BERRY GLOBAL GROUP INC (Form: 10-K, Received: 11/21/2017 17:15:22)

Exhibit 10.7

EXECUTION VERSION

INCREMENTAL ASSUMPTION AGREEMENT

Dated as of February 10, 2017

among

BERRY PLASTICS GROUP, INC.,

BERRY PLASTICS CORPORATION

and

CERTAIN SUBSIDIARIES OF BERRY PLASTICS CORPORATION

as Loan Parties ,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

as Administrative Agent ,

CITIBANK, N.A.

as Initial Term K Lender

and

CITIBANK, N.A.

as Initial Term L Lender

10926872

INCREMENTAL ASSUMPTION AGREEMENT

THIS INCREMENTAL ASSUMPTION AGREEMENT (this " Agreement "), dated as of February 10, 2017, is among BERRY PLASTICS CORPORATION , a Delaware corporation (the " Borrower "), BERRY PLASTICS GROUP, INC. , a Delaware corporation (" Holdings "), each Subsidiary of the Borrower listed on the signature pages hereto (together with Holdings and Borrower, the " Loan Parties "), Citibank, N.A., as an Incremental Term Lender (as defined in the Credit Agreement referred to below) with respect to the Term K Loans (in such capacity, the " Initial Term K Lender "), Citibank, N.A., as an Incremental Term Lender with respect to the Term L Loans (in such capacity, the " Initial Term L Lender "), and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, Cayman Islands Branch), as administrative agent (in such capacity, the " Administrative Agent ") for the Lenders under the Credit Agreement.

PRELIMINARY STATEMENTS:

(1) The Loan Parties, the Administrative Agent and the other agents and lenders party thereto are parties to the Second Amended and Restated Term Loan Credit Agreement dated as of April 3, 2007 (as modified by that certain Incremental Assumption Agreement, dated as of February 8, 2013, that certain Incremental Assumption Agreement, dated as of January 6, 2014, that certain Incremental Assumption Agreement and Amendment, dated as of October 1, 2015, that certain Incremental Assumption Agreement and Amendment, dated as of June 15, 2016 and that certain Incremental Assumption Agreement, dated as of January 19, 2017 (collectively, the " Prior Incremental Assumption Agreements "), the "Credit Agreement"). Capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Credit Agreement.

(2) The Borrower has requested that the Initial Term K Lender provide an Incremental Term Loan Commitment (and Incremental Term Loans consisting of Other Term Loans) in the amount of $1,147,500,000 (such commitment, the " Term K Loan Commitment " and such Incremental Term Loans, the " Term K Loans "), and the Initial Term K Lender is willing to provide the Term K Loan Commitment and Term K Loans, subject in each case to the terms and conditions set forth herein.

(3) The Borrower has requested that the Initial Term L Lender provide an Incremental Term Loan Commitment (and Incremental Term Loans consisting of Other Term Loans) in the amount of $814,375,000 (such commitment, the " Term L Loan Commitment " and such Incremental Term Loans, the " Term L Loans "), and the Initial Term L Lender is willing to provide the Term L Loan Commitment and Term L Loans, subject in each case to the terms and conditions set forth herein.

(4) The Loan Parties, the Initial Term K Lender, the Initial Term L Lender and the Administrative Agent are entering into this Agreement in order to evidence the Term K Loan Commitment and Term K Loans and the Term L Loan Commitment and Term L Loans in accordance with Section 2.21 of the Credit Agreement.

SECTION 1. New Commitments and New Loans

(a)	Pursuant to Section 2.21 of the Credit Agreement, and subject to the satisfaction of the conditions set forth in Section 4 hereof:

(i)	The Initial Term K Lender agrees to make a single loan to the Borrower on the Effective Date (as defined below) in a principal amount equal to the amount set forth with respect to the Initial Term K Lender on Schedule 1A hereto.

(ii)	The Initial Term L Lender agrees to make a single loan to the Borrower on the Effective Date in a principal amount equal to the amount set forth with respect to the Initial Term L Lender on Schedule 1B hereto.

(b)

The Administrative Agent hereby approves of each of the Initial Term K Lender and the Initial Term L Lender as Incremental Term Lenders under the Credit Agreement and approves of the terms of the Term K Loans as set forth in Section 2 hereof and the terms of the Term L Loans as set forth in Section 3 hereof.

(c)	For purposes of this Agreement, the following terms have the meanings ascribed below:

(i)

" Amendment Lead Arrangers " means Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Barclays Bank PLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA (through itself or one of its affiliates), Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates) and Wells Fargo Securities, LLC.

SECTION 2. Terms of the Term K Loans

Pursuant to Section 2.21 of the Credit Agreement, the Term K Loans shall be Other Term Loans, the terms of which shall be as follows:

(a)	The aggregate principal amount of the Term K Loans and Term K Loan Commitment shall be $1,147,500,000.

(b)	The final maturity date of the Term K Loans shall be February 8, 2020.

(c)	The Applicable Margin with respect to the Term K Loans shall be 2.25% per annum in the case of any Eurocurrency Loan that is a Term K Loan and shall be 1.25% for any ABR Loan that is a Term K Loan.

(d)

Solely for the purposes of calculation of interest payable in respect of Term K Loans, the term "ABR" shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as announced from time to time by Credit Suisse as its "prime rate" at its principal office in New York, New York and notified to the Borrower (the " Prime Rate ") and (c) the daily ICE LIBOR (as defined below) ( provided that, for the avoidance of doubt, the ICE LIBOR for any day shall be based on the rate determined on such day at approximately 11:00 a.m., London time) for a one month interest period plus 1% (the " Adjusted LIBO Rate "). Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

(e)

Solely for the purposes of calculation of interest payable in respect of Term K Loans, the term "LIBO Rate" shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, the greater of (a) 0.00% per annum and (b) the rate per annum equal to the ICE Benchmark Administration (" ICE LIBOR "), as published by Bloomberg (or other commercially available source providing quotations of ICE LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided , that if such rate is not available at such time for any reason, then the "LIBO Rate" for such Interest Period shall be the Interpolated Rate.

(f)

Solely for the purposes of calculation of interest payable in respect of Term K Loans, the term "Interpolated Rate" shall mean, in relation to the Eurocurrency Loan for any Loan, the rate which results from interpolating on a linear basis between: (a) the ICE Benchmark Administration's Interest Settlement Rates for deposits in Dollars for the longest period (for which that rate is available) which is less than the Interest Period and (b) the ICE Benchmark Administration's Interest Settlement Rates for deposits in Dollars for the shortest period (for which that rate is available) which exceeds the Interest Period, each as of approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

(g)

Notwithstanding anything herein or in the Credit Agreement to the contrary, in the event that, on or prior to the six-month anniversary of the Effective Date, there occurs any Term K Loan Repricing Event (as defined below) or in connection with a Term K Loan Repricing Event constituting an amendment or conversion of Term K Loans, any Lender is required to assign its Term K Loans pursuant to Section 2.19(c) of the Credit Agreement, the Borrower shall on the date of such Term K Loan Repricing Event pay to the Administrative Agent, for the account of each Lender with such Term K Loans that are subject to such Term K Loan Repricing Event or are required to be so assigned, a fee equal to 1.00% of the principal amount of the Term K Loans subject to such Term K Loan Repricing Event or required to be so assigned; provided that any prepayment of any Term K Loans made in connection with a Change in Control shall not require the payment of the 1.00% premium otherwise provided for in this paragraph.

For purposes of this Section 2(g), " Term K Loan Repricing Event " shall mean any prepayment or repayment of Term K Loans with the proceeds of, or any conversion or amendment of Term K Loans into, any new or replacement tranche of term loans bearing interest with an "effective yield" (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmarks floors and original interest discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans and without taking into account any fluctuations in the Adjusted LIBO Rate or comparable rate) less than the "effective yield" applicable to the Term K Loans (as such comparative yields are determined consistent with generally accepted financial practices) (it being understood that (x) in each case, the yield shall exclude any structuring, commitment and arranger fees or other fees unless such similar fees are paid to all lenders generally in the primary syndication of such new or replacement tranche of term loans and shall include any rate floors and any upfront or similar fees paid to all lenders generally in the primary syndication of such new or replacement tranche of term loans or original issue discount payable with respect to such new or replacement tranche of term loans and (y) any such repayment, prepayment or conversion shall only constitute a Term K Loan Repricing Event to the extent the primary purpose of such repayment, prepayment, conversion or amendment, as reasonably determined by the Borrower in good faith, is to reduce the "effective yield" on the Term K Loans).

