Exhibit 4.2 This REGISTRATION RIGHTS AGREEMENT dated November 20, 2003 (the "Agreement") is entered into by and among Berry Plastics Corporation, a Delaware corporation (the "Company"), BPC Holding Corporation, a Delaware corporation ("Holding"), the...Registration Rights Agreement • January 9th, 2004 • Berry Plastics Corp • Plastics products, nec • New York
andStockholders' Agreement • August 9th, 2002 • Berry Plastics Corp • Plastics products, nec • New York
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER SECOND AMENDMENT (this "SECOND AMENDMENT"), dated as of July 22, 2002 to the Agreement and Plan of Merger, dated as of May 25, 2002, among GS Berry Acquisition Corp., a Delaware corporation, GS Capital...Agreement and Plan of Merger • July 31st, 2002 • Berry Plastics Corp • Plastics products, nec
EXECUTION COPY This REGISTRATION RIGHTS AGREEMENT dated November 20, 2003 (the "Agreement") is entered into by and among Berry Plastics Corporation, a Delaware corporation (the "Company"), BPC Holding Corporation, a Delaware corporation ("Holding"),...Registration Rights Agreement • December 5th, 2003 • Berry Plastics Corp • Plastics products, nec • New York
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 21st, 1999 • Berry Plastics Corp • Plastics products, nec • New York
ACQUISITION CORPORATION IV, a Delaware corporation ("BPAC IV"), BERRY PLASTICS ACQUISITION CORPORATION IV, BERRY PLASTICS ACQUISITION CORPORATION V, BERRY PLASTICS ACQUISITION CORPORATION VI, BERRY PLASTICS ACQUISITION CORPORATION VII, BERRY PLASTICS...Second Supplemental Indenture • January 9th, 2004 • Berry Plastics Corp • Plastics products, nec • New York
AMONGAsset Purchase Agreement • March 24th, 1998 • Berry Plastics Corp • Plastics products, nec • Virginia
EXHIBIT 10.18 PLEDGE AND SECURITY AGREEMENT DATED AS OF JULY 22, 2002Pledge and Security Agreement • August 9th, 2002 • Berry Plastics Corp • Plastics products, nec • New York
By: /s/ JAMES M. KRATOCHVIL ---------------------------------- Name: James M. Kratochvil Title: EVP & CFOThird Supplemental Indenture • July 27th, 2006 • Berry Plastics Corp • Plastics products, nec • New York
AMENDMENT NO. 3 dated as of June 30, 2001, between BERRY PLASTICS CORPORATION, a Delaware corporation (the "Corporation"), and IRA G. BOOTS (the "Executive").Employment Agreement • August 9th, 2002 • Berry Plastics Corp • Plastics products, nec
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT DATED JULY 22, 2002 (THE "AGREEMENT") is entered into by and among Berry Plastics Corporation, a Delaware corporation (the "COMPANY"), BPC Holding Corporation, a Delaware...Registration Rights Agreement • August 9th, 2002 • Berry Plastics Corp • Plastics products, nec • New York
EXHIBIT 99.1 ESCROW AGREEMENT DATED AS OF JULY 6, 1999Escrow Agreement • July 21st, 1999 • Berry Plastics Corp • Plastics products, nec • New York
AMENDMENT NO. 4 dated as of June 30, 2001, between BERRY PLASTICS CORPORATION, a Delaware corporation (the "Corporation"), and RALPH BRENT BEELER (the "Executive").Employment Agreement • August 9th, 2002 • Berry Plastics Corp • Plastics products, nec
INDENTUREIndenture • August 9th, 2002 • Berry Plastics Corp • Plastics products, nec • New York
July 5, 2001 Martin R. Imbler 5901 Lincoln Avenue Evansville, Indiana 47715 Dear Marty: The purpose of this letter agreement is to memorialize the understandings we have reached regarding your retirement from employment with Berry Plastics Corporation...Retirement Agreement • August 13th, 2001 • Berry Plastics Corp • Plastics products, nec • New York
EXHIBIT 2.2Agreement and Plan of Reorganization • February 10th, 1997 • Berry Plastics Corp • Plastics products, nec • Kansas
AMONGCredit and Guaranty Agreement • January 9th, 2004 • Berry Plastics Corp • Plastics products, nec • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • September 15th, 1997 • Berry Plastics Corp • Plastics products, nec • Ohio
RECITALSFinancing and Security Agreement • March 21st, 2002 • Berry Plastics Corp • Plastics products, nec • Maryland
Amendment No. 1 dated as of November 30, 1995, between BERRY PLASTICS CORPORATION, a Delaware corporation (the "Company"), and IRA G. BOOTS (the "Employee").Employment Agreement • March 24th, 2003 • Berry Plastics Corp • Plastics products, nec
DATED 2ND JULY 1998 JE BARLOW AND OTHERS (1) NIM HOLDINGS LIMITED (2) BERRY PLASTICS CORPORATION (3) AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF NORWICH INJECTION MOULDERS LIMITED...Agreement for the Sale and Purchase of Shares • July 30th, 1998 • Berry Plastics Corp • Plastics products, nec
