Exhibit 4.1

                                                             EXECUTION COPY


                         This REGISTRATION RIGHTS AGREEMENT dated November
                    20, 2003 (the "Agreement") is entered into by and among
                    Berry Plastics Corporation, a Delaware corporation (the
                    "Company"), BPC Holding Corporation, a Delaware
                    corporation ("Holding"), the other guarantors listed on
                    the signature page hereof (together with Holding, the
                    "Guarantors"), and J.P. Morgan Securities Inc.
                    ("JPMorgan") and Goldman, Sachs & Co. ("Goldman,
                    Sachs") (together with JPMorgan, the "Initial
                    Purchasers").

               The Company, Holding, the other Guarantors and the Initial
Purchasers are parties to the Purchase Agreement dated November 10, 2003
(the "Purchase Agreement"), which provides for the sale by the Company to
the Initial Purchasers of $85,000,000 aggregate principal amount of the
Company's 10 3/4% Senior Subordinated Notes due 2012 (the "Securities"),
which will be guaranteed on an unsecured senior subordinated basis by each
of the Guarantors. As an inducement to the Initial Purchasers to enter into
the Purchase Agreement, the Company and the Guarantors have agreed to
provide to the Initial Purchasers, the Market-Makers (as defined herein)
and their direct and indirect transferees the registration rights set forth
in this Agreement. The execution and delivery of this Agreement is a
condition to the closing under the Purchase Agreement.

               In consideration of the foregoing, the parties hereto agree
as follows:

               SECTION 1. Definitions. As used in this Agreement, the
following terms shall have the following meanings:

               "Business Day" shall mean any day that is not a Saturday,
Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed.

               "Closing Date" shall mean the Closing Date as defined in the
Purchase Agreement.

               "Company" shall have the meaning set forth in the preamble
and shall also include the Company's successors.

               "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.

               "Exchange Dates" shall have the meaning set forth in Section
2(a)(ii) hereof.

               "Exchange Offer" shall mean the exchange offer by the
Company and the Guarantors of Exchange Securities for Registrable
Securities pursuant to Section 2(a) hereof.

               "Exchange Offer Registration" shall mean a registration
under the Securities Act effected pursuant to Section 2(a) hereof.

               "Exchange Offer Registration Statement" shall mean an
exchange offer registration statement on Form S-4 (or, if applicable, on
another appropriate form) and all amendments and supplements to such
registration statement, in each case including the Prospectus contained
therein, all exhibits thereto and any document incorporated by reference
therein.

               "Exchange Securities" shall mean senior subordinated notes
issued by the Company and guaranteed by the Guarantors under the Indenture
containing terms identical to the Securities (except that the Exchange
Securities will not be subject to restrictions on transfer or to any
increase in annual interest rate for failure to comply with this Agreement)
and to be offered to Holders of Securities in exchange for Securities
pursuant to the Exchange Offer.

               "Goldman, Sachs" shall have the meaning set forth in the
preamble.

               "Guarantors" shall have the meaning set forth in the
preamble and shall also include any Guarantor's successors.

               "Holders" shall mean the Initial Purchasers, for so long as
they own any Registrable Securities, and each of their successors, assigns
and direct and indirect transferees who become owners of Registrable
Securities under the Indenture; provided that for purposes of Sections 4
and 6 of this Agreement, the term "Holders" shall include Participating
Broker-Dealers; and provided, further, that for the purposes of Section 6
of this Agreement, the term "Holders" shall include the Market-Makers.

               "Initial Purchasers" shall have the meaning set forth in the
preamble.

               "Indenture" shall mean the Indenture relating to the
Securities dated as of July 22, 2002, among the Company, Holding, the other
Guarantors and U.S. Bank Trust National Association, as trustee, and as the
same may be amended from time to time in accordance with the terms thereof.

               "JPMorgan" shall have the meaning set forth in the preamble.

               "Majority Holders" shall mean the Holders of a majority of
the aggregate principal amount of outstanding Registrable Securities;
provided that whenever the consent or approval of Holders of a specified
percentage of Registrable Securities is required hereunder, Registrable
Securities owned directly or indirectly by Holding or any of its affiliates
shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage or amount; provided,
further, however, that the foregoing proviso shall not apply to Section 5
hereof.

               "Market-Maker" shall have the meaning set forth in Section
5(a) hereof.

               "Market-Maker's Information" shall have the meaning set
forth in Section 5(e) hereof.

               "Market-Making Registration Statement" shall have the
meaning set forth in Section 5(a)(i) hereof.

               "Participating Broker-Dealers" shall have the meaning set
forth in Section 4(a) hereof.

               "Person" shall mean an individual, partnership, limited
liability company, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.

               "Prospectus" shall mean the prospectus included in a
Registration Statement, including any preliminary prospectus, and any such
prospectus as amended or supplemented by any prospectus supplement,
including a prospectus supplement with respect to the terms of the offering
of any portion of the Registrable Securities covered by a Shelf
Registration Statement, and by all other amendments and supplements to such
prospectus, and in each case including any document incorporated by
reference therein.

