EXHIBIT 99.2
BERRY PLASTICS CORPORATION
NOTICE OF GUARANTEED DELIVERY
OF
121/4% SERIES B SENIOR SUBORDINATED NOTES DUE 2004
As set forth in the Prospectus dated November 24, 1999 (the
"Prospectus"), of Berry Plastics Corporation (the "Company") under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures," this form must be used
to accept the Company's offer to exchange its 121/4% Series C Senior
Subordinated Notes due 2004 (the "New Notes") for an equal principal amount of
its 121/4% Series B Senior Subordinated Notes due 2004 (the "Old Notes"), by
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver their Old Notes, the Letter of
Transmittal or an Agent's Message (as defined in the Prospectus) and any other
documents required by the Letter of Transmittal to the Exchange Agent prior to
the Expiration Date. This form must be delivered by an Eligible Institution by
mail or hand delivery or transmitted, via facsimile, to the Exchange Agent at
its address set forth below not later than the Expiration Date. All capitalized
terms used herein but not defined herein shall have the meanings ascribed to
them in the Prospectus.
THE EXCHANGE AGENT IS:
UNITED STATES TRUST COMPANY OF NEW YORK
BY REGISTERED OR CERTIFIED MAIL: BY HAND BEFORE 4:30 P.M.: BY OVERNIGHT COURIER AND BY HAND AFTER
United States Trust Company United States Trust Company 4:30 P.M. ON THE EXPIRATION DATE:
of New York of New York United States Trust Company
P.O. Box 843 111 Broadway of New York
Cooper Station New York, New York 10006 770 Broadway, 13th Floor
New York, New York 10276 Attention: Lower Level New York, New York 10003
Attention: Corporate Trust Corporate Trust Window
Services
FOR INFORMATION CALL:
(212) 852-1000
Facsimile: (212) 420-6211
Attention: Customer Service
Confirm: (800) 548-6565
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tenders for exchange to the Company, upon the
terms and subject to the conditions set forth in the Prospectus and the Letter
of Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer -- Guaranteed
Delivery Procedures."
The undersigned understands and acknowledges that the Exchange Offer
will expire at 5:00 p.m., New York City time, on December 29, 1999, unless
extended by the
Company. The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
December 29, 1999, unless the Exchange Offer is extended as provided in the
Prospectus, in which case the term "Expiration Date" shall mean the latest date
and time to which the Exchange Offer is extended.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
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SIGNATURE Principal Amount of Old Notes
Tendered (must be in integral
/s/ _________________ Date: ________ multiples of $1,000): $________________
/s/ _________________ Date: ________ Certificate Number(s) of Old Notes (if
Signature(s) of Registered Holder(s) available): ___________________________
or Authorized Signatory
_______________________________________
Area Code and Telephone Number: _____
_____________________________________ Aggregate Principal Amount
Represented by Certificate(s): $_______
Name(s): ____________________________
(Please Print) IF TENDERED OLD NOTES WILL BE
DELIVERED BY BOOK-ENTRY TRANSFER,
Capacity (full title), if signing in PROVIDE THE DEPOSITORY TRUST
a fiduciary or representative COMPANY ("DTC") ACCOUNT NO. AND
capacity): TRANSACTION CODE NUMBER (IF AVAILABLE):
Address: ____________________________
(Including Zip Code) _______________________________________
Taxpayer Identification or
Social Security No.: ________________ Account No. ___________________________
Transaction Number ____________________
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the United
States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as amended, guarantees
deposit with the Exchange Agent of a properly completed and executed Letter of
Transmittal (or facsimile thereof), or an Agent's Message, as well as the
certificate(s) representing all tendered Old Notes in proper form for transfer,
or confirmation of the book-entry transfer of such Old Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility described in the Prospectus
under the caption "The Exchange Offer -- Book-Entry Transfer" and any other
documents required by the Letter of Transmittal, all by 5:00 p.m., New York City
time, on the third New York Stock Exchange trading day following the Expiration
Date.
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Name of Eligible Institution:______ ______________________________
___________________________________ AUTHORIZED SIGNATURE
Address:___________________________ Name: ________________________
___________________________________ Title: _______________________
Area Code and Telephone No: ______ Date: ________________________
__________________________________
NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE. ACTUAL SURRENDER
OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, THE LETTER OF
TRANSMITTAL.
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