(h)	All other terms not described herein and relating to the Term K Loans shall be the same as the terms of the Term D Loans in effect immediately prior to the Effective Date.

SECTION 3. Terms of the Term L Loans

Pursuant to Section 2.21 of the Credit Agreement, the Term L Loans shall be Other Term Loans, the terms of which shall be as follows:

(a)	The aggregate principal amount of the Term L Loans and Term L Loan Commitment shall be $814,375,000.

(b)	The final maturity date of the Term L Loans shall be January 6, 2021.

(c)	The Applicable Margin with respect to the Term L Loans shall be 2.25% per annum in the case of any Eurocurrency Loan that is a Term L Loan and shall be 1.25% for any ABR Loan that is a Term L Loan.

(d)

Solely for the purposes of calculation of interest payable in respect of Term L Loans, the term "LIBO Rate" shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, the greater of (a) 0.00% per annum and (b) the rate per annum equal to ICE LIBOR at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided , that if such rate is not available at such time for any reason, then the "LIBO Rate" for such Interest Period shall be the Interpolated Rate.

(e)

Notwithstanding anything herein or in the Credit Agreement to the contrary, in the event that, on or prior to the six-month anniversary of the Effective Date, there occurs any Term L Loan Repricing Event (as defined below) or in connection with a Term L Loan Repricing Event constituting an amendment or conversion of Term L Loans, any Lender is required to assign its Term L Loans pursuant to Section 2.19(c) of the Credit Agreement, the Borrower shall on the date of such Term L Loan Repricing Event pay to the Administrative Agent, for the account of each Lender with such Term L Loans that are subject to such Term L Loan Repricing Event or are required to be so assigned, a fee equal to 1.00% of the principal amount of the Term L Loans subject to such Term L Loan Repricing Event or required to be so assigned; provided that any prepayment of any Term L Loans made in connection with a Change in Control shall not require the payment of the 1.00% premium otherwise provided for in this paragraph.

For purposes of this Section 3(e), " Term L Loan Repricing Event " shall mean any prepayment or repayment of Term L Loans with the proceeds of, or any conversion or amendment of Term L Loans into, any new or replacement tranche of term loans bearing interest with an "effective yield" (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmarks floors and original interest discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans and without taking into account any fluctuations in the Adjusted LIBO Rate or comparable rate) less than the "effective yield" applicable to the Term L Loans (as such comparative yields are determined consistent with generally accepted financial practices) (it being understood that (x) in each case, the yield shall exclude any structuring, commitment and arranger fees or other fees unless such similar fees are paid to all lenders generally in the primary syndication of such new or replacement tranche of term loans and shall include any rate floors and any upfront or similar fees paid to all lenders generally in the primary syndication of such new or replacement tranche of term loans or original issue discount payable with respect to such new or replacement tranche of term loans and (y) any such repayment, prepayment or conversion shall only constitute a Term L Loan Repricing Event to the extent the primary purpose of such repayment, prepayment, conversion or amendment, as reasonably determined by the Borrower in good faith, is to reduce the "effective yield" on the Term L Loans).

(f)	All other terms not described herein and relating to the Term L Loans shall be the same as the terms of the Term G Loans in effect immediately prior to the Effective Date.

SECTION 4. Conditions to Effectiveness .

The (x) Initial Term K Lender agrees to make its Term K Loans to the Borrower in an aggregate principal amount equal to its Term K Loan Commitment and (y) Initial Term L Lender agrees to make its Term L Loans to the Borrower in an aggregate principal amount equal to its Term L Loan Commitment, in each case on and as of the date (the " Effective Date ") on which the following conditions shall have been satisfied:

(a)

The Administrative Agent (or its counsel) shall have received from each party hereto prior to giving effect to this Agreement either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b)

The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Bryan Cave LLP, special counsel for the Loan Parties, (ii) Jason Greene, in-house counsel for the Loan Parties, (iii) Faegre Baker Daniels, LLP, Minnesota counsel for certain of the Loan Parties, (iv) Gess Gess & Wallace, New Jersey counsel for certain of the Loan Parties, (v) Godfrey & Kahn, S.C., Wisconsin counsel for certain of the Loan Parties, (vi) Venable LLP, Maryland counsel for certain of the Loan Parties, and (vii) Gentry Locke Rakes & Moore, Virginia counsel for certain of the Loan Parties, in each case, each (A) dated the Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (C) customary in form and substance for transactions of the type contemplated hereby and reasonably satisfactory to the Administrative Agent and covering such matters as are customary for transactions of the type contemplated hereby and consistent with the opinions delivered in connection with the Prior Incremental Assumption Agreements (to the extent applicable).

(c)	The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below:

(i)

a bringdown confirmation, dated not more than one Business Day prior to the Effective Date, as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party from the Secretary of State (or other similar official) of the jurisdiction of its organization;

(ii)	a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Effective Date and certifying,

(A)

that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of this Agreement and, in the case of the Borrower, the borrowing of Term K Loans and Term L Loans, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Effective Date,

(B)

that (1) except as amended by any amendment attached to such Secretary's or Assistant Secretary's certificate, neither the certificate or articles of incorporation, certificate of limited partnership or certificate of formation (as applicable) of such Loan Party, nor the by-laws, limited liability company, partnership agreement or other equivalent governing documents (as applicable) of such Loan Party, has been amended since the date of the last amendment thereto (x) attached to the Secretary's Certificate of Borrower and Guarantors dated as of January 19, 2017 (except in the case of Berry Global Films, LLC), or in the case of Holdings, attached to the Secretary's Certificate of Holdings dated as of January 19, 2017, in each case delivered to the Administrative Agent in connection with the consummation of the financing transactions described in the Incremental Assumption Agreement dated as of January 19, 2017, or (y) in the case of Berry Global Films, LLC, attached to the Secretary's Certificate of Berry Global Films, LLC, dated as of January 20, 2017, delivered to the Administrative Agent in connection with the merger of AEP Industries, Inc. with and into Berry Plastics Acquisition Corporation XV, LLC, of which Berry Global Films, LLC is the surviving company (as so amended, collectively, the "Loan Party Organizational Documents"), and (2) the Loan Party Organizational Documents have been in effect at all times since the date of the resolutions described in clause (A) above, and remain in effect on the Effective Date,

(C)	as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of such Loan Party; and

(D)	as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party;

(iii)

certification of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate delivered pursuant to Section 4(c)(ii); and

(iv)	a certificate of a Responsible Officer of the Borrower as to satisfaction of the condition set forth in Section 4(f) hereof.

(d)

the Administrative Agent, Amendment Lead Arrangers, the Initial Term K Lender and the Initial Term L Lender shall have received, to the extent invoiced at least three business days prior to the Effective Date, reimbursement or payment of (i) all reasonable expenses related to syndication of this Agreement, the Term K Loans and the Term L Loans and (ii) the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel to the Administrative Agent and Amendment Lead Arrangers, in each case, required to be reimbursed or paid by the Loan Parties on or prior to the Effective Date, whether hereunder, under that certain Engagement Letter, dated as of January 31, 2017 among the Borrower, Citi (as defined therein), Credit Suisse AG, Cayman Islands Branch and Credit Suisse Securities (USA) LLC, Barclays Bank PLC, Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its affiliates designated to act thereunder) and Wells Fargo Securities, LLC, or under any Loan Document.

(e)	[Reserved].

(f)

The representations and warranties set forth in Article III of the Credit Agreement shall be true and correct in all material respects as of the Effective Date, in each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and immediately after giving effect to the Borrowing of the Term K Loans and the Term L Loans, no Event of Default or Default shall have occurred and be continuing or would result therefrom.