               "Purchase Agreement" shall have the meaning set forth in the
preamble.

               "Registrable Securities" shall mean the Securities; provided
that the Securities shall cease to be Registrable Securities (i) when a
Registration Statement with respect to such Securities has been declared
effective under the Securities Act and such Securities have been exchanged
or disposed of pursuant to such Registration Statement, (ii) when such
Securities are eligible to be sold pursuant to Rule 144(k) (or any similar
provision then in force, but not Rule 144A) under the Securities Act, (iii)
when such securities are sold pursuant to Rule 144 under circumstances in
which any legend borne by such Securities relating to restrictions on
transferability thereof, under the Securities Act or otherwise, is removed
by the Company or pursuant to the Indenture in accordance with the
Securities Act or (iv) when such Securities cease to be outstanding.

               "Registration Expenses" shall mean any and all expenses
incident to performance of or compliance by the Company and the Guarantors
with this Agreement, including without limitation: (i) all SEC, stock
exchange or National Association of Securities Dealers, Inc. registration
and filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for any Underwriters or Holders in
connection with blue sky qualification of any Exchange Securities or
Registrable Securities, in any case, not to exceed $10,000), (iii) all
expenses relating to preparing, printing and distributing any Registration
Statement, any Prospectus and any amendments or supplements thereto, any
underwriting agreements, securities sales agreements or other similar
agreements and any other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (v) all fees
and disbursements relating to the qualification of the Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee
and its counsel, (vii) the fees and disbursements of counsel for the
Company and the Guarantors and, in the case of a Shelf Registration
Statement, the reasonable fees and disbursements of one counsel for the
Holders (which counsel shall be selected by the Majority Holders and which
counsel may also be counsel for the Initial Purchasers), (viii) the
reasonable fees and disbursements of one counsel in connection with a
Market-Making Registration Statement (which counsel shall be mutually
agreeable to the Market-Makers) and (ix) the fees and disbursements of the
independent public accountants of the Company and the Guarantors, including
the expenses of any special audits or "comfort" letters required by or
incident to the performance of and compliance with this Agreement, but
excluding fees and expenses of counsel to the Underwriters (other than fees
and expenses set forth in clause (ii) above) or the Holders and
underwriting discounts and commissions and transfer taxes, if any, relating
to the sale or disposition of Registrable Securities by a Holder.

               "Registration Statement" shall mean any registration
statement of the Company and the Guarantors that covers any of the Exchange
Securities or Registrable Securities pursuant to the provisions of this
Agreement, including, without limitation, any Market-Making Registration
Statement, and all amendments and supplements to any such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and any document
incorporated by reference therein.

               "SEC" shall mean the Securities and Exchange Commission.

               "Securities Act" shall mean the Securities Act of 1933, as
amended from time to time.

               "Shelf Effectiveness Period" shall have the meaning set
forth in Section 2(b) hereof.

               "Shelf Registration" shall mean a registration effected
pursuant to Section 2(b) hereof.

               "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company and the Guarantors that covers all
the Registrable Securities (but no other securities unless approved by the
Holders whose Registrable Securities are to be covered by such Shelf
Registration Statement) on an appropriate form under Rule 415 under the
Securities Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and any document incorporated by reference
therein.

               "Staff" shall mean the staff of the SEC.

               "Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended from time to time.

               "Trustee" shall mean the trustee with respect to the
Securities under the Indenture.

               "Underwriter" shall have the meaning set forth in Section 3
hereof.

               "Underwritten Offering" shall mean an offering in which
Registrable Securities are sold to an Underwriter for reoffering to the
public.

               SECTION 2. Registration Under the Securities Act. (a) To the
extent not prohibited by any applicable law or applicable interpretations
of the Staff, the Company and the Guarantors shall use their reasonable
best efforts to (i) cause to be filed an Exchange Offer Registration
Statement covering an offer to the Holders to exchange all the Registrable
Securities for Exchange Securities and (ii) have such Registration
Statement remain effective until 180 days after the closing of the Exchange
Offer. The Company and the Guarantors shall commence the Exchange Offer
reasonably promptly after the Exchange Offer Registration Statement is
declared effective by the SEC and use their reasonable best efforts to
complete the Exchange Offer not later than 60 days after such effective
date.

