EXECUTION COPY

               THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental
               Indenture") dated as of July 24, 2006, among SETCO, LLC and
               TUBED PRODUCTS, LLC, each a Delaware limited liability
               company, and SAFFRON ACQUISITION CORPORATION and SUN COAST
               INDUSTRIES, INC., each a Delaware corporation (each, a "New
               Guarantor" and, collectively the "New Guarantors"), each an
               indirect subsidiary of BERRY PLASTICS CORPORATION (or its
               successor), a Delaware corporation (the "Company"), the
               Company, BPC HOLDING CORPORATION, BERRY IOWA CORPORATION,
               PACKERWARE CORPORATION, KNIGHT PLASTICS, INC., BERRY
               STERLING CORPORATION, BERRY PLASTICS DESIGN CORPORATION,
               POLY-SEAL CORPORATION, BERRY PLASTICS ACQUISITION
               CORPORATION III, VENTURE PACKAGING, INC., VENTURE PACKAGING
               MIDWEST, INC., BERRY PLASTICS TECHNICAL SERVICES, INC., CPI
               HOLDING CORPORATION, AEROCON, INC., PESCOR, INC., BERRY
               PLASTICS ACQUISITION CORPORATION V, KERR GROUP, INC.
               (formerly known as BERRY PLASTICS ACQUISITION CORPORATION
               VI), BERRY PLASTICS ACQUISITION CORPORATION VII, BERRY
               PLASTICS ACQUISITION CORPORATION VIII, BERRY PLASTICS
               ACQUISITION CORPORATION IX, BERRY PLASTICS ACQUISITION
               CORPORATION X, BERRY PLASTICS ACQUISITION CORPORATION XI,
               BERRY PLASTICS ACQUISITION CORPORATION XII, BERRY PLASTICS
               ACQUISITION CORPORATION XIII, each a Delaware corporation,
               BERRY PLASTICS ACQUISITION CORPORATION XIV, LLC and BERRY
               PLASTICS ACQUISITION CORPORATION XV, LLC, each a Delaware
               limited liability company, CARDINAL PACKAGING, INC., an Ohio
               corporation and LANDIS PLASTICS, INC., an Illinois
               corporation (each, an "Existing Guarantor" and, collectively
               the "Existing Guarantors"), and U.S. BANK TRUST NATIONAL
               ASSOCIATION, a national banking association, as trustee
               under the indenture referred to below (the "Trustee").

                           W I T N E S S E T H :

          WHEREAS, the Company and BPC HOLDING CORPORATION, BERRY IOWA
CORPORATION, PACKERWARE CORPORATION, KNIGHT PLASTICS, INC., BERRY STERLING
CORPORATION, BERRY PLASTICS DESIGN CORPORATION, POLY-SEAL CORPORATION,
BERRY PLASTICS ACQUISITION CORPORATION III, VENTURE PACKAGING, INC.,
VENTURE PACKAGING MIDWEST, INC., BERRY PLASTICS TECHNICAL SERVICES, INC.,
CPI HOLDING CORPORATION, AEROCON, INC., PESCOR, INC., CARDINAL PACKAGING,
INC. have heretofore executed and delivered to the Trustee an Indenture
(the "Indenture") dated as of July 22, 2002, providing for the issuance of
an unlimited aggregate principal amount of 10-3/4% Senior Subordinated
Notes due 2012 (the "Notes");

          WHEREAS, the Indenture was amended and supplemented pursuant to
the terms of a Supplemental Indenture dated as of August 6, 2002 causing
BERRY PLASTICS ACQUISITION CORPORATION IV, BERRY PLASTICS ACQUISITION
CORPORATION V, KERR GROUP, INC., BERRY PLASTICS ACQUISITION CORPORATION
VII, BERRY PLASTICS ACQUISITION CORPORATION VIII, BERRY PLASTICS
ACQUISITION CORPORATION IX, BERRY PLASTICS ACQUISITION CORPORATION X, BERRY
PLASTICS ACQUISITION CORPORATION XI, BERRY PLASTICS ACQUISITION CORPORATION
XII, BERRY PLASTICS ACQUISITION CORPORATION XIII, BERRY PLASTICS
ACQUISITION CORPORATION IV, LLC, and BERRY PLASTICS ACQUISITION CORPORATION
XV, LLC, to become Note Guarantors (as defined in the Indenture);

