0001193125-10-265350 Sample Contracts

BERRY PLASTICS CORPORATION, as Issuer, and certain Guarantors 9.75% Second Priority Senior Secured Notes due 2021 INDENTURE Dated as of November 19, 2010 U.S. BANK NATIONAL ASSOCIATION, as Trustee
Indenture • November 19th, 2010 • Berry Plastics Corp • Plastics products, nec • New York

INDENTURE dated as of November 19, 2010 among BERRY PLASTICS CORPORATION, a Delaware corporation (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), and the Guarantors (as defined herein).

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REGISTRATION RIGHTS AGREEMENT by and among Berry Plastics Corporation and the Guarantors party hereto, and Credit Suisse Securities (USA) LLC as representative of the Initial Purchasers Dated as of November 19, 2010
Registration Rights Agreement • November 19th, 2010 • Berry Plastics Corp • Plastics products, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 19, 2010, by and among Berry Plastics Corporation, a Delaware corporation (the “Company”), certain subsidiaries (the “Guarantors”) of the Company listed on Annex A of the Purchase Agreement (as defined below) and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (the “Representative”), which has agreed to purchase, pursuant to the Purchase Agreement (as defined below), the 9.750% Second Priority Senior Secured Notes due 2021 (the “Initial Notes”) issued by the Company. The Guarantors will fully and unconditionally guarantee (the “Initial Guarantees”), on a senior secured basis, the Company’s obligations under the Initial Notes. The Initial Notes and the Initial Guarantees are herein collectively referred to as the “Initial Securities.”

SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 19th, 2010 • Berry Plastics Corp • Plastics products, nec • New York

THIS SUPPLEMENTAL INDENTURE, dated as of November 19, 2010 (this “Supplemental Indenture”), is by and among Berry Plastics Corporation, a Delaware corporation (the “Issuer”) and U.S. Bank National Association, as trustee (the “Trustee”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 19th, 2010 • Berry Plastics Corp • Plastics products, nec • New York

THIS SUPPLEMENTAL INDENTURE, dated as of November 19, 2010 (this “Supplemental Indenture”), is by and among Berry Plastics Corporation, a Delaware corporation (the “Issuer”) and U.S. Bank National Association, as trustee (the “Trustee”).

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