(g)	The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower in the form attached as Annex A hereto certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the transactions contemplated hereby, are solvent.

(h)

The Amendment Lead Arrangers shall have received, at least three business days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent requested in writing at least 10 days prior to the Effective Date.

(i)	The Administrative Agent shall have received a Borrowing Request in respect of each of the Term K Loans and the Term L Loans as required by Section 2.03 of the Credit Agreement.

(j)

The Administrative Agent shall have received a "Life-of-Loan" flood hazard determination notice for each real property encumbered by a Mortgage, and if such real property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party and (y) certificates of flood insurance evidencing any such insurance required by the Credit Agreement.

(k)	Substantially concurrently with the making by the Initial Term K Lender of its Term K Loans to the Borrower on the Effective Date, all of the principal, interest, fees and other amounts due and payable in respect of the Term D Loans under the Credit Agreement shall have been paid by the Borrower.

(l)	Substantially concurrently with the making by the Initial Term L Lender of its Term L Loans to the Borrower on the Effective Date, all of the principal, interest, fees and other amounts due and payable in respect of the Term G Loans under the Credit Agreement shall have been paid by the Borrower.

SECTION 5. Post Effective Date Security Documentation . The Borrower shall and shall cause each Material Subsidiary to, within 120 days after the Effective Date (or such longer period as the Administrative Agent may determine), deliver to the Administrative Agent, each in form and substance reasonably acceptable to the Administrative Agent, (w) amendments to the Mortgages ("Mortgage Amendments"), (x) date down endorsements to the existing title insurance policies relating to the property subject to such Mortgage Amendment, (y) any documents required in connection with the recording of such Mortgage Amendments and (z) opinions of local counsel with respect to the enforceability, due authorization, execution and delivery of the Mortgage Amendments and other such other matters customarily included in such opinions.

SECTION 6. Representations and Warranties . On the Effective Date, the Loan Parties represent and warrant to the Administrative Agent, the Initial Term K Lender and the Initial Term L Lender that: (a) the execution, delivery and performance by Holdings, the Borrower and each of the Subsidiary Loan Parties of this Agreement and the incurrence of the Term K Loans and the Term L Loans hereunder and under the Credit Agreement (as amended hereby) are permitted under, and do not conflict with or violate, the terms of the Credit Agreement, the Existing ABL Credit Agreement, the Intercreditor Agreement or the Senior Lender Intercreditor Agreement, (b) no default shall exist under the Credit Agreement, the Existing ABL Credit Agreement, and any indenture and supplemental indenture governing the senior notes issued by the Borrower and outstanding on the Effective Date, (c) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with this Agreement or the incurrence by the Borrower of the Term K Loans and the Term L Loans, except for the actions contemplated by Section 5 above, (d) the proceeds of the Term K Loans will be used substantially simultaneously by the Borrower to repay all of the outstanding Term D Loans and (e) the proceeds of the Term K Loans will be used substantially simultaneously by the Borrower to repay all of the outstanding Term G Loans.

SECTION 7. Reference to and Effect on the Credit Agreement; Confirmation of Guarantors .

(a)

On and after the effectiveness of this Agreement, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by, and after giving effect to, this Agreement.

(b)

Each Loan Document, after giving effect to this Agreement, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed, except that, on and after the effectiveness of this Agreement, each reference in each of the Loan Documents (including the Collateral Agreement and the other Security Documents) to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by, and after giving effect to, this Agreement, and each reference to "Lender" therein shall, for the avoidance of doubt, include each holder of any Term K Loans, including the Initial Term K Lender, and each holder of any Term L Loans, including the Initial Term L Lender, respectively. Without limiting the generality of the foregoing, the Security Documents (in the case of the Mortgages, after giving effect to any amendments thereto required in connection with the Term K Loans and the Term L Loans) and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, as amended by, and after giving effect to, this Agreement (in the case of the Mortgages, subject to any limitations contained in the Mortgages on maximum indebtedness or maximum indebtedness permitted to be secured thereby), in each case subject to the terms thereof.

(c)

Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Collateral Agreement) and confirms that (in the case of the Mortgages, if any after giving effect to any amendments required in connection with the Term K Loans and the Term L Loans) such liens and security interests continue to secure the Obligations under the Loan Documents, including, without limitation, all Obligations resulting from or incurred pursuant to the Term K Loans and Term L Loans (in the case of the Mortgages, subject to any limitations contained in the Mortgages on maximum indebtedness or maximum indebtedness permitted to be secured thereby), in each case subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations pursuant to Article II of the Collateral Agreement.

(d)	The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, or constitute a waiver of any provision of any of the Loan Documents.

(e)	This Agreement is a Loan Document.

SECTION 8. Initial Term K Lender and Initial Term L Lender .

(a)

Each of the Initial Term K Lender and the Initial Term L Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.04 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) represents and warrants that its name set forth on its signature page hereto is its legal name; (iv) confirms that it is not the Borrower or any of its Subsidiaries or an Affiliate of any of them; (v) appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vii) attaches any U.S. Internal Revenue Service forms required under Section 2.17 of the Credit Agreement.

(b)

On and after the Effective Date, each of the Initial Term K Lender and the Initial Term L Lender shall be a party to the Credit Agreement as a Lender and shall have all of the rights and obligations of a Lender thereunder. All notices and other communications provided for hereunder or under the Loan Documents to the Initial Term K Lender or to the Initial Term L Lender shall be to its address as set forth in the administrative questionnaire such Lender has furnished to the Administrative Agent.

SECTION 9. Costs, Expenses . The Borrower agrees to pay all reasonable out-of-pocket costs and expenses (including Other Taxes) incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.05 of the Credit Agreement.

SECTION 10. No Novation . This Agreement shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests existing immediately prior to the Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a novation of any of the Loan Documents or a substitution or novation of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which instruments shall remain and continue in full force and effect. Nothing expressed or implied in this Agreement or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under the Credit Agreement or any other Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations and liabilities are in all respects continuing with only the terms being modified as provided in this Agreement.

SECTION 11. Execution in Counterparts . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 4. Delivery of an executed counterpart to this Agreement by facsimile transmission (or other electronic transmission pursuant to procedures approved by the Administrative Agent) shall be effective as delivery of a manually signed original.

SECTION 12. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BERRY PLASTICS CORPORATION

By: /s/ Mark W. Miles

Name: Mark W. Miles

Title: Chief Financial Officer

BERRY PLASTICS GROUP, INC.

By: /s/ Mark W. Miles

Name: Mark V. Miles

Title: Chief Financial Officer

[ Signature Page for Incremental Assumption Agreement]

AEROCON, LLC

AVINTIV ACQUISITION CORPORATION

AVINTIV INC.

AVINTIV SPECIALTY MATERIALS INC.

BERRY PLASTICS ACQUISITION CORPORATION V

BERRY PLASTICS ACQUISITION CORPORATION XI

BERRY PLASTICS ACQUISITION CORPORATION XII

BERRY PLASTICS ACQUISITION CORPORATION XIII

BERRY GLOBAL FILMS, LLC

BERRY PLASTICS ACQUISITION LLC X

BERRY PLASTICS DESIGN, LLC

BERRY PLASTICS FILMCO, INC.

BERRY PLASTICS 1K, LLC

BERRY PLASTICS OPCO, INC.

BERRY PLASTICS SP, INC.

BERRY PLASTICS TECHNICAL SERVICES, INC.

BERRY STERLING CORPORATION

BPREX BRAZIL HOLDING INC.

BPREX CLOSURE SYSTEMS, LLC

BPREX CLOSURES KENTUCKY INC.

BPREX CLOSURES, LLC

BPREX DELTA INC.

BPREX HEALTHCARE BROOKVILLE INC.;

BPREX HEALTHCARE PACKAGING INC.

BPREX PLASTIC PACKAGING INC.

BPREX PLASTICS SERVICES. COMPANY INC.

BPREX PRODUCT DESIGN AND ENGINEERING INC.

BPREX SPECIALTY PRODUCTS PUERTO RICO INC.

