AGREEMENT OF JOINT FILING (BERRY PLASTICS GROUP, INC.)

Exhibit 1

AGREEMENT OF JOINT FILING

(XXXXX PLASTICS GROUP, INC.)

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing.  This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2013.

	APOLLO V COVALENCE HOLDINGS, L.P.
	By:	Apollo V Covalence Holdings, LLC
		its general partner
		By:		Apollo Management V, L.P.
				its manager
				By:	AIF V Management, LLC
					its general partner
		By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President
	APOLLO V COVALENCE HOLDINGS, LLC
	By:	Apollo Management V, L.P.
		its manager
		By:	AIF V Management, LLC
			its general partner
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President
	APOLLO INVESTMENT FUND V, L.P.
	By:	Apollo Advisors V, L.P.
		its general partner
		By:		Apollo Capital Management V, Inc.
				its general partner
				By:		/s/ Xxxxxx X. Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President

	APOLLO ADVISORS V, L.P.
	By:	Apollo Capital Management V, Inc.
		its general partner
		By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President
	APOLLO CAPITAL MANAGEMENT V, INC.
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President
	APOLLO INVESTMENT FUND VI, L.P.
	By:	Apollo Advisors VI, L.P.
		its general partner
		By:	Apollo Capital Management VI, LLC
			its general partner
			By:	/s/ Xxxxxx X. Xxxxxx
			Name:	Xxxxxx X. Xxxxxx
			Title:	Vice President
	APOLLO ADVISORS VI, L.P.
	By:	Apollo Capital Management VI, LLC
		its general partner
		By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President
	APOLLO CAPITAL MANAGEMENT VI, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President

	COVALENCE CO-INVESTMENT HOLDINGS LLC
	By:	Apollo Management V, L.P.
		its manager
		By:	AIF V Management, LLC
			its general partner
			By:	/s/ Xxxxxx X. Xxxxxx
			Name:	Xxxxxx X. Xxxxxx
			Title:	Vice President
	APOLLO MANAGEMENT V, L.P.
	By:	AIF V Management, LLC
		its general partner
		By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President
	AIF V MANAGEMENT, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President
	APOLLO MANAGEMENT VI, L.P.
	By:	AIF VI MANAGEMENT, LLC
		its general partner
		By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President
	AIF VI MANAGEMENT, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President

	XX XXXXX HOLDINGS, L.P.
	By:	XX Xxxxx Holdings, LLC
		its general partner
		By:		Apollo Management VI, L.P.
				its manager
				By:		AIF VI Management, LLC
						its general partner
		By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President
	XX XXXXX HOLDINGS, LLC
	By:	Apollo Management VI, L.P.
		its manager
		By:			AIF VI Management, LLC
					its general partner
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President
	BPC CO-INVESTMENT HOLDINGS, LLC
	By:	Apollo Management VI, L.P.
		its manager
		By:			AIF VI Management, LLC
					its general partner
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President
	APOLLO OVERSEAS PARTNERS (GERMANY) VI, L.P.
	By:	Apollo Advisors VI, L.P.
		its general partner
		By:	Apollo Capital Management VI, LLC
			its general partner
			By:				/s/ Xxxxxx X. Xxxxxx
			Name:				Xxxxxx X. Xxxxxx
			Title:				Vice President
	APOLLO PRINCIPAL HOLDINGS I, L.P.
	By:	Apollo Principal Holdings I GP, LLC
		its general partner
		By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President

	APOLLO PRINCIPAL HOLDINGS I GP, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President
	APOLLO MANAGEMENT, L.P.
	By:	Apollo Management GP, LLC
		its general partner
		By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President
	APOLLO MANAGEMENT GP, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President
	APOLLO MANAGEMENT HOLDINGS, L.P.
	By:	Apollo Management Holdings GP, LLC
		Its General Partner
		By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President
	APOLLO MANAGEMENT HOLDINGS GP, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President