BERRY PLASTICS CORPORATION
Offer to Exchange up to $75,000,000 of its
11% Series B Senior Subordinated Notes due 2007
for any and all of its outstanding
11% Series A Senior Subordinated Notes due 2007
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER __,
1999, UNLESS EXTENDED.
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To Our Clients:
Enclosed for your consideration is a Prospectus dated November __,
1999 (the "Prospectus") and a Letter of Transmittal (which together constitute
the "Exchange Offer") relating to the offer by Berry Plastics Corporation (the
"Company") to exchange its 11% Series B Senior Subordinated Notes due 2007 (the
"New Notes") for an equal principal amount of its 11% Series A Senior
Subordinated Notes due 2007 (the "Old Notes" and together with the New Notes,
the "Notes"). As set forth in the Prospectus, the terms of the New Notes are
identical in all material respects to the Old Notes, except that the New Notes
have been registered under the Securities Act of 1933, as amended, and therefore
will not bear legends restricting their transfer and will not contain certain
provisions providing for an increase in the interest rate on the Old Notes under
certain circumstances relating to the Registration Rights Agreement (as defined
in the Prospectus). Old Notes may be tendered only in integral multiples of
$1,000.
The enclosed material is being forwarded to you as the beneficial
owner of Old Notes carried by us for your account or benefit but not registered
in your name. An exchange of any Old Notes may only be made by us as the
registered Holder and pursuant to your instructions. Therefore, the Company
urges beneficial owners of Old Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee to contact such Holder promptly
if they wish to exchange Old Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to
exchange any or all such Old Notes held by us for your account or benefit,
pursuant to the terms and conditions set forth in the Prospectus and Letter of
Transmittal. We urge you to read carefully the Prospectus and Letter of
Transmittal before instructing us to exchange your Old Notes.
Your instructions to us should be forwarded as promptly as possible
in order to permit us to exchange Old Notes on your behalf in accordance with
the provisions of the Exchange Offer. THE EXCHANGE OFFER EXPIRES AT 5:00 P.M.,
NEW YORK CITY TIME, ON DECEMBER __, 1999, UNLESS EXTENDED. The term "Expiration
Date" shall mean 5:00 p.m., New York City time, on December __, 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. A tender of Old Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal amount of
the New Notes for each $1,000 principal amount of the Old Notes, of which
$75,000,000 aggregate principal amount was outstanding as of November __, 1999.
The terms of the New Notes are identical in all material respects to the Old
Notes, except that the New Notes have been registered under the Securities Act
of 1933, as amended, and therefore will not bear legends restricting their
transfer and will not contain certain provisions providing for an increase in
the interest rate on the Old Notes under certain circumstances relating to the
Registration Rights Agreement.
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS. SEE
"THE EXCHANGE OFFER -- CONDITIONS" IN THE PROSPECTUS.
3. The Exchange Offer and withdrawal rights will expire at 5:00 p.m.,
New York City time, on December __, 1999, unless extended.
4. The Company has agreed to pay the expenses of the Exchange Offer.
5. Any transfer taxes incident to the transfer of Old Notes from the
tendering Holder to the Company will be paid by the Company, except as provided
in the Prospectus and the Letter of Transmittal.
The Exchange Offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of Old Notes residing in any jurisdiction
in which the making of the Exchange Offer or the acceptance thereof would not be
in compliance with the laws of such jurisdiction.
If you wish us to tender any or all of your Old Notes held by us for
your account or benefit, please so instruct us by completing, executing and
returning to us the attached instruction form. THE ACCOMPANYING LETTER OF
TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE
USED BY YOU TO EXCHANGE OLD NOTES HELD BY US AND REGISTERED IN OUR NAME FOR YOUR
ACCOUNT OR BENEFIT.
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INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the
enclosed material referred to therein relating to the Exchange Offer of Berry
Plastics Corporation.
This will instruct you to tender for exchange the aggregate
principal amount of Old Notes indicated below (or, if no aggregate principal
amount is indicated below, all Old Notes) held by you for the account or benefit
of the undersigned, pursuant to the terms of and conditions set forth in the
Prospectus and the Letter of Transmittal.
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Aggregate Principal Amount of Old Notes to be tendered for exchange
$
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*I (WE) UNDERSTAND THAT IF I WE) _______________________________________
SIGN THIS INSTRUCTION FORM WITHOUT
INDICATING AN AGGREGATE PRINCIPAL _______________________________________
AMOUNT OF OLD NOTES IN THE SPACE SIGNATURE(S)
ABOVE, ALL OLD NOTES HELD BY YOU
FOR MY (OUR) ACCOUNT WILL BE _______________________________________
TENDERED FOR EXCHANGE. CAPACITY (FULL TITLE), IF SIGNING IN A
FIDUCIARY OR REPRESENTATIVE CAPACITY
_______________________________________
_______________________________________
_______________________________________
_______________________________________
_______________________________________
NAME(S) AND ADDRESS, INCLUDING ZIP CODE
DATE:__________________________________
_______________________________________
AREA CODE AND TELEPHONE NUMBER
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TAXPAYER IDENTIFICATION OR SOCIAL
SECURITY NO.
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