PURCHASE AND SALE AGREEMENT

PURCHASE AND SALE AGREEMENT (this “ Agreement ”), dated as of December 15, 2008, by and between BP Parallel Corporation, a Delaware corporation (“ Berry ”), and Apollo Management VI, L.P., a Delaware limited partnership (“ Apollo ”).

WHEREAS, Apollo and its affiliates from time to time purchase securities in open market or privately negotiated transactions for their own account, including debt securities;

WHEREAS, Apollo intends to facilitate from time to time during the term of this Agreement certain purchases by Berry of outstanding debt securities of Berry Plastics Corporation or Berry Plastics Group, Inc. by purchasing such debt securities in open market or privately negotiated transactions (any such debt securities so purchased by Apollo, the “ Notes ”); and

WHEREAS, Apollo may propose to Berry that any purchases by Apollo of Notes be subject to the terms of this Agreement, on the terms contemplated by this Agreement, mutatis mutandis .

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, agreements and warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.            Designation of Notes .  From time to time Apollo may propose to sell Notes to Berry in accordance with this Agreement.  In the event Berry desires to purchase any such Notes, Apollo and Berry agree to execute a schedule of designated notes (each a “Designated Notes Schedule”) which shall describe, among other things, the Notes to be acquired, the anticipated Closing Date and the Consideration (as defined below) therefore.  Notes set forth on a Designated Notes Schedule are referred to herein as “Designated Notes.”  For avoidance of doubt (a) in the event Apollo has acquired any Notes prior to the date of this Agreement, such Notes shall not be Designated Notes unless included on a Designated Notes Schedule signed by Berry and Apollo and (b) the parties may execute a Designated Notes Schedule prior to the purchase by Apollo of the applicable Designated Notes, in which case the Designated Notes Schedule may provide (i) the range of acceptable purchase prices with respect to Apollo’s purchase of such Designated Notes and (ii) that such Designated Notes Schedule shall be void and of no force and effect if Apollo has not acquired any of such Designated Notes by the end of a specified period.

2.            Purchase and Sale . (a) Subject to the terms and conditions herein set forth, Berry agrees to purchase, or cause one of its affiliates to purchase, from Apollo, and Apollo agrees to sell to Berry or such affiliate, on a Closing Date (as hereinafter defined), any Designated Notes held by Apollo as of such Closing Date in exchange for the sum of Apollo’s purchase price of such Designated Notes set forth in the applicable Designated Notes Schedule, plus any reasonable out of pocket fees and expenses incurred by Apollo (such amount to be provided to Berry in reasonable detail) in connection with Apollo’s purchase (collectively, the “ Consideration ”), provided , however , that if the conditions set forth in Section 7(b) or (c) are not satisfied prior to or on the fifth day following the filing of the fiscal quarter results for the third fiscal quarter following Apollo’s purchase of any Designated Notes, then Apollo may sell such Notes to third parties on terms and conditions reasonably acceptable to Apollo (a “ Third Party Sale ”). For the avoidance of doubt, any interest on the Designated Notes accruing between the date of Apollo’s purchase and the Closing Date (or any sale of Designated Notes pursuant to the preceding proviso) shall be for Apollo’s account.

(b) Upon the earlier of a binding agreement for a Third Party Sale or consummation of a Third Party Sale, this Agreement shall no longer be effective with respect to the Notes that are the subject of the Third Party Sale, and neither party shall have any liability or obligation to the other party hereto with respect to such Designated Notes.

3.            Representations and Warranties of Berry . Berry hereby represents and warrants to Apollo, as of the date of this Agreement and as of any Closing Date, as follows:

(a)            Due Organization . Berry has been duly formed and is validly existing as a corporation in good standing under the laws of the State of Delaware.

(b)            Authorization . Berry has the requisite power to enter into this Agreement and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. This Agreement has been duly authorized, and this Agreement has been duly executed and delivered by Berry and constitutes a valid and binding agreement enforceable in accordance with its terms, except, to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors rights generally or by general equitable principles. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor compliance with the terms, conditions or provisions of this Agreement will be a violation of any of the terms, conditions or provisions of Berry’s organizational documents (as amended through the Closing Date).

4.            Representations and Warranties of Apollo . Apollo hereby represents and warrants to Berry, as of the date of this Agreement and as of any Closing Date, as follows:

(a)            Due Organization . Apollo is duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware.

(b)            Authorization . Apollo has the requisite power to enter into this Agreement and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. This Agreement has been duly authorized, executed and delivered by Apollo and constitutes a valid and binding agreement of Apollo enforceable in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors rights generally or by general equitable principles. Neither the execution and delivery of this Agreement, consummation of the transactions contemplated hereby, nor compliance with the terms, conditions or provisions of this Agreement, will be a violation of any of the terms, conditions or provisions of Apollo’s organizational documents (as amended through the Closing Date).

(c)            Title . As of the Closing Date, Apollo will have good and valid title to the Designated Notes, free and clear of any and all liens, encumbrances, claims, security interests and other legal or equitable encumbrances of any nature whatsoever, and at the Closing Date, upon delivery of the Consideration therefor, Apollo will deliver to Berry good, valid and marketable title to the Designated Notes, free and clear of all liens, encumbrances, claims, security interests and other legal or equitable encumbrances of any nature whatsoever.

5.            Public Announcements . The pa