               The Company and the Guarantors shall commence the Exchange
Offer by mailing the related Prospectus, appropriate letters of transmittal
and other accompanying documents to each Holder stating, in addition to
such other disclosures as are required by applicable law:

        (i)    that the Exchange Offer is being made pursuant to this
               Agreement and that all Registrable Securities validly
               tendered and not properly withdrawn will be accepted for
               exchange;

        (ii)   the dates of acceptance for exchange (which shall be a
               period of at least 20 Business Days from the date such
               notice is mailed) (the "Exchange Dates");

        (iii)  that any Registrable Security not tendered will remain
               outstanding and continue to accrue interest but will not
               retain any rights under this Agreement;

        (iv)   that any Holder electing to have a Registrable Security
               exchanged pursuant to the Exchange Offer will be required to
               surrender such Registrable Security, together with the
               appropriate letters of transmittal, to the institution and
               at the address (located in the Borough of Manhattan, The
               City of New York) and in the manner specified in the notice,
               prior to the close of business on the last Exchange Date;
               and

          (v)  that any Holder will be entitled to withdraw its election,
               not later than the close of business on the last Exchange
               Date, by sending to the institution and at the address
               (located in the Borough of Manhattan, The City of New York)
               specified in the notice, a telegram, telex, facsimile
               transmission or letter setting forth the name of such
               Holder, the principal amount of Registrable Securities
               delivered for exchange and a statement that such Holder is
               withdrawing its election to have such Securities exchanged.

               As a condition to participating in the Exchange Offer, a
Holder will be required to represent to the Company and the Guarantors that
(i) any Exchange Securities to be received by it will be acquired in the
ordinary course of its business, (ii) at the time of the commencement of
the Exchange Offer it has no arrangement or understanding with any Person
to participate in the distribution (within the meaning of the Securities
Act) of the Exchange Securities in violation of the provisions of the
Securities Act, (iii) it is not an "affiliate" (within the meaning of Rule
405 under Securities Act) of the Company or any Guarantor and (iv) if such
Holder is a broker-dealer that will receive Exchange Securities for its own
account in exchange for Registrable Securities that were acquired as a
result of market-making or other trading activities, then such Holder will
deliver a Prospectus in connection with any resale of such Exchange
Securities.

               As soon as practicable after the last Exchange Date, the
Company and the Guarantors shall:

        (i)    accept for exchange Registrable Securities or portions
               thereof validly tendered and not properly withdrawn pursuant
               to the Exchange Offer; and

        (ii)   deliver, or cause to be delivered, to the Trustee for
               cancellation all Registrable Securities or portions thereof
               so accepted for exchange by the Company and issue, and cause
               the Trustee to promptly authenticate and deliver to each
               Holder, Exchange Securities equal in principal amount to the
               principal amount of the Registrable Securities surrendered
               by such Holder.

               The Company and the Guarantors shall use their reasonable
best efforts to complete the Exchange Offer as provided above and shall
comply with the applicable requirements of the Securities Act, the Exchange
Act and other applicable laws and regulations in connection with the
Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate any applicable law or
applicable interpretations of the Staff of the SEC.

               (b) In the event that (i) the Company and the Guarantors
determine that the Exchange Offer Registration provided for in Section 2(a)
above is not available or may not be completed as soon as practicable after
the last Exchange Date because it would violate any applicable law or
applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer
is not for any other reason completed by the Target Registration Date (as
defined herein) or (iii) the Exchange Offer has been completed and in the
opinion of counsel for the Initial Purchasers a Registration Statement must
be filed and a Prospectus must be delivered by the Initial Purchasers in
connection with any offering or sale of Registrable Securities originally
purchased and still held by the Initial Purchasers, the Company and the
Guarantors shall use their reasonable best efforts to cause to be filed as
soon as practicable after such determination, date or notice of such
opinion of counsel is given to the Company, as the case may be, a Shelf
Registration Statement providing for the sale of all the Registrable
Securities by the Holders thereof and to have such Shelf Registration
Statement declared effective by the SEC. To the extent a Shelf Registration
Statement is required to be filed pursuant to clause (ii) but the Exchange
Offer is completed on a date later than the Target Registration Date, upon
completion of the Exchange Offer the Company and the Guarantors will no
longer be required to file, make effective or continue the effectiveness of
the Shelf Registration Statement.

               In the event that the Company and the Guarantors are
required to file a Shelf Registration Statement pursuant to clause (iii) of
the preceding sentence, the Company and the Guarantors shall use their
reasonable best efforts to file and have declared effective by the SEC both
an Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities and a Shelf Registration Statement
(which may be a combined Registration Statement with the Exchange Offer
Registration Statement) with respect to offers and sales of Registrable
Securities held by the Initial Purchasers after completion of the Exchange
Offer.

               The Company and the Guarantors agree to use their reasonable
best efforts to keep the Shelf Registration Statement continuously
effective until the expiration of the period referred to in Rule 144(k)
under the Securities Act with respect to the Registrable Securities or such
shorter period that will terminate when the Exchange Offer has been
consummated or all the Registrable Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement or are no longer outstanding (the "Shelf Effectiveness Period").
The Company and the Guarantors further agree to supplement or amend the
Shelf Registration Statement and the related Prospectus if required by the
rules, regulations or instructions applicable to the registration form used
by the Company and the Guarantors for such Shelf Registration Statement or
by the Securities Act or by any other rules and regulations thereunder for
shelf registration or if reasonably and timely requested by a Holder of
Registrable Securities with respect to information relating to such Holder,
and to use their reasonable best efforts to cause any such amendment to
become effective and such Shelf Registration Statement and Prospectus to
become usable as soon as thereafter practicable. The Company and the
Guarantors agree to furnish to the Holders of Registrable Securities copies
of any such supplement or amendment promptly after its being used or filed
with the SEC.

