ADDITIONAL SECURED CREDITOR CONSENT
EX-4.02 2 exh402.htm EXHIBIT 4.02 exh402.htm
ADDITIONAL SECURED CREDITOR CONSENT
U.S. BANK NATIONAL ASSOCIATION
100 Wall Street, Suite 1600
New York, NY 10005
Attention: Corporate Trust Services
Facsimile: 212 ###-###-####
April 30, 2010
Attn: Jeff Thompson
Berry Plastics Corporation
101 Oakley Street
Evansville, IN 47710
The undersigned is the trustee (the “Authorized Representative”) for persons wishing to become “Secured Parties” (the “New Secured Parties”) under the Collateral Agreement dated as of September 20, 2006 (as heretofore amended and/or supplemented, the “Collateral Agreement” (terms used without definition herein have the meanings assigned to such term by the Collateral Agreement)) among BERRY PLASTICS CORPORATION (as successor to Berry Plastics Holdings Corporation, the “Issuer”), each subsidiary of the Issuer identified therein as a party (each, a “Subsidiary Party”) and U.S. BANK NATIONAL ASSOCIATION, as successor to Wells Fargo Bank, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
In consideration of the foregoing, the undersigned hereby:
(i) represents that the Authorized Representative has been authorized by the New Secured Parties to become a party to the Collateral Agreement on behalf of the New Secured Parties under that certain Indenture dated as of April 30, 2010 among the Issuer, its subsidiaries named therein and the Authorized Representative, as trustee (as amended, restated, supplemented or otherwise modified from time to time, the “New Secured Obligation”) and to act as the Authorized Representative for the New Secured Parties;
(ii) acknowledges that the New Secured Parties have received a copy of the Collateral Agreement;
(iii) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and on behalf of all other Secured Parties and to exercise such powers under the Collateral Agreement as are delegated to the Collateral Agent by the terms thereof, together with all such powers as are reasonably incidental thereto; and
(iv) accepts and acknowledges the terms of the Collateral Agreement applicable to it and the New Secured Parties and agrees to serve as Authorized Representative for the New Secured Parties with respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms hereof applicable to holders of Other Second-Lien Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions thereof as fully as if it had been a Secured Party on the effective date of the Collateral Agreement.
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The Collateral Agent, by acknowledging and agreeing to this Additional Secured Creditor Consent, accepts the appointment set forth in clause (iii) above.
The name and address of the Authorized Representative for purposes of Section 6.01 of the Collateral Agreement are as follows:
U.S. Bank National Association
100 Wall Street, Suite 1600
New York, NY 10005
Attention: Corporate Trust Services
Facsimile: 212 ###-###-####
THIS ADDITIONAL SECURED PARTY CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the undersigned has caused this Additional Secured Party Consent to be duly executed by its authorized officer as of the 30th day of April, 2010.
U.S. BANK NATIONAL ASSOCIATION,
as Authorized Representative
By: _________________________________
Name:
Title:
Acknowledged and Agreed:
U.S. BANK NATIONAL ASSOCIATION,
as Collateral Agent
By: _________________________________
Name:
Title:
BERRY PLASTICS CORPORATION
By: _________________________________
Name:
Title:
[Signature Page to Additional Secured Creditor Consent]
BERRY PLASTICS TECHNICAL SERVICES, INC.
BERRY STERLING CORPORATION
CARDINAL PACKAGING, INC.
CPI HOLDING CORPORATION
KNIGHT PLASTICS, INC.
PACKERWARE CORPORATION
PESCOR, INC.
VENTURE PACKAGING, INC.
VENTURE PACKAGING MIDWEST, INC.
BERRY PLASTICS ACQUISITION CORPORATION III
BERRY PLASTICS ACQUISITION CORPORATION V
BERRY PLASTICS OPCO, INC.
