EXHIBIT 10.4



                          BERRY PLASTICS CORPORATION

                            BPC HOLDING CORPORATION

   FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EXISTING CREDIT AGREEMENT

             This  AMENDMENT  TO  SECOND  AMENDED AND RESTATED CREDIT AGREEMENT
(this "AMENDMENT") is dated as of October [__],  2004  and  entered into by and
among  BERRY  PLASTICS  CORPORATION,  a  Delaware corporation ("COMPANY"),  BPC
HOLDING CORPORATION, a Delaware corporation  ("HOLDINGS"), GOLDMAN SACHS CREDIT
PARTNERS   L.P.   ("GSCP"),  as  administrative  agent   (in   such   capacity,
"ADMINISTRATIVE AGENT"),  THE  FINANCIAL  INSTITUTIONS  LISTED ON THE SIGNATURE
PAGES  HEREOF,  JPMORGAN CHASE BANK ("JPMCB"), as syndication  agent  (in  such
capacity, "SYNDICATION  AGENT"),  FLEET  NATIONAL BANK ("FLEET"), as Collateral
Agent, Issuing Bank and Swing Line Lender  and  THE  ROYAL BANK OF SCOTLAND AND
GENERAL  ELECTRIC  CAPITAL  CORPORATION, as co-documentation  agents  the  "CO-
DOCUMENTATION AGENTS", and is  made  with  reference  to the Second Amended and
Restated  Credit  Agreement  dated as of August 9, 2004 (the  "EXISTING  CREDIT
AGREEMENT", and as so amended by this Amendment, the "FIRST AMENDED AGREEMENT")
by and among Company, Holdings,  the  Lenders party thereto, Syndication Agent,
Administrative  Agent  and  the Co-Documentation  Agents  and  the  Pledge  and
Security  Agreement  dated as of  July  22,  2002  (the  "PLEDGE  AND  SECURITY
AGREEMENT") by and among  Company,  and  the  other  Grantors party thereto and
Collateral Agent. Capitalized terms used herein without  definition  shall have
the  same meanings herein as set forth in the Existing Credit Agreement  or  if
not defined therein, as in the Pledge and Security Agreement.

                                   RECITALS

             WHEREAS,  Company,  Holdings  and Requisite Lenders executing this
Amendment desire to amend certain of the terms  and  provisions of the Existing
Credit Agreement and the Pledge and Security Agreement  as  set  forth below to
permit Fifth Third Bank, an Ohio banking corporation ("FIFTH THIRD")  to assume
the role of Administrative Agent and GSCP to resign as Administrative Agent, in
each case, effective as of the Effective Time (as defined below);

             NOW,   THEREFORE,   in  consideration  of  the  premises  and  the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

SECTION 1.   GLOBAL AMENDMENT

             Company hereby appoints  Fifth  Third  as  Administrative Agent in
respect of the First Amended Agreement, and accordingly,  each reference in the
Existing  Credit  Agreement and the Pledge and Security Agreement  to  "Goldman
Sachs Credit Partners L.P." or "GSCP", in its capacity as Administrative Agent,
is hereby amended by substituting therefor "Fifth Third".










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SECTION 2.   AMENDMENTS TO THE EXISTING CREDIT AGREEMENT

       2.1   AMENDMENTS TO SECTION 1: DEFINITIONS.

             The definition  of "Adjusted Eurodollar Rate" is hereby amended by
(i) deleting "JPMCB" and substituting  therefor "Fifth Third" and (ii) deleting
"the applicable Loan of the Administrative  Agent,  in its capacity as Lender",
from the fifth line from the bottom of the existing definition and substituting
therefor "$5,000,000".

             The  definition of "Business Day" is hereby  amended  by  deleting
"New York" and substituting therefor "Ohio".

             The definition of "Federal Funds Effective Rate" is hereby amended
by deleting ", in its capacity as Lender," from the second line from the bottom
of the existing definition.

             The following  definition  is  added  to  Section 1 in appropriate
alphabetical order:

             "FIFTH THIRD" means Fifth Third Bank, an Ohio banking corporation.

       2.2   AMENDMENT TO SECTION 2: LOANS AND LETTERS OF CREDIT.

             Section  2.8(b)  is  hereby  amended  by deleting  each  reference
therein to "GSCP" and substituting therefor "Fifth Third".

