COLLATERAL AGREEMENT

Security Agreement

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BERRY PLASTICS CORPORATION | AEROCON INC

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Title: COLLATERAL AGREEMENT
Governing Law: New York Date: 4/22/2008

COLLATERAL AGREEMENT

dated and effective as of

April 21, 2008,

among

BERRY PLASTICS CORPORATION,

each Subsidiary of the Company

identified herein,

and

WELLS FARGO BANK, N.A.,

as Collateral Agent

THIS COLLATERAL AGREEMENT IS SUBJECT TO THE PROVISIONS OF (1) THE SECOND AMENDED AND RESTATED SENIOR LENDER PRIORITY AND INTERCREDITOR AGREEMENT DATED AS OF FEBRUARY 5, 2008 AMONG BERRY PLASTICS GROUP, INC., THE COMPANY, CERTAIN OF ITS SUBSIDIARIES, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, AS TERM FACILITY ADMINISTRATIVE AGENT AND TERM FACILITY COLLATERAL AGENT, BANK OF AMERICA, N.A., AS REVOLVING FACILITY ADMINISTRATIVE AGENT AND REVOLVING FACILITY COLLATERAL AGENT, AND BANK OF AMERICA, N.A. AS BRIDGE LOAN ADMINISTRATIVE AGENT AND BRIDGE LOAN COLLATERAL AGENT, SUPPLEMENTED AS OF THE DATE HEREOF THROUGH THE EXECUTION AND DELIVERY OF A JOINDER AGREEMENT BY THE TERM FACILITY ADMINISTRATIVE AGENT, THE TERM LOAN COLLATERAL AGENT, THE REVOLVING FACILITY ADMINISTRATIVE AGENT, THE REVOLVING FACILITY COLLATERAL AGENT, THE COLLATERAL AGENT, THE TRUSTEE, THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES AND BERRY PLASTICS GROUP, INC., (2) THE SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT DATED AS OF FEBRUARY 5, 2008 AMONG BERRY PLASTICS GROUP, INC., THE COMPANY, CERTAIN OF ITS SUBSIDIARIES, CREDIT SUISSE, CAYMAN ISLANDS BRANCH AND BANK OF AMERICA, N.A., EACH IN THEIR CAPACITY AS FIRST LIEN AGENT, BANK OF AMERICA, N.A., AS BRIDGE LOAN ADMINISTRATIVE AGENT AND BRIDGE LOAN COLLATERAL AGENT AND WELLS FARGO BANK, N.A., AS SECOND PRIORITY NOTES TRUSTEE, SUPPLEMENTED AS OF THE DATE HEREOF THROUGH THE EXECUTION AND DELIVERY OF A JOINDER AGREEMENT BY CREDIT SUISSE, CAYMAN ISLANDS BRANCH AND BANK OF AMERICA, N.A., EACH IN THEIR CAPACITY AS FIRST LIEN AGENTS, THE COLLATERAL AGENT, THE TRUSTEE AND THE SECOND PRIORITY NOTES TRUSTEE, THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES, AND BERRY PLASTICS GROUP, INC., AND (3) THE SENIOR FIXED COLLATERAL PRIORITY AND INTERCREDITOR AGREEMENT DATED AS OF FEBRUARY 5, 2008 AMONG BERRY PLASTICS GROUP, INC., THE COMPANY, CERTAIN OF ITS SUBSIDIARIES, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, AS TERM FACILITY ADMINISTRATIVE AGENT AND TERM FACILITY COLLATERAL AGENT, AND BANK OF AMERICA, N.A. AS BRIDGE LOAN ADMINISTRATIVE AGENT AND BRIDGE LOAN COLLATERAL AGENT, SUPPLEMENTED AS OF THE DATE HEREOF THROUGH THE EXECUTION AND DELIVERY OF A JOINDER AGREEMENT BY THE TERM FACILITY ADMINISTRATIVE AGENT, THE TERM LOAN COLLATERAL AGENT, THE COLLATERAL AGENT, THE TRUSTEE, THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES, AND BERRY PLASTICS GROUP, INC., AS SET FORTH MORE FULLY IN SECTION 9.18 HEREOF. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT

AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS.