CAPLAS, LLC

CAPLAS NEPTUNE, LLC

CAPTIVE PLASTICS HOLDINGS, LLC

CAPTIVE PLASTICS, LLC

CARDINAL PACKAGING, INC.

CHICOPEE, INC.

COVALENCE SPECIALTY ADHESIVES LLC

COVALENCE SPECIALTY COATINGS LLC

CPI HOLDING CORPORATION

By: /s/ Jason K. Greene

Name: Jason K. Greene

Title: Executive Vice President, General Counsel and Secretary

[ Signature Page for Incremental Assumption Agreement]

DOMINION TEXTILE (USA), L.L.C.

FABRENE, L.L.C.

FIBERWEB GEOS, INC.

FIBERWEB, LLC

KERR GROUP, LLC

KNIGHT PLASTICS, LLC

OLD HICKORY STEAMWORKS, LLC

PACKERWARE, LLC

PESCOR, INC.

PGI EUROPE, INC.

PGI POLYMER, INC.

PLIANT INTERNATIONAL, LLC

PLIANT, LLC

POLY-SEAL, LLC

PRIME LABEL & SCREEN INCORPORATED

PRISTINE BRANDS CORPORATION

PROVIDENCIA USA, INC.

ROLLPAK CORPORATION

SAFFRON ACQUISITION, LLC

SEAL FOR LIFE INDUSTRIES, LLC

SETCO, LLC

SUN COAST INDUSTRIES, LLC

UNIPLAST HOLDINGS, LLC

UNIPLAST U.S., INC.

VENTURE PACKAGING, INC.

VENTURE PACKAGING MIDWEST, INC.

By: /s/ Jason K. Greene

Name: Jason K. Greene

Title: Executive Vice President, General Counsel and Secretary

[ Signature Page for Incremental Assumption Agreement]

GRAFCO INDUSTRIES LIMITED PARTNERSHIP

By: CAPLAS NEPTUNE, LLC

its General Partner

By: /s/ Jason K. Greene

Name: Jason K. Greene

Title: Executive Vice President, General Counsel and Secretary

[ Signature Page for Incremental Assumption Agreement]

CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH, as Administrative Agent

By: /s/ Robert Hetu

Name: Robert Hetu

Title: Authorized Signatory

By: /s/ Nicholas Goss

Name: Nicholas Goss

Title: Authorized Signatory

[ Signature Page for Incremental Assumption Agreement]

CITIBANK, N.A., as Initial Term K Lender

By: /s/ Scott Siavik

Name: Scott Siavik

Title: Vice President

CITIBANK, N.A., as Initial Term L Lender

By: /s/ Scott Siavik

Name: Scott Siavik

Title: Vice President

[ Signature Page for Incremental Assumption Agreement]

Schedule 1A

Initial Term K Lender Term K Loan Commitment

Citibank, N.A. $1,147,500,000

Schedule 1B

Initial Term L Lender Term L Loan Commitment

Citibank, N.A. $ 814,375,000

Annex A

SOLVENCY CERTIFICATE
[ ], 2017

Reference is made to the Second Amended and Restated Term Loan Credit Agreement dated as of April 3, 2007 by and among Holdings, the Borrower, the Lenders and other parties thereto and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, Cayman Islands Branch), as administrative agent (as modified by that certain Incremental Assumption Agreement, dated as of February 8, 2013, that certain Incremental Assumption Agreement, dated as of January 6, 2014, that certain Incremental Assumption Agreement and Amendment, dated as of October 1, 2015, that certain Incremental Assumption Agreement and Amendment, dated as of June 15, 2016, that certain Incremental Assumption Agreement, dated as of January 19, 2017, and the Incremental Assumption Agreement dated as of the date hereof (the " Amendment "), the " Credit Agreement "); unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement or the Amendment, as applicable.

I, the undersigned, solely in my capacity as the Chief Financial Officer of the Borrower, and not in my individual capacity, do hereby certify that, on the Effective Date after giving effect to the transactions contemplated by the Amendment:

(a) the fair value of the property of the Borrower and its Subsidiaries (taken as a whole) is greater than the total amount of liabilities, including contingent liabilities, of the Borrower and its Subsidiaries (taken as a whole) (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability);

(b) the present fair salable value of the assets of the Borrower and its Subsidiaries (taken as a whole) is not less than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries (taken as a whole) on their debts as they become absolute and matured;

(c) the Borrower and its Subsidiaries do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay such debts and liabilities as they become absolute and matured; and

(d) the Borrower and its Subsidiaries are not engaged in any business, as conducted on the Effective Date and as proposed to be conducted following the Effective Date, for which the property of the Borrower and its Subsidiaries (taken as a whole) would constitute an unreasonably small capital.

IN WITNESS WHEREOF, I have delivered this certificate as of the date first written above.

BERRY PLASTICS CORPORATION

By
Name:
Title: Chief Financial Officer

Annex A- 10

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

BERRY PLASTICS GROUP, INC.

BERRY PLASTICS GROUP, INC. (the " Corporation "), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the " DGCL "), does hereby certify:

FIRST : That pursuant to a unanimous written consent of the Board of Directors of the Corporation in lieu of a meeting, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

RESOLVED , that Article I of the Certificate of Incorporation of this corporation be, and hereby is amended in its entirety and shall hereafter read as follows:

ARTICLE I

The name of the Corporation (hereinafter called the "Corporation") is:

BERRY GLOBAL GROUP, INC.

RESOLVED , that all other references in the Certificate of Incorporation to "Berry Plastics Group, Inc." be, and hereby are, amended to state "Berry Global Group, Inc."

SECOND : That thereafter, pursuant to Sections 242(a)(1) and 242(b)(1), the Board of Directors determined that consent of the stockholders of the Corporation to the said amendment is not required by statute.

THIRD : That said amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by the unanimous written consent of the Board of Directors of the Corporation.

FOURTH : This Certificate of Amendment of Certificate of Incorporation of the Corporation (and the said amendment referenced herein) shall be effective April 13, 2017.

[Signature page follows]

IN WITNESS WHEREOF , said corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by an authorized officer, the 12 ^th day of April, 2017.

		BERRY PLASTICS GROUP, INC. , a Delaware corporation
		By: /s/ Jason Green Jason Greene Executive Vice President

CERTIFICATE OF AMENDMENT OF

THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF BERRY PLASTICS GROUP, INC.

Berry Plastics Group, Inc. (the "Corporation"), a corporation organized and existing under the laws and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

This Certificate of Amendment (the "Certificate of Amendment") amends the Amended and Restated Certificate of Incorporation of the Corporation (the "Amended and Restated Certificate of Incorporation") filed with the Secretary of State of the State of Delaware on March 6, 2015, and has been duly adopted by the Board of Directors of the Corporation by unanimous written consent in lieu of a meeting in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware (the "DGCL") and by the stockholders of the Corporation in accordance with Section 242 of the DGCL at an annual meeting held on March 2, 2017.

2.	Section 3 of Article V of the Amended and Restated Certificate of Incorporation is hereby deleted in its entirety and replaced with the following:

"Section 3. Classes of Directors; Term of Office . (a) Except as provided in Section 3(b), the Board shall be and is divided into three classes, as nearly equal in number as possible, designated: Class I, Class II and Class III. In case of any increase or decrease, from time to time, in the number of directors, the number of directors in each class shall be apportioned as nearly equal as possible. No decrease in the number of directors shall shorten the term of any incumbent director.

(b) The terms of the directors shall be as follows: (i) at the annual meeting of stockholders to be held in fiscal 2017, the Directors whose terms expire at that meeting or such directors' successors shall be elected to hold office for a term expiring at the annual meeting of stockholders to be held in fiscal 2020; (ii) at the annual meeting of stockholders to be held in fiscal 2018, the directors whose terms expire at that meeting or such directors' successors shall be elected to hold office for a term expiring at the annual meeting of stockholders to be held in fiscal 2019; (iii) at the annual meeting of stockholders to be held in fiscal 2019, the directors whose terms expire at that meeting or such directors' successors shall be elected to hold office for a term expiring at the annual meeting of stockholders to be held in fiscal 2020; and (iv) at the annual meeting of stockholders to be held in fiscal 2020 and at each annual meeting of stockholders thereafter, all directors shall be elected to hold office for a one year term expiring at the next annual meeting of stockholders. Notwithstanding the provisions of Section 3(a), beginning at the annual meeting of stockholders to be held in fiscal 2020, the Board will not be divided into classes. Notwithstanding anything to the contrary in the foregoing, the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, resignation or removal."

