Berry 1st Amendment to Loan Agreement -- GE.DOC
03/15/02 2:44 PM


              FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

     THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment")
is  made  as of the ____ day of May, 2001, by BERRY PLASTICS CORPORATION, a
corporation  organized and existing under the laws of the State of Delaware
(the "Borrower"),  and  GENERAL ELECTRIC CAPITAL CORPORATION, a corporation
organized and existing under  the  laws  of  the  State  of  New  York ("GE
Capital"),  and  each other financial institution which is a party to  this
Amendment whether  by execution and delivery of this Amendment or otherwise
pursuant  to  Section   9.5  (Assignments  by  Lender)  (collectively,  the
"Lenders",  and  individually,   a   "Lender"),  GENERAL  ELECTRIC  CAPITAL
CORPORATION, a corporation organized and  existing  under  the  laws of the
State of New York, in its capacity as administrative agent for the  Lenders
(the  "Agent"), and BANK OF AMERICA, N.A.., a national banking association,
in its  capacity  as  collateral  agent  for the Agent and the Lenders (the
"BofA Agent").


                                 RECITALS

     The Borrower, the Lenders, the Agent and the BofA Agent entered into a
Loan  and Security Agreement dated July 14,  2000  (as  amended,  restated,
modified,  substituted,  extended, and renewed from time to time, the "Loan
Agreement").  Under and subject  to  the  provisions of the Loan Agreement,
the Lenders agreed to establish in favor of  the Borrower certain term loan
facilities.

     The   Borrower   has   advised   the  Agent  and  the   Lenders   that
contemporaneously with the execution and  delivery  of  this Amendment, (i)
the  Parent has formed Pescor, Inc., a corporation organized  and  existing
under  the laws of the State of Delaware ("Pescor") and (ii) the Parent has
acquired  or  intends  to  acquire  Pescor  Plastics,  Inc.,  a corporation
organized  and  existing  under  the  laws  of  the State of Texas ("Pescor
Target") in accordance with the provisions of that  certain  Agreement  and
Plan  of  Reorganization  by  and among the existing shareholders of Pescor
Target,  the Parent, and Pescor  (as  amended,  restated,  supplemented  or
otherwise  modified,  the  "Pescor  Merger Agreement").  Pescor Target will
merge  (the "Pescor Merger") into Pescor  such  that  Pescor  will  be  the
surviving  corporation.   Promptly following the merger, the Parent intends
to contribute all of the issued  and  outstanding  stock  of  Pescor to the
Borrower  (the  "Pescor  Stock").  Following the Pescor Merger of  and  the
Parent's contribution of the Pescor Stock to the Borrower, Pescor will be a
wholly-owned subsidiary of the Borrower.

     The Borrower previously advised the Agent and the Lenders that (i) the
Borrower  had  formed  Berry   Plastics   Acquisition   Corporation  II,  a
corporation organized and existing under the laws of the  State of Delaware
("Berry  Italy"),  and  Berry  Italy  is a wholly-owned subsidiary  of  the
Borrower, (ii) the Borrower has acquired  ninety-five  percent (95%) of the
issued  and  outstanding  capital  stock of CBP Holdings, S.r.l.  (formerly
Capsol-Berry Plastics S.r.l.), a company  duly  incorporated  and  existing
under the laws of Italy (the "Italian Holding Company") and Berry Italy has
acquired  five percent (5%) of the issued and outstanding capital stock  of
the Italian Holding Company, and (iii) the Italian Holding Company owns one
hundred percent  (100%)  of the issued and outstanding capital stock of (1)
Ociesse S.r.l. - Officina  Costruzione  Stampi  Lavorazioni  Meccaniche  di
Precisione,  a  company  duly  incorporated  and existing under the laws of
Italy  ("Ociesse") and (2) Capsol Berry Plastics  S.p.a.,  a  company  duly
incorporated  and  existing  under the laws of Italy ("Capsol Italy").  The
Italian  Holding  Company has applied  to  Bank  of  America  Italy  for  a
revolving credit facility  in a maximum principal amount not to exceed Euro
13,550,000 or, at the option of the Italian Holding Company, the equivalent
amount in United States Dollars  (the "Italian Revolving Credit Facility").
Capsol Italy has opened one or more  bank  accounts  with  Bank  of America
Italy  with  respect  to  which Bank of America Italy has agreed to provide
overdraft facilities for a  total  amount not exceeding Euro 1,700,000 (the
"Italian Overdraft Facility").  The  obligations  of  the  Italian  Holding
Company  and/or  Capsol  Italy  under  and  in  connection with the Italian
Revolving Credit Facility and the Italian Overdraft Facility (collectively,
the "Italian Credit Facilities") are or will be secured by a first priority
pledge of all issued and outstanding capital stock  of  the Italian Holding
Company, Ociesse and Capsol Italy.

     The Borrower has requested that the Lenders extend the  maturity  date
of  the  facility  from July 1, 2002 to January 21, 2004.  In addition, the
Borrower has requested  that the Agent and the Lenders consent and agree to
(1) the acquisition of the  Pescor  Target by the Parent in accordance with
the terms and conditions of the Pescor  Merger  Agreement, (2) the Parent's
issuance of a class of preferred stock to one or more existing shareholders
of Pescor Target in accordance with the provisions  of  the  Pescor  Merger
Agreement,  and  (3)  the  Parent's contribution of the Pescor Stock to the
Borrower.

     The Agent, the BofA Agent  and the Lenders are willing to agree to the
Borrower's request on the condition,  among  others, that this Amendment be
executed.


                                AGREEMENTS

     NOW, THEREFORE, in consideration of the premises  and  for  other good
and  valuable  consideration, receipt of which is hereby acknowledged,  the
Borrower, the Agent and the Lenders agree as follows:

     The Borrower,  the Agent and the Lenders agree that the Recitals above
are a part of this Amendment.   Unless  otherwise expressly defined in this
Amendment, terms defined in the Loan Agreement  shall have the same meaning
under this Amendment.