               (c) The Company and the Guarantors shall pay all
Registration Expenses in connection with the registration pursuant to
Section 2(a) and Section 2(b) hereof. Each Holder shall pay all
underwriting discounts and commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder's Registrable Securities pursuant
to the Shelf Registration Statement.

               (d) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section
2(b) hereof will not be deemed to have become effective unless it has been
declared effective by the SEC.

               In the event that either the Exchange Offer is not completed
or the Shelf Registration Statement, if required hereby, is not declared
effective on or prior to the later of (i) June 17, 2004 and (ii) 60 days
after the release to the Company of the funds held in escrow pursuant to
the Escrow Agreement (as defined in the Purchase Agreement) (the "Target
Registration Date"), the interest rate on the Registrable Securities will
be increased by (i) 0.25% per annum for the first 90-day period immediately
following the Target Registration Date and (ii) an additional 0.25% per
annum with respect to each subsequent 90-day period, in each case until the
Exchange Offer is completed or the Shelf Registration Statement, if
required hereby, is declared effective by the SEC or the Securities become
freely tradable under the Securities Act, up to a maximum aggregate
increase of 1.00% per annum of additional interest.

               If the Shelf Registration Statement has been declared
effective and thereafter either ceases to be effective or the Prospectus
contained therein ceases to be usable at any time during the Shelf
Effectiveness Period, and such failure to remain effective or usable exists
for more than 45 consecutive days or more than 60 days (whether or not
consecutive) in any 12-month period, then the interest rate on the
Registrable Securities will be increased by 0.25% per annum commencing on
the 46th or 61st day in such 12-month period, with further increases,
subject to a maximum of 1.00% per annum of additional interest, in
accordance with the schedule in the prior paragraph, and ending on such
date that the Shelf Registration Statement has again been declared
effective or the Prospectus again becomes usable.

               (e) Without limiting the remedies available to the Initial
Purchasers and the Holders, the Company and the Guarantors acknowledge that
any failure by the Company or the Guarantors to comply with their
obligations under Section 2(a) and Section 2(b) hereof may result in
material irreparable injury to the Initial Purchasers or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, although any monetary
damages will be limited to the amounts specified in Section 2(d) hereof, in
the event of any such failure, the Initial Purchasers or any Holder may
obtain such other relief as may be required to specifically enforce the
Company's and the Guarantors' obligations under Section 2(a) and Section
2(b) hereof.

               SECTION 3. Registration Procedures. In connection with their
obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company
and the Guarantors shall use commercially reasonable efforts to:

                (a) prepare and file with the SEC a Registration Statement
         on the appropriate form under the Securities Act, which form (x)
         shall be selected by the Company and the Guarantors, (y) shall, in
         the case of a Shelf Registration, be available for the sale of the
         Registrable Securities by the selling Holders thereof and (z)
         shall comply as to form in all material respects with the
         requirements of the applicable form and include all financial
         statements required by the SEC to be filed therewith; and use
         their commercially reasonable efforts to cause such Registration
         Statement to become effective within the timeframe required under
         this Agreement and remain effective for the applicable period in
         accordance with Section 2 hereof;

                (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to keep such Registration Statement effective for the
         applicable period in accordance with Section 2 hereof and cause
         each Prospectus to be supplemented by any required prospectus
         supplement and, as so supplemented, to be filed pursuant to Rule
         424 under the Securities Act; and keep each Prospectus current
         during the period described in Section 4(3) of and Rule 174 under
         the Securities Act that is applicable to transactions by brokers
         or dealers with respect to the Registrable Securities or Exchange
         Securities;

                (c) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, to counsel for such Holders and
         to each Underwriter of an Underwritten Offering of Registrable
         Securities, if any, without charge, as many copies of each
         Prospectus as reasonably requested, including each preliminary
         Prospectus, and any amendment or supplement thereto, in order to
         facilitate the sale or other disposition of the Registrable
         Securities thereunder; and the Company and the Guarantors consent
         to the use of such Prospectus and any amendment or supplement
         thereto in accordance with applicable law by each of the selling
         Holders of Registrable Securities and any such Underwriters in
         connection with the offering and sale of the Registrable
         Securities covered by and in the manner described in such
         Prospectus or any amendment or supplement thereto in accordance
         with applicable law;

