ADDITIONAL SECURED CREDITOR CONSENT

EX-4.04 5 dex404.htm ADDITIONAL SECURED CREDITOR CONSENT Additional Secured Creditor Consent

Exhibit 4.04

EXECUTION VERSION

ADDITIONAL SECURED CREDITOR CONSENT

U.S. BANK NATIONAL ASSOCIATION

100 Wall Street, Suite 1600

New York, NY 10005

Attention: Corporate Trust Services

Facsimile: 212 ###-###-####

November 19, 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 November 19, 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.

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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EXECUTION VERSION

 

IN WITNESS WHEREOF, the undersigned has caused this Additional Secured Party Consent to be duly executed by its authorized officer as of the 19th day of November, 2010.

 

U.S. BANK NATIONAL ASSOCIATION,
as Authorized Representative
By:  

/s/ Thomas E. Tabor

  Name:   Thomas E. Tabor
  Title:   Vice President

Acknowledged and Agreed:

 

U.S. BANK NATIONAL ASSOCIATION,
as Collateral Agent
By:  

/s/ Thomas E. Tabor

  Name:   Thomas E. Tabor
  Title:   Vice President
BERRY PLASTICS CORPORATION
By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President, Treasurer and Controller

[Signature Page to Additional Secured Creditor Consent]


EXECUTION VERSION

 

BERRY PLASTICS TECHNICAL SERVICES, INC.
BERRY STERLING CORPORATION
CARDINAL PACKAGING, INC.
CPI HOLDING 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
CAPLAS NEPTUNE, LLC

CAPLAS LLC,

each as a Guarantor

By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President and Treasurer

[Signature Page to Additional Secured Creditor Consent]


COVALENCE SPECIALTY ADHESIVES LLC, as a Guarantor
By:   BERRY PLASTICS CORPORATION,
 

its sole member

By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President, Treasurer and Controller
COVALENCE SPECIALTY COATINGS LLC, as a Guarantor
By:   BERRY PLASTICS CORPORATION,
 

its sole member

By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President, Treasurer and Controller
AEROCON, LLC, as a Guarantor
By:   BERRY PLASTICS CORPORATION,
 

its sole member and manager

By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President, Treasurer and Controller
BERRY IOWA, LLC, as a Guarantor
By:   BERRY PLASTICS CORPORATION,
 

its sole member and manager

By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President, Treasurer and Controller
BERRY PLASTICS DESIGN, LLC, as a Guarantor
By:   BERRY PLASTICS CORPORATION,
 

its sole member and manager

By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President, Treasurer and Controller

[Signature Page to Additional Secured Creditor Consent]


POLY-SEAL, LLC, as a Guarantor
By:   BERRY PLASTICS CORPORATION,
 

its sole member and manager

By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President, Treasurer and Controller
KERR GROUP, LLC, as a Guarantor
By:   BERRY PLASTICS CORPORATION,
 

its sole member and manager

By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President, Treasurer and Controller
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:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President, Treasurer and Controller
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:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President, Treasurer and Controller

[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:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President, Treasurer and Controller

GRAFCO INDUSTRIES LIMITED PARTNERSHIP,

as a Guarantor

By:   CAPLAS NEPTUNE, LLC
 

its General Partner

By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President and Treasurer

BERRY PLASTICS ACQUISITION CORPORATION XV,
LLC, as a Guarantor

By:  

BERRY PLASTICS CORPORATION,

 

its sole member

By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President, Treasurer and Controller

PLIANT CORPORATION INTERNATIONAL,

as a Guarantor

By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President and Treasurer

PLIANT FILM PRODUCTS OF MEXICO, INC.,

as a Guarantor

By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President and Treasurer

[Signature Page to Additional Secured Creditor Consent]


PLIANT PACKAGING OF CANADA, LLC,
as a Guarantor
By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President and Treasurer
UNIPLAST U.S., INC., as a Guarantor
By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President and Treasurer

BERRY PLASTICS SP, INC.,

as a Guarantor

By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President and Treasurer
PLIANT, LLC, as a Guarantor
By:   BERRY PLASTICS CORPORATION,
  its manager
By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President, Treasurer and Controller
UNIPLAST HOLDINGS, LLC, as a Guarantor
By:   PLIANT, LLC,
 

its manager

    By: BERRY PLASTICS CORPORATION,
 

its manager

By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President, Treasurer and Controller
KNIGHT PLASTICS, LLC, as a Guarantor

[Signature Page to Additional Secured Creditor Consent]


By:   BERRY PLASTICS SP, INC.,
  its manager
By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President and Treasurer
PACKERWARE, LLC, as a Guarantor
By:   BERRY PLASTICS SP, INC.,
  its manager
By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President and Treasurer
CAPTIVE PLASTICS, LLC, as a Guarantor
By:   BERRY PLASTICS SP, INC.,
  its manager
By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President and Treasurer
CAPTIVE PLASTICS HOLDINGS, LLC, as a Guarantor
By:   BERRY PLASTICS SP, INC.,
  its manager
By:  

/s/ Mark Miles

  Name:   Mark Miles
  Title:   Executive Vice President and Treasurer

[Signature Page to Additional Secured Creditor Consent]