Exhibit 10.7


    MANAGEMENT
      AGREEMENT,
      dated
      as of September 20, 2006, among BERRY
      PLASTICS CORPORATION,
      a
      Delaware corporation (the “Company”),
      BERRY
      PLASTICS GROUP, INC., a
      Delaware corporation (“Group”),
      APOLLO
      MANAGEMENT VI, L.P.,
      a
      Delaware limited partnership (“Apollo”)
      and
GRAHAM
      PARTNERS, INC. a
      Delaware corporation (“Graham”;
      Apollo
      and Graham collectively referred to hereafter as “Sponsors”
and
      each a “Sponsor”).

     

    WHEREAS,
      each of
      Group and the Company desires to avail itself of Sponsors’ expertise and
      consequently has requested that Sponsors make such expertise available from
      time
      to time in rendering certain management consulting and advisory services related
      to the business and affairs of the Company and its subsidiaries and affiliates
      and the review and analysis of certain financial and other transactions.
      Sponsors, Group and the Company agree that it is in their respective best
      interests to enter into this Agreement whereby, for the consideration specified
      herein, Sponsors shall provide such services as independent consultants to
      the
      Company.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants hereinafter set forth, the Company, Group
      and Sponsors agree as follows: 

     

    Section
      1. Retention
      of Sponsors.

     

    The
      Company hereby retains Sponsors, and Sponsors accept such retention, upon the
      terms and conditions set forth in this Agreement.

     

    Section
      2. Term.
      

     

    This
      Agreement shall commence on the date hereof and, unless otherwise extended
      pursuant to the second sentence of this Section 2, shall terminate on December
      31, 2012 (the “Term”).
      Upon
      December 31, 2012, and at the end of each year thereafter (each of December
      31,
      2012 and the end of each year thereafter being a “Year
      End”),
      the
      Term shall automatically be extended for an additional year unless notice to
      the
      contrary is given by either party at least 30, but no more than 60, days prior
      to such Year End, as applicable. Notwithstanding anything to the contrary in
      this Section 2, this Agreement may be terminated at any time upon written notice
      to the Company from Sponsors. The provisions of Section 3(c), the last sentence
      of Section 4(a) Section 4(b), Section 4(c), Section 4(d), Section 5 and Sections
      7 though 14 shall survive the termination of this Agreement. 

     

    Section
      3. Management
      Consulting Services.

     

    (a) Sponsors
      shall advise the Company concerning such management matters that relate to
      proposed financial transactions, acquisitions and other senior management
      matters related to the business, administration and policies of the Company
      and
      its subsidiaries and affiliates, in each case as the Company shall reasonably
      and specifically request by way of written notice to Sponsors, which notice
      shall specify the services required of Sponsors and shall include all background
      material necessary for Sponsors to complete such services. If requested to
      provide such services, Sponsors shall devote such time to any such written
      request as Sponsors shall deem, in its sole discretion, necessary. Such
      consulting services, in Sponsors’ sole discretion, shall be rendered in person
      or by telephone or other communication. Sponsors shall have no obligation to
      the
      Company as to the manner and time of rendering its services hereunder, and
      the
      Company shall not have any right to dictate or direct the details of the
      services rendered hereunder.

     


    
      
        
        

      

      
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    (b) Sponsors
      shall perform all services to be provided hereunder as an independent contractor
      to the Company and not as employees, agents or representatives of the Company.
      Sponsors shall have no authority to act for or to bind the Company without
      its
      prior written consent.

     

    (c) This
      Agreement shall in no way prohibit Sponsors or any partners or Affiliates of
      either Sponsor or any director, officer, partner, agent or employee of either
      Sponsor or any partners, shareholders or Affiliates from engaging in other
      activities, whether or not competitive with any business of the Company or
      any
      of its respective subsidiaries or affiliates.

     

    Section
      4. Compensation.

     

    (a) As
      consideration for Sponsors’ agreement to render the services set forth in
      Section 3(a) of this Agreement and as compensation for any such services
      rendered by Sponsors, the Company agrees to pay to Sponsors or their designees
      an annual fee equal to the greater of $3 million and 1.25% of the Company’s
      Adjusted EBITDA (as defined in the Indenture (as defined below)), payable
      quarterly in advance on September 20, December 20, March 20 and June 20 of
      each
      year (each a “Payment Date”) (it being understood and agreed that the first such
      payment shall be due to Sponsors on September
      20,
      2006).
      In the event that a Payment Date falls on a weekend or on a public holiday
      in
      the United States, that Payment Date will be taken to be the first business
      day
      (being a day on which the New York Stock Exchange is open for business) prior
      to
      the relevant Payment Date. If Sponsors elect to terminate this Agreement upon
      written notice to the Company pursuant to Section 2 herein, as consideration
      for
      the termination of Sponsors’ services under this Agreement and any additional
      compensation to be received hereunder, the Company agrees to pay, or cause
      its
      subsidiaries to pay, to Sponsors the present value (as reasonably determined
      by
      Sponsors) of (x) $21 million, less (y) any amounts Sponsors have received from
      the Company prior to the termination date pursuant to the first sentence of
      this
      Section 4(a) and
      to
      employee stockholders a pro rata payment based on such amount (on a fully
      diluted basis). Any payments to be paid to Sponsors pursuant to Section 4(a)
      above shall be paid pro-rata to Apollo and Graham or their designees based
      on
      the proportion of equity each of the Apollo Stockholders and Graham Stockholders
      (as defined in the Stockholders Agreement) holds in Group at the time such
      payment is made.