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		3
	Section 1.01.Indenture	3
	Section 1.02.Other Defined Terms	3
ARTICLE II [RESERVED]		8
ARTICLE III PLEDGE OF SECURITIES		8
	Section 3.01.Pledge	8
	Section 3.02.Delivery of the Pledged Collateral	9
	Section 3.03.Representations, Warranties and Covenants	10
	Section 3.04.Registration in Nominee Name; Denominations	12
	Section 3.05.Voting Rights; Dividends and Interest, Etc.	13
ARTICLE IV SECURITY INTERESTS IN OTHER PERSONAL PROPERTY		15
	Section 4.01.Security Interest	15
	Section 4.02.Representations and Warranties	17
	Section 4.03.Covenants	20
	Section 4.04.Other Actions	22
	Section 4.05.Covenants Regarding Patent, Trademark and Copyright Collateral	24
ARTICLE V OTHER SECURITY DOCUMENTS AND OTHER ACTIONS		25
	Section 5.01.Mortgages	25
ARTICLE VI REMEDIES		26
	Section 6.01.Remedies Upon Default	26
	Section 6.02.Application of Proceeds	28
	Section 6.03.Securities Act, Etc.	29
ARTICLE VII [RESERVED]		30
ARTICLE VIII [RESERVED]		30
ARTICLE IX MISCELLANEOUS		30
	Section 9.01.Notices	30
	Section 9.02.Security Interest Absolute	30
	Section 9.03.Limitation By Law	31
	Section 9.04.Binding Effect; Several Agreement	31
	Section 9.05.Successors and Assigns	31
	Section 9.06.Collateral Agent’s Fees and Expenses; Indemnification	31
	Section 9.07.Collateral Agent Appointed Attorney-in-Fact	32
	Section 9.08.GOVERNING LAW	33
	Section 9.09.Waivers; Amendment	33
	Section 9.10.WAIVER OF JURY TRIAL	34
	Section 9.11.Severability	34
	Section 9.12.Counterparts	34
	Section 9.13.Headings	34
	Section 9.14.Jurisdiction; Consent to Service of Process	34
	Section 9.15.Termination or Release	35
	Section 9.16.Additional Subsidiaries	35
	Section 9.17.Right of Set-off	35
	Section 9.18.Subject to Intercreditor Agreements	36

Schedules

Schedule I Subsidiary Parties

Schedule II Pledged Stock; Debt Securities

Schedule III Intellectual Property

Schedule IV Filing Offices

Schedule V Mortgaged Real Properties

Exhibits

Exhibit I Form of Supplement to the Collateral Agreement

Exhibit II Form of Perfection Certificate

COLLATERAL AGREEMENT dated and effective as of April 21, 2008 (this “ Agreement ”), among Berry Plastics Corporation (the “ Company ”), each subsidiary of the Company identified herein as a party (each such Subsidiary, together with any Subsidiary of the Company that becomes a party hereto pursuant to Section 9.16, a “ Subsidiary Party ”) and WELLS FARGO BANK, N.A., as collateral agent (in such capacity, the “ Collateral Agent ”) for the Secured Parties (as defined below).