                (d) endeavor to register or qualify the Registrable
         Securities under all applicable state securities or blue sky laws
         of such jurisdictions as any Holder of Registrable Securities
         covered by a Registration Statement shall reasonably request in
         writing by the time the applicable Registration Statement is
         declared effective by the SEC; cooperate with the Holders in
         connection with any filings required to be made with the National
         Association of Securities Dealers, Inc.; and do any and all other
         acts and things that may be reasonably necessary or advisable to
         enable each Holder to complete the disposition in each such
         jurisdiction of the Registrable Securities owned by such Holder;
         provided that neither the Company nor any Guarantor shall be
         required to (i) qualify as a foreign corporation or other entity
         or as a dealer in securities in any such jurisdiction where it
         would not otherwise be required to so qualify, (ii) file any
         general consent to service of process in any such jurisdiction or
         (iii) subject itself to taxation in any such jurisdiction if it is
         not so subject;

                (e) in the case of a Shelf Registration, notify each Holder
         of Registrable Securities and counsel for such Holders promptly
         and, if requested by any such Holder or counsel, confirm such
         advice in writing (i) when a Registration Statement has become
         effective and when any post-effective amendment thereto has been
         filed and becomes effective, (ii) of any request by the SEC or any
         state securities authority for amendments and supplements to a
         Registration Statement and Prospectus or for additional
         information after the Registration Statement has become effective,
         (iii) of the issuance by the SEC or any state securities authority
         of any stop order suspending the effectiveness of a Registration
         Statement or the initiation of any proceedings for that purpose,
         (iv) if, between the effective date of a Registration Statement
         and the closing of any sale of Registrable Securities covered
         thereby, the representations and warranties of the Company or any
         Guarantor contained in any underwriting agreement, securities
         sales agreement or other similar agreement, if any, relating to an
         offering of such Registrable Securities cease to be true and
         correct in all material respects or if the Company or any
         Guarantor receives any notification with respect to the suspension
         of the qualification of the Registrable Securities for sale in any
         jurisdiction or the initiation of any proceeding for such purpose,
         (v) of the happening of any event during the period a Shelf
         Registration Statement is effective that makes any statement made
         in such Registration Statement or the related Prospectus untrue in
         any material respect or that requires the making of any changes in
         such Registration Statement or Prospectus in order to make the
         statements therein not misleading and (vi) of any determination by
         the Company or any Guarantor that a post-effective amendment to a
         Registration Statement would be appropriate;

                (f) use their reasonable best efforts to obtain the
         withdrawal of any order suspending the effectiveness of a
         Registration Statement at the earliest possible moment and provide
         immediate notice to each Holder of the withdrawal of any such
         order;

                (g) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, without charge, at least one
         conformed copy of each Registration Statement and any
         post-effective amendment thereto (without any documents
         incorporated therein by reference or exhibits thereto, unless
         requested);

                (h) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Securities to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities to be sold and not bearing any restrictive legends and
         enable such Registrable Securities to be issued in such
         denominations and registered in such names (consistent with the
         provisions of the Indenture) as the selling Holders may reasonably
         request at least one Business Day prior to the closing of any sale
         of Registrable Securities;

                (i) in the case of a Shelf Registration, upon the
         occurrence of any event contemplated by Section 3(e)(v) hereof,
         use their reasonable best efforts to prepare and file with the SEC
         a supplement or post-effective amendment to a Registration
         Statement or the related Prospectus or any document incorporated
         therein by reference or file any other required document so that,
         as thereafter delivered to purchasers of the Registrable
         Securities, such Prospectus will not contain any untrue statement
         of a material fact or omit to state a material fact necessary to
         make the statements therein, in the light of the circumstances
         under which they were made, not misleading; and the Company and
         the Guarantors shall notify the Holders of Registrable Securities
         to suspend use of the Prospectus as promptly as practicable after
         the occurrence of such an event, and such Holders hereby agree to
         suspend use of the Prospectus until the Company and the Guarantors
         have amended or supplemented the Prospectus to correct such
         misstatement or omission;

                (j) a reasonable time prior to the filing of any
         Registration Statement, any Prospectus, any amendment to a
         Registration Statement or amendment or supplement to a Prospectus
         or of any document that is to be incorporated by reference into a
         Registration Statement or a Prospectus after initial filing of a
         Registration Statement, provide copies of such document to the
         Initial Purchasers and their counsel (and, in the case of a Shelf
         Registration Statement, to the Holders of Registrable Securities
         and their counsel) and make such of the representatives of the
         Company and the Guarantors as shall be reasonably requested by the
         Initial Purchasers or their counsel (and, in the case of a Shelf
         Registration Statement, the Holders of Registrable Securities or
         their counsel) available for discussion of such document; and the
         Company and the Guarantors shall not, at any time after initial
         filing of a Registration Statement, file any Prospectus, any
         amendment of or supplement to a Registration Statement or a
         Prospectus, or any document that is to be incorporated by
         reference into a Registration Statement or a Prospectus, of which
         the Initial Purchasers and their counsel (and, in the case of a
         Shelf Registration Statement, the Holders of Registrable
         Securities and their counsel) shall not have previously been
         advised and furnished a copy or to which the Initial Purchasers or
         their counsel (and, in the case of a Shelf Registration Statement,
         the Holders or their counsel) shall object;

