule 9(a) to
Supplement No. 30 to the
Collateral Agreement

Schedule 9(a)

Intellectual Property

Copyrights and Copyright Applications

COPYRIGHTS OWNED BY GRAHAM PACKAGING COMPANY INC.

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 9(b) to
Supplement No. 30 to the
Collateral Agreement

Schedule 9(b)

Intellectual Property

Patents and Patent Applications

PATENTS OWNED BY GRAHAM PACKAGING COMPANY INC.

U.S. Patents

None.

U.S. Patent Applications

None.

Non-U.S. Patents

None.

Non-U.S. Patent Applications

None.

Schedule 9(c) to
Supplement No. 30 to the
Collateral Agreement

Schedule 9(c)

Intellectual Property

Trademarks and Trademark Applications

TRADEMARK/TRADE NAMES OWNED BY GRAHAM PACKAGING COMPANY INC.

U.S. Trademark Registrations

None.

U.S. Trademark Applications

None.

State Trademark Registrations

None.

Non-U.S. Trademark Registrations

None.

Non-U.S. Trademark Applications

None.

Trade Names

None.

Schedule 9(c) to
Supplement No. 30 to the
Collateral Agreement

LICENSES

I. Licenses/Sublicenses of Graham Packaging Company Inc. as Licensor/Sublicensor on Date Hereof

A. Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B. Patents

U.S. Patents

None.

U.S. Patent Applications

None.

Non-U.S. Patents

None.

Non-U.S. Patent Applications

None.

C. Trademarks

U.S. Trademarks

None.

U.S. Trademark Applications

None.

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

Schedule 9(c) to
Supplement No. 30 to the
Collateral Agreement

D. Others

None.

II. Licenses/Sublicenses of Graham Packaging Company Inc. as Licensee/Sublicensee on Date Hereof

A. Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B. Patents

U.S. Patents

None.

U.S. Patent Applications

None

Non-U.S. Patents

None

Non-U.S. Patent Applications

None

U.S. Trademarks

None

U.S. Trademark Applications

None

Non-U.S. Trademarks

None

Non-U.S. Trademark Applications

Schedule 9(c) to
Supplement No. 30 to the
Collateral Agreement

None

D. Others

None

Schedule 10 to
Supplement No. 30 to the
Collateral Agreement

Schedule 10

Commercial Tort Claims


Grantor/Plaintiff	Defendant	Description
None	None	None

Schedule 11 to
Supplement No. 30 to the
Collateral Agreement

Schedule 11

Deposit Accounts


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

Schedule 12 to
Supplement No. 30 to the
Collateral Agreement

Schedule 12

Securities Accounts


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