WHEREAS, pursuant to the terms, conditions and provisions of (a) the Indenture dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ Indenture ”), among the Company, the Subsidiary Parties and Wells Fargo Bank, N.A., as Trustee (the “ Trustee ”), and (b) the Purchase Agreement dated as of April 16, 2008 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “ Purchase Agreement ”), among Berry Plastics Corporation, certain of its subsidiaries, and the several parties named in Schedule I thereto (the “ Initial Purchasers ”), the Company is issuing $680,600,000 aggregate principal amount of its First Priority Senior Secured Floating Rate Notes due 2015, which will be guaranteed on a first priority senior secured basis by each of the Subsidiary Parties;

WHEREAS, the Company entered into that certain Senior Secured Bridge Loan Credit Agreement dated as of February 5, 2008, among the Company, the lenders party thereto from time to time, Bank of America, N.A. as administrative agent and collateral agent for the lenders, and the other agents party thereto , the outstanding principal amount of which will be repaid in full on the date hereof with the proceeds of the issuance of the Original Securities (as defined in the Indenture);

WHEREAS, pursuant to (i) the Second Amended and Restated Term Loan Credit Agreement dated as of April 3, 2007, among Berry Plastics Group, Inc., a Delaware corporation (“ Hol d ings ”), the Company, the lenders party thereto from time to time, Credit Suisse, Cayman Islands Branch, as administrative agent and collateral agent for the lenders, and the other agents party thereto and (ii) the Amended and Restated Revolving Credit Agreement, dated as of April 3, 2007, among Holdings, the Company, the subsidiaries of the Company party thereto, the lenders party thereto from time to time, Bank of America, N.A., as administrative agent and collateral agent, and other agents party thereto and (iii) the Second Amended and Restated Collateral Agreement, dated as of April 3, 2007, among the Company, certain subsidiaries of the Company party thereto, the Term Loan Collateral Agent and the Revolving Facility Collateral Agent , the Grantor s (as defined below) have granted to the Term Loan Collateral Agent and Revolving Facility Collateral Agent a first-priority lien and security interest in the Collateral (as defined b e low);

WHEREAS, pursuant to the terms, conditions and provisions of the Indenture dated as of September 20, 2006, among the Company, subsidiaries of the Company parties thereto, and Wells Fargo Bank, N.A., as trustee, the Company issued $525,000,000 aggregate principal amount of its 8 7 / 8 % Second Priority Senior Secured Fixed Rate Notes due 2014 and $225,000,000 aggregate principal amount of its Second Priority Senior Secured Floating Rate Notes due 2014, which were guaranteed on a second priority senior secured basis by each of the subsidiaries party thereto pursuant to, among others, a Collateral Agreement dated as of September 20, 2006 (the “ Second Priority Notes Collateral Agreement ”) among the

Company, certain subsidiaries of the Company party thereto, and the Second Priority Notes Trustee, as collateral agent;

WHEREAS, Holdings, the Company, certain subsidiaries of the Company, the Term Facility Administrative Agent, the Term Loan Collateral Agent, the Revolving Facility Administrative Agent, the Revolving Facility Collateral Agent, the Bridge Loan Administrative Agent and the Bridge Loan Collateral Agent have entered into a Second Amended and Restated Senior Lender Priority and Intercreditor Agreement dated as of February 5, 2008, as supplemented on the date hereof through the execution and delivery of a joinder agreement by the Collateral Agent, the Trustee, the Term Facility Administrative Agent, the Term Loan Collateral Agent, the Revolving Facility Administrative Agent, the Revolving Facility Collateral Agent, Holdings, the Company and the Subsidiary Parties, governing the relationship between the Term Loan Collateral Agent, the Revolving Facility Collateral Agent and the Collateral Agent;

WHEREAS, Holdings, the Company, certain subsidiaries of the Company, the Term Facility Administrative Agent, Term Loan Collateral Agent, the Bridge Loan Administrative Agent and Bridge Loan Collateral Agent have entered into a Senior Fixed Collateral Priority and Intercreditor Agreement dated as of February 5, 2008, as supplemented on the date hereof through the execution and delivery of a joinder agreement by the Collateral Agent, the Trustee, the Term Facility Administrative Agent, the Term Loan Collateral Agent, Holdings, the Company and the Subsidiary Parties, governing the relationship between the Term Loan Collateral Agent and the Collateral Agent.

