REGISTRATION RIGHTS AGREEMENT by and among BPC Acquisition Corp. BPC Holding Corporation the subsidiaries of BPC Holding Corporation parties hereto and Deutsche Bank Securities Inc. Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. Banc...Registration Rights Agreement • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 20, 2006, by and among BPC Acquisition Corp., a Delaware corporation (“Merger Sub”), BPC Holding Corporation, a Delaware corporation (the “Company”), the subsidiaries of the Company listed on Schedule A hereto (collectively, the “Guarantors”), Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Lehman Brothers Inc., Bear, Stearns & Co. and GE Capital Markets, Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase, pursuant to the Purchase Agreement (as defined below), the 8⅞% Second Priority Senior Secured Fixed Rate Notes due 2014 (the “Fixed Rate Notes”) and the Second Priority Senior Secured Floating Rate Notes due 2014 (the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Initial Notes”) issued by Merger Sub. Upon consummation of the Acq
BPC ACQUISITION CORP. and (following the merger of BPC Acquisition Corp. with and into BPC Holding Corporation, BPC HOLDING CORPORATION, as Issuer, and certain Guarantors) 11% Senior Subordinated Notes due 2016 ________________________ INDENTURE Dated...Indenture • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • New York
INDENTURE dated as of September 20, 2006 among BPC ACQUISITION CORP., a Delaware corporation (“Merger Sub”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), and, upon execution and delivery of a supplemental indenture, BPC HOLDING CORPORATION, a Delaware corporation (the “Company”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • New York
INTERCREDITOR AGREEMENT dated as of September 20, 2006, among CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as First Lien Agent, WELLS FARGO BANK, N.A., as Trustee, BERRY PLASTICS GROUP, INC., a Delaware corporation (“Holdings”), BPC ACQUISITION CORP., a Delaware corporation which, at the time of the acquisition, will merge (the “Merger”) with and into BPC Holding Corporation, a Delaware corporation, with BPC Holding Corporation surviving such merger as the borrower under the Credit Agreement (as defined below) and the obligor under the Notes (as defined below) (the “Company”), and each Subsidiary of the Company listed on Schedule I hereto or that becomes a party hereto pursuant to Section 8.21 below.
CREDIT AGREEMENT Dated as of September 20, 2006, among BERRY PLASTICS GROUP, INC., BPC ACQUISITION CORP., (which on the Closing Date shall be merged with and into BPC Holding Corporation, with BPC Holding Corporation surviving such merger as the...Credit Agreement • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • New York
WHEREAS, affiliates of Apollo Management VI, L.P. and Graham Partners Inc. (collectively, the “Funds”) have formed Holdings and BPC Acquisition Corp. for the purpose of entering into that certain Agreement and Plan of Merger dated as of June 28, 2006 (the “Acquisition Agreement”) by and among BPC HOLDING CORPORATION (“Target”), BPC Holding Acquisition Corp and BPC Acquisition Corp., pursuant to which BPC Acquisition Corp. will merge with and into the Target, with Target surviving such merger (the “Acquisition”);
ContractEmployment Agreement • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • Indiana
EMPLOYMENT AGREEMENT dated as of September 15, 2006, between Berry Plastics Corporation, a Delaware corporation (the “Company”), and the individual listed on Schedule 1 hereto (the “Employee”).
ContractEmployment Agreement • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec
AMENDMENT TO EMPLOYMENT AGREEMENT dated as of September 13, 2006, between Berry Plastics Corporation, a Delaware corporation (the “Corporation”), and GLENN ADAM UNFRIED (the “Employee”).
GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of September 20, 2006, among BERRY PLASTICS GROUP, INC. BPC ACQUISITION CORP. (which on the Closing Date shall be merged with and into BPC Holding Corporation, with BPC Holding Corporation...Guarantee and Collateral Agreement • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • New York
GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of September 20, 2006 (this “Agreement”), among BERRY PLASTICS GROUP INC., a Delaware corporation (“Holdings”), BPC ACQUISITION CORP., a Delaware corporation, which on the Closing Date shall be merged (the “Merger”) with and into BPC Holding Corporation, a Delaware corporation, with BPC Holding Corporation surviving such merger as the borrower (the “Borrower”), upon the consummation of the Merger, each Subsidiary of the Borrower identified herein as a party (each, a “Subsidiary Party”) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for the Secured Parties (as defined below).
