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 (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
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 HOLDING CORPORATION1
(Exact name of obligor as specified in its charter)
Delaware 35-1814673
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Oakley Street
Evansville, Indiana 47710
(Address of principal executive offices)
_____________________________
8 7/8% Second Priority Senior Secured Fixed Rate Notes due 2014
Second Priority Senior Secured Floating Rate Notes due 2014
(Title of the indenture securities)
1 See Table 1 - List of additional obligors
Table 1
| | Guarantor | State of Incorporation | Federal EIN |
| 1. | Berry Plastics Corporation | Delaware | 35-1813708 |
| 2. | Aerocon, Inc. | Delaware | 35-1948748 |
| 3. | Berry Iowa Corporation | Delaware | 42-1382173 |
| 4. | Berry Plastics Design Corporation | Delaware | 62-1689708 |
| 5. | Berry Plastics Technical Services, Inc. | Delaware | 57-1028638 |
| 6. | Berry Sterling Corporation | Delaware | 54-1749681 |
| 7. | CPI Holding Corporation | Delaware | 34-1820303 |
| 8. | Knight Plastics, Inc. | Delaware | 35-2056610 |
| 9. | Packerware Corporation | Delaware | 48-0759852 |
| 10. | Pescor, Inc. | Delaware | 74-3002028 |
| 11. | Poly-Seal Corporation | Delaware | 52-0892112 |
| 12. | Venture Packaging, Inc. | Delaware | 51-0368479 |
| 13. | Venture Packaging Midwest, Inc. | Delaware | 34-1809003 |
| 14. | Berry Plastics Acquisition Corporation III | Delaware | 37-1445502 |
| 15. | Berry Plastics Acquisition Corporation V | Delaware | 36-4509933 |
| 16. | Berry Plastics Acquisition Corporation VII | Delaware | 30-0120989 |
| 17. | Berry Plastics Acquisition Corporation VIII | Delaware | 32-0036809 |
| 18. | Berry Plastics Acquisition Corporation IX | Delaware | 35-2184302 |
| 19. | Berry Plastics Acquisition Corporation X | Delaware | 35-2184301 |
| 20. | Berry Plastics Acquisition Corporation XI | Delaware | 35-2184300 |
| 21. | Berry Plastics Acquisition Corporation XII | Delaware | 35-2184299 |
| 22. | Berry Plastics Acquisition Corporation XIII | Delaware | 35-2184298 |
| 23. | Berry Plastics Acquisition Corporation XV, LLC | Delaware | 35-2184293 |
| 24. | Kerr Group, Inc. | Delaware | 95-0898810 |
| 25. | Saffron Acquisition Corporation | Delaware | 94-3293114 |
| 26. | Setco, LLC | Delaware | 56-2374074 |
| 27. | Sun Coast Industries, Inc. | Delaware | 59-1952968 |
| 28. | Tubed Products, LLC | Delaware | 56-2374082 |
| 29. | Cardinal Packaging, Inc. | Ohio | 34-1396561 |
| 30. | Landis Plastics, Inc. | Illinois | 36-2471333 |
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 |
| | | Federal Deposit Insurance Corporation |
| | | 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 27th day of October 2006.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Joseph P. O’Donnell
Joseph P. O’Donnell
Vice President
EXHIBIT 6
October 27, 2006
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 June 30, 2006, 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 $ 13,979
Interest-bearing balances 1,191
Securities:
Held-to-maturity securities 0
Available-for-sale securities 66,952
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 3,086
Securities purchased under agreements to resell 1,172
Loans and lease financing receivables:
Loans and leases held for sale 37,950
Loans and leases, net of unearned income 238,918
LESS: Allowance for loan and lease losses 2,248
Loans and leases, net of unearned income and allowance �� 236,670
Trading Assets 60; 5,267
Premises and fixed assets (including capitalized leases) 3,910
Other real estate owned 0; 443
Investments in unconsolidated subsidiaries and associated companies 346
Intangible assets
Goodwill 8,800
Other intangible assets 16,333
Other assets 60; 19,760
___________
Total assets 60; $415,859
___________
___________
LIABILITIES
Deposits:
In domestic offices $298,672
Noninterest-bearing 80,549
Interest-bearing ; 218,123
In foreign offices, Edge and Agreement subsidiaries, and IBFs 30,514
Noninterest-bearing 4
Interest-bearing 30,510
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 3,648
Securities sold under agreements to repurchase 6,066
Dollar Amounts
In Millions
_______________
Trading liabilities 0; 4,376
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 4,184
Subordinated notes and debentures 9,596
Other liabilities 0; 21,394
_______
Total liabilities 0; $378,450
Minority interest in consolidated subsidiaries 56
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 520
Surplus (exclude all surplus related to preferred stock) 24,711
Retained earnings 0; 12,231
Accumulated other comprehensive income -109
Other equity capital components 0
________
Total equity capital & #160; 37,353
________
Total liabilities, minority interest, and equity capital $415,859
________
________
I, Karen B. Martin, Vice President 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.
Karen B. Martin
Vice President
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.
Dave Hoyt
John Stumpf Directors
Avid Modjtabai