WHEREAS, Holdings, the Company, the Subsidiary Parties, the Term Facility Administrative Agent, the Term Loan Collateral Agent, the Revolving Facility Administrative Agent, the Revolving Facility Collateral Agent, the Bridge Loan Administrative Agent, the Bridge Loan Collateral Agent and the Second Priority Notes Trustee have entered into a Second Amended and Restated Intercreditor Agreement dated as of February 5, 2008, as supplemented on the date hereof through the execution and delivery of a joinder agreement by the Collateral Agent, the Trustee, the Term Facility Administrative Agent, the Term Loan Collateral Agent, the Revolving Facility Administrative Agent, the Revolving Facility Collateral Agent, the Second Priority Notes Trustee, Holdings, the Company and the Subsidiary Parties, pursuant to which the lien upon and security interest in the Collateral granted by the Second Priority Notes Collateral Agreement are and shall be subordinated in all respects to the lien upon and security interest in the Collateral granted pursuant to, and subject to the terms and conditions of, this Agreement and the Security Agreement;

WHEREAS, each Grantor is executing and delivering this Agreement pursuant to the terms of the Indenture to induce the Trustee to enter into the Indenture and pursuant to the terms of the Purchase Agreement to induce the Initial Purchasers to purchase the Original Securities;

WHEREAS, the Subsidiary Parties are affiliates of the Company, will derive substantial benefits from the extension of credit to the Company pursuant to the Indenture and are willing to execute and deliver this Agreement in order to induce the Trustee to enter into the Indenture and to induce the Initial Purchasers to purchase the Original Securities; and

WHEREAS, each Grantor has duly authorized the execution, delivery and performance of this Agreement.

NOW, THEREFORE, for and in consideration of the premises, and of the mutual covenants herein contained, and in order to induce the Trustee to enter into the Indenture and the Initial Purchasers to purchase the Original Securities, each Grantor and the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Indenture .

(a) Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Indenture. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein. The term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

(b) The rules of construction specified in Section 1.04 of the Indenture also apply to this Agreement.

Section 1.02. Other Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ Account Debtor ” means any person who is or who may become obligated to any Grantor under, with respect to or on account of an Account, Chattel Paper, General Intangibles, Instruments or Investment Property.

“ Agreement ” has the meaning assigned to such term in the preliminary statement of this Agreement.

“ Article 9 Collateral ” has the meaning assigned to such term in Section 4.01.

“ Collateral ” means Article 9 Collateral and Pledged Collateral.

“ Collateral Agent ” means the party named as such in this Agreement until a successor replaces it and, thereafter, means the successor.

“ Company ” has the meaning assigned to such term in the preliminary statement of this Agreement.

“ Control Agreement ” means a deposit account control agreement, a securities account control agreement or a commodity account control agreement, as applicable, enabling

the Collateral Agent to obtain “control” (within the meaning of the New York UCC) of any such accounts, in form and substance reasonably satisfactory to the Collateral Agent.

“ Copyright License ” means any written agreement, now or hereafter in effect, granting any right to any Grantor under any Copyright now or hereafter owned by any third party, and all rights of any Grantor under any such agreement (including, without limitation, any such rights that such Grantor has the right to license).

“ Copyrights ” means all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, supplemental registrations and pending applications for registration in the United States Copyright Office and the right to obtain all renewals thereof, including those listed on Schedule III .

“ Federal Securities Laws ” has the meaning assigned to such term in Section 6.03.

“ General Intangibles ” means all “General Intangibles” as defined in the New York UCC, including all choses in action and causes of action and all other intangible personal property of any Grantor of every kind and nature (other than Accounts) now owned or hereafter acquired by any Grantor, including corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any guarantee, claim, security interest or other security held by or granted to any Grantor to secure payment by an Account Debtor of any of the Accounts.

“ Governmental Authority ” shall mean any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body.

“ Grantor ” shall mean the Company and each Subsidiary Party.

“ Holder ” has the meaning assigned to such term in the Indenture.

“ Holdings ” has the meaning assigned to such term in the recitals of this Agreement.