          WHEREAS, the Indenture was amended and supplemented pursuant to
the terms of a Second Supplemental Indenture dated as of November 30, 2003
causing LANDIS PLASTICS, INC., to become a Note Guarantor;

          WHEREAS, Section 4.11 of the Indenture provides that under
certain circumstances the Company is required to cause the New Guarantors
to execute and deliver to the Trustee a supplemental indenture pursuant to
which the New Guarantors shall unconditionally guarantee all the Company's
obligations under the Notes pursuant to Note Guarantees on the terms and
conditions set forth herein; and

          WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee,
the Company and the Existing Guarantors are authorized to execute and
deliver this Third Supplemental Indenture;

          NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, the New Guarantors, the Company, the Existing Guarantors and
the Trustee mutually covenant and agree for the equal and ratable benefit
of the holders of the Notes as follows:

          1. Agreement to Guarantee. The New Guarantors hereby agree,
jointly and severally with all the Existing Guarantors, to unconditionally
guarantee the Company's obligations under the Notes on the terms and
subject to the conditions set forth in Articles 11 and 12 of the Indenture
and to be bound by all other applicable provisions of the Indenture and the
Notes.

          2. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Third
Supplemental Indenture shall form a part of the Indenture for all purposes,
and every holder of Notes heretofore or hereafter authenticated and
delivered shall be bound hereby.

          3. Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.

          4. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Third Supplemental
Indenture.

          5. Counterparts. The parties may sign any number of copies of
this Third Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement.

          6. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction thereof.


<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the date first above
written.

                             SETCO, LLC,
                             TUBED PRODUCTS, LLC,
                             SAFFRON ACQUISITION CORPORATION,
                             SUN COAST INDUSTRIES, INC.

                             By:  /s/ JAMES M. KRATOCHVIL
                                 ----------------------------------
                                  Name:  James M. Kratochvil
                                  Title: EVP & CFO

                             BERRY PLASTICS CORPORATION

                             By:  /s/ JAMES M. KRATOCHVIL
                                 ----------------------------------
                                  Name:  James M. Kratochvil
                                  Title: EVP & CFO


                             BPC HOLDING CORPORATION,
                             BERRY IOWA CORPORATION,
                             PACKERWARE CORPORATION,
                             KNIGHT PLASTICS, INC.,
                             BERRY STERLING CORPORATION,
                             BERRY PLASTICS DESIGN CORPORATION,
                             POLY-SEAL CORPORATION,
                             BERRY PLASTICS ACQUISITION CORPORATION III,
                             VENTURE PACKAGING, INC.,
                             VENTURE PACKAGING MIDWEST, INC.,
                             BERRY PLASTICS TECHNICAL SERVICES, INC.,
                             CPI HOLDING CORPORATION,
                             AEROCON, INC.,
                             PESCOR, INC.,
                             CARDINAL PACKAGING, INC.,
                             BERRY PLASTICS ACQUISITION CORPORATION V,
                             KERR GROUP, INC.,
                             LANDIS PLASTICS, INC.
                             BERRY PLASTICS ACQUISITION CORPORATION VII,
                             BERRY PLASTICS ACQUISITION CORPORATION VIII,
                             BERRY PLASTICS ACQUISITION CORPORATION IX,
                             BERRY PLASTICS ACQUISITION CORPORATION X,
                             BERRY PLASTICS ACQUISITION CORPORATION XI,
                             BERRY PLASTICS ACQUISITION CORPORATION XII,
                             BERRY PLASTICS ACQUISITION CORPORATION XIII,
                             BERRY PLASTICS ACQUISITION CORPORATION XIV, LLC,
                             BERRY PLASTICS ACQUISITION CORPORATION XV, LLC

                             By:  /s/ JAMES M. KRATOCHVIL
                                 ----------------------------------
                                  Name:  James M. Kratochvil
                                  Title: EVP & CFO

                             U.S.BANK TRUST NATIONAL ASSOCIATION,
                             as Trustee,

                             By:  /s/ BEVERLY A. FREENEY
                                 ----------------------------------
                                  Name:  Beverly A. Freeney
                                  Title:  Vice President