Item 1.01 Entry into a Material Definitive Agreement

The information set forth under Item 2.03 of the Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of aRegistrant.

On February 8, 2013, Berry Plastics Group, Inc., Berry Plastics Corporation ("Berry") and certain of its subsidiaries entered into an Incremental Assumption Agreement with Credit Suisse AG, Cayman Islands Branch to increase the commitments under Berry's existing term loan credit agreement by $1,400,000,000. Berry borrowed loans in an aggregate principal amount equal to the full amount of the commitments on such date (such loans, the "Term D Loans"). The Term D Loans bear interest at LIBOR plus 2.50% per annum with a LIBOR floor of 1.00%, mature on February 8, 2020 and are subject to customary amortization. If certain specified repricing events occur prior to February 8, 2014, Berry will pay a fee to the applicable lenders equal to 1.00% of the outstanding principal amount of the Term D Loans subject to such repricing event.

The proceeds of the Term D Loans, in addition to borrowings under Berry's revolving credit facility, were used to (a) satisfy and discharge all of Berry's outstanding (i) Second Priority Senior Secured Floating Rate Notes due 2014,
(ii) First Priority Senior Secured Floating Rate Notes due 2015, (iii) 10¼% Senior Subordinated Notes due 2016 and (iv) 8¼% First Priority Senior Secured Notes due 2015, which, in each case, were called for redemption on February 8, 2013 and the related indentures and (b) pay related fees and expenses.

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