“ Indenture ” has the meaning assigned to such term in the recitals of this Agreement.

“ Indenture Documents ” means (a) the Indenture, the Securities, the Security Documents and this Agreement and (b) any other related documents or instruments executed and delivered pursuant to the Indenture or any Security Document, in each case, as such agreements may be amended, restated, supplemented or otherwise modified from time to time.

“ Initial Purchasers ” has the meaning assigned to such term in the recitals of this Agreement.

“ Intellectual Property ” means all intellectual property of every kind and nature now owned or hereafter acquired by any Grantor, including, inventions, designs, Patents, Copyrights, Trademarks, Patent Licenses, Copyright Licenses, Trademark Licenses, trade secrets, domain names, confidential or proprietary technical and business information, know-how, show-how or other data or information and all related documentation.

“ Intellectual Property Security Agreement ” means a security agreement concerning Intellectual Property in the form hereof or a short form hereof.

“ IP Agreements ” means all material Copyright Licenses, Patent Licenses, Trademark Licenses, and all other agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any material Intellectual Property to which a Grantor, now or hereafter, is a party or a beneficiary, including, without limitation, the agreements set forth on Schedule III hereto.

“ Junior Intercreditor Agreement ” refers to the “Second Priority Intercreditor Agreement” as defined in the Indenture.

“ Material Adverse Effect ” shall mean a material adverse effect on the business, property, operations or condition of the Company and its subsidiaries, taken as a whole, or the validity or enforceability of any of the material Note Documents or the rights and remedies of the Trustee, the Collateral Agent and the Holders.

“ New York UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“ Obligations ” shall mean (i) all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Grantor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) owing to the Collateral Agent, the Trustee and the Holders under the Securities, the Indenture and the Security Documents and the due performance and compliance by the Grantors with all of the terms, conditions and agreements contained in the Securities, the Indenture and in Security Documents; (ii) any and all sums advanced by the Collateral Agent in accordance with the Indenture or any of the Security Documents in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Grantors referred to in clause (i) above, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs.

“ Patent License ” means any written agreement, now or hereafter in effect, granting to any Grantor any right to make, use or sell any invention covered by a Patent, now

or hereafter owned by any third party (including, without limitation, any such rights that such Grantor has the right to license).

“ Patents ” means all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country or jurisdiction, including those listed on Schedule III , and all applications for letters patent of the United States or the equivalent thereof in any other country or jurisdiction, including those listed on Schedule III and (b) all provisionals, reissues, extensions, continuations, divisions, continuations-in-part, reexaminations or revisions thereof, and the inventions disclosed or claimed therein, including the right to make, use, import and/or sell the inventions disclosed or claimed therein.

“ Perfection Certificate ” means the Perfection Certificate with respect to the Grantors substantially in the form of Exhibit II , completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by an Officer of the Company.

“ Permitted Liens ” means any Lien not prohibited by Section 4.12 of the Indenture.

“ Pledged Collateral ” has the meaning assigned to such term in Section 3.01.

“ Pledged Debt Securities ” has the meaning assigned to such term in Section 3.01.

“ Pledged Securities ” means any promissory notes, stock certificates or other certificated securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“ Pledged Stock ” has the meaning assigned to such term in Section 3.01.

“ Possessory Collateral Agent ” has the meaning attached to such term in the Senior Fixed Lender Intercreditor Agreement.

“ Purchase Agreement ” has the meaning assigned to such term in the recitals of this Agreement.

“ Real Property ” means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by the Grantor.

“ Second Priority Notes Collateral Agreement ” has the meaning assigned to such term in the recitals of this Agreement.

“ Secured Parties ” means (a) the Collateral Agent, (b) each Holder, (c) the beneficiaries of each indemnification obligation undertaken by any Grantor under any

Indenture Document, (d) the Trustee and (e) the successors and permitted assigns of each of the foregoing.

“ Securities ” has the meaning assigned to such term in the Indenture.