     The Borrower, the Agent and the Lenders agree  that on the date hereof
the  aggregate  outstanding  principal  balance  under  the  Term  Note  is
$25,000,000.

     The Borrower represents and warrants to the Agent and  the  Lenders as
follows:

     The Borrower is a corporation duly organized, validly existing  and in
good standing under the laws of the state in which it was organized and  is
duly  qualified to do business as a foreign corporation in good standing in
every other  state  wherein the conduct of its business or the ownership of
its property requires such qualification.

     The Borrower has  the  power and authority to execute and deliver this
Amendment and perform its obligations hereunder and has taken all necessary
and appropriate corporate action  to  authorize the execution, delivery and
performance of this Amendment.

     The Loan Agreement, as amended by  this  Amendment,  and  each  of the
other  Financing  Documents  remains  in  full  force  and effect, and each
constitutes  the  valid  and  legally binding obligation of  the  Borrower,
enforceable in accordance with its terms.

     The representations and warranties of the Borrower contained among the
provisions of the Loan Agreement  are  true  and  correct as of the date of
this Amendment (except that any such representations  and  warranties  that
are  not  qualified  as to materiality need only be true and correct in all
material respects) with  the same effect as though such representations and
warranties  had  been  made  as   of   such   date,  except  that  (i)  the
representations and warranties which relate to a specific date need only be
true  and  correct  as  of  such  date  and  (ii)  the representations  and
warranties which relate to financial statements which  are  referred  to in
Section  4.1.11  of  the  Loan  Agreement  shall  also  be  deemed to cover
financing statements furnished from time to time to the Agent  pursuant  to
Section 6.1.1 (Financial Statements) of the Credit Agreement.

     No  Event of Default and no event which, with notice, lapse of time or
both would  constitute  an Event of Default, has occurred and is continuing
under the Loan Agreement  or  the  other  Financing Documents which has not
been waived in writing by the Lenders.

     Section 1.1 (Certain Defined Terms) is  hereby  amended  by adding the
following definitions:

          "BERRY  ITALY"  MEANS BERRY PLASTICS ACQUISITION CORPORATION
     II, A COMPANY DULY INCORPORATED  AND  EXISTING  UNDER THE LAWS OF
     DELAWARE, AND ITS SUCCESSORS AND ASSIGNS.

          "FIRST AMENDMENT" MEANS THAT CERTAIN FIRST AMENDMENT TO LOAN
     AND SECURITY AGREEMENT DATED AS OF MAY __, 2001 BY  AND AMONG THE
     AGENT, THE LENDERS, THE BORROWER, AND THE BOFA AGENT.

          "PESCOR"  MEANS  PESCOR,  INC., A CORPORATION ORGANIZED  AND
     EXISTING  UNDER  THE  LAWS  OF  THE  STATE   OF  DELAWARE  AND  A
     CONSTITUENT  CORPORATION  IN  THE  MERGER  OF PESCOR  AND  PESCOR
     TARGET, AND ITS SUCCESSORS AND ASSIGNS.

          "PESCOR  MERGER"  MEANS  THE  MERGER OF PESCOR  TARGET  INTO
     PESCOR WITH PESCOR AS THE SURVIVING CORPORATION.

          "PESCOR MERGER AGREEMENT" MEANS  THAT  CERTAIN AGREEMENT AND
     PLAN OF REORGANIZATION DATED AS OF MAY 11, 2001  BY AND AMONG THE
     PARENT, PESCOR AND THE SHAREHOLDERS OF PESCOR TARGET, AS THE SAME
     MAY  FROM  TIME  TO  TIME  BE AMENDED, RESTATED, SUPPLEMENTED  OR
     MODIFIED,  TOGETHER  WITH ANY  AND  ALL  EXHIBITS  AND  SCHEDULES
     THERETO,  AMENDMENTS,  MODIFICATIONS,  AND  SUPPLEMENTS  THERETO,
     RESTATEMENTS THEREOF, AND SUBSTITUTES THEREFOR.

          "PESCOR  MERGER DOCUMENTS"  MEANS  COLLECTIVELY  THE  PESCOR
     MERGER AGREEMENT  AND  ANY AND ALL OTHER AGREEMENTS, DOCUMENTS OR
     INSTRUMENTS, PREVIOUSLY,  NOW OR HEREAFTER EXECUTED AND DELIVERED
     BY THE PARENT, THE BORROWER,  OR  ANY  OTHER PERSON IN CONNECTION
     WITH THE PESCOR MERGER TRANSACTION, AS THE  SAME MAY FROM TIME TO
     TIME BE AMENDED, RESTATED, SUPPLEMENTED AND MODIFIED.

          "PESCOR MERGER TRANSACTION" MEANS (I) THE  PESCOR MERGER AND
     (II)  THE  ISSUANCE  OF  THE  PESCOR  PREFERRED  STOCK,   ALL  IN
     ACCORDANCE  WITH  THE  PROVISIONS OF THE PESCOR MERGER AGREEMENT,
     AND ALSO INCLUDES THE CONTRIBUTION  OF  THE  PESCOR  STOCK BY THE
     PARENT TO THE BORROWER.

          "PESCOR  PREFERRED  STOCK"  MEANS THE ISSUED AND OUTSTANDING
     SHARES  OF  SERIES C-1, C-2, C-3, C-4  AND  C-5  PREFERRED  STOCK
     ISSUED BY THE  PARENT  TO  THE  EXISTING  SHAREHOLDERS  OF PESCOR
     TARGET IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE  PESCOR
     MERGER AGREEMENT.

          "PESCOR  PREFERRED  STOCK  SHAREHOLDER AGREEMENTS" MEANS ANY
     AND ALL AGREEMENTS, DOCUMENTS OR  INSTRUMENTS  NOW OR AT ANY TIME
     EXECUTED AND DELIVERED IN CONNECTION WITH THE ISSUANCE,  SALE  OR
     PURCHASE  OF  THE  PESCOR  PREFERRED STOCK IN CONNECTION WITH THE
     PESCOR MERGER TRANSACTION, AS  THE  SAME MAY FROM TIME TO TIME BE
     AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED.

          "PESCOR TARGET" MEANS PESCOR PLASTICS,  INC.,  A CORPORATION
     ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF TEXAS AND A
     CONSTITUENT CORPORATION IN THE MERGER OF PESCOR AND PESCOR TARGET
     AND ITS SUCCESSORS AND ASSIGNS.

     Section 1.1 (Certain Defined Terms) is hereby amended  by deleting the
definition  of the term "Affiliate" and substituting the following  in  its
place:

          "AFFILIATE"  MEANS,  WITH  RESPECT TO ANY DESIGNATED PERSON,
     ANY  OTHER  PERSON,  (A)  DIRECTLY  OR   INDIRECTLY  CONTROLLING,
     DIRECTLY OR INDIRECTLY CONTROLLED BY, OR UNDER DIRECT OR INDIRECT
     COMMON  CONTROL  WITH  THE  PERSON DESIGNATED,  (B)  DIRECTLY  OR
     INDIRECTLY OWNING OR HOLDING  TEN  PERCENT  (10%)  OR MORE OF ANY
     EQUITY  INTEREST  IN  SUCH DESIGNATED PERSON, OR (C) TEN  PERCENT
     (10%) OR MORE OF WHOSE STOCK OR OTHER EQUITY INTEREST IS DIRECTLY
     OR INDIRECTLY OWNED OR  HELD  BY  SUCH  DESIGNATED  PERSON.   FOR
     PURPOSES  OF  THIS DEFINITION, THE TERM "CONTROL" (INCLUDING WITH
     CORRELATIVE MEANINGS,  THE  TERMS  "CONTROLLING", "CONTROLLED BY"
     AND "UNDER COMMON CONTROL WITH") MEANS  THE  POSSESSION, DIRECTLY
     OR INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE  THE  DIRECTION OF
     THE   MANAGEMENT  AND  POLICIES  OF  A  PERSON,  WHETHER  THROUGH
     OWNERSHIP  OF  VOTING  SECURITIES OR OTHER EQUITY INTERESTS OR BY
     CONTRACT OR OTHERWISE.   NOTWITHSTANDING  THE  FOREGOING, NONE OF
     THE HOLDERS OF THE PESCOR PREFERRED STOCK SHALL  BE  DEEMED TO BE
     AFFILIATES  OF  THE  BORROWER  OR  ANY  OF  ITS AFFILIATES SOLELY
     BECAUSE  OF  HIS,  HER  OR ITS HOLDING OF SHARES  OF  THE  PESCOR
     PREFERRED STOCK.

     Section 1.1 (Certain Defined  Terms) is hereby amended by deleting the
definition of the term "Capital Expenditure" and substituting the following
in its place:

          "CAPITAL EXPENDITURE" MEANS  AN  EXPENDITURE  WHICH WOULD BE
     CLASSIFIED  AS SUCH IN ACCORDANCE WITH GAAP (WHETHER  PAYABLE  IN
     CASH OR OTHER  PROPERTY  OR  ACCRUED AS A LIABILITY) FOR FIXED OR
     CAPITAL ASSETS, INCLUDING THE ENTERING INTO OF CAPITAL LEASES.

     Section 1.1 (Certain Defined Terms)  is hereby amended by deleting the
definition of the term "Capsol Italy" and substituting the following in its
place:

          "CAPSOL ITALY" MEANS CAPSOL BERRY PLASTICS S.P.A., A COMPANY
     DULY INCORPORATED AND EXISTING UNDER THE  LAWS  OF ITALY, AND ITS
     SUCCESSORS AND ASSIGNS.

     Section 1.1 (Certain Defined Terms) is hereby amended  by deleting the
definition  of  the  term  "Italian  Holding Company" and substituting  the
following in its place:

          "ITALIAN  HOLDING  COMPANY"  MEANS   CBP   HOLDINGS,  S.R.L.
     (FORMERLY   CAPSOL-BERRY   PLASTICS   S.R.L.),  A  COMPANY   DULY
     INCORPORATED  AND  EXISTING  UNDER THE LAWS  OF  ITALY,  AND  ITS
     SUCCESSORS AND ASSIGNS.

     Section 1.1 (Certain Defined Terms)  is hereby amended by deleting the
definition of the term "Maturity Date" and  substituting  the  following in
its place:

          "MATURITY DATE" MEANS JANUARY 21, 2004.

     Section 1.1 (Certain Defined Terms) is hereby amended by deleting  the
definition  of  the  term  "Ociesse"  and substituting the following in its
place:

          "OCIESSE"  MEANS OCIESSE S.R.L.  -  OFFICINA  COSTRUZIONE  STAMPI
     LAVORAZIONI MECCANICHE  DI PRECISIONE, A COMPANY DULY INCORPORATED AND
     EXISTING UNDER THE LAWS OF ITALY, AND ITS SUCCESSORS AND ASSIGNS.

