Berry Plastics Corporation Agrees to Acquire Captive Plastics, Inc.

EVANSVILLE, INDIANA, DECEMBER 21, 2007 - Berry Plastics Corporation, an Apollo Management, L.P. and Graham Partners portfolio company, announced today that it has entered into a definitive agreement to acquire 100% of the outstanding common stock of Captive Holdings, Inc., the parent company of Captive Plastics, Inc. ("Captive"), a First Atlantic Capital, Ltd. portfolio company. Pursuant to the acquisition agreement, Berry will pay approximately $500 million in cash for Captive, subject to certain customary adjustments. In connection with the transaction, Berry has obtained financing commitments to finance the transaction. The transaction is scheduled to close in the first quarter of 2008 and is subject to customary closing conditions.

Captive manufactures blow-molded bottles and injection-molded closures for the food, healthcare, spirits and personal care end markets. Captive is headquartered in Piscataway, NJ and operates 13 plants across the United States.

Ira Boots, Chairman and CEO of Berry Plastics Corporation, stated "The acquisition of Captive is another step in our quest to be a total solution provider of plastic packaging with the Captive product line significantly enhancing our abilities to better serve our customers. We are excited about the skill sets that the Captive employees bring to Berry for the benefit of all of our customers, employees and investors. Captive has a history of strong growth and fits in perfectly with our existing product lines."

Roberto Buaron, Chairman of First Atlantic Capital, said, "We are very pleased with the success of Captive over the past three years and believe the business is well positioned for future growth as part of Berry Plastics. Our strategy of expanding Captive through internal investment and add-on acquisitions has built a very strong company and generated an excellent outcome for our investors."

Peter Martin, President and CEO of Captive, said, "Captive is an excellent fit with Berry Plastics and, together, we will offer a more integrated product line with the ability and scale to serve the growing plastic packaging needs of our customers. We look forward to joining the Berry family."

The Captive announcement is the second acquisition announced by Berry in the last few days. On December 19th, Berry announced the acquisition of MAC Closures, Inc.