       2.3   AMENDMENTS TO SECTION 9: AGENTS.

             Section  9.8(a)  is  hereby  amended  by deleting  the  first  two
sentences thereof and substituting therefor the following:

             "Subject  to  the  appointment  and  acceptance   of  a  successor
Administrative Agent or successor Collateral Agent, as applicable,  as provided
in this paragraph, each of Administrative Agent and Collateral Agent may resign
at any time by giving prior written notice thereof to Lenders and Company,  and
each  of  Administrative  Agent and Collateral Agent may be removed at any time
with or without cause by an  instrument  or  concurrent  instruments in writing
delivered  to  Company  and  Administrative  Agent  or  Collateral   Agent,  as
applicable,  and  signed  by  Requisite  Lenders.   Upon  any  such  notice  of
resignation  or  any such removal, Requisite Lenders shall have the right, upon
five Business Days'  notice  to  Company, to appoint a successor Administrative
Agent  or  Collateral Agent with Company's  consent  (not  to  be  unreasonably
withheld) unless  an  Event  of  Default has occurred and is continuing or such
successor is a Lender, in each of  which  cases  Company's  consent need not be
obtained.   In  each  case,  if  no  successor shall have been so appointed  by
Requisite Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent or retiring  Collateral Agent, as applicable,

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gives notice of its resignation, then the retiring Administrative Agent may, on
behalf  of  Lenders,  appoint  a successor Administrative  Agent  or  successor
Collateral Agent, as applicable."

SECTION 3.   AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT

       3.1   AMENDMENTS TO SECTION 1: DEFINITIONS; GRANT OF SECURITY.

             The definition of "Secured  Parties"  in  the  Pledge and Security
Agreement is hereby deleted in its entirety and replaced with the following:

             "SECURED  PARTIES"  means  the  Agents,  Lenders  and  the  Lender
Counterparties  and  shall  include  all  former  Agents,  Lenders  and  Lender
Counterparties  to  the extent that any Obligations owing to such Persons  were
incurred while such Persons  were  Agents, Lenders or Lender Counterparties and
such Obligations have not been paid or satisfied in full.

SECTION 4.   CONDITIONS TO EFFECTIVENESS

             Anything herein to the contrary notwithstanding, Sections 1, 2 and
3 of this Amendment shall become effective  only  upon  the prior or concurrent
satisfaction or waiver of all of the following conditions  precedent  (the date
of  satisfaction  of such conditions being referred to herein as the "EFFECTIVE
TIME"):

             (a)    The Administrative Agent on behalf of the Lenders shall
have received counterparts of this Amendment executed by Holdings, Company, its
Guarantor Subsidiaries and the Requisite Lenders in accordance with Section
10.5(a) of the Existing Credit Agreement, and the Administrative Agent shall
have received Fifth Third's acceptance of and agreement to this Amendment.

             (b)    Fifth Third shall have received from Administrative Agent
all forms in its possession delivered to it pursuant to Section 2.21(c) of the
Existing Credit Agreement.

             (c)    Fifth Third shall have received from Company any fees
separately agreed and due and payable on or prior to the Effective Time.

SECTION 5.   COMPANY'S REPRESENTATIONS AND WARRANTIES

             In order  to  induce  Lenders  to enter into this Amendment and to
amend  the  Existing Credit Agreement in the manner  provided  herein,  Company
represents and warrants to each Lender under the Existing Credit Agreement that
the following statements are true, correct and complete:

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       5.1   INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT

       AGREEMENTS.

             On  and  as  of  the  date  hereof  and  the  Effective  Time, the
representations  and  warranties  contained in Section 4 of the Existing Credit
Agreement are and will be true, correct  and  complete  with  respect  to  this
Amendment  and  the  First Amended Agreement as if this Amendment and the First
Amended Agreement were  "Credit  Documents" referred to in such representations
and warranties, and with the foregoing  modifications  such representations and
warranties are incorporated herein by this reference; and  the  representations
and warranties contained in Section 4 of the Existing Credit Agreement  are and
will  be  true, correct and complete in all material respects on and as of  the
Effective Time to the same extent as though made on and as of that date, except
to the extent  such  representations  and  warranties specifically relate to an
earlier  date,  in  which case they were true,  correct  and  complete  in  all
material respects on and as of such earlier date.

       5.2   ABSENCE OF DEFAULT.

             No event  has  occurred and is continuing that would constitute an
Event of Default or a Potential  Event  of  Default  under  the Existing Credit
Agreement.

SECTION 6.   COMPANY ACKNOWLEDGMENT

             Each  of Company, Holdings and the Guarantor Subsidiaries  on  the
signature pages hereof hereby acknowledges and agrees that each Credit Document
to which it is a party  is in full force and effect and shall not be limited or
impaired in any manner by the effectiveness of this Amendment.