     Section 1.1 (Certain Defined  Terms) is hereby amended by deleting the
definition  of  the  term  "Permitted  Acquisition"  and  substituting  the
following in its place:

          "PERMITTED ACQUISITION" MEANS  THE  ACQUISITION  OR PURCHASE
     OF, OR INVESTMENT IN, ANY PERSON, ANY OPERATING DIVISION  OR UNIT
     OF  ANY  PERSON, OR THE CAPITAL STOCK OR ASSETS OF ANY PERSON  OR
     THE COMBINATION WITH ANY PERSON BY THE BORROWER OR ANY SUBSIDIARY
     GUARANTOR  (EACH  INDIVIDUALLY, A "SUBJECT TRANSACTION") APPROVED
     BY THE AGENT AND EACH  OF  THE  LENDERS IN WRITING. THE AGENT AND
     THE LENDERS HEREBY ADVISE THE BORROWER  THAT  THE  PESCOR  MERGER
     TRANSACTION  SHALL  NOT CONSTITUTE A PERMITTED ACQUISITION UNLESS
     AFTER GIVING EFFECT TO  ANY  BORROWINGS  UNDER THE REVOLVING LOAN
     NEEDED TO FINANCE THE PESCOR MERGER TRANSACTION, THE BORROWER AND
     THE  SUBSIDIARY  GUARANTORS  (I)  HAVE  AVAILABILITY   UNDER  THE
     REVOLVING LOAN OR UNUSED AVAILABILITY UNDER THE BORROWING BASE IN
     AN   AMOUNT   AT   LEAST   EQUAL   TO  EIGHTEEN  MILLION  DOLLARS
     ($18,000,000)  AND  (II) ARE REASONABLY  EXPECTED  TO  HAVE  SUCH
     MINIMUM AVAILABILITY FOR A PERIOD OF TEN (10) BUSINESS DAYS AFTER
     CLOSING AND CONSUMMATION OF THE PESCOR MERGER TRANSACTION.

          NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS DEFINITION,
     THE LENDERS AND THE AGENT  HAVE  PREVIOUSLY  CONSENTED, OR HEREBY
     CONSENT, TO THE POLY-SEAL STOCK PURCHASE TRANSACTION, THE ITALIAN
     TARGET STOCK PURCHASE TRANSACTION, THE PURCHASE OF CERTAIN ASSETS
     OF  CAPSOL-CERTWOOD  UK  LTD. BY BERRY UK AND THE  PESCOR  MERGER
     TRANSACTION; AND, ACCORDINGLY,  ALL  SUCH TRANSACTIONS ARE DEEMED
     TO BE PERMITTED ACQUISITIONS.

     Section 1.1 (Certain Defined Terms) is  hereby amended by deleting the
definition  of  the term "Seller" and substituting  the  following  in  its
place:

          "SELLER"  MEANS  WITH RESPECT TO (I) ANY SUBJECT TRANSACTION
     WHICH CONSTITUTES AN ACQUISITION  OF  ALL OR SUBSTANTIALLY ALL OF
     THE SHARES OF SUCH SUBJECT TRANSACTION,  THE PERSONS SELLING SUCH
     SHARES,  AND  (II) ANY SUBJECT TRANSACTION WHICH  CONSTITUTES  AN
     ACQUISITION OF  ALL  OR  SUBSTANTIALLY  ALL OF THE ASSETS OF SUCH
     SUBJECT TRANSACTION, THE PERSONS SELLING SUCH ASSETS.

     Section 1.1 (Certain Defined Terms) is hereby  amended by deleting the
definition of the terms "Subsidiary Guarantor" and "Subsidiary  Guarantors"
and substituting the following in their place:

          "SUBSIDIARY   GUARANTOR"  MEANS  BIC,  BTP,  AEROCON,  BERRY
     STERLING,  PACKERWARE,   BERRY  DESIGN,  BERRY  VENTURE,  VENTURE
     SOUTHEAST, VENTURE MIDWEST,  KNIGHT,  CPI,  CARDINAL,  POLY-SEAL,
     BERRY  ITALY,  PESCOR  PLASTICS  OR ANY OTHER DOMESTIC SUBSIDIARY
     (ORGANIZED AND EXISTING UNDER THE LAWS OF ANY STATE IN THE UNITED
     STATES) OF THE BORROWER OR THE PARENT  WHICH  IS  DESIGNATED  AND
     QUALIFIES  AS  A  SUBSIDIARY  GUARANTOR  IN  ACCORDANCE  WITH THE
     PROVISIONS  OF  SECTION  6.2.2  (SUBSIDIARIES),  OR  ANY OF THEIR
     RESPECTIVE  SUCCESSORS  AND  ASSIGNS,  AS  THE CASE MAY BE;  AND,
     "SUBSIDIARY GUARANTORS" MEANS BIC, BTP, AEROCON,  BERRY STERLING,
     BERRY  DESIGN,  PACKERWARE,  BERRY  VENTURE,  VENTURE  SOUTHEAST,
     VENTURE  MIDWEST, KNIGHT, CPI, CARDINAL, POLY-SEAL, BERRY  ITALY,
     PESCOR  PLASTICS  AND  EACH  OTHER  DOMESTIC  SUBSIDIARY  OF  THE
     BORROWER  DESIGNATED AND QUALIFIED AS A "SUBSIDIARY GUARANTOR" IN
     ACCORDANCE  WITH  THE PROVISIONS OF SECTION 6.2.2 (SUBSIDIARIES),
     AND ALL OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

     Subsection (c) of Section  2.2.1  (Applicable  Interest  Rates) of the
Loan  Agreement  is  hereby  deleted  in its entirety and the following  is
substituted in its place:

          C. THE APPLICABLE MARGIN FOR  (I)  LIBOR LOANS SHALL BE FOUR
     HUNDRED SEVENTY-FIVE (475) BASIS POINTS PER  ANNUM AND (II) INDEX
     RATE LOANS SHALL BE THREE HUNDRED TWENTY-FIVE (325) BASIS POINTS.

     Section 4.1.3 (Power and Authority) of the Loan  Agreement  is  hereby
amended to add the following provisions:

          EACH  OF  THE  PARENT,  THE  BORROWER  AND  THEIR RESPECTIVE
     SUBSIDIARIES,  AS THE CASE MAY BE, HAS FULL CORPORATE  POWER  AND
     AUTHORITY TO EXECUTE  AND  DELIVER THE FIRST AMENDMENT, ALL OTHER
     FINANCING  DOCUMENTS  (RELATING   TO   THE   FIRST  AMENDMENT  OR
     OTHERWISE),  AND THE PESCOR MERGER DOCUMENTS TO  WHICH  IT  IS  A
     PARTY, TO MAKE  THE  BORROWINGS AND REQUEST LETTERS OF CREDIT AND
     BOND LETTERS OF CREDIT  UNDER  THIS  AGREEMENT (AS AMENDED BY THE
     FIRST  AMENDMENT  AND OTHERWISE), TO CLOSE  AND  CONSUMMATE  EACH
     ASPECT OF THE PESCOR  MERGER  TRANSACTION,  AS APPROPRIATE AND TO
     INCUR  AND PERFORM THE OBLIGATIONS WHETHER UNDER  THIS  AGREEMENT
     (AS AMENDED  BY  THE  FIRST  AMENDMENT  OR  OTHERWISE), THE OTHER
     FINANCING DOCUMENTS, THE PESCOR MERGER DOCUMENTS,  ALL  OF  WHICH
     HAVE  BEEN  DULY AUTHORIZED BY ALL PROPER AND NECESSARY CORPORATE
     ACTION.  NO CONSENT  OR APPROVAL OF SHAREHOLDERS OR ANY CREDITORS
     OF THE PARENT, THE BORROWER  OR  ANY  SUBSIDIARY, AND NO CONSENT,
     APPROVAL,  FILING  OR  REGISTRATION  WITH  OR   NOTICE   TO   ANY
     GOVERNMENTAL AUTHORITY ON THE PART OF THE PARENT, THE BORROWER OR
     ANY  SUBSIDIARY,  IS  REQUIRED  AS  A CONDITION TO THE EXECUTION,
     DELIVERY, VALIDITY OR ENFORCEABILITY  OF THE FIRST AMENDMENT, THE
     OTHER  FINANCING  DOCUMENTS (RELATED TO THE  FIRST  AMENDMENT  OR
     OTHERWISE), ANY OF  THE  PESCOR MERGER DOCUMENTS, THE PERFORMANCE
     BY  THE  BORROWER  OF  THE  OBLIGATIONS   OR   THE   CLOSING  AND
     CONSUMMATION OF THE PESCOR MERGER TRANSACTION, IN EACH  CASE,  IF
     REQUIRED, THE SAME HAS BEEN DULY OBTAINED.

     Section  4.1.12 (Pro-forma Financial Statements) is hereby deleted  in
its entirety and the following is substituted in its place:

          4.1.12 PRO FORMA FINANCIAL STATEMENTS.

          The  Borrower   has  furnished  to  the  Agent  a  pro-forma
     consolidated balance sheet  of  the Borrower and the Subsidiaries
     as of a date on or about March 31,  2001  (the "Pro-forma Date"),
     but  giving  effect  to  the  Pescor Merger Transaction  and  the
     transactions  incident thereto (the  "Pro-forma  Balance  Sheet")
     together with pro-forma  financial  projections of the Parent for
     the five-year period subsequent to the  Pescor Merger Transaction
     (the "Pro-forma Financial Projections").  A copy of the Pro-forma
     Balance  Sheet  and  the  Pro-forma  Financial   Projections  are
     attached hereto as Exhibits C-1 and C-2, respectively.   The Pro-
     forma Balance Sheet is correct and complete, has been prepared in
     accordance  with  GAAP,  and  fairly  presents  in  all  material
     respects the consolidated financial condition of the Borrower and
     the  Subsidiaries as of the Pro-forma Date, but giving effect  to
     the Pescor  Merger  Transaction  and  the  transactions  incident
     thereto.  The Pro-forma Financial Projections represent the  best
     estimate of the future operations of the Parent and are based  on
     reasonable  and conservative assumptions, but do not constitute a
     guaranty of actual performance.

     Section 4.1.26  (Italian  Target Stock Purchase Transaction) is hereby
amended to reflect that (1) Berry Italy is a Wholly-Owned Subsidiary of the
Borrower, (2) the Borrower is the  owner  of  a  ninety-five  percent (95%)
interest in the Italian Holding Company, (3) Berry Italy is the  owner of a
five  percent  (5%)  interest in the Italian Holding Company, and (4)  that
Capsol Italy and Ociesse  are each Wholly-Owned Subsidiaries of the Italian
Holding Company.

     Section 4.1.27 (Hart-Scott-Rodino)  of  the  Loan  Agreement is hereby
deleted in its entirety and the following is substituted in its place:

               4.1.27 HART-SCOTT-RODINO.

          The Borrower, the Seller and all other necessary Persons, as
     appropriate, have made such filings, if any, as may  be  required
     by  the Hart-Scott-Rodino Antitrust Improvements Act of 1976,  as
     amended, and have provided such supplemental information that may
     be required  by  such Act, with respect to the sales contemplated
     by the Pescor Merger Transaction.  The waiting periods under such
     Act have terminated or expired.

     Article  IV of the  Loan  Agreement  is  hereby  amended  to  add  the
following additional section:

          SECTION 4.1.29   PESCOR MERGER TRANSACTION.

          The Agent  has  received true and correct photocopies of the
     Pescor  Merger  Agreement,   each  of  the  other  Pescor  Merger
     Documents executed, delivered  and/or  furnished on or before the
     date of the First Amendment in connection  with the Pescor Merger
     Transaction.   Neither the Pescor Merger Agreement,  any  of  the
     other  Pescor  Merger  Documents  have  been  modified,  changed,
     supplemented, canceled,  amended  or otherwise altered, except as
     otherwise disclosed to the Agent in writing on or before the date
     of the First Amendment.  The Pescor  Merger Transaction have been
     effected, closed and consummated pursuant  to,  and in accordance
     with, the terms and conditions of the Pescor Merger Agreement and
     with all applicable Laws.

