EXHIBIT 99.2
BERRY PLASTICS CORPORATION
NOTICE OF GUARANTEED DELIVERY
OF
11% SERIES A SENIOR SUBORDINATED NOTES DUE 2007
As set forth in the Prospectus dated November __, 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 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"), 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 BY HAND BEFORE 4:30 P.M.: BY OVERNIGHT COURIER AND
CERTIFIED MAIL: United States Trust BY HAND AFTER 4:30 P.M.
United States Trust Company of New York ON THE EXPIRATION DATE:
Company of New York 111 Broadway United States Trust
P.O. Box 843 New York, New York 10006 Company of New York
Cooper Station Attention: Lower Level 770 Broadway, 13th Floor
New York, New York Corporate Trust Window New York, New York 10003
10276
Attention: Corporate
Trust Services
FOR INFORMATION CALL:
(212) 852-1000
Facsimile: (212) 780-0592
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 __, 1999, unless
extended by the
Company. 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.
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.
- -------------------------------------------|
| Principal Amount of Old Notes
| Tendered (must be in integral
SIGNATURE | multiples of $1,000): $____________
|
X______________________ Date:____________ |
| Certificate Number(s) of Old Notes
X______________________ Date:____________ | (if available):____________________
Signature(s) of Registered Holder(s) 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 a | PROVIDE THE DEPOSITORY TRUST
fiduciary or representative capacity): | COMPANY ("DTC") ACCOUNT NO. AND
| TRANSACTION CODE NUMBER
Address:__________________________________ | (IF AVAILABLE):____________________
(Including Zip Code) |
| ___________________________________
Taxpayer Identification or |
Social Security No.:______________________ | Account No.________________________
|
| Transaction Number_________________
- -------------------------------------------|
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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