                (k) obtain a CUSIP number for all Exchange Securities or
         Registrable Securities, as the case may be, not later than the
         effective date of a Registration Statement;

                (l) cause the Indenture to be qualified under the Trust
         Indenture Act in connection with the registration of the Exchange
         Securities or Registrable Securities, as the case may be;
         cooperate with the Trustee and the Holders to effect such changes
         to the Indenture as may be required for the Indenture to be so
         qualified in accordance with the terms of the Trust Indenture Act;
         and execute, and use their reasonable best efforts to cause the
         Trustee to execute, all documents as may be required to effect
         such changes and all other forms and documents required to be
         filed with the SEC to enable the Indenture to be so qualified in a
         timely manner;

                (m) in the case of a Shelf Registration, make available for
         inspection by an appropriate representative of the Holders of the
         Registrable Securities (an "Inspector") who is not a direct or
         indirect competitor of the Company or any Guarantor, any
         Underwriter participating in any disposition pursuant to such
         Shelf Registration Statement, and attorneys and accountants
         designated by the Holders, at reasonable times and in a reasonable
         manner, all pertinent financial and other records, documents and
         properties of the Company and the Guarantors, and cause the
         respective officers, directors and employees of the Company and
         the Guarantors to supply all information reasonably requested by
         any such Inspector, Underwriter, attorney or accountant in
         connection with a Shelf Registration Statement; provided that if
         any such information is identified by the Company or any Guarantor
         as being confidential or proprietary, prior to being given such
         information, each Person receiving such information shall take
         such actions as are reasonably necessary to protect the
         confidentiality of such information, including executing a
         customary confidentiality agreement that is not inconsistent with
         the rights and interests of any Inspector, Holder or Underwriter;

                (n) in the case of a Shelf Registration, use their
         reasonable best efforts to cause all Registrable Securities to be
         listed on any securities exchange or any automated quotation
         system on which similar securities issued or guaranteed by the
         Company or any Guarantor are then listed if requested by the
         Majority Holders, to the extent such Registrable Securities
         satisfy applicable listing requirements;

                (o) if reasonably requested by any Holder of Registrable
         Securities covered by a Registration Statement, promptly
         incorporate in a Prospectus supplement or post-effective amendment
         such information with respect to such Holder as such Holder
         reasonably requests to be included therein and make all required
         filings of such Prospectus supplement or such post-effective
         amendment as soon as the Company and the Guarantors have received
         notification of the matters to be incorporated in such filing; and

                (p) in the case of a Shelf Registration, enter into such
         customary agreements and take all such other actions in connection
         therewith (including those requested by the Holders of a majority
         in principal amount of the Registrable Securities being sold) in
         order to expedite or facilitate the disposition of such
         Registrable Securities including, but not limited to, an
         Underwritten Offering and in such connection, (i) to the extent
         possible, make such representations and warranties to the Holders
         and any Underwriters of such Registrable Securities with respect
         to the business of Holding and its subsidiaries, the Registration
         Statement, Prospectus and documents incorporated by reference or
         deemed incorporated by reference, if any, in each case, in form,
         substance and scope as are customarily made by issuers to
         underwriters in underwritten offerings and confirm the same if and
         when requested, (ii) obtain opinions of counsel to the Company and
         the Guarantors (which counsel and opinions, in form, scope and
         substance, shall be reasonably satisfactory to the Holders and
         such Underwriters and their respective counsel) addressed to each
         selling Holder and Underwriter of Registrable Securities, covering
         the matters customarily covered in opinions requested in
         underwritten offerings, (iii) obtain "comfort" letters from the
         independent certified public accountants of the Company and the
         Guarantors (and, if necessary, any other certified public
         accountant of any subsidiary of the Company or any Guarantor, or
         of any business acquired by the Company or any Guarantor for which
         financial statements and financial data are or are required to be
         included in the Registration Statement) addressed to each selling
         Holder and Underwriter of Registrable Securities to the extent
         permitted by appropriate accounting standards, such letters to be
         in customary form and covering matters of the type customarily
         covered in "comfort" letters in connection with underwritten
         offerings and (iv) deliver such documents and certificates as may
         be reasonably requested by the Holders of a majority in principal
         amount of the Registrable Securities being sold or the
         Underwriters, and which are customarily delivered in underwritten
         offerings, to evidence the continued validity of the
         representations and warranties of the Company and the Guarantors
         made pursuant to clause (i) above and to evidence compliance with
         any customary conditions contained in an underwriting agreement.

               In the case of a Shelf Registration Statement, the Company
or any Guarantor may require each Holder of Registrable Securities to
furnish to the Company and the Guarantors such information regarding such
Holder and the proposed disposition by such Holder of such Registrable
Securities as the Company and the Guarantors may from time to time
reasonably request in writing.