“ Security Documents ” means this Agreement, any agreement pursuant to which assets are added to the Collateral or otherwise pledged to secure the Obligations and any other instruments or documents entered into and delivered in connection with any of the foregoing, as such agreements, instruments or documents may from time to time be amended, restated, supplemented or otherwise modified from time to time.

“ Senior Fixed Lender Intercreditor Agreement ” refers to the “Senior Fixed Collateral Intercreditor Agreement” as defined in the Indenture.

“ Senior Lender Claims ” has the meaning assigned to such term in the Junior Intercreditor Agreement.

“ Senior Lender Intercreditor Agreement ” has the meaning assigned to such term in the Indenture.

“ Trademark License ” means any written agreement, now or hereafter in effect, granting to any Grantor any right to use any Trademark now or hereafter owned by any third party (including, without limitation, any such rights that such Grantor has the right to license).

“ Trademarks ” means all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (if any), and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof (except for “intent-to-use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Lanham Act has been filed, to the extent, if any, that any assignment of an “intent-to-use” application prior to such filing would violate the Lanham Act), and all renewals thereof, including those listed on Schedule III and (b) all goodwill associated therewith or symbolized thereby.

“ T ransactions ” has the meaning assigned to such term in the Indenture.

“ Trustee ” has the meaning assigned to such term in the recitals of this Agreement until a successor replaces it and, thereafter, means the successor.

ARTICLE II

[RESERVED]

ARTICLE III

PLEDGE OF SECURITIES

Section 3.01. Pledge . Subject to the terms of the Intercreditor Agreements and the immediately following paragraph, as security for the payment or performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of its Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Grantor and any certificates representing all such Equity Interests (the “ Pledged Stock ”) ; provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Grantor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Grantor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (D) any issued and outstanding Equity Interests of any Qualified CFC Holdings Company that is not a “first tier” Qualified CFC Holding Company or (E) any Equity Interests in NIM Holdings Limited, Berry Plastics Acquisition Corporation II, Berry Plastics Acquisition Corporation XIV, LLC, Berry Plastics Asia Pte. Ltd., or Ociesse s.r.l.; (ii) to the extent applicable law requires that a Subsidiary of such Grantor issue directors’ qualifying shares, such shares or nominee or other similar shares; (iii) any Equity Interests that would not be required to be pledged, pursuant to Section 4.15(c) of the Indenture, if hereafter acquired, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Issue Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests; (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; and (vi) any Equity Interests or other securities of any of the Company’s Subsidiaries to the extent that the pledge of such securities results in the Company’s being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary not to be subject to such requirement and only for so long as such requirement is in existence; (b) (i) the debt obligations listed opposite the name of such Grantor on Schedule II , (ii) any debt securities in the future issued to such Grantor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Grantor, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “ Pledged Debt Secur i ties ”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other

proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “ Pledged Collateral ”).

In addition, notwithstanding anything to the contrary provided herein, in the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act (or any successor regulation) is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s securities secure the Obligations, then the securities of such Subsidiary will not be subject to the Liens securing the Obligations and will automatically be deemed not to be part of the Collateral but only to the extent necessary not to be subject to such requirement and only for so long as required to not be subject to the requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the security interests in favor of the Collateral Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for the relevant Obligations. In the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act (or any successor regulation) is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s securities to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the securities of such Subsidiary will automatically be deemed to be a part of the Collateral but only to the extent permitted to not be subject to any such financial statement requirement.

TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreements, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject , ho w ever , to the terms, covenants and conditions hereinafter set forth.

Section 3.02. Delivery of the Pledged Collateral.

