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: 212-809-5459 
 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: 212-809-5459 
 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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 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]