     

    (b) Upon
      presentation by Sponsors to the Company of such documentation as may be
      reasonably requested by the Company, the Company shall reimburse Sponsors for
      all out-of-pocket expenses, including, without limitation, legal fees and
      expenses, and other disbursements incurred by Sponsors or any partners or
      Affiliates of either Sponsor or any director, officer, partner, agent or
      employee of either Sponsor or any of its partners or Affiliates in the
      performance of Sponsors’ obligations hereunder, whether incurred on or prior to
      the date hereof, including, without limitation, out-of-pocket expenses incurred
      in connection with the transactions contemplated by the Agreement and Plan
      of
      Merger made and entered into as of the June 28, 2006 (the “Merger
      Agreement”),
      among
      the Company, Group and BPC Holding Acquisition Corp., and each of the documents
      referred to therein.

     

    (c) Nothing
      in this Agreement shall have the effect of prohibiting Sponsors or any
      Affiliates of either Sponsor from receiving from the Company or any of its
      subsidiaries or affiliates any other fees, including any fee payable pursuant
      to
      Section 6 or the Transaction Fee Agreement dated as of the date hereof
      between Sponsors and the Company. Notwithstanding the preceding sentence, the
      Sponsors agree that they will not receive any

     


    
      
        
        

      

      
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    transaction
      fees from the Company for transactions of an aggregate value of less that $150
      million unless agreed to by a majority of the management stockholders of the
      Company.

     

    (d) Reference
      is made to (i) the Credit Agreement, to be entered into simultaneously with
      consummation of the transactions contemplated by the Merger Agreement (as
      amended, restated, modified or supplemented and in effect from time to time,
      the
“Credit
      Agreement”),
      dated
      as
      of September
      20, 2006 and
      entered into by and among Group, BPC Holding Corporation and the lenders party
      thereto,
      (ii) the
      senior subordinated notes due 2016 purchased by The Goldman Sachs Group on
      September 20, 2006 (the “New
      Senior Subordinated Notes”),
      and
      (iii) the Indenture dated as of September 20, 2006 (the “Indenture”)
      among
      BPC Holding Corporation and Wells Fargo Bank, N.A., as trustee, and the other
      documents related thereto (the New Senior Subordinated Notes, the Indenture
      and
      such related documents collectively being the “Debt
      Instruments”).
      Any
      portion of the fees payable to Sponsors under this Agreement which the Company
      is prohibited from paying to Sponsors under the Credit Agreement or the Debt
      Instruments shall be deferred, shall accrue and shall be payable at the earliest
      time permitted under the Credit Agreement and the Debt Instruments or upon
      the
      payment in full of all obligations under the Credit Agreement and the Debt
      Instruments. The Company shall notify Sponsors if the Company shall be unable
      to
      pay any fees pursuant to the Credit Agreement or the Debt Instruments on each
      date on which the Company would otherwise make a payment of fees under this
      Agreement to Sponsors.

     

    Section
      5. Indemnification.

     

    The
      Company agrees that it shall indemnify and hold harmless Sponsors, the partners
      and Affiliates of each Sponsor and any director, officer, partner, agent or
      employee of each Sponsor or any of its partners, shareholders or Affiliates
      (collectively, the “Indemnified
      Persons”)
      on
      demand from and against any and all liabilities, costs, expenses and
      disbursements (including reasonable fees and expenses of counsel and other
      advisors) (collectively, “Claims”)
      of any
      kind with respect to or arising from this Agreement or the performance by any
      Indemnified Person of any services in connection herewith. Notwithstanding
      the
      foregoing provision, the Company shall not be liable for any Claim under this
      Section 5 arising from the willful misconduct of any Indemnified
      Person.

     

    Section
      6. Other
      Services.

     

    If
      Group,
      the Company or any of their respective subsidiaries or affiliates (other than
      Sponsors) shall determine that it is advisable for any such entity to hire
      a
      financial advisor, consultant, investment banker or any similar agent in
      connection with any merger, acquisition, disposition, recapitalization, issuance
      of securities, financing or any similar transaction, it shall notify Sponsors
      of
      such determination in writing. Promptly thereafter, upon the request of
      Sponsors, the parties shall negotiate in good faith to agree upon appropriate
      services, compensation and indemnification for such entity to hire Sponsors
      or
      its Affiliates for such services. Such entity may not hire any person, other
      than Sponsors or the Affiliates of either Sponsor, for any services, unless
      (a)
      the parties are unable to agree after 30 days following receipt by Sponsors
      of
      such written notice, (b) such other person has a reputation that is at least
      equal to the reputation of Sponsors in respect of such services, (c) ten
      business days shall have elapsed after such entity provides a written notice
      to
      Sponsors of its intention to hire such other person, which notice shall identify
      such other person and shall describe in reasonable detail the nature of the
      services to be provided, the compensation to be paid and the indemnification
      to
      be

     


    
      
        
        

      

      
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    provided,
      (d) the compensation to be paid is not more than Sponsors were willing to accept
      in the negotiations described above, and (e) the indemnification to be provided
      is not more favorable to such other person than the indemnification that
      Sponsors were willing to accept in the negotiations described above.