(a) Subject to the terms of the Intercreditor Agreements, (i) each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02, (ii) if any Pledged Stock that is uncertificated on the date hereof shall hereafter become certificated, subject to the terms of the Intercreditor Agreements, the applicable Grantor shall promptly cause the certificate or certificates representing Pledged Stock to be delivered to the Collateral Agent, together with

the accompanying stock powers or other documentation required by Section 3.02(c), and (iii) none of the Grantors shall permit any other party to “control” (for purposes of Section 8-106 of the New York UCC (or any analogous provision of the Uniform Commercial Code in effect in the jurisdiction whose law applies)) any uncertificated securities that constitute Pledged Collateral other than the Collateral Agent and any other Collateral Agent (as such term is defined in the Senior Lender Intercreditor Agreement).

(b) To the extent any Indebtedness for borrowed money constitutes Pledged Collateral (other than (i) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Company and its Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law), each Grantor holding such Indebtedness for borrowed money shall cause such Indebtedness to be evidenced by a duly executed promissory note and, subject to the terms of the Intercreditor Agreements, such Grantor shall cause such promissory note to be pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof, provided that , such pledge in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Grantor shall be limited to 65% of the amount outstanding thereunder. To the extent any such promissory note is a demand note, each Grantor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 6.01(a), (b), (e), (f), or (g) of the Indenture unless such demand would not be commercially reasonable or would otherwise expose Grantor to liability to the maker as reasonably determined by the applicable Grantor.

(c) Upon delivery, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II (or a supplement to Schedule II , as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Section 3.03. Representations, Warranties and Covenants . The Grantors, jointly and severally, represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a) Schedule II correctly sets forth the percentage of the issued and outstanding shares of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests, debt securities and

promissory notes or instruments evidencing Indebtedness required to be delivered pursuant to Section 3.02;

(b) the Pledged Stock and Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of the Company or an Affiliate of any such Subsidiary, to the best of each Grantor’s knowledge) have been duly and validly authorized and issued by the issuer thereof and (i) in the case of Pledged Stock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of the Company or an Affiliate of any such Subsidiary, to the best of each Grantor’s knowledge) are legal, valid and binding obligations of the issuers thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding at law or in equity) and an implied covenant of good faith and fair dealing;

(c) except for the security interests granted hereunder, each Grantor (i) is and, subject to any transfers made in compliance with the Indenture, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Permitted Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than pursuant to a transaction permitted by the Indenture and other than Permitted Liens and (iv) subject to the rights of such Grantor under the Indenture Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest hereto or therein against any and all Liens (other than Permitted Liens), however arising, of all persons;

(d) other than as set forth in the Indenture, and except for restrictions and limitations imposed by the Indenture Documents, the Intercreditor Agreements, or securities laws generally or otherwise permitted to exist pursuant to the terms of the Indenture, the Pledged Stock (other than partnership interests) is and will continue to be freely transferable and assignable, and none of the Pledged Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Stock hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

(e) each Grantor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

(f) other than as set forth in the Indenture or this Agreement or the schedules thereto or hereto, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Collateral Agent, for the benefit of the Secured Parties, in accordance with this Agreement and a financing statement covering such Pledged Securities is filed in the appropriate filing office, the Collateral Agent will obtain, for the benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities under the New York UCC, subject only to Permitted Liens or Liens arising by operation of law, as security for the payment and performance of the Obligations;

(h) each Grantor that is an issuer of the Pledged Collateral confirms that it has received notice of the security interest granted hereunder and consents to such security interest and agrees to transfer record ownership of the Pledged Securities issued by it in connection with any request by the Collateral Agent;

(i) if any additional direct or indirect Subsidiary of the Issuer is formed or acquired after the Issue Date (with any redesignation of such Subsidiary resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Domestic Subsidiary, the Issuer shall notify the Collateral Agent thereof, cause such Subsidiary to become a Subsidiary Party and cause the outstanding Equity Interests in and Indebtedness of such Subsidiary owned by or on behalf of any Grantor to be pledged pursuant to this Agreement, in each case other than assets that are not required to become subject to Liens in favor of the Collateral Agent pursuant to the Security Documents or Section 4.15(c) of the Indenture; and

(j) if any additional Foreign Subsidiary of the Issuer is formed or acquired after the Issue Date (with any redesignation of such Subsidiary resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a “first tier” Foreign Subsidiary, the Issuer shall notify the Collateral Agent thereof and cause the outstanding Equity Interests in such Foreign Subsidiary owned by or on behalf of any Grantor to be pledged pursuant to this Agreement, in each case other than assets that are not required to become subject to Liens in favor of the Collateral Agent pursuant to Section 4.15(c) of the Indenture or the Security Documents (including, without limitation, pursuant to clause (i) of the proviso of Section 3.01 of this Agreement).

