Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| A National Banking Association | 94-1347393 | |
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) | |
101 North Phillips Avenue Sioux Falls, South Dakota | 57104 | |
| (Address of principal executive offices) | (Zip code) | |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
BERRY PLASTICS CORPORATION1
(Exact name of obligor as specified in its charter)
| Delaware | 35-1814673 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
101 Oakley Street
Evansville, Indiana 47710
(Address of principal executive offices)
First Priority Floating Rate Senior Secured Notes due 2015
(Title of the indenture securities)
1 | See Table 1 – List of additional obligors |
Table 1
Guarantor | State of Incorporation | Federal EIN | Address of Principal Executive Offices | |||||
| 1. | Aerocon, LLC | Delaware | 35-1948748 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 2. | Berry Iowa, LLC | Delaware | 42-1382173 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 3. | Berry Plastics Design, LLC | Delaware | 62-1689708 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 4. | Berry Plastics Opco, Inc. | Delaware | 30-0120989 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 5. | Berry Plastics Technical Services, Inc. | Delaware | 57-1028638 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 6. | Berry Sterling Corporation | Delaware | 54-1749681 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 7. | Captive Holdings, Inc. | Delaware | 20-1290475 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 8. | Caplas Neptune, LLC | Delaware | 20-5557846 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 9. | Caplas LLC | Delaware | 20-3888603 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 10. | Covalence Specialty Coatings LLC | Delaware | 20-4104731 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 11. | Covalence Specialty Adhesives LLC | Delaware | 20-4104683 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 12. | CPI Holding Corporation | Delaware | 34-1820303 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 13. | Knight Plastics, Inc. | Delaware | 35-2056610 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 14. | Packerware Corporation | Delaware | 48-0759852 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 15. | Pescor, Inc. | Delaware | 74-3002028 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 16. | Poly-Seal, LLC | Delaware | 52-0892112 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 17. | Rollpak Acquisition Corporation | Delaware | 03-0512845 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 18. | Rollpak Corporation | Delaware | 35-1582626 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 19. | Venture Packaging, Inc. | Delaware | 51-0368479 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 20. | Venture Packaging Midwest, Inc. | Delaware | 34-1809003 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 21. | Berry Plastics Acquisition Corporation III | Delaware | 37-1445502 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 22. | Berry Plastics Acquisition Corporation V | Delaware | 36-4509933 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 23. | Berry Plastics Acquisition Corporation VIII | Delaware | 32-0036809 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 24. | Berry Plastics Acquisition Corporation IX | Delaware | 35-2184302 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 25. | Berry Plastics Acquisition Corporation X | Delaware | 35-2184301 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 26. | Berry Plastics Acquisition Corporation XI | Delaware | 35-2184300 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 27. | Berry Plastics Acquisition Corporation XII | Delaware | 35-2184299 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 28. | Berry Plastics Acquisition Corporation XIII | Delaware | 35-2184298 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 29. | Berry Plastics Acquisition Corporation XV, LLC | Delaware | 35-2184293 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 30. | Kerr Group, LLC | Delaware | 95-0898810 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 31. | Saffron Acquisition, LLC | Delaware | 94-3293114 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 32. | Setco, LLC | Delaware | 56-2374074 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 33. | Sun Coast Industries, LLC | Delaware | 59-1952968 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 34. | Tubed Products, LLC | Delaware | 56-2374082 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 35. | Landis Plastics, LLC | Illinois | 36-2471333 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 36. | Grafco Industries Limited Partnership | Maryland | 52-1729327 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 37. | Captive Plastics, Inc. | New Jersey | 22-1890735 | 101 Oakley Street, Evansville, IN 47710 | ||||
| 38. | Cardinal Packaging, Inc. | Ohio | 34-1396561 | 101 Oakley Street, Evansville, IN 47710 |
Item 1.General Information. Furnish the following information as to the trustee:
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
| (b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
Item 2.Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15.Foreign Trustee.Not applicable.
Item 16.List of Exhibits.List below all exhibits filed as a part of this Statement of Eligibility.
| Exhibit 1. | A copy of the Articles of Association of the trustee now in effect.* | |
| Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.** | |
| Exhibit 3. | See Exhibit 2 | |
| Exhibit 4. | Copy of By-laws of the trustee as now in effect.*** | |
| Exhibit 5. | Not applicable. | |
| Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |
| Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |
| Exhibit 8. | Not applicable. | |
| Exhibit 9. | Not applicable. | |
| * | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06. |
| ** | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721. |
| *** | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming, Inc. file number 333-125274. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Middletown and State of Connecticut on the 22nd day of April 2008.
| WELLS FARGO BANK, NATIONAL ASSOCIATION |
/s/ Joseph P. O’Donnell |
| Joseph P. O’Donnell |
| Vice President |
EXHIBIT 6
April 22, 2008
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
| Very truly yours, |
| WELLS FARGO BANK, NATIONAL ASSOCIATION |
/s/ Joseph P. O’Donnell |
| Joseph P. O’Donnell |
| Vice President |
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2007, filed in accordance with 12 U.S.C. §161 for National Banks.
| Dollar Amounts In Millions | |||
ASSETS | |||
Cash and balances due from depository institutions: | |||
Noninterest-bearing balances and currency and coin | $ | 14,641 | |
Interest-bearing balances | 1,062 | ||
Securities: | |||
Held-to-maturity securities | 0 | ||
Available-for-sale securities | 62,907 | ||
Federal funds sold and securities purchased under agreements to resell: | |||
Federal funds sold in domestic offices | 19,757 | ||
Securities purchased under agreements to resell | 734 | ||
Loans and lease financing receivables: | |||
Loans and leases held for sale | 16,660 | ||
Loans and leases, net of unearned income | 290,643 | ||
LESS: Allowance for loan and lease losses | 3,625 | ||
Loans and leases, net of unearned income and allowance | 287,018 | ||
Trading Assets | 6,244 | ||
Premises and fixed assets (including capitalized leases) | 4,282 | ||
Other real estate owned | 946 | ||
Investments in unconsolidated subsidiaries and associated companies | 458 | ||
Intangible assets | |||
Goodwill | 9,730 | ||
Other intangible assets | 17,916 | ||
Other assets | 25,506 | ||
Total assets | $ | 467,861 | |
LIABILITIES | |||
Deposits: | |||
In domestic offices | $ | 273,931 | |
Noninterest-bearing | 71,910 | ||
Interest-bearing | 202,021 | ||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 69,787 | ||
Noninterest-bearing | 9 | ||
Interest-bearing | 69,778 | ||
Federal funds purchased and securities sold under agreements to repurchase: | |||
Federal funds purchased in domestic offices | 14,049 | ||
Securities sold under agreements to repurchase | 7,248 | ||
| Dollar Amounts In Millions | |||
Trading liabilities | 3,821 | ||
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) | 30,268 | ||
Subordinated notes and debentures | 10,877 | ||
Other liabilities | 16,108 | ||
Total liabilities | $ | 426,089 | |
Minority interest in consolidated subsidiaries | 57 | ||
EQUITY CAPITAL | |||
Perpetual preferred stock and related surplus | 0 | ||
Common stock | 520 | ||
Surplus (exclude all surplus related to preferred stock) | 25,877 | ||
Retained earnings | 14,425 | ||
Accumulated other comprehensive income | 893 | ||
Other equity capital components | 0 | ||
Total equity capital | 41,715 | ||
Total liabilities, minority interest, and equity capital | $ | 467,861 | |
I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
Howard I. Atkins
EVP & CFO
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
| Michael Loughlin | ||
| John Stumpf | Directors | |
| Carrie Tolstedt |