     

    Section
      7. Notices.

     

    All
      notices, requests, consents and other communications hereunder shall be in
      writing and shall be deemed sufficient if personally delivered, sent by
      nationally-recognized overnight courier, by telecopy, or by registered or
      certified mail, return receipt requested and postage prepaid, addressed as
      follows:

     

    if
      to
      Apollo, to:

    


    Apollo
      Management VI, L.P.

    9
      West
      57th
      Street

    New
      York,
      New York 10019

    Attention:
      Robert V. Seminara

    Telecopier:
      (212) 515-3251

    


    if
      to the
      Company, Sponsors or Group, to it at:

    


    c/o
      Apollo Management VI, L.P.

    9
      West
      57th
      Street

    New
      York,
      New York 10019

    Attention:
      Robert V. Seminara

    Telecopier:
      (212) 515-3251

    


    if
      to
      Graham, to:

    


    Graham
      Partners, Inc.

    3811
      West
      Chester Pike

    Building
      2, Suite 200

    Newtown
      Square, Pennsylvania 19073

    Attention:
      Christopher A. Lawler

    Telecopier:
      (610) 408-0600

    


    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to each other party in writing in accordance herewith. Any such notice or
      communication shall be deemed to have been received (a) in the case of personal
      delivery, on the date of such delivery, (b) in the case of nationally-recognized
      overnight courier, on the next business day after the date when sent, (c) in
      the
      case of telecopy transmission, when received, and (d) in the case of mailing,
      on
      the third business day following that on which the piece of mail containing
      such
      communication is posted.

     

    Section
      8. Benefits
      of Agreement.

     

    This
      Agreement shall bind and inure to the benefit of Sponsors, the Company, the
      Indemnified Persons and any successors to or assigns of each Sponsor and the
      Company; provided,
      however,
      that
      this Agreement may not be assigned by either party hereto without
      the

     


    
      
        
        

      

      
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    prior
      written consent of the other party, which consent will not be unreasonably
      withheld in the case of any assignment by either Sponsor.

     

    Section
      9. Governing
      Law.

     

    This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York (without giving effect to principles of conflicts
      of laws).

     

    Section
      10. Headings.

     

    Section
      headings are used for convenience only and shall in no way affect the
      construction of this Agreement.

     

    Section
      11. Entire
      Agreement; Amendments.

     

    This
      Agreement contains the entire understanding of the parties with respect to
      its
      subject matter and supersedes any and all prior agreements, and neither it
      nor
      any part of it may in any way be altered, amended, extended, waived, discharged
      or terminated except by a written agreement signed by each of the parties
      hereto. 

     

    Section
      12. Counterparts.

     

    This
      Agreement may be executed in counterparts, and each such counterpart shall
      be
      deemed to be an original instrument, but all such counterparts together shall
      constitute but one agreement.

     

    Section
      13. Waivers.

     

    Any
      party
      to this Agreement may, by written notice to the other party, waive any provision
      of this Agreement. The waiver by any party of a breach of any provision of
      this
      Agreement shall not operate or be construed as a waiver of any subsequent
      breach.

     

    Section
      14. Affiliates.

     

    For
      purposes of this Agreement, the term “Affiliate,” (i) with respect to Apollo,
      shall include, without limitation, Apollo Investment Fund VI, L.P., Apollo
      Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo
      Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners (Germany)
      VI, L.P. (collectively, the “Funds”),
      the
      general partner of Apollo, the general partner of each of the Funds and each
      person controlling, controlled by or under common control with any of the
      foregoing persons and (ii) with respect to Graham, shall include, without
      limitation, Graham Capital Company L.P., Graham Partners II, L.P., Graham Berry
      Holdings, LP, the general partners of each of the foregoing and each person
      controlling, controlled by or under common control with Graham or any of the
      foregoing and Donald C. Graham.

     


    
      
        
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    IN
      WITNESS WHEREOF,
      the
      parties have duly executed this Management Agreement as of the date first above
      written.

     

    BERRY
      PLASTICS GROUP, INC.

    
 

     

    By: __________________________

       Name:


       Title:
      

     

    BERRY
      PLASTICS CORPORATION


                               

      By: __________________________

         Name:


         Title:
        

       
             

    APOLLO
      MANAGEMENT VI, L.P.

     

     

    By: __________________________

       Name:


       Title:
      

    


     

    GRAHAM
      PARTNERS, INC.

     

     

    By: __________________________

       Name:


       Title: