0000919465-08-000010 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 11th, 2008 • Packerware Corp • Plastics products, nec • New York

This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of December 27, 2007, among BERRY PLASTICS HOLDING CORPORATION (or its successor) (the “Company”), the guarantors identified on the signature pages hereto (the “Guarantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).

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THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 11th, 2008 • Packerware Corp • Plastics products, nec • New York

This THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is dated as of May 7, 2007, among BERRY PLASTICS HOLDING CORPORATION (or its successor) (the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”), ROLLPAK ACQUISITION CORPORATION and ROLLPAK CORPORATION (each, a “New Guarantor” and collectively, the “New Guarantors”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 11th, 2008 • Packerware Corp • Plastics products, nec • New York

This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of February 5, 2008, among BERRY PLASTICS CORPORATION (or its successor) (the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”), CAPTIVE HOLDINGS, INC., CAPTIVE PLASTICS, INC., CAPLAS NEPTUNE, LLC, CAPLAS LLC, and GRAFCO INDUSTRIES LIMITED PARTNERSHIP (each, a “New Guarantor” and collectively, the “New Guarantors”).

Contract
Supplement to Collateral Agreement • February 11th, 2008 • Packerware Corp • Plastics products, nec

SUPPLEMENT dated as of February 5, 2008 (this “Supplement”), to the Collateral Agreement dated as of September 20, 2006 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Collateral Agreement”), among BERRY PLASTICS CORPORATION (formerly known as Berry Plastics Holding Corporation, the “Issuer”), WELLS FARGO BANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein), CAPTIVE HOLDINGS, INC., CAPTIVE PLASTICS, INC., CAPLAS NEPTUNE, LLC, CAPLAS LLC, and GRAFCO INDUSTRIES LIMITED PARTNERSHIP (each, a “New Subsidiary” and collectively, the “New Subsidiaries”).

Contract
Collateral Agreement • February 11th, 2008 • Packerware Corp • Plastics products, nec

SUPPLEMENT NO. 2 dated as of May 7, 2007 (this “Supplement”), to the Collateral Agreement dated as of September 20, 2006 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Collateral Agreement”), among BERRY PLASTICS HOLDING CORPORATION (the “Issuer”), WELLS FARGO BANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein), ROLLPAK ACQUISITION CORPORATION and ROLLPAK CORPORATION (each, a “New Subsidiary” and collectively, the “New Subsidiaries”).

SENIOR SECURED BRIDGE LOAN CREDIT AGREEMENT Dated as of February 5, 2008, Among BERRY PLASTICS CORPORATION (formerly Berry Plastics Holding Corporation), as Borrower, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Collateral Agent and...
Senior Secured Bridge Loan Credit Agreement • February 11th, 2008 • Packerware Corp • Plastics products, nec • New York

This SENIOR SECURED BRIDGE LOAN CREDIT AGREEMENT is entered into as of February 5, 2008 (this “Agreement”), among BERRY PLASTICS CORPORATION (formerly Berry Plastics Holding Corporation), a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacities or its successors in such capacities, the “Administrative Agent”) for the Lenders, GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the “Syndication Agent”), and LEHMAN BROTHERS INC. as documentation agent (in such capacity, the “Documentation Agent”).

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