COLLATERAL AGREEMENT dated and effective as of September 20, 2006, among BPC ACQUISITION CORP., (which on the Closing Date shall be merged with and into BPC Holding Corporation, with BPC Holding Corporation surviving such merger as the issuer, as...Collateral Agreement • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • New York
COLLATERAL AGREEMENT dated and effective as of September 20, 2006 (this “Agreement”), among BPC ACQUISITION CORP., a Delaware corporation, which will merge (the “Merger”) with and into BPC Holding Corporation, a Delaware corporation, with BPC Holding Corporation surviving such merger as the issuer (the “Issuer”), upon consummation of the Merger, each subsidiary of the Issuer identified herein as a party (each, a “Subsidiary Party”) and WELLS FARGO BANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
BERRY PLASTICS GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • Delaware
WHEREAS, the Company has adopted the Berry Plastics Group, Inc. 2006 Equity Incentive Plan (the “Plan”) in order to provide additional incentive to certain employees, officers, consultants and directors of the Company and its Subsidiaries; and
BERRY PLASTICS GROUP, INC. STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • Delaware
WHEREAS, the Company has adopted the Berry Plastics Group, Inc. 2006 Equity Incentive Plan (the “Plan”) in order to provide additional incentive to certain employees, officers, consultants and directors of the Company and its Subsidiaries; and
NOTE PURCHASE AGREEMENT AMONG BPC ACQUISITION CORP. AND GOLDMAN, SACHS & CO. as Initial Purchaser AND GSMP 2006 ONSHORE US, LTD. GSMP 2006 OFFSHORE US, LTD. GSMP 2006 INSTITUTIONAL US, LTD. GS MEZZANINE PARTNERS 2006 INSTITUTIONAL, L.P. as Subsequent...Note Purchase Agreement • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • New York
shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest (based on the advice of counsel to the indemnified person); (ii) such action includes both the indemnified party and the indemnifying party and the indemnified party shall have reaso
BERRY PLASTICS GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • Delaware
WHEREAS, the Company has adopted the Berry Plastics Group, Inc. 2006 Equity Incentive Plan (the “Plan”) in order to provide additional incentive to certain employees, officers, consultants and directors of the Company and its Subsidiaries; and
ContractManagement Agreement • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • New York
MANAGEMENT AGREEMENT, dated as of September 20, 2006, among BERRY PLASTICS CORPORATION, a Delaware corporation (the “Company”), BERRY PLASTICS GROUP, INC., a Delaware corporation (“Group”), APOLLO MANAGEMENT VI, L.P., a Delaware limited partnership (“Apollo”) and GRAHAM PARTNERS, INC. a Delaware corporation (“Graham”; Apollo and Graham collectively referred to hereafter as “Sponsors” and each a “Sponsor”).
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated as of September 20, 2006 by and among BPC ACQUISITION CORP. and GOLDMAN, SACHS & CO. GSMP 2006 ONSHORE US, LTD. GSMP 2006 OFFSHORE US, LTD. GSMP 2006 INSTITUTIONAL US, LTD.Exchange and Registration Rights Agreement • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • New York
BPC Acquisition Corp., a Delaware corporation (the “Company” which term, following the Acquisition shall mean and refer to BPC Holding Corporation, a Delaware corporation, as the surviving corporation in the merger pursuant to which the Acquisition is effectuated), is issuing and selling to Goldman, Sachs & Co., a New York partnership (the “Initial Purchaser”) for resale to GS Mezzanine Partners 2006 Onshore US, Ltd., an exempted Cayman Islands limited liability company (“GSMP Onshore”), GSMP 2006 Offshore US, Ltd., an exempted Cayman Islands limited liability company (“GSMP Offshore”), GSMP 2006 Institutional US, Ltd., an exempted Cayman Islands limited liability company (“GSMP Institutional” and together with GSMP Onshore, GSMP Offshore and the Initial Purchaser, the “Purchasers”), $425 million original aggregate principal amount of 11% senior subordinated notes of the Company due 2016 (the “Notes” which term shall include any notes issued in exchange, substitution, or replacement th
ContractSupplemental Indenture • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of September 20, 2006, by and among BPC Holding Corporation, a Delaware corporation (the “Company”), the guarantors listed on Schedule A attached hereto (the “Guarantors”), BPC Acquisition Corp., a Delaware corporation (“Merger Sub”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).
ContractFirst Supplemental Indenture • November 2nd, 2006 • Berry Plastics Holding Corp • Plastics products, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of September 20, 2006, by and among BPC Holding Corporation, a Delaware corporation (the “Company”), the guarantors listed on Schedule A attached hereto (the “Guarantors”), BPC Acquisition Corp., a Delaware corporation (“Merger Sub”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).