3.	Section 7 of Article V of the Amended and Restated Certificate of Incorporation is hereby deleted in its entirety and replaced with the following:

"Section 7. Removal and Resignation of Directors . At any time when the Board is divided into classes, directors may be removed only for cause, and only by the affirmative vote of the holders of a majority of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors. At any time when the Board is not divided into classes, directors may be removed with or without cause by the affirmative vote of the holders of a majority of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors. A director may resign at any time by filing his or her written resignation with the secretary of the Corporation."

4.	Except as amended hereby, all other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.

[ Remainder of this page intentionally left blank ]

IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment to be signed by Jason K. Greene, its Executive Vice President, Chief Legal Officer and Secretary, this 2 ^nd day of March, 2017.

BERRY PLASTICS GROUP, INC.

By: /s/ Jason K. Greene

Name: Jason K. Greene

Title: Executive Vice President, Chief Legal Officer and Secretary

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

BERRY PLASTICS GROUP, INC.

Berry Plastics Group, Inc. (the "Corporation"), a corporation organized and existing under the laws and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

1. The name of the Corporation is BERRY PLASTICS GROUP, INC.

2. The Corporation was originally incorporated under the name TP&A Acquisition Corporation. The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was November 18, 2005. The Corporation most recently filed the Amended and Restated Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware on October 10, 2012.

3. This Amended and Restated Certificate of Incorporation amends and restates the Certificate of Incorporation of the Corporation, as most recently amended by the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on October 10, 2012, and has been duly adopted by the Board of Directors of the Corporation by unanimous written consent in lieu of a meeting in accordance with Sections 141(f), 242 and 245 of the General Corporation Law of the State of Delaware (the "DGCL") and by the stockholders of the Corporation in accordance with Sections 242 and 245 of the DGCL at an annual meeting held on March 4, 2015.

4. The Certificate of Incorporation of the Corporation, as amended and restated hereby, shall, upon the effectiveness hereof, read in its entirety, as follows:

ARTICLE I

The name of the Corporation (hereinafter called the "Corporation") is:

BERRY PLASTICS GROUP, INC.

ARTICLE II

The address of the Corporation's registered office in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, State of Delaware 19904. The name of the Corporation's registered agent at such address is National Registered Agents, Inc.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act and activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

ARTICLE IV

Section 1. Authorized Shares . The total number of shares of all classes of stock that the Corporation shall have authority to issue is 450,000,000 shares, of which
400,000,000 shares shall be common stock, $0.01 par value ("Common Stock") and 50,000,000 shares shall be preferred stock, $0.01 par value ("Preferred Stock").

Section 2. Common Stock . Except as otherwise required by applicable law, all shares of Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, subject to the same qualifications, limitations and restrictions. The terms of the Common Stock set forth below shall be subject to the express terms of any series of Preferred Stock.

(a) Voting Rights . Except as otherwise required by applicable law, the holders of Common Stock shall be entitled to one vote per share on all matters to be voted on by the Corporation's stockholders. No stockholder of the Corporation shall be entitled to exercise any right of cumulative voting.

(b) Dividends . The holders of Common Stock shall be entitled to receive, as, if and when declared by the Board of Directors of the Corporation (the "Board") out of the funds of the Corporation legally available therefor, such dividends (payable in cash, stock or otherwise) as the Board may from time to time determine, payable to stockholders of record on such dates, not exceeding 60 days preceding the dividend payment dates, as shall be fixed for such purpose by the Board in advance of payment of each particular dividend.

(c) Liquidation . In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after the distribution or payment of any liabilities and accrued but unpaid dividends and any liquidation preferences on any outstanding Preferred Stock, the remaining assets of the Corporation available for distribution to stockholders shall be distributed among and paid to the holders of Common Stock ratably in proportion to the number of shares of Common Stock held by them respectively.

Section 3. Preferred Stock . The Board is authorized to provide for the issuance from time to time of shares of Preferred Stock in one or more series and, by filing a certificate (a "Preferred Stock Certificate of Designation") pursuant to the applicable provisions of the Delaware General Corporation Law (the "DGCL"), to establish from time to time the number of shares to be included in each such series, with such powers, designations, preferences and relative, participating, optional or other rights, if any, and qualifications, limitations or restrictions thereof, if any, as are stated and expressed in the resolution or resolutions providing for the issuance thereof adopted by the Board (as such resolutions may be amended by a resolution or resolutions subsequently adopted by the Board), and as are not stated and expressed in this Amended and Restated Certificate of Incorporation, including, but not limited to, determination of any of the following:

(a) the distinctive designation of the series, whether by number, letter or title, and the number of shares which will constitute the series, which number may be increased or decreased (but not below the number of shares then outstanding and except to the extent otherwise provided in the applicable Preferred Stock Certificate of Designation) from time to time by action of the Board;

(b) the dividend rate, if any, and the times of payment of dividends, if any, on the shares of the series, whether such dividends will be cumulative and, if so, from what date or dates, and the relation which such dividends, if any, shall bear to the dividends payable on any other class or classes of stock;

(c) the price or prices at which, and the terms and conditions on which, the shares of the series may be redeemed at the option of the Corporation;

(d) whether or not the shares of the series will be entitled to the benefit of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if so entitled, the amount of such fund and the terms and provisions relative to the operation thereof;

(e) the amounts payable on, and the preferences, if any, of the shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(f) whether or not the shares of the series will be convertible into, or exchangeable for, any other shares of stock of the Corporation or other securities and, if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments thereof, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(g) whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class of stock in any respect, or will be entitled to the benefit of limitations restricting the issuance of shares of any other series or class of stock, restricting the payment of dividends on or the making of other distributions in respect of shares of any other series or class of stock ranking junior to the shares of the series as to dividends or assets, or restricting the purchase or redemption of the shares of any such junior series or class, and the terms of any such restriction;

(h) whether or not the shares of the series will have voting rights in addition to any voting rights provided by law and, if so, the terms of such voting rights; and

(i) any other terms of the shares of the series.

ARTICLE V

Section 1. General Powers . Except as otherwise provided by applicable law or this Amended and Restated Certificate of Incorporation, in each case as the same may be amended and supplemented, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

Section 2. Number of Directors . The number of directors that shall constitute the whole Board shall be as determined from time to time by a majority of the Board; provided , that in no event shall the total number of directors constituting the entire Board be less than three (3) nor more than fifteen (15). Election of directors need not be by written ballot.

Section 3. Classes of Directors; Term of Office . The Board shall be and is divided into three classes, as nearly equal in number as possible, designated: Class I, Class II and Class III. In case of any increase or decrease, from time to time, in the number of directors, the number of directors in each class shall be apportioned as nearly equal as possible. No decrease in the number of directors shall shorten the term of any incumbent director.

Each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected; provided , that each director initially appointed to Class I shall serve for a term expiring at the Corporation's annual meeting of stockholders held in 2013; each director initially appointed to Class II shall serve for a term expiring at the Corporation's annual meeting of stockholders held in 2014; and each director initially appointed to Class III shall serve for a term expiring at the Corporation's annual meeting of stockholders held in 2015; provided , further , that the term of each director shall continue until the election and qualification of his successor and be subject to his earlier death, resignation or removal.

Section 4. Quorum . Except as otherwise provided by law, this Amended and Restated Certificate of Incorporation or the Bylaws, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board, but in no event shall less than one-third of the directors constitute a quorum. A majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.

Section 5. Manner of Acting . Every act or decision done or made by the majority of the directors present at a meeting at which a quorum is present shall be regarded as the act of the Board unless the act of a greater number is required by law, this Amended and Restated Certificate of Incorporation or the Bylaws, in each case as the same may be amended and supplemented.

