BERRY PLASTICS CORPORATION
NOTICE OF GUARANTEED DELIVERY
OF
12{1}/{4}% SERIES B SENIOR SUBORDINATED NOTES DUE 2004
As set forth in the Prospectus dated January __, 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 12{1}/{4}%
Series C Senior Subordinated Notes due 2004 (the "New Notes") for an equal
principal amount of its 12{1}/{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 FACSIMILE: BY HAND BEFORE 4:30 P.M.:
United States Trust Company of New York (212)780-0592 United States Trust Company of New York
P.O. Box 843 Attention: Customer 111 Broadway
Cooper Station Service New York, New York 10006
New York, New York 10276 Attention: Lower Level Corporate Trust Window
Attention: Corporate Trust Services
CONFIRM BY TELEPHONE TO: BY OVERNIGHT COURIER AND BY HAND AFTER 4:30 P.M.
(800) 548-6565 P.M. ON THE EXPIRATION DATE:
United States Trust Company of New York
770 Broadway, 13th Floor
New York, New York 10003
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 February __, 1999, unless
extended by the Company. The term "Expiration Date" shall mean 5:00 p.m., New
York City time, on February __, 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.
SIGNATURE Principal Amount of Old Notes
X Date: Tendered (must be in integral
multiples of $1,000): $
X Date:
Signature(s) of Registered Holder(s)
or Authorized Signatory Certificate Number(s) of Old Notes (if
available):
Area Code and Telephone Number:
Name(s):
(Please Print) Aggregate Principal Amount
Represented by Certificate(s): $
Capacity (full title), if signing in a
fiduciary or representative capacity): IF TENDERED OLD NOTES WILL BE DELIVERED
BY BOOK-ENTRY TRANSFER, PROVIDE THE DEPOSITORY TRUST
Address: COMPANY ("DTC") ACCOUNT NO. AND TRANSACTION CODE NUMBER
(Including Zip Code) (IF AVAILABLE):
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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