               In the case of a Shelf Registration Statement, each Holder
of Registrable Securities agrees that, upon receipt of any notice from the
Company and the Guarantors of the happening of any event of the kind
described in Section 3(e)(iii) or 3(e)(v) hereof or a notice pursuant to
the last sentence of this paragraph, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to a Shelf Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof and, if so directed
by the Company and the Guarantors, such Holder will deliver to the Company
and the Guarantors all copies in its possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities that is current at the time of receipt of such
notice. In addition, the Company may give notice of the suspension of the
offering and sale under the Shelf Registration Statement for a period or
periods the Board of Directors of the Company reasonably determines to be
necessary, if the Board of Directors determines in good faith that such
action is in the best interests of the Company.

               If the Company and the Guarantors shall give any such notice
to suspend the disposition of Registrable Securities pursuant to a
Registration Statement, the Company and the Guarantors shall extend the
period during which the Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the
period from and including the date of the giving of such notice to and
including the date when the Holders shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions.
The Company and the Guarantors may give any such notice only twice during
any 365-day period and any such suspensions shall not exceed 45 days for
each suspension and there shall not be more than two suspensions in effect
during any 365-day period.

               The Holders of Registrable Securities covered by a Shelf
Registration Statement who desire to do so may sell such Registrable
Securities in an Underwritten Offering. In any such Underwritten Offering,
the investment banker or investment bankers and manager or managers (the
"Underwriters") that will administer the offering will be selected by the
Majority Holders of the Registrable Securities included in such offering,
subject to the consent of the Company, not to be unreasonably withheld.

               SECTION 4. Participation of Broker-Dealers in Exchange
Offer. (a) The Staff of the SEC has taken the position that any
broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a
"Participating Broker-Dealer") may be deemed to be an "underwriter" within
the meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Securities.

               The Company and the Guarantors understand that it is the
Staff's position that if the Prospectus contained in the Exchange Offer
Registration Statement includes a plan of distribution containing a
statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Securities, without naming the
Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the
Securities Act in connection with resales of Exchange Securities for their
own accounts, so long as the Prospectus otherwise meets the requirements of
the Securities Act.

               (b) In light of the above, and notwithstanding the other
provisions of this Agreement, the Company and the Guarantors agree to amend
or supplement the Prospectus contained in the Exchange Offer Registration
Statement, as would otherwise be contemplated by Section 3(i), for a period
of up to 180 days after the last Exchange Date (as such period may be
extended pursuant to the penultimate paragraph of Section 3 of this
Agreement), if requested by the Initial Purchasers or by one or more
Participating Broker-Dealers, in order to expedite or facilitate the
disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above.
The Company and the Guarantors further agree that Participating
Broker-Dealers shall be authorized to deliver such Prospectus during such
period in connection with the resales contemplated by this Section 4.

               (c) The Initial Purchasers shall have no liability to the
Company, any Guarantor or any Holder with respect to any request that they
may make pursuant to Section 4(b) above.

               SECTION 5. Market-Making. (a) For so long as any of the
Securities or Exchange Securities are outstanding and Goldman, Sachs or
JPMorgan (each, a "Market-Maker" and, together, the "Market-Makers") or any
of their respective affiliates are an affiliate of the Company, Holding or
the Guarantors and proposes to make a market in the Securities or Exchange
Securities as part of their business in the ordinary course, the following
provisions shall apply for the sole benefit of the Market-Makers:

               (i) The Company and the Guarantors shall (A) on the date
        that the Exchange Offer Registration Statement is filed with the
        SEC, file a registration statement (the "Market-Making Registration
        Statement") (which may be the Exchange Offer Registration Statement
        or the Shelf Registration Statement if permitted by the rules and
        regulations of the SEC) and use its commercially reasonable efforts
        to cause such Market-Making Registration Statement to be declared
        effective by the SEC on or prior to the consummation of the
        Exchange Offer; (B) periodically amend such Market-Making
        Registration Statement to the extent required so that the
        information contained therein complies with the requirements of
        Section 10(a) under the Securities Act; (C) within 45 days
        following the end of each of Holding's and its subsidiaries' fiscal
        quarters (or within 90 days following the end of their fiscal
        year), file a supplement to the prospectus contained in the
        Market-Making Registration Statement that sets forth the financial
        results of Holding and its subsidiaries for such quarter, unless
        such information is incorporated by reference in the prospectus;
        (D) amend the Market-Making Registration Statement or supplement
        the related prospectus when necessary to reflect any material
        changes in the information provided therein in order to comply with
        applicable laws; and (E) amend the Market-Making Registration
        Statement when required to do so in order to comply with Section
        10(a)(3) of the Securities Act; provided, however, that (1) prior
        to filing the Market-Making Registration Statement, any amendment
        thereto or any supplement to the related prospectus (other than a
        supplement filed pursuant to clause (C) of this paragraph), the
        Company and the Guarantors will furnish to each Market-Maker copies
        of all such documents proposed to be filed, which documents will be
        subject to the review of each Market-Maker and its respective
        counsel, (2) the Company and the Guarantors will not file the
        Market-Making Registration Statement, any amendment thereto or any
        amendment or supplement to the related prospectus (other than a
        supplement filed pursuant to clause (C) of this paragraph) to which
        either Market-Maker and its respective counsel shall reasonably
        object unless the Company and the Guarantors are advised by counsel
        that such Market-Making Registration Statement, amendment or
        supplement is required to be filed and (3) the Company and the
        Guarantors will provide each Market-Maker and its respective
        counsel with copies of the Market-Making Registration Statement and
        each amendment and supplement filed.