Section 6. Vacancies . Any vacancy or newly created directorships in the Board, however occurring, shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, except as otherwise provided by law, and shall not be filled by the stockholders of the Corporation. A director elected to fill a vacancy shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor and to such director's earlier death, resignation or removal.

If any applicable provision of the DGCL expressly confers power on stockholders to fill such a directorship at a special meeting of stockholders, such a directorship may be filled at such meeting only by the affirmative vote of the holders of a majority of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

Section 7. Removal and Resignation of Directors . Directors may be removed only for cause, and only by the affirmative vote of the holders of a majority of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors. A director may resign at any time by filing his written resignation with the secretary of the Corporation.

Section 8. Voting Rights of Preferred Stock . Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal, filling of vacancies and other features of such directorships shall be governed by the terms of this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article unless expressly provided by such terms.

ARTICLE VI

In furtherance and not in limitation of the rights, powers, privileges and discretionary authority granted or conferred by statute, the Board is expressly authorized to:

(a) make, alter, amend or repeal the Bylaws, without any action on the part of the stockholders of the Corporation and subject to any limitations that may be contained in such Bylaws, but any Bylaws adopted by the Board may be amended, modified or repealed by the stockholders entitled to vote thereon; and

(b) from time to time to determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Corporation, or any of them, shall be open to inspection of stockholders; and, except as so determined or as expressly provided in this Amended and Restated Certificate of Incorporation or in any Preferred Stock Certificate of Designation, no stockholder shall have any right to inspect any account, book or document of the Corporation other than such rights as may be conferred by applicable law.

ARTICLE VII

Any action required or permitted to be taken by the holders of the Common Stock of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent or consents in writing by stockholders.

ARTICLE VIII

Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Chairman of the Board or a majority of the members of the Board pursuant to a resolution approved by the Board, and special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE IX

To the extent permitted by the DGCL, a director of the Corporation will not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (or any successor provision thereto), or (iv) for any transaction from which the director derived any improper personal benefit. Any repeal or amendment or modification of this Article IX by the stockholders of the Corporation or by changes in applicable law, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Article IX, will, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide a broader limitation on a retroactive basis than permitted prior thereto), and will not adversely affect any limitation on the personal liability of any director of the Corporation at the time of such repeal or amendment or modification or adoption of such inconsistent provision. If any provision of the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

ARTICLE X

(a) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was, at any time during which this Amended and Restated Certificate of Incorporation is in effect (whether or not such person continues to serve in such capacity at the time any indemnification or payment of expenses pursuant hereto is sought or at the time any proceeding relating thereto exists or is brought), a director or officer of the Corporation or is or was at any such time serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (hereinafter, an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity while serving as a director, officer, trustee, employee or agent, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor of the Corporation by merger or otherwise) to the fullest extent authorized by the DGCL as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or modification, only to the extent that such amendment or modification permits the Corporation to provide greater indemnification rights than said law permitted the Corporation to provide prior to such amendment or modification), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided , however , that except as provided in paragraph (c) of this Article X, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Article X shall include the right, without the need for any action by the Board, to be paid by the Corporation (and any successor of the Corporation by merger or otherwise) the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided , however , that if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter, the "undertaking") by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal (a "final disposition") that such director or officer is not entitled to be indemnified for such expenses under this Article X or otherwise. The rights conferred upon indemnitees in this Article X shall be contract rights between the Corporation and each indemnitee to whom such rights are extended that vest at the commencement of such person's service to or at the request of the Corporation and all such rights shall continue as to an indemnitee who has ceased to be a director or officer of the Corporation or ceased to serve at the Corporation's request as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, as described herein, and shall inure to the benefit of the indemnitee's heirs, executors and administrators.

(b) To obtain indemnification under this Article X, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this paragraph (b), a determination, if required by applicable law, with respect to the claimant's entitlement thereto shall be made as follows: (i) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (ii) if no request is made by the claimant for a determination by Independent Counsel, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the claimant, or (C) if a quorum of Disinterested Directors so directs, by a majority of the stockholders of the Corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by the Board unless there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification is claimed a "Change of Control" as defined in the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within ten (10) days after such determination.

(c)

If a claim under paragraph (a) of this Article X is not paid in full by the Corporation within thirty (30) days after a written claim pursuant to paragraph (b) of this
Article X has been received by the Corporation (except in the case of a claim for advancement of expenses, for which the applicable period is twenty (20) days), the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action that the claimant has not met the standard of conduct which makes it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(d)

If a determination shall have been made pursuant to paragraph (b) of this
Article X that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (c) of this Article X.

(e)

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (c) of this Article X that the procedures and presumptions of this Article X are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Article X.

(f)

The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article X: (i) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Amended and Restated Certificate of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise and (ii) cannot be terminated by the Corporation, the Board or the stockholders of the Corporation with respect to a person's service prior to the date of such termination. Any amendment, modification, alteration or repeal of this Article X that in any way diminishes, limits, restricts, adversely affects or eliminates any right of an indemnitee or his or her successors to indemnification, advancement of expenses or otherwise shall be prospective only and shall not, without the written consent of the indemnitee, in any way diminish, limit, restrict, adversely affect or eliminate any such right with respect to any actual or alleged state of facts, occurrence, action or omission then or previously existing, or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such actual or alleged state of facts, occurrence, action or omission.

(g)

The Corporation may maintain insurance, at its expense, to protect itself and any current or former director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. To the extent that the Corporation maintains any policy or policies providing such insurance, each such current or former director or officer, and each such agent or employee to which rights to indemnification have been granted as provided in paragraph (h) of this Article X, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such current or former director, officer, employee or agent.

(h)

The Corporation may, to the extent authorized from time to time by the Board or the Chief Executive Officer, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in connection with any proceeding in advance of its final disposition, to any current or former employee or agent of the Corporation to the fullest extent of the provisions of this Article X with respect to the indemnification and advancement of expenses of current or former directors and officers of the Corporation.

(i)

If any provision or provisions of this Article X shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article X (including, without limitation, each portion of any paragraph of this Article X containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article X (including, without limitation, each such portion of any paragraph of this Article X containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

(j)

For purposes of this Article X:

(i)	"Disinterested Director" means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.

(ii)

"Independent Counsel" means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporate law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant's rights under this Article X.

(k) Any notice, request or other communication required or permitted to be given to the Corporation under this Article X shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

ARTICLE XI

Neither any contract or other transaction between the Corporation and any other corporation, partnership, limited liability company, joint venture, firm, association, or other entity (an "Entity"), nor any other acts of the Corporation with relation to any other Entity will, in the absence of fraud, in any way be invalidated or otherwise affected by the fact that any one or more of the directors or officers of the Corporation are pecuniarily or otherwise interested in, or are directors, officers, partners, or members of, such other Entity (such directors, officers, and Entities, each a "Related Person"). Any Related Person may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation, provided , that the fact that such person is a Related Person is disclosed or is known to the Board or a majority of directors present at any meeting of the Board at which action upon any such contract or transaction is taken; and any director of the Corporation who is also a Related Person may be counted in determining the existence of a quorum at any meeting of the Board during which any such contract or transaction is authorized and may vote thereat to authorize any such contract or transaction, with like force and effect as if such person were not a Related Person. Any director of the Corporation may vote upon any contract or any other transaction between the Corporation and any subsidiary or affiliated corporation without regard to the fact that such person is also a director or officer of such subsidiary or affiliated corporation.

Any contract, transaction or act of the Corporation or of the directors that is ratified at any annual meeting of the stockholders of the Corporation, or at any special meeting of the stockholders of the Corporation called for such purpose, will, insofar as permitted by applicable law, be as valid and as binding as though ratified by every stockholder of the Corporation; provided , however , that any failure of the stockholders to approve or ratify any such contract, transaction or act, when and if submitted, will not be deemed in any way to invalidate the same or deprive the Corporation, its directors, officers or employees, of its or their right to proceed with such contract, transaction or act.

Any person or entity purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XI.

ARTICLE XII

The Corporation elects not to be governed by Section 203 of the DGCL.