EMPLOYMENT AGREEMENT dated as of February 16, 2004, between BERRY PLASTICS CORPORATION, a Delaware corporation (the "Corporation"), and GREG LANDIS (the "Employee").Employment Agreement • May 3rd, 2004 • Berry Plastics Corp • Plastics products, nec • Indiana
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER FIRST AMENDMENT (this "FIRST AMENDMENT"), dated as of July 12, 2002 to the Agreement and Plan of Merger, dated as of May 25, 2002, among GS Berry Acquisition Corp., a Delaware corporation, GS Capital...Agreement and Plan of Merger • July 31st, 2002 • Berry Plastics Corp • Plastics products, nec
AMONGMerger Agreement • July 31st, 2002 • Berry Plastics Corp • Plastics products, nec • New York
EXHIBIT 10.15 [Draft: 7/10/01] EMPLOYMENT AGREEMENT dated as of August 14, 2000, between BERRY PLASTICS CORPORATION, a Delaware corporation (the "Corporation"), and WILLIAM J. HERDRICH (the "Employee"). The Employee is an employee of the Corporation...Employment Agreement • August 9th, 2002 • Berry Plastics Corp • Plastics products, nec • Indiana
RECITALSLoan Agreement • March 21st, 2002 • Berry Plastics Corp • Plastics products, nec • Maryland
AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • August 13th, 2001 • Berry Plastics Corp • Plastics products, nec • New York
Exhibit 10.5 PLEDGE SUPPLEMENT November 20, 2003 This PLEDGE SUPPLEMENT is delivered pursuant to the Pledge and Security Agreement, dated as of July 22, 2002 (as it may be from time to time amended, restated, modified or supplemented, the "SECURITY...Pledge Supplement • January 9th, 2004 • Berry Plastics Corp • Plastics products, nec
ContractEmployment Agreement • March 22nd, 2006 • Berry Plastics Corp • Plastics products, nec • Indiana
EMPLOYMENT AGREEMENT dated as of October 4, 1996, between BERRY PLASTICS CORPORATION, a Delaware corporation (the "Corporation"), and RANDALL J. HOBSON (the "Employee").
THIRD SUPPLEMENTAL INDENTURE The undersigned are executing and delivering this Third Supplemental Indenture pursuant to Section 4.13 of the Indenture, dated as of July 6, 1999, as supplemented (the "Indenture"), among Berry Plastics Corporation (the...Supplemental Indenture • March 21st, 2002 • Berry Plastics Corp • Plastics products, nec
The undersigned are executing and delivering this Third Supplemental Indenture pursuant to Section 4.13 of the Indenture, dated as of July 6, 1999, as supplemented (the "Indenture"), among Berry Plastics Corporation (the "Company"), BPC Holding Corporation ("BPC Holding"), Berry Iowa Corporation ("Berry Iowa"), Berry Tri-Plas Corporation ("Berry Tri-Plas"), Berry Sterling Corporation ("Berry Sterling"), AeroCon, Inc. ("AeroCon"), PackerWare Corporation ("PackerWare"), Berry Plastics Design Corporation ("Berry Design"), Venture Packaging, Inc. ("Venture"), Berry Plastics Technical Services, Inc. ("Berry Technical"), Venture Packaging Midwest, Inc. ("Midwest"), NIM Holdings Limited ("NIM"), Berry Plastics U.K. Limited ("Berry UK"), Norwich Acquisition Limited ("Norwich"), Knight Plastics, Inc. ("Knight"), CPI Holding Corporation ("CPI"), Cardinal Packaging, Inc. ("Cardinal"), Poly-Seal Corporation ("Poly-Seal"), Berry Plastics Acquisition Corporation II ("BPAC II"), Berry Plastics Acquis
FORM OF ISO AGREEMENT NONTRANSFERABLE PERFORMANCE-BASED INCENTIVE STOCK OPTION AGREEMENT AGREEMENT dated as of October __, 1996, between BPC HOLDING CORPORATION, a Delaware corporation (the "Company"), and [NAME] (the "Optionee," which term as used...Nontransferable Performance-Based Incentive Stock Option Agreement • March 28th, 1997 • Berry Plastics Corp • Plastics products, nec • New York
November 20, 2003Counterpart Agreement • January 9th, 2004 • Berry Plastics Corp • Plastics products, nec • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2006 • Berry Plastics Corp • Plastics products, nec
AMENDMENT NO. 1 dated as of November 23, 2004 between BERRY PLASTICS CORPORATION, a Delaware corporation (the "Corporation"), and G. ADAM UNFRIED (the "Employee").
EXHIBIT 10.3 CREDIT AND GUARANTY AGREEMENT DATED AS OF JULY 22, 2002Credit and Guaranty Agreement • August 9th, 2002 • Berry Plastics Corp • Plastics products, nec • New York
AGREEMENT AND PLAN OF MERGER by and among BPC HOLDING CORPORATION, BPC HOLDING ACQUISITION CORP. and BPC ACQUISITION CORP. Dated as of June 28, 2006Merger Agreement • July 3rd, 2006 • Berry Plastics Corp • Plastics products, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into this 28th day of June, 2006, by and among BPC HOLDING CORPORATION, a Delaware corporation (the “Company”), BPC HOLDING ACQUISITION CORP., a Delaware corporation (“Purchaser”), and BPC ACQUISITION CORP., a Delaware corporation wholly owned by Purchaser (“Merger Sub”).
