<PAGE>

                          FOURTH SUPPLEMENTAL INDENTURE


                  The undersigned are executing and delivering this Fourth
Supplemental Indenture pursuant to Section 9.02 of the Indenture dated as of
April 21, 1994, as supplemented (the "Indenture"), among Berry Plastics
Corporation (the "Company"), BPC Holding Corporation, Berry Iowa Corporation,
Berry Tri-Plas Corporation, Berry Sterling Corporation, AeroCon, Inc.,
PackerWare Corporation, Berry Plastics Design Corporation and United States
Trust Company of New York, as trustee (the "Trustee"). Capitalized terms used
herein have the same meanings given in the Indenture unless otherwise indicated.

                  By executing and delivering to the Trustee this Fourth
Supplemental Indenture, certain covenants in the Indenture shall be amended.

         1. The definition of "Permitted Refinancing" contained in Section 1.01
of the Indenture shall be amended by adding the word "and" immediately prior to
"(c)" in such definition.

         2. The first paragraph of Section 4.07 of the Indenture entitled
"RESTRICTED PAYMENTS" shall be amended by deleting in its entirety the language:

                  "(iii) purchase, redeem or otherwise acquire or retire for
                  value any Indebtedness (other than the Notes) that is PARI
                  PASSU with or subordinated to the Notes or any Note Guarantee"

and replacing such language with the language:

                  "(iii) purchase, redeem or otherwise acquire or retire for
                  value any Indebtedness (other than the Notes and Indebtedness
                  between or among the Company and its Subsidiaries or between
                  or among such Subsidiaries) that is PARI PASSU with or
                  subordinated to the Notes or any Note Guarantee"

         3. The first paragraph of Section 4.09 of the Indenture entitled
"INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED STOCK" shall be amended
by deleting in its entirety the language:

                  "PROVIDED, HOWEVER, that the Company may incur Indebtedness or
                  issue shares of Disqualified Stock if the Fixed Charge
                  Coverage Ratio for the Company's most recently ended four full
                  fiscal quarters for which internal financial statements are
                  available immediately preceding the date on which such
                  additional Indebtedness is incurred or such Disqualified Stock
                  is issued would have been at least 2.00 to 1 if such
                  Indebtedness is incurred or such Disqualified Stock is issued
                  on or before April 15, 1996 or at least 2.25 to 1 if such
                  Indebtedness is incurred or such Disqualified Stock is issued
                  after April 15, 1996, determined on a pro forma basis
                  (including a pro forma application of the net proceeds
                  therefrom and including the earnings of any business acquired
                  by the Company with the proceeds therefrom), as if the
                  additional Indebtedness had been incurred,

<PAGE>

                  or the Disqualified Stock had been issued, as the case may be,
                  at the beginning of such four-quarter period"

and replacing such language with the language:

                  "PROVIDED, HOWEVER, that the Company and its Subsidiaries may
                  incur Indebtedness or issue shares of Disqualified Stock if
                  the Fixed Charge Coverage Ratio for the Company's most
                  recently ended four full fiscal quarters for which internal
                  financial statements are available immediately preceding the
                  date on which such additional Indebtedness is incurred or such
                  Disqualified Stock is issued would have been at least 2.00 to
                  1 if such Indebtedness is incurred or such Disqualified Stock
                  is issued on or before April 15, 1996 or at least 2.25 to 1 if
                  such Indebtedness is incurred or such Disqualified Stock is
                  issued after April 15, 1996, determined on a pro forma basis
                  (including a pro forma application of the net proceeds
                  therefrom and including the earnings of any business acquired
                  by the Company or any of its Subsidiaries with the proceeds
                  therefrom), as if the additional Indebtedness had been
                  incurred, or the Disqualified Stock had been issued, as the
                  case may be, at the beginning of such four-quarter period"

         4.   The second paragraph of Section 4.09 shall be amended by
deleting in its entirety the language:

                  "(d) the incurrence by the Company of Refinancing
                  Indebtedness; PROVIDED, HOWEVER, that such Refinancing
                  Indebtedness is a Permitted Refinancing;"

and replacing such language with the language:

                  "(d) the incurrence by the Company or any of its Subsidiaries
                  of Refinancing Indebtedness; PROVIDED, HOWEVER, that such
                  Refinancing Indebtedness is a Permitted Refinancing;"

                  Except as expressly amended hereby, the provisions of the
Indenture shall remain unchanged and in full force and effect.

                  The Indenture shall be binding upon each of the undersigned
and its successors and assigns until full and final payment of all of the
Company's obligations under the Notes and the Indenture and shall inure to the
benefit of the successors and assigns of the Trustee and the Holders and, in the
event of any transfer or assignment of rights by any Holder or the Trustee, the
rights and privileges herein conferred upon that party shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms
and conditions hereof.


                                  * * * * *



                                     -2-

<PAGE>

                  IN WITNESS WHEREOF, the undersigned have duly executed and
delivered this Fourth Supplemental Indenture as of the 10th day of June, 1997.


ATTEST:                                     BERRY PLASTICS CORPORATION



By   /s/  James M. Kratochvil               By   /s/  Martin R. Imbler
  --------------------------------            ----------------------------------
    James M. Kratochvil                        Martin R. Imbler
    Vice President, Chief                      President and Chief
       Financial Officer,                         Executive Officer
       Treasurer and Secretary



                                            BPC HOLDING CORPORATION



                                            By   /s/  James M. Kratochvil
                                              ----------------------------------
                                               James M. Kratochvil
                                               Vice President, Chief
                                                   Financial Officer
                                                   and Secretary



                                            BERRY IOWA CORPORATION



                                            By   /s/  James M. Kratochvil
                                              ----------------------------------
                                               James M. Kratochvil
                                               Vice President, Chief
                                                   Financial Officer,
                                                   Treasurer and Secretary



                                            BERRY TRI-PLAS CORPORATION



                                            By   /s/  James M. Kratochvil
                                              ----------------------------------
                                               James M. Kratochvil
                                               Vice President, Chief
                                                   Financial Officer,
                                                   Treasurer and Secretary

<PAGE>

                                            BERRY STERLING CORPORATION



                                            By   /s/  James M. Kratochvil
                                              ----------------------------------
                                               James M. Kratochvil
                                               Vice President, Chief
                                                   Financial Officer,
                                                   Treasurer and Secretary



                                            AEROCON, INC.



                                            By   /s/  James M. Kratochvil
                                              ----------------------------------
                                               James M. Kratochvil
                                               Vice President, Treasurer and
                                                   Secretary



                                            PACKERWARE CORPORATION



                                            By   /s/  James M. Kratochvil
                                              ----------------------------------
                                               James M. Kratochvil
                                               Vice President, Chief
                                                   Financial Officer,
                                                   Treasurer and Secretary



                                            BERRY PLASTICS DESIGN
                                              CORPORATION



                                            By   /s/  James M. Kratochvil
                                              ----------------------------------
                                               James M. Kratochvil
                                               Vice President, Chief
                                                   Financial Officer,
                                                   Treasurer and Secretary

<PAGE>

                                            UNITED STATES TRUST COMPANY
                                              OF NEW YORK, AS TRUSTEE



                                            By   /s/  Cynthia Chaney
                                              ----------------------------------
                                              Name:  Cynthia Chaney
                                              Title: Assistant Vice President