ARTICLE XIII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at least a majority in voting power of all the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to modify, amend or repeal, this Amended and Restated Certificate of Incorporation.

ARTICLE XIV

If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

ARTICLE XV

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation's stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, or (d) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in any share of capital stock of the Corporation shall be deemed to have notice of and consent to the provisions of this Article XV.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, BERRY PLASTICS GROUP, INC. has caused this Amended and Restated Certificate of Incorporation to be signed by Jason K. Greene, General Counsel and Secretary, this 6th day of March, 2015.

BERRY PLASTICS GROUP, INC.

By:	/s/ Jason K. Greene
	Name: Jason K. Greene Title: General Counsel and Secretary

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	New York Stock Exchange

Class		Outstanding at November 21, 2017
Common Stock, $.01 par value per share		131.0 million shares

		Page
	PART I

Item 1	BUSINESS	3
Item 1A.	RISK FACTORS	6
Item 1B.	UNRESOLVED STAFF COMMENTS	9
Item 2.	PROPERTIES	10
Item 3.	LEGAL PROCEEDINGS	10
Item 4.	MINE SAFETY DISCLOSURES	10

	PART II

Item 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES	11
Item 6	SELECTED FINANCIAL DATA	12
Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	22
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	23
Item 9A.	CONTROLS AND PROCEDURES	23
Item 9B.	OTHER INFORMATION	23

	PART III

Item 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	24
Item 11.	EXECUTIVE COMPENSATION	24
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	24
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	24
Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	24

	PART IV

Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	25
Item 16.	FORM 10-K SUMMARY	25

Geographic Region	Total Facilities	Leased Facilities
North America	98	27
Europe, Middle East	16	5
South America	4	1
Asia, Australia	9	2

	Fiscal 2017				Fiscal 2016
	High		Low		High		Low
1st quarter	$	51.68	$	42.46	$	37.59	$	28.41
2nd quarter		52.97		47.19		36.66		27.79
3rd quarter		58.95		47.24		40.00		34.96
4th quarter		58.85		54.89		46.26		38.19

	Fiscal 2017			Fiscal 2016			Fiscal 2015			Fiscal 2014			Fiscal 2013
Statement of Operations Data: Net sales	$	7,095		$	6,489		$	4,881		$	4,958		$	4,647
Operating income		732			581			408			316			386
Net income		340			236			86			62			57
Net Income Per Share Data:
Basic, net income per share	$	2.66		$	1.95		$	0.72		$	0.53		$	0.50
Diluted, net income per share		2.56			1.89			0.70			0.51			0.48
Balance Sheet Data:
Total assets	$	8,476		$	7,653		$	5,028		$	5,252		$	5,111
Long-term debt obligations		5,641			5,755			3,685			3,902			3,922
Statement of Cash Flow Data:
Net cash from operating activities	$	975		$	857		$	637		$	530		$	464
Net cash from investing activities		(774	)		(2,579	)		(165	)		(422	)		(245	)
Net cash from financing activities		(226	)		1,817			(365	)		(119	)		(164	)

	Polyethylene Butene Film						Polypropylene
	2017		2016		2015		2017		2016		2015
1st quarter	$	.75	$	.69	$	.86	$	.69	$	.70	$	.92
2nd quarter		.77		.66		.75		.80		.75		.73
3rd quarter		.79		.73		.76		.74		.71		.68
4th quarter		.81		.75		.73		.75		.71		.66

Consolidated Overview	Fiscal Year
	2017				2016				$ Change			% Change
Net sales		$	7,095			$	6,489			$	606		9	%
Operating income		$	732			$	581			$	151		26	%
Operating income percentage of net sales			10	%			9	%

Engineered Materials	Fiscal Year
	2017				2016				$ Change			% Change
Net sales		$	2,375			$	1,627			$	748		46	%
Operating income		$	316			$	182			$	134		74	%
Operating income percentage of net sales			13	%			11	%

Health, Hygiene & Specialties	Fiscal Year
	2017				2016				$ Change				% Change
Net sales		$	2,369			$	2,400			$	(31	)		(1	)%
Operating income		$	216			$	196			$	20			10	%
Operating income percentage of net sales			9	%			8	%

Consumer Packaging	Fiscal Year
	2017				2016				$ Change				% Change
Net sales		$	2,351			$	2,462			$	(111	)		(5	)%
Operating income		$	200			$	203			$	(3	)		(1	)%
Operating income percentage of net sales			9	%			8	%

Debt extinguishment	Fiscal Year
	2017			2016			$ Change			% Change
Debt extinguishment		$	10		$	4		$	6		150	%

Other expense (income), net	Fiscal Year
	2017			2016				$ Change			% Change
Other expense (income), net		$	4		$	(22	)		$	26		118	%

Interest expense	Fiscal Year
	2017			2016			$ Change				% Change
Interest expense, net		$	269		$	291		$	(22	)		(8	)%

Income tax expense	Fiscal Year
	2017			2016			$ Change			% Change
Income tax expense		$	109		$	72		$	37		51	%

Comprehensive Income	Fiscal Year
	2017			2016			$ Change			% Change
Comprehensive Income		$	420		$	207		$	213		103	%

	Payments due by period as of the end of fiscal 2017
	Total		< 1 year		1-3 years		4-5 years		> 5 years
Long-term debt, excluding capital leases	$	5,556	$	5	$	1,010	$	824	$	3,717
Capital leases ^(a)		146		33		60		41		12
Fixed interest rate payments		533		87		175		175		96
Variable interest rate payments ^(b)		630		153		270		168		39
Operating leases		426		64		104		80		178
Total contractual cash obligations	$	7,291	$	342	$	1,619	$	1,288	$	4,042

	Years Ended
	September 30, 2017			October 1, 2016			September 26, 2015
Cash flow from operating activities	$	975		$	857		$	637
Net additions to property, Additions to property, plant and equipment, net		(263	)		(283	)		(162	)
Payments of tax receivable agreement		(111	)		(57	)		(39	)
Adjusted free cash flow	$	601		$	517		$	436

	Fair Value July 1, 2017		Carrying Value July 1, 2017		Goodwill as of September 30, 2017
HHS – South America		390		359		107
HHS – Asia		530		356		75

Reports of Independent Registered Public Accounting Firm	26
Consolidated Statements of Income and Comprehensive Income for fiscal 2017, 2016 and 2015	28
Consolidated Balance Sheets as of fiscal 2017 and 2016	29
Consolidated Statements of Changes in Stockholders' Equity (Deficit) for fiscal 2017, 2016 and 2015	30
Consolidated Statements of Cash Flows for fiscal 2017, 2016 and 2015	31
Notes to Consolidated Financial Statements	32

	Fiscal years ended
	September 30, 2017		October 1, 2016			September 26, 2015
Net sales	$	7,095	$	6,489		$	4,881
Costs and expenses:
Cost of goods sold		5,691		5,202			4,012
Selling, general and administrative		494		531			357
Amortization of intangibles		154		143			91
Restructuring and impairment charges		24		32			13
Operating income		732		581			408

Debt extinguishment		10		4			94
Other (income) expense, net		4		(22	)		1
Interest expense, net		269		291			191
Income before income taxes		449		308			122
Income tax expense		109		72			36
Net income	$	340	$	236		$	86
Net income per share:
Basic (see footnote 14)	$	2.66	$	1.95		$	0.72
Diluted (see footnote 14)	$	2.56	$	1.89		$	0.70

	September 30, 2017			October 1, 2016
Assets
Current assets:
Cash and cash equivalents	$	306		$	323
Accounts receivable, net		847			704
Inventories		762			660
Prepaid expenses and other current assets		89			105
Total current assets		2,004			1,792
Property, plant and equipment, net		2,366			2,224
Goodwill and intangible assets, net		4,061			3,606
Other assets		45			31
Total assets	$	8,476		$	7,653

Liabilities
Current liabilities:
Accounts payable	$	638		$	539
Accrued expenses and other current liabilities		463			449
Current portion of long-term debt		33			43
Total current liabilities		1,134			1,031
Long-term debt, less current portion		5,608			5,712
Deferred income taxes		419			272
Other long-term liabilities		300			417
Total liabilities		7,461			7,432
Commitments and contingencies