Section 3.04. Registration in Nominee Name; Denominations . Subject to the terms of the Intercreditor Agreements, the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor. If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger

denominations for any purpose consistent with this Agreement. Each Grantor shall use its commercially reasonable efforts to cause any Subsidiary that is not a party to this Agreement to comply with a request by the Collateral Agent, pursuant to this Section 3.04, to exchange certificates representing Pledged Securities of such Subsidiary for certificates of smaller or larger denominations.

Section 3.05. Voting Rights; Dividends and Interest, Etc .

(a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantors of the Collateral Agent’s intention to exercise its rights hereunder:

(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Indenture Documents; provided , that, except as expressly permitted under the Indenture, such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Collateral, the rights and remedies of the Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Indenture Document or the ability of the Secured Parties to exercise the same.

(ii) The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Indenture Documents and applicable laws; provided , that (A) any noncash dividends, interest, principal or other distributions, payments or other consideration in respect thereof, including any rights to receive the same to the extent not so distributed or paid, that would constitute Pledged Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities, received in exchange for Pledged Securities or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise or (B) any non-cash dividends and other distributions paid or payable in respect of any Pledged Securities that would constitute Pledged Securities, in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid in surplus, shall be and become part of the Pledged Collateral, and, if received

(iv) by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent, for the benefit of the Secured Parties, and shall be forthwith delivered to the Collateral Agent, for the benefit of the Secured Parties, in the same form as so received (endorsed in a manner reasonably satisfactory to the Collateral Agent), subject to the terms of the Intercreditor Agreements.

(b) Subject to the terms of the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default and after notice by the Collateral Agent to the Company of the Collateral Agent’s intention to exercise its rights hereunder, all rights of any Grantor to receive dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.05 shall cease, and all such rights shall thereupon become vested, for the benefit of the Secured Parties, in the Collateral Agent which, subject to the terms of the Intercreditor Agreements, shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.05 shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent, for the benefit of the Secured Parties, and, subject to the Intercreditor Agreements, shall be forthwith delivered to the Collateral Agent, for the benefit of the Secured Parties, in the same form as so received (endorsed in a manner reasonably satisfactory to the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 6.02 hereof. After all Events of Default have been cured or waived and the Company has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.05 and that remain in such account established pursuant to this Section 3.05(b).

(c) Subject to the terms of the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default and after notice by the Collateral Agent to the Company of the Collateral Agent’s intention to exercise its rights hereunder, all rights of any Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.05, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 3.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, subject to the terms of the Intercreditor Agreements and the Indenture, unless the Collateral Agent shall have received written objections from Holders of at least 25% in principal amount of the Securities then outstanding, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Company has delivered to the Collateral Agent a certificate to that effect, each Grantor shall have the right to exercise the

voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

ARTICLE IV

SECURITY INTERESTS IN OTHER PERSONAL PROPERTY

Section 4.01. Security Interest .

(a) As security for the payment or performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of its Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “ Security Interest ”) in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “ Article 9 Colla t eral ”):

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all cash and Deposit Accounts;

(iv) all Documents;

(v) all Equipment;

(vi) all General Intangibles;

(vii) all Instruments;

(viii) all Inventory;

(ix) all Investment Property;

(x) all Letter of Credit Rights;

(xi) all Commercial Tort Claims;

(xii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);

(xiii) all books and records pertaining to the Artic

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