Additional Secured Creditor Consent



 Exhibit 4.06 
 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 
 December 3, 2009 
 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 12, 2009 among Berry Plastics Escrow LLC and
Berry Plastics Escrow Corporation (collectively, the “Escrow Issuers”) and the Authorized Representative, as trustee, as supplemented by the Supplemental Indenture dated as of the date hereof, among Berry Plastics Corporation (the
“Company”), the Company’s 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 (ii) 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. 
  

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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 3rd day of December, 2009. 
  

			
	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/ 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









			
	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
	
	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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