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: 212-809-5459







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: 212-809-5459







 


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]