First Supplemental Indenture - 8 1/4% first priority senior secured notes



 Exhibit 4.02 
 FIRST PRIORITY NOTES FIRST SUPPLEMENTAL INDENTURE 
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 3, 2009, among Berry Plastics Corporation, a Delaware corporation (the “Company”), the subsidiaries of the Company party hereto (the
“Note Guarantors”), Berry Plastics Escrow LLC, a Delaware limited liability company (“Escrow LLC”), Berry Plastics Escrow Corporation, a Delaware corporation (“Escrow Corp” and, together with Escrow LLC, the
“Issuers”) and U.S. Bank National Association, a national banking association, as trustee under the indenture referred to below (the “Trustee”). 
 W I T N E S S E T H : 
 WHEREAS the Issuers have heretofore
executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of November 12, 2009, providing initially for the issuance of $370,000,000 in aggregate principal amount of
the Issuer’s 8 1/4% First Priority Senior
Secured Notes due 2015 collectively, (the “Securities”); 
 WHEREAS Sections 4.18 and 9.01 of the Indenture
provide that the Issuers may execute and deliver to the Trustee a supplemental indenture pursuant to which the Company shall unconditionally assume all the Issuers’ Obligations under the Securities and the Indenture on the terms and conditions
set forth herein; 
 WHEREAS Sections 4.11 and 12.06 of the Indenture provide that under certain circumstances the Issuers are
required to cause the Note Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Note Guarantors shall unconditionally guarantee all the Issuers’ Obligations under the Securities and the Indenture
pursuant to a Guarantee on the terms and conditions set forth herein; and 
 WHEREAS pursuant to Section 9.01 of the
Indenture, the Trustee, the Issuers, the Company and the Note Guarantors are authorized to execute and deliver this Supplemental Indenture; 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Note Guarantors, the Issuers 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 recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the
term “Holders” as defined in the Indenture, the Trustee and the Notes 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 Assume Obligations. The Company hereby agrees to unconditionally assume the Issuers’ Obligations under the Securities and the Indenture on the terms and subject to the
conditions set forth in 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 the Issuers under the Indenture. 
 3. Agreement to Guarantee. The Note Guarantors hereby agree, jointly and severally, to unconditionally guarantee the
Issuers’ 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 each
perform all of the obligations and agreements of a Note Guarantor under the Indenture. 
 4. Notices. All
notices or other communications to the Company and the Note Guarantors shall be given as provided in Section 13.02 of the Indenture. 
 5. 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. 
 6. Release of Obligations of Issuers. Upon
execution of this Supplemental Indenture by the Company, the Issuers, the Note Guarantors and the Trustee, the Issuers are released and discharged from all Obligations under the Indenture and the Securities. 
 7. 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. 
 8. Trustee Makes No
Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 
 9. 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. 

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

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

					
	 BERRY PLASTICS CORPORATION

		
	By:	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary
	
	 BERRY PLASTICS ESCROW LLC

		
	 By:
	 	Berry Plastics Corporation, its sole member
		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary
	
	 BERRY PLASTICS ESCROW CORPORATION

		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary


  

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	 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



  

					
	By:	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Vice President and Assistant Secretary


  

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	 COVALENCE SPECIALTY ADHESIVES LLC

	 By:
	 	BERRY PLASTICS CORPORATION,
		 	        its sole member
		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary
	
	 COVALENCE SPECIALTY COATINGS LLC

	 By:
	 	BERRY PLASTICS CORPORATION,
		 	        its sole member
		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary
	
	 AEROCON, LLC

	 By:
	 	BERRY PLASTICS CORPORATION,
		 	        its sole member and manager
		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary
	
	 BERRY IOWA, LLC

	 By:
	 	BERRY PLASTICS CORPORATION,
		 	        its sole member and manager
		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary
	
	 BERRY PLASTICS DESIGN, LLC

	 By:
	 	BERRY PLASTICS CORPORATION,
		 	        its sole member and manager
		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary


  

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	POLY-SEAL, LLC
	By: BERRY PLASTICS CORPORATION,
		 		 	        its sole member and manager
			
	By:	 		 	 /s/ Jeffrey D. Thompson

		 		 	Name: Jeffrey D. Thompson
		 		 	Title: Executive Vice President and Assistant Secretary
	
	KERR GROUP, LLC
	By: BERRY PLASTICS CORPORATION,
		 		 	        its sole member and manager
			
	By:	 		 	 /s/ Jeffrey D. Thompson

		 		 	Name: Jeffrey D. Thompson
		 		 	Title: Executive Vice President and Assistant Secretary
	
	SAFFRON ACQUISITION, LLC
	By: KERR GROUP, LLC,
	        its sole member and manager



							
		 	By: BERRY PLASTICS CORPORATION,
		 		 	        its sole member and manager



			
		
	By:	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary



							
	
	SUN COAST INDUSTRIES, LLC
	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/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary


  

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	 LANDIS PLASTICS, LLC

	 By:
	 	 BERRY PLASTICS CORPORATION,
its sole member and manager

		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary
	
	 SETCO, LLC

	 By:
	 	 KERR GROUP, LLC,
its sole member

		 	 By:
	 	 BERRY PLASTICS CORPORATION,
its sole member and manager

		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary
	
	 TUBED PRODUCTS, LLC

	By:	 	 KERR GROUP, LLC
its sole member

		 	 By:
	 	 BERRY PLASTICS CORPORATION,
its sole member and manager

		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary
	
	 GRAFCO INDUSTRIES LIMITED PARTNERSHIP

	 By:
	 	 Caplas Neptune, LLC
its General Partner

		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Vice President and Assistant Secretary
	
	 BERRY PLASTICS ACQUISITION CORPORATION XV, LLC

	 By:
	 	 BERRY PLASTICS CORPORATION,
its sole member

		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary


  

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	 PLIANT CORPORATION

		
	 By:
	 	 /s/ Jeffrey D. Thompson

	Name: Jeffrey D. Thompson
	Title: Executive Vice President and Assistant Secretary
	
	 PLIANT CORPORATION INTERNATIONAL

		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary
	
	 PLIANT FILM PRODUCTS OF MEXICO, INC.

		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary
	
	 PLIANT PACKAGING OF CANADA, LLC

		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary
	
	 UNIPLAST HOLDINGS, INC.

		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary
	
	 UNIPLAST U.S., INC.

		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary
	
	 PLIANT PACKAGING OF CANADA, LLC

		
	 By:
	 	PLIANT CORPORATION, its sole member
		
	 By:
	 	 /s/ Jeffrey D. Thompson

		 	Name: Jeffrey D. Thompson
		 	Title: Executive Vice President and Assistant Secretary


  

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	U.S. BANK NATIONAL ASSOCIATION,
	as Trustee
		
	By:	 	 /s/ Thomas E. Tabor

		 	Name: Thomas E. Tabor
		 	Title: Vice President


  

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