BERRY PLASTICS CORPORATION
Offer to Exchange up to $25,000,000 of its
12{1}/{4}% Series C Senior Subordinated Notes due 2004
for any and all of its outstanding
12{1}/{4}% Series B Senior Subordinated Notes due 2004
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON FEBRUARY __, 1999, UNLESS
EXTENDED.
To Brokers, Dealers, Commercial Banks, January __, 1999
Trust Companies and Other Nominees:
Berry Plastics Corporation, a Delaware corporation (the
"Company"), is offering, upon the terms and subject to the conditions set
forth in the Prospectus dated January __, 1999 (the "Prospectus") and the
accompanying Letter of Transmittal enclosed herewith (which together
constitute the "Exchange 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" 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 EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS.
SEE "THE EXCHANGE OFFER - CONDITIONS" IN THE PROSPECTUS.
Enclosed herewith for your information and forwarding to your
clients are copies of the following documents:
1. the Prospectus, dated January __, 1999;
2. the Letter of Transmittal for your use and for the information of
your clients (facsimile copies of the Letter of Transmittal may be used to
tender Old Notes);
3. a form of letter which may be sent to your clients for whose
accounts you hold Old Notes registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer;
4. a Notice of Guaranteed Delivery;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. a return envelope addressed to United States Trust Company of New
York, the Exchange Agent.
YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THE EXCHANGE OFFER
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY __, 1999, UNLESS
EXTENDED. PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR
CLIENTS FOR WHOM YOU HOLD OLD NOTES REGISTERED IN YOUR NAME OR IN THE NAME
OF YOUR NOMINEE AS QUICKLY AS POSSIBLE.
In all cases, exchanges of Old Notes accepted for exchange
pursuant to the Exchange Offer will be made only after timely receipt by
the Exchange Agent of (a) certificates representing such Old Notes, or a
Book-Entry Confirmation (as defined in the Prospectus), as the case may be,
(b) the Letter of Transmittal (or facsimile thereof), properly completed
and duly executed, or an Agent's Message (as defined in the Prospectus) and
(c) any other required documents.
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 and any other
documents required by the Letter of Transmittal to the Exchange Agent prior
to the Expiration Date must tender their Old Notes according to the
guaranteed delivery procedures set forth under the caption "The Exchange
Offer - Guaranteed Delivery Procedures" in the Prospectus.
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.
The Company will not pay any fees or commissions to brokers,
dealers or other persons for soliciting exchanges of Notes pursuant to the
Exchange Offer. The Company will, however, upon request, reimburse you for
customary clerical and mailing expenses incurred by you in forwarding any
of the enclosed materials to your clients. The Company will pay or cause
to be paid any transfer taxes payable on the transfer of Notes to it,
except as otherwise provided in Instruction 9 of the Letter of Transmittal.
Questions and requests for assistance with respect to the
Exchange Offer or for copies of the Prospectus and Letter of Transmittal
may be directed to the Exchange Agent at its address set forth in the
Prospectus or at (212) 852-1000.
Very truly yours,
BERRY PLASTICS CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY, OR ANY
AFFILIATE THEREOF, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENTS OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
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