     Section   6.1.13(a)   (Tangible  Capital  Funds),  Section   6.1.13(c)
(Interest Coverage Ratio) and  Section  6.1.13(e)  (Debt  Service  Coverage
Ratio) of the Loan Agreement are hereby deleted in their entirety.

     Section  6.1.13(b)  (Funded  Debt to EBITDA) is hereby deleted in  its
entirety and the following is substituted in its place:

          (B)  FUNDED DEBT TO EBITDA.  The  Borrower,  Berry  UK,  NIM
     Holdings  and the Subsidiary Guarantors, on a consolidated basis,
     will not at  any  time permit the ratio of (x) Funded Debt to (y)
     EBITDA,  for  the  prior   twelve   (12)  month  trailing  period
     (reflecting  actual and historical performance  of  each  Subject
     Transaction which constitutes a Permitted Acquisition during such
     twelve (12) month  period),  tested  as  of  the last day of each
     fiscal quarter, to be greater than the following  amounts  as  of
     the following dates:


               DATE                                      RATIO

          June 30, 2001                               4.25 to 1.00
          September 30, 2001                          4.00 to 1.00
          December 31, 2001                           3.75 to 1.00
          March 31, 2002                              3.50 to 1.00
          June 30, 2002                               3.50 to 1.00
          September 30, 2002 and                      3.25 to 1.00
            the last day of each fiscal
            quarter thereafter

     Section  6.1.13(d) (Fixed Charge Coverage Ratio) of the Loan Agreement
is hereby deleted  in  its entirety and the following is substituted in its
place:

               (D) FIXED  CHARGE  COVERAGE RATIO.  The Borrower, Berry
          UK,  NIM  Holdings  and  the   Subsidiary   Guarantors  will
          maintain, on a consolidated basis, will not permit the Fixed
          Charge  Coverage  Ratio  for  the  prior  twelve (12)  month
          trailing period, tested as of the last day  of  each  fiscal
          quarter, to be less than 1.00 to 1.00 as of the end of  each
          fiscal quarter.

     Section  6.2.4(h)  (Indebtedness)  of  the  Loan  Agreement  is hereby
deleted in its entirety and the following is substituted in its place:

               (H) CAPITAL LEASES AS AND TO THE EXTENT PERMITTED BY SECTION
          6.2.6;


     Section  6.2.4(i)  of  the  Loan  Agreement  (Indebtedness)  is hereby
deleted in its entirety and the following is substituted in its place:

          (I)  INDEBTEDNESS  FOR BORROWED MONEY OF THE BORROWER TO ANY
     SUBSIDIARY  GUARANTOR  OR OF  ANY  SUBSIDIARY  GUARANTOR  TO  THE
     BORROWER OR ANY OTHER SUBSIDIARY  GUARANTOR  AND INDEBTEDNESS FOR
     BORROWED  MONEY OF BERRY UK, NIM HOLDINGS, NORWICH,  THE  ITALIAN
     HOLDING COMPANY,  CAPSOL  ITALY AND/OR OCIESSE TO THE BORROWER OR
     ANY   OTHER   DOMESTIC   SUBSIDIARY   GUARANTOR   (THE   "FOREIGN
     INTERCOMPANY INDEBTEDNESS"),  PROVIDED  THAT THE AGGREGATE AMOUNT
     OF   SUCH   FOREIGN   INTERCOMPANY   INDEBTEDNESS   AND   FOREIGN
     INTERCOMPANY INVESTMENTS (EXCLUDING INTERCOMPANY  ALLOCATIONS  OF
     EXPENSES  AND  CHARGES  AND EXCLUDING THE AMOUNT USED TO FUND THE
     PURCHASE OF THE ASSETS OF  CAPSOL-CERTWOOD  UK  LTD.),  SHALL NOT
     EXCEED,  IN  THE  AGGREGATE,  TEN  MILLION  FOUR HUNDRED THOUSAND
     DOLLARS ($10,400,000);

     Section 6.2.5(vii) of the Loan Agreement (Investments, Loans and Other
Transactions) is deleted in its entirety and the following  is  substituted
in its place:

          (VII)  (1)  THE  BORROWER'S ACQUISITION, CREATION, OWNERSHIP
     AND INITIAL CAPITALIZATION OF NIM HOLDING AND THE ITALIAN HOLDING
     COMPANY, (2) THE INITIAL  CAPITALIZATION  OF BERRY UK AND NORWICH
     ACQUISITION  AS  PART  OF  AND  AT  THE  TIME  OF THE  BORROWER'S
     ACQUISITION  OF  NIM HOLDINGS, (3) THE INITIAL CAPITALIZATION  OF
     CAPSOL ITALY AND/OR  OCIESSE  AS  PART  OF AND AT THE TIME OF THE
     BORROWER'S ACQUISITION OF THE ITALIAN HOLDING  COMPANY,  (4)  THE
     PURCHASE  OF  CERTAIN  ASSETS OF CAPSOL-CERTWOOD UK LTD., AND (5)
     ANY  ADDITIONAL  CAPITAL  OR   OTHER   EQUITY   CONTRIBUTIONS  OR
     INVESTMENTS  IN  BERRY  UK,  NIM  HOLDINGS,  THE ITALIAN  HOLDING
     COMPANY, CAPSOL AND OCIESSE; PROVIDED THAT THE  AGGREGATE  AMOUNT
     OF  ANY  SUCH  ADDITIONAL  CAPITAL  OR OTHER EQUITY CONTRIBUTIONS
     (COLLECTIVELY, THE "FOREIGN INTERCOMPANY  INVESTMENTS"), TOGETHER
     WITH   ANY   FOREIGN   INTERCOMPANY   INDEBTEDNESS     (EXCLUDING
     INTERCOMPANY  ALLOCATIONS  OF  EXPENSES AND CHARGES AND EXCLUDING
     THE AMOUNT USED TO FUND THE PURCHASE  OF  THE  ASSETS  OF CAPSOL-
     CERTWOOD  UK LTD.) PERMITTED BY THE TERMS OF THIS AGREEMENT,  MAY
     NOT EXCEED  AT ANY TIME IN THE AGGREGATE TEN MILLION FOUR HUNDRED
     THOUSAND DOLLARS ($10,400,000);



