Packaging

BERRY PLASTICS CORPORATION ANNOUNCES COMPLETION OF TENDER OFFERS FOR CERTAIN OF ITS OUTSTANDING NOTES

Friday 10. December 2010 - Berry Plastics Corporation ("Berry"), an Apollo Management, L.P. and Graham Partners portfolio company, announced today the completion of its tender offers (the "Tender Offers") to purchase any and all of its outstanding 8?% Second Priority Senior Secured Fixed Rate Notes due 2014 issued under an indenture dated as of September 20, 2006 (the "2006 Notes"), and 8?% Second Priority Senior Secured Notes due 2014 issued under an indenture dated as of November 12, 2009 (the "2009 Notes" and, together with the 2006 Notes, the "Notes").

The Tender Offers expired at midnight, New York City time, on December 3, 2010 (the “Expiration Date”). $150,000 aggregate principal amount of the 2006 Notes and $70,000 aggregate principal amount of the 2009 Notes were tendered after the expiration of the consent payment deadline on November 18, 2010 at 5 p.m., New York City time (the “Consent Date”) and before the Expiration Date. As previously announced, Berry received tenders from holders of (i) $502,719,000 aggregate principal amount of its 2006 Notes and (ii) $247,638,000 aggregate principal amount of its 2009 Notes prior to the Consent Date. On November 19, 2010 Berry accepted for early payment the Notes tendered prior to the Consent Date.
In total, Berry received tenders from holders of (i) $502,869,000 aggregate principal amount, or approximately 95.78%, of its 2006 Notes and (ii) $247,708,000 aggregate principal amount, or approximately 99.08%, of its 2009 Notes prior to the Expiration Date.
As previously announced, Berry intends to redeem the 2006 Notes and 2009 Notes that remain outstanding after completion of the Tender Offers in accordance with the terms of the applicable indenture governing such Notes. On November 19, 2010, Berry provided notice to the trustee under each indenture of such redemptions and irrevocably deposited cash with the trustee in respect of such Notes in an amount sufficient to redeem the outstanding Notes.Berry engaged Credit Suisse Securities (USA) LLC to act as sole dealer manager and solicitation agent in connection with the Tender Offers.