SECTION 7.   LENDER ACKNOWLEDGEMENT

             Subject to the  occurrence  of  the  Effective  Time,  the Lenders
hereby  acknowledge  and  agree, effective as of the Effective Time that  Fifth
Third shall receive all the  benefits  of  Section  9  of  the  Existing Credit
Agreement,  that  Fifth  Third  has not reviewed any Credit Document  with  any
purpose other than with the purpose  of  assuming  the  role  of Administrative
Agent  and that the knowledge of GSCP, in its capacity as Administrative  Agent
prior to the Effective Time, shall not be imputed to Fifth Third.

SECTION 8.   MISCELLANEOUS

       8.1   REFERENCE TO AND EFFECT ON THE EXISTING CREDIT AGREEMENT AND THE
             OTHER CREDIT DOCUMENTS.

                    (i)   On and after the Effective Time, each reference in
the Existing Credit Agreement to "this Agreement", "hereunder", "hereof'",
"herein" or words of like import referring to the Existing Credit Agreement,
and each reference in the other applicable Credit Documents to the "Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Existing Credit Agreement shall mean and be a reference to the Existing Credit
Agreement as amended by this Amendment.

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                    (ii)  Except as specifically amended by this Amendment, the
Existing Credit Agreement and the other Credit Documents relating thereto shall
remain in full force and effect and are hereby ratified and confirmed.

                    (iii) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein or therein, constitute
a waiver of any provision of, or operate as a waiver of any right, power or
remedy of any Agent or any Lender under, the Existing Credit Agreement or any
of the other Credit Documents relating thereto.

       8.2   HEADINGS.

             Section  and  subsection  headings  in this Amendment are included
herein for convenience of reference only and shall  not  constitute  a  part of
this Amendment for any other purpose or be given any substantive effect.

       8.3   APPLICABLE LAW.

             THIS  AMENDMENT  SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED  AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

       8.4   COUNTERPARTS.

             This Amendment may  be  executed in any number of counterparts and
by different parties hereto in separate  counterparts,  each  of  which when so
executed  and  delivered shall be deemed an original, but all such counterparts
together shall constitute  but one and the same instrument; signature pages may
be  detached from multiple separate  counterparts  and  attached  to  a  single
counterpart  so  that  all  signature pages are physically attached to the same
document.

       8.5   EFFECTIVENESS.

             This Amendment shall become effective with respect to the Existing
Credit Agreement upon (A) the execution of counterparts hereof by (1) Requisite
Lenders (as defined in the Existing  Credit  Agreement),  (2)  Company  and (3)
Holdings  and  the  other  Gurantor  Subsidiaries, (4) Collateral Agent and (5)
Fifth Third, and (B) receipt by Company  and Administrative Agent of written or
telephonic  notification  of  such  execution  and  authorization  of  delivery
thereof.



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

                                        BERRY PLASTICS CORPORATION


                                        By:  _____________________________
                                                Name:
                                                Title:


                                        BPC HOLDING CORPORATION


                                        By:  ____________________________
                                                Name:
                                                Title:




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GUARANTOR SUBSIDIARIES:

Berry Iowa Corporation
Packerware Corporation
Knight Plastics, Inc.
Berry Sterling Corporation
Berry Plastics Design Corporation
Poly-Seal Corporation
Venture Packaging, Inc.
Venture Packaging Midwest, Inc.
Berry Plastics Technical Services, Inc.
CPI Holding Corporation
AeroCon, Inc.
Pescor, Inc.
Berry Tri-Plas Corporation
Cardinal Packaging, Inc.
Landis Plastics, Inc.
Berry Plastics Acquisition Corporation II
Berry Plastics Acquisition Corporation III
Berry Plastics Acquisition Corporation V
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

             By:  _____________________________
                     Name:
                     Title:


Berry Plastics Acquisition Corporation XIV, LLC
Berry Plastics Acquisition Corporation XV, LLC

             By:  _____________________________
                     Name:
                     Title:


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AGENTS AND LENDERS:

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Administrative Agent and Lender


By:   _____________________________________
       Authorized Signatory




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JPMORGAN CHASE BANK,
as Syndication Agent and Lender


By:   _____________________________________
         Name:
         Title:




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FLEET NATIONAL BANK,
as Collateral Agent, Issuing Bank, Lender and Swing Line Lender


By:  _____________________________________
        Name:
        Title:


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THE ROYAL BANK OF SCOTLAND,
as Co-Documentation Agent and Lender


By:  _____________________________________
        Name:
        Title:


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GENERAL ELECTRIC CAPITAL CORPORATION,
as Co-Documentation Agent and Lender


By:  _____________________________________
        Name:
        Title:



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Accepted and Agreed to:

FIFTH THIRD BANK,
An Ohio banking corporation



By:  _____________________________________
        Name:
        Title:




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