     Section 6.2.6  of  the Loan Agreement (Capital Expenditures) is hereby
deleted in its entirety and the following is substituted in its place:

          6.2.6 CAPITAL EXPENDITURES.

          Except for Permitted  Acquisitions,  permitted reinvestments
     of Permitted Asset Dispositions and Capital Expenditures made for
     the acquisition or construction of Fixed or  Capital  Assets that
     are  contemplated  to be sold in connection with a sale-leaseback
     transaction referred  to  in  clause  (A) of the last sentence of
     Section 6.2.16, neither the Borrower, Berry  UK  nor NIM Holdings
     will  or will  permit any Subsidiary to, directly or  indirectly,
     make any  Capital Expenditures in the aggregate for the Borrower,
     Berry UK, NIM  Holdings  and their respective Subsidiaries (taken
     as a whole) in an amount which  exceeds  the "Capital Expenditure
     Ceiling" during any fiscal year as set forth  below.   If  in any
     given   fiscal  year,  the  total  Capital  Expenditures  of  the
     Borrower,  Berry  UK, NIM Holdings and its or their Subsidiaries,
     taken  as  a  whole,  are   less   than  the  applicable  Capital
     Expenditure Ceiling for that fiscal  year,  the unused portion of
     the amount permitted for Capital Expenditures (the "Carry Forward
     Amount')   may  be  used  to  increase  the  applicable   Capital
     Expenditure  Ceiling  for  the  then next succeeding fiscal year.
     The Carry Forward Amount for any  given  fiscal  year  cannot  be
     carried forward for more than one (1) fiscal year.

          FISCAL YEAR ENDING                 CAPITAL EXPENDITURE CEILING

          December 31, 2001                       $45,000,000
          December 31, 2002                       $50,000,000
          December 31, 2003 and                   $51,000,000
          each fiscal year thereafter


     Section  7.1.13  (Change in Ownership) of the Loan Agreement is hereby
amended to provide that,  except  to  the extent permitted by Section 6.2.1
(Capital Structure) of the Loan Agreement,  (1)  the  Borrower's failure to
own and control, beneficially and of record, one hundred  percent (100%) of
the  issued and outstanding shares of Berry Italy, (2) the failure  of  the
Borrower  and/or   Berry  Italy  to  own  and  control, beneficially and of
record, one hundred percent (100%) of the issued  and outstanding shares of
the  Italian  Holding  Company,  and/or (3) the Italian  Holding  Company's
failure to own and control, beneficially and of record, one hundred percent
(100%) of the issued and outstanding  shares  of  Capsol Italy and Ociesse,
shall  constitute  an Event of Default under Section  7.1.13  of  the  Loan
Agreement.

     Section 9.1 (Notices)  of  the  Loan  Agreement  is  hereby amended to
delete  the  notice address for the Collateral Agent and the  following  is
substituted in its place:

  COLLATERAL AGENT:   BANK OF AMERICA, N.A.
 (ON OR BEFORE        BANK OF AMERICA BUSINESS CREDIT
  BOFA TERMINATION    231 S. LASALLE STREET
  DATE)               CHICAGO, ILLINOIS  60697
                      ATTN:  BRIAN J. WRIGHT

     The term  "this  Agreement" as used in the Loan Agreement and the term
"Loan Agreement" as used  in  any of the Financing Documents shall mean the
Loan Agreement as modified herein  unless  the context clearly indicates or
dictates  a  contrary meaning.  Any and all such  Financing  Documents  are
deemed  hereby  amended  to  reflect  the  terms  and  conditions  of  this
Amendment, including, without limitation, the Deeds of Trust.

     The Borrower, the Agent and the Lenders will execute such confirmatory
instruments  with respect to the Loan Agreement and/or any of the Financing
Documents as the Agent may reasonably require.

     As a condition to the Agent's and the Lenders' agreement to enter into
this Amendment  and  the waivers granted herein, the Borrower hereby agrees
to pay to the Agent, for  the  ratable benefit of the Lenders, an amendment
fee in the amount of $250,000, which  fee  shall  be  due  at the time this
Amendment is executed and is fully earned and non-refundable upon payment.

     This  Amendment  may  not  be  amended, changed, modified, altered  or
terminated without in each instance the prior written consent of the Agent,
the  BofA Agent, the Lenders and the Borrower.   This  Amendment  shall  be
construed  in  accordance  with,  and governed by, the laws of the State of
Maryland.

     The Borrower agrees that neither  the  execution  and delivery of this
Amendment  nor  any  of  the  terms,  provisions, covenants, or  agreements
contained in this Amendment shall in any  manner  release,  impair, lessen,
waive,  or  otherwise adversely affect the joint and several liability  and
obligations of the Borrower under the terms of the Loan Agreement.

     This Amendment may be executed in any number of duplicate originals or
counterparts,  each  of  such  duplicate originals or counterparts shall be
deemed to be an original and all  taken  together  shall constitute but one
and  the  same  instrument.   The  parties  agree  that  their   respective
signatures may be delivered by facsimile. Any party who chooses to  deliver
its  signature  by  facsimile  agrees  to  provide  a  counterpart  of this
Amendment with its inked signature promptly to each other party.

     The  Lenders  and  the  Agent  hereby waive the Defaults and Events of
Default arising solely from the failure  of  the  Borrower, Berry UK and/or
NIM  Holdings  to  comply  with the terms of Section 6.2.4(i)  and  Section
6.2.5(vii).  This paragraph shall not be deemed to waive any other existing
or future Events of Default or Defaults.





<PAGE>


IN WITNESS WHEREOF, the Borrower, the Lenders, the Agent and the BofA Agent
have executed this Amendment  under  seal  as  of  the  date and year first
written above.