BERRY PLASTICS ACQUISITION CORPORATION VIII
BERRY PLASTICS ACQUISITION CORPORATION IX
BERRY PLASTICS ACQUISITION CORPORATION X
BERRY PLASTICS ACQUISITION CORPORATION XI
BERRY PLASTICS ACQUISITION CORPORATION XII
BERRY PLASTICS ACQUISITION CORPORATION XIII
ROLLPAK ACQUISITION CORPORATION
ROLLPAK CORPORATION
CAPTIVE HOLDINGS, INC.
CAPTIVE PLASTICS, INC.
CAPLAS NEPTUNE, LLC
CAPLAS LLC,
each as a Guarantor
By: _________________________________
Name:
Title:
[Signature Page to Additional Secured Creditor Consent]
COVALENCE SPECIALTY ADHESIVES LLC, as a Guarantor
By: BERRY PLASTICS CORPORATION,
its sole member
By: _________________________________
Name:
Title:
COVALENCE SPECIALTY COATINGS LLC, as a Guarantor
By: BERRY PLASTICS CORPORATION,
its sole member
By: _________________________________
Name:
Title:
AEROCON, LLC, as a Guarantor
By: BERRY PLASTICS CORPORATION,
its sole member and manager
By: _________________________________
Name:
Title:
BERRY IOWA, LLC, as a Guarantor
By: BERRY PLASTICS CORPORATION,
its sole member and manager
By: _________________________________
Name:
Title:
BERRY PLASTICS DESIGN, LLC, as a Guarantor
By: BERRY PLASTICS CORPORATION,
its sole member and manager
By: _________________________________
Name:
Title:
[Signature Page to Additional Secured Creditor Consent]
POLY-SEAL, LLC, as a Guarantor
By: BERRY PLASTICS CORPORATION,
its sole member and manager
By: _________________________________
Name:
Title:
KERR GROUP, LLC, as a Guarantor
By: BERRY PLASTICS CORPORATION,
its sole member and manager
By: _________________________________
Name:
Title:
SAFFRON ACQUISITION, LLC, as a Guarantor
By: KERR GROUP, LLC,
its sole member and manager
By: BERRY PLASTICS CORPORATION,
its sole member and manager
By: _________________________________
Name:
Title:
SUN COAST INDUSTRIES, LLC, as a Guarantor
By: SAFFRON ACQUISITION, LLC,
its sole member and manager
By: KERR GROUP, LLC,
its sole member and manager
By: BERRY PLASTICS CORPORATION,
its sole member and manager
By: _________________________________
Name:
Title:
[Signature Page to Additional Secured Creditor Consent]
SETCO, LLC, as a Guarantor
By: KERR GROUP, LLC,
its sole member
By: BERRY PLASTICS CORPORATION,
its sole member and manager
By: ________________________________
Name:
Title:
GRAFCO INDUSTRIES LIMITED PARTNERSHIP,
as a Guarantor
By: Caplas Neptune, LLC
its General Partner
By: ________________________________
Name:
Title:
BERRY PLASTICS ACQUISITION CORPORATION XV,
LLC, as a Guarantor
By: BERRY PLASTICS CORPORATION, , as a Guarantor
its sole member
By: _________________________________
Name:
Title:
PLIANT CORPORATION, as a Guarantor
By: _________________________________
Name:
Title:
PLIANT CORPORATION INTERNATIONAL,
as a Guarantor
By: _________________________________
Name:
Title:
[Signature Page to Additional Secured Creditor Consent]
PLIANT FILM PRODUCTS OF MEXICO, INC.,
as a Guarantor
By: _________________________________
Name:
Title:
PLIANT PACKAGING OF CANADA, LLC,
as a Guarantor
By: _________________________________
Name:
Title:
UNIPLAST HOLDINGS INC., as a Guarantor
By: _________________________________
Name:
Title:
UNIPLAST U.S., INC., as a Guarantor
By: _________________________________
Name:
Title:
SUPERFOS PACKAGING, INCORPORATED,
as a Guarantor
By: _________________________________
Name:
Title:
[Signature Page to Additional Secured Creditor Consent]