Stockholders' Equity:
Common stock: (130.9 and 122.0 shares issued, respectively)		1			1
Additional paid-in capital		823			449
Non-controlling interest		3			3
Retained earnings (deficit)		256			(84	)
Accumulated other comprehensive loss		(68	)		(148	)
Total stockholders' equity		1,015			221
Total liabilities and stockholders' equity	$	8,476		$	7,653

	Common Stock		Additional Paid-in Capital			Non-Controlling Interest		Accumulated Other Comprehensive Loss			Retained Earnings (Deficit)			Total
Balance at September 27, 2014	$	1	$	367		$	3	$	(43	)	$	(442	)	$	(114	)
Stock compensation expense		—		21			—		—			—			21
Proceeds from issuance of common stock		—		18			—		—			—			18
Interest rate hedge, net of tax		—		—			—		(21	)		—			(21	)
Net income attributable to the Company		—		—			—		—			86			86
Currency translation		—		—			—		(45	)		—			(45	)
Defined benefit pension and retiree health benefit plans, net of tax		—		—			—		(10	)		—			(10	)
Balance at September 26, 2015	$	1	$	406		$	3	$	(119	)	$	(356	)	$	(65	)
Stock compensation expense		—		20			—		—			—			20
Cumulative effect of excess tax benefit from the adoption of ASU 2016-09		—		—			—		—			36			36
Proceeds from issuance of common stock		—		26			—		—			—			26
Interest rate hedge, net of tax		—		—			—		(9	)		—			(9	)
Net income attributable to the Company		—		—			—		—			236			236
Currency translation		—		—			—		(1	)		—			(1	)
Defined benefit pension and retiree health benefit plans, net of tax		—		—			—		(19	)		—			(19	)
Other equity		—		(3	)		—		—			—			(3	)
Balance at October 1, 2016	$	1	$	449		$	3	$	(148	)	$	(84	)	$	221
Stock compensation expense		—		20			—		—			—			20
Proceeds from issuance of common stock		—		31			—		—			—			31
Interest rate hedge, net of tax		—		—			—		18			—			18
Net income attributable to the Company		—		—			—		—			340			340
Currency translation		—		—			—		34			—			34
Defined benefit pension and retiree health benefit plans, net of tax		—		—			—		28			—			28
Equity issuance, net (see Footnote 2)		—		323			—		—			—			323
Balance at September 30, 2017	$	1	$	823		$	3	$	(68	)	$	256		$	1,015

Inventories:	2017		2016
Finished goods	$	428	$	397
Raw materials		334		263
	$	762	$	660

Property, plant and equipment:	2017			2016
Land, buildings and improvements	$	792		$	667
Equipment and construction in progress		3,895			3,552
		4,687			4,219
Less accumulated depreciation		(2,321	)		(1,995	)
	$	2,366		$	2,224

	Consumer Packaging			Health, Hygiene & Specialties		Engineered Materials			Total
Balance as of fiscal 2015	$	1,520		$	48	$	84		$	1,652
Foreign currency translation adjustment		—			13		1			14
Acquisitions, net		—			740		—			740
Balance as of fiscal 2016	$	1,520		$	801	$	85		$	2,406
Segment re-alignment		(110	)		7		103			—
Foreign currency translation adjustment		1			11		(1	)		11
Acquisitions, net		—			—		358			358
Balance as of fiscal 2017	$	1,411		$	819	$	545		$	2,775

	Customer Relationships			Trademarks			Other Intangibles		Accumulated Amortization			Total
Balance as of fiscal 2015	$	1,159		$	281		$	106	$	(853	)	$	693
Adjustment for income taxes		(3	)		—			—		—			(3	)
Foreign currency translation adjustment		11			—			1		(2	)		10
Amortization expense		—			—			—		(143	)		(143	)
Acquisition intangibles		523			45			75		—			643
Balance as of fiscal 2016	$	1,690		$	326		$	182	$	(998	)	$	1,200

Adjustment for income taxes		—			1			—		—			1
Foreign currency translation adjustment		6			(1	)		1		(3	)		3
Amortization expense		—			—			—		(154	)		(154	)
Acquisition intangibles		226			9			1		—			236
Balance as of fiscal 2017	$	1,922		$	335		$	184	$	(1,155	)	$	1,286

	Currency Translation			Defined Benefit Pension and Retiree Health Benefit Plans			Interest Rate Swaps			Accumulated Other Comprehensive Loss
Balance as of fiscal 2014	$	(36	)	$	(15	)	$	8		$	(43	)
Other comprehensive loss		(45	)		(16	)		(33	)		(94	)
Provision for income taxes		—			6			12			18
Balance as of fiscal 2015	$	(81	)	$	(25	)	$	(13	)	$	(119	)
Other comprehensive loss		(1	)		(25	)		(30	)		(56	)
Net amount reclassified from accumulated other comprehensive income (loss)		—			2			16			18
Provision for income taxes		—			4			5			9
Balance as of fiscal 2016	$	(82	)	$	(44	)	$	(22	)	$	(148	)
Other comprehensive income		34			25			7			66
Net amount reclassified from accumulated other comprehensive income (loss) ^(a)		—			13			21			34
Provision for income taxes		—			(10	)		(10	)		(20	)
Balance as of fiscal 2017	$	(48	)	$	(16	)	$	(4	)	$	(68	)

Working capital (a)	$	140
Property and equipment		223
Intangible assets		214
Goodwill		343
Historical AEP debt assumed		(7	)
Other assets and long-term liabilities		(122	)
(a) Includes a $5 million step up of inventory to fair value

Maturity Date		September 30, 2017			October 1, 2016
Term loan	February 2020	$	1,000		$	1,351
Term loan	January 2021		814			814
Term loan	October 2022		1,645			1,895
Term loan	January 2024		498			—
Revolving line of credit	May 2020		—			—
5 ¹ / ₈ % Second Priority Senior Secured Notes	July 2023		700			700
5 ¹ / ₂ % Second Priority Senior Secured Notes	May 2022		500			500
6% Second Priority Senior Secured Notes	October 2022		400			400
Debt discounts and deferred fees			(48	)		(58	)
Capital leases and other	Various		132			153
Total long-term debt			5,641			5,755
Current portion of long-term debt			(33	)		(43	)
Long-term debt, less current portion		$	5,608		$	5,712

Fiscal Year	Maturities
2018	$	33
2019		33
2020		1,033
2021		839
2022		21
Thereafter		3,730
	$	5,689

Derivatives Instruments	Hedge Designation	Balance Sheet Location	2017		2016
Foreign currency forward contracts	Not designated	Other assets	$	—	$	3
Interest rate swaps	Designated	Other assets		1		—
Interest rate swaps	Not designated	Other assets		13		—
Interest rate swaps	Designated	Other long-term liabilities		15		48
Interest rate swaps	Not designated	Other long-term liabilities		13		—

		Fiscal years Ended
Derivatives instruments	Statement of Income Location	September 30, 2017				October 1, 2016			September 26, 2015
Interest rate swaps	Interest expense, net		$	24			$	16		$	—
Foreign currency swaps	Other (income) expense		$	(2	)		$	13		$	—

	As of the end of fiscal 2017
	Level 1		Level 2		Level 3		Total		Impairment
Indefinite-lived trademarks	$	—	$	—	$	248	$	248	$	—
Goodwill		—		—		2,775		2,775		—
Definite lived intangible assets		—		—		1,038		1,038		—
Property, plant and equipment		—		—		2,366		2,366		2
Total	$	—	$	—	$	6,427	$	6,427	$	2

	As of the end of fiscal 2016
	Level 1		Level 2		Level 3		Total		Impairment
Indefinite-lived trademarks	$	—	$	—	$	248	$	248	$	—
Goodwill		—		—		2,406		2,406		—
Definite lived intangible assets		—		—		952		952		—
Property, plant and equipment		—		—		2,224		2,224		3
Total	$	—	$	—	$	5,830	$	5,830	$	3