Exhibit 4.1B


 


SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”) dated as of February 11, 2016, among the companies set forth on Schedule
I hereto (each of the foregoing entities, a “New Subsidiary Guarantor” and collectively, the “New
Subsidiary Guarantors”), each of which is an indirect Restricted Subsidiary of Berry Plastics Corporation, a Delaware
corporation (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee
under the indenture referred to below (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, Berry Plastics
Escrow Corporation (the “Escrow Issuer”) and the Trustee have heretofore executed and delivered to the
Trustee an indenture dated as of October 1, 2015 (as amended, supplemented or otherwise modified, the “Indenture”),
providing initially for the issuance of $400,000,000 in aggregate principal amount of the Escrow Issuer’s 6.000% Second Priority
Senior Secured Notes due 2022 (the “Securities”);


 


WHEREAS, pursuant to
a Supplemental Indenture dated as of October 1, 2015, the Issuer assumed the obligations of the Escrow Issuer under the Indenture
and the Securities and the Parent Guarantor and the existing Subsidiary Guarantors guaranteed the Issuer’s obligations under
the Indenture and the Securities;


 


WHEREAS, in connection
with the acquisition by the Issuer of AVINTIV Inc., a Delaware corporation and a direct Restricted Subsidiary of the Issuer (“AVINTIV”),
Berry Plastics Acquisition Corporation IX (“Berry Acquisition”), an existing Subsidiary Guarantor, has
merged with and into AVINTIV, with AVINTIV as the survivor, with the result that AVINTIV is a Restricted Subsidiary of the Issuer;
and


 


WHEREAS, in connection
with the acquisition by the Issuer of AVINTIV, the New Subsidiary Guarantors which are Restricted Subsidiaries that are Domestic
Subsidiaries of AVINTIV are required to become Subsidiary Guarantors pursuant to Sections 4.11 and 12.06 of the Indenture
pursuant to a supplemental indenture, and Section 9.01(v) of the Indenture provides that such supplemental indenture may
be entered into without the consent of the Holders.


 


NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each New Subsidiary
Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:


 


1.          Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used
herein as therein defined, except that the term “Holders” in this Subsidiary Guarantee shall refer to the term “Holders”
as defined in the Indenture, the Trustee and the Collateral Agent acting on behalf of and for the benefit of such Holders. The
words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.


 




     


     


    

 


2.          Agreement
to Guarantee. Each New Subsidiary Guarantor hereby agrees, jointly and severally with all existing Subsidiary Guarantors, to
unconditionally guarantee the Issuer’s Obligations under the Securities and the Indenture on the terms and subject to the
conditions set forth in Article 12 of the Indenture and to be bound by all other applicable provisions of the Indenture
and the Securities and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.


 


3.          Notices.
All notices or other communications to each New Subsidiary Guarantor shall be given as provided in Section 13.02 of the
Indenture.


 


4.          Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated
and delivered shall be bound hereby.


 


5.          Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


6.          Trustee
Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but on the terms and conditions set
forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee.
Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect
to any of the recitals or statements contained herein, or for or with respect to (i) the validity or sufficiency of this Supplemental
Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer by action or otherwise,
(iii) the due execution hereof by the Issuer or (iv) the consequences of any amendment herein provided for, and the Trustee makes
no representation with respect to any such matters.


 


7.          Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


 


8.          Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.


 


[Signature pages follow]


 




    	 	2	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	FIBERWEB GEOS, INC.	 
	 	FIBERWEB HOLDINGS, INC.	 
	 	FIBERWEB, INC.	 
	 	FIBERWEB INDUSTRIAL TEXTILES 

CORPORATION	 
	 	FIBERWEB USA HOLDINGS, INC.	 
	 	FIBERWEB WASHOUGAL, INC.	 
	 	OLD HICKORY STEAMWORKS, LLC	 
	 	PRISTINE BRANDS CORPORATION	 
	 	PROVIDENCIA USA, INC., each as a 

    New Subsidiary Guarantor	 
	 	 	 	 
	 	By:	/s/ Jason K. Greene	 
	 	 	Name: Jason K. Greene	 
	 	 	Title: Executive Vice President, General Counsel and Secretary	 


 




     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 	 	 
	 	By:	/s/ Beverly A. Freeney
	 	 	 	Name:	Beverly A. Freeney
	 	 	 	Title:	Vice President


 




     


     


    

 


SCHEDULE I


 


NEW SUBSIDIARY GUARANTORS


 


		·	Fiberweb Geos, Inc.



 


		·	Fiberweb Holdings, Inc.



 


		·	Fiberweb, Inc.



 


		·	Fiberweb Industrial Textiles Corporation



 


		·	Fiberweb USA Holdings, Inc.



 


		·	Fiberweb Washougal, Inc.



 


		·	Old Hickory Steamworks, LLC



 


		·	Pristine Brands Corporation



 


		·	Providencia USA, Inc.