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 Our Clients:
Enclosed for your consideration is a Prospectus dated January __,
1999 (he "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 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 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 FEBRUARY __, 1999, UNLESS
EXTENDED. 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. 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 $25,000,000 aggregate principal amount was outstanding as of January
__, 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 February __, 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.
Aggregate Principal Amount of Old Notes to be tendered for
exchange
$________________________________
*I (WE) UNDERSTAND THAT IF I (WE) SIGN
THIS INSTRUCTION FORM WITHOUT INDICATING
AN AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES
IN THE SPACE ABOVE, ALL OLD NOTES HELD BY SIGNATURE(S)
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
Taxpayer Identification or Social Security No.
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