U.S. $1,644,750,000 and $498,750,000 Incremental Assumption Agreement, dated as of August 10, 2017, by and among Berry Plastics Group, Inc., Berry Plastics Corporation and certain of its subsidiaries referenced therein, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders under the term loan credit agreement referenced therein, Wells Fargo Bank, National Association, as initial Term M lender and Wells Fargo Bank, National Association, as initial Term N lender therein

THIS INCREMENTAL ASSUMPTION AGREEMENT (this "Agreement"), dated as of August 10, 2017, is among BERRY GLOBAL, INC. (formerly known as Berry Plastics Corporation), a Delaware corporation (the "Borrower"), BERRY GLOBAL GROUP, INC. (formerly known as 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"), Wells Fargo Bank, National Association, as an Incremental Term Lender (as defined in the Credit Agreement referred to below) with respect to the Term M Loans (in such capacity, the "Initial Term M Lender"), Wells Fargo Bank, National Association, as an Incremental Term Lender with respect to the Term N Loans (in such capacity, the "Initial Term N 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, that certain Incremental Assumption Agreement, dated as of January 19, 2017 and that certain Incremental Assumption Agreement, dated as of February 10, 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 M Lender provide an Incremental Term Loan Commitment (and Incremental Term Loans consisting of Other Term Loans) in the amount of $1,644,750,000.00 (such commitment, the "Term M Loan Commitment" and such Incremental Term Loans, the "Term M Loans"), and the Initial Term M Lender is willing to provide the Term M Loan Commitment and Term M Loans, subject in each case to the terms and conditions set forth herein.

(3) The Borrower has requested that the Initial Term N Lender provide an Incremental Term Loan Commitment (and Incremental Term Loans consisting of Other Term Loans) in the amount of $498,750,000.00 (such commitment, the "Term N Loan Commitment" and such Incremental Term Loans, the "Term N Loans"), and the Initial Term N Lender is willing to provide the Term N Loan Commitment and Term N Loans, subject in each case to the terms and conditions set forth herein.

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

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

For purposes of this Section 2(d), "Term M Loan Repricing Event" shall mean any prepayment or repayment of Term M Loans with the proceeds of, or any conversion or amendment of Term M 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 M 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 M 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 M Loans).

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

For purposes of this Section 3(d), "Term N Loan Repricing Event" shall mean any prepayment or repayment of Term N Loans with the proceeds of, or any conversion or amendment of Term N 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 N 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 N 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 N Loans).

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

(1)

written confirmation (which confirmation may be provided in the form of an electronic mail acknowledgment in form and substance reasonably satisfactory to the Administrative Agent) from local counsel in the jurisdiction in which the Mortgaged Property (which are set forth on Schedule 2 hereto) is located substantially to the effect that: (x) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, for the benefit of the Secured Parties; and (y) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, for the benefit of the Secured Parties;

OR

(2)

(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.

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.

Initial Term M Lender Term M Loan Commitment

Wells Fargo Bank, National Association $1,644,750,000.00

Initial Term N Lender Term N Loan Commitment

Wells Fargo Bank, National Association $498,750,000.00

1. 111 Excellence Lane, Mooresville, NC 28115

2. 1020 Shenandoah Village Dr., Waynesboro, VA 22980

3. 1203 Chicopee Road, Benson, NC 27504

4. 20 Elmwood Ave., Mountain Top, PA 18707

5. 70 Old Hickory Blvd., Old Hickory, TN 37138

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