ATTEST:                       BERRY PLASTICS CORPORATION



_____________________________ By:/s/ James M. Kratochvil  (SEAL)
                                 James M. Kratochvil
                                 Executive Vice President


WITNESS:                      GENERAL ELECTRIC
                                 CAPITAL CORPORATION,
                              in its capacity as Agent



_____________________________ By:/s/ General Electric Capital Corporation
(SEAL)
                                 Name:
                                 Title:

WITNESS:                      GENERAL ELECTRIC
                                 CAPITAL CORPORATION,
                              in its capacity as Lender



_____________________________ By:/s/ General Electric Capital Corporation
(SEAL)
                                 Name:
                                 Title:




WITNESS:                      BANK OF AMERICA, N.A.,
                              in its capacity as BofA Agent



_____________________________ By:/s/ Brian J. Wright (SEAL)
                                 Brian J. Wright
                                 Vice President










<PAGE>

Berry 1st Amendment to Loan Agreement -- GE.DOC
March 15, 20022:44 PM


                        ACKNOWLEDGMENT AND CONSENT



     BPC  HOLDING CORPORATION, a corporation organized and  existing  under
the laws of the State of Delaware (the "Parent"), BERRY IOWA CORPORATION, a
corporation  organized and existing under the laws of the State of Delaware
("Berry Iowa"),  BERRY  TRI-PLAS  CORPORATION,  a corporation organized and
existing  under  the  laws  of  the State of Delaware  ("Berry  Tri-Plas"),
AEROCON, INC., a corporation organized  and  existing under the laws of the
State of Delaware ("AeroCon"), BERRY STERLING  CORPORATION,  a  corporation
organized  and  existing  under  the  laws of the State of Delaware ("Berry
Sterling"), BERRY PLASTICS DESIGN CORPORATION,  a corporation organized and
existing  under  the  laws  of  the  State  of Delaware  ("Berry  Design"),
PACKERWARE CORPORATION, a corporation organized and existing under the laws
of  the  State  of  Delaware  ("PackerWare"), VENTURE  PACKAGING,  INC.,  a
corporation organized and existing  under the laws of the State of Delaware
("Venture Holding"), BERRY PLASTICS TECHNICAL SERVICES, INC., a corporation
organized and existing under the laws  of  the  State of Delaware, formerly
known as Venture Packaging Southeast, Inc. ("Venture  Southeast"),  VENTURE
PACKAGING  MIDWEST,  INC.,  a  corporation organized and existing under the
laws of the State of Delaware ("Venture Midwest"), KNIGHT PLASTICS, INC., a
corporation organized and existing  under the laws of the State of Delaware
("Knight"), CPI HOLDING CORPORATION,  a  corporation organized and existing
under the laws of the State of Delaware ("CPI"),  CARDINAL PACKAGING, INC.,
a corporation organized and existing under the laws  of  the  State of Ohio
("Cardinal"),  POLY-SEAL CORPORATION, a corporation organized and  existing
under the laws of  the  State  of  Delaware  ("Poly-Seal"), PESCOR, INC., a
corporation organized and existing under the laws  of the State of Delaware
("Pescor")  and BERRY PLASTICS ACQUISITION CORPORATION  II,  a  corporation
organized and  existing  under  the  laws  of the State of Delaware ("Berry
Italy")  (the Parent, Berry Iowa, Berry Tri-Plas,  AeroCon, Berry Sterling,
Berry  Design,  PackerWare,  Venture  Holding,  Venture Southeast,  Venture
Midwest,  Knight,  CPI, Cardinal, Poly-Seal, Pescor  and  Berry  Italy  are
herein collectively and individually referred to as the "Guarantor") hereby
consent and agree to  the  foregoing  Amendment  and hereby acknowledge and
agree  that neither the execution and delivery of the  foregoing  Amendment
nor any  of the terms, provisions and agreements contained in the foregoing
Amendment shall in any manner impair, lessen, waive, discharge or otherwise
adversely  affect  the  indebtedness,  liabilities,  and obligations of the
Guarantors  under  and  in connection with any and all Financing  Documents
previously, now or hereafter  executed  and  delivered  by  either of them,
including, without limitation, the Guaranty Documents.

     IN WITNESS WHEREOF, each of the parties hereby have executed and
delivered this Acknowledgment under their respective seals as of the day
and year first written above.

WITNESS OR ATTEST:            BERRY IOWA CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                   James M. Kratochvil
                                   Executive Vice President


<PAGE>

WITNESS OR ATTEST:            BERRY TRI-PLAS CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President


WITNESS OR ATTEST:            BERRY STERLING CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President


WITNESS OR ATTEST:            AERO CON, INC.


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President


WITNESS OR ATTEST:            PACKERWARE CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President


WITNESS OR ATTEST:            BERRY PLASTICS DESIGN CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President






<PAGE>

Berry 1st Amendment to Loan Agreement -- GE.DOC
March 15, 20022:44 PM



WITNESS OR ATTEST:            BPC HOLDING CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President

WITNESS OR ATTEST:            VENTURE PACKAGING, INC.


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President

WITNESS OR ATTEST:            BERRY PLASTICS TECHNICAL SERVICES,
                              INC., f/k/a Venture Packaging Southeast, Inc.


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President

WITNESS OR ATTEST:            VENTURE PACKAGING MIDWEST, INC.


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President


WITNESS OR ATTEST:            KNIGHT PLASTICS, INC.


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President


WITNESS OR ATTEST:            CPI HOLDING CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President



<PAGE>
WITNESS OR ATTEST:            CARDINAL PACKAGING, INC.


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President

WITNESS OR ATTEST:            POLY-SEAL CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President

WITNESS OR ATTEST:            PESCOR, INC.


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President

WITNESS OR ATTEST:            BERRY PLASTICS ACQUSITION
                                 CORPORATION II


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President