               (ii) The Company and the Guarantors shall notify each
        Market-Maker and, if requested by either Market-Maker, confirm such
        advice in writing, (A) when any post-effective amendment to the
        Market-Making Registration Statement or any amendment or supplement
        to the related prospectus has been filed, and, with respect to any
        post-effective amendment, when the same has become effective; (B)
        of any request by the SEC for any post-effective amendment to the
        Market-Making Registration Statement, any supplement or amendment
        to the related prospectus or for additional information; (C) the
        issuance by the SEC of any stop order suspending the effectiveness
        of the Market-Making Registration Statement or the initiation of
        any proceedings for that purpose; (D) of the receipt by the Company
        or any Guarantor of any notification with respect to the suspension
        of the qualification of the Securities for sale in any jurisdiction
        or the initiation or threatening of any proceedings for such
        purpose; and (E) of the happening of any event that makes any
        statement made in the Market-Making Registration Statement, the
        related prospectus or any amendment or supplement thereto untrue or
        that requires the making of any changes in the Market-Making
        Registration Statement, such prospectus or any amendment or
        supplement thereto, in order to make the statements therein not
        misleading.

               (iii) If any event contemplated by Section 5(a)(ii)(B)
        through (E) occurs during the period for which the Company and the
        Guarantors are required to maintain an effective Market-Making
        Registration Statement, the Company and the Guarantors shall
        promptly prepare and file with the SEC a post-effective amendment
        to the Market-Making Registration Statement or an amendment or
        supplement to the related prospectus or file any other required
        document so that the prospectus will not include an untrue
        statement of a material fact or omit to state a material fact
        necessary in order to make the statements therein, in the light of
        the circumstances under which they were made, not misleading.

               (iv) In the event of the issuance of any stop order
        suspending the effectiveness of the Market-Making Registration
        Statement or of any order suspending the qualification of the
        Securities or Exchange Securities for sale in any jurisdiction, the
        Company and the Guarantors shall use promptly their commercially
        reasonable efforts to obtain its withdrawal.

               (v) The Company and the Guarantors shall furnish to each
        Market-Maker, without charge, (i) at least one conformed copy of
        the Market-Making Registration Statement and any post-effective
        amendment thereto; and (ii) as many copies of the related
        prospectus and any amendment or supplement thereto as each
        Market-Maker may reasonably request.

               (vi) The Company and the Guarantors shall consent to the use
        of the prospectus contained in the Market-Making Registration
        Statement or any amendment or supplement thereto by either
        Market-Maker in connection with the offering and sale of the
        Securities or Exchange Securities.

               (vii) Notwithstanding the foregoing provisions of this
        Section 5, the Company and the Guarantors may for valid business
        reasons, including without limitation, a potential acquisition,
        divestiture of assets or other material corporate transaction,
        issue a notice that the Market-Making Registration Statement is no
        longer effective or the prospectus included therein is no longer
        usable for offers and sales of the Securities or Exchange
        Securities and may issue any notice suspending use of the
        Market-Making Registration Statement required under applicable
        securities laws to be issued; provided that the use of the
        Market-Making Registration Statement shall not be suspended for
        more than 60 days in the aggregate in any consecutive 12 month
        period, unless otherwise agreed to in writing by each Market-Maker.
        Each Market-Maker agrees that upon receipt of any notice from the
        Company pursuant to this Section 5(a)(vii), it will discontinue use
        of the Market-Making Registration Statement until receipt of copies
        of the supplemented or amended prospectus relating thereto or until
        advised in writing by the Company that the use of the Market-Making
        Registration Statement may be resumed and will not disclose the
        existence of the notice or the facts related thereto.

               (b) In connection with the Market-Making Registration
Statement, the Company and the Guarantors shall make reasonably available
for inspection, at reasonable times and in a reasonable manner by a
representative of, and counsel acting for, each Market-Maker all relevant
financial and other records, pertinent corporate documents and properties
of the Company and the Guarantors and (ii) use their reasonable best
efforts to have their officers, directors, employees, accountants and
counsel supply all relevant information reasonably requested by such
representative or counsel or either Market-Maker; provided that if any such
information is identified by the Company or any Guarantor as being
confidential or proprietary, prior to being given such information, each
Person receiving such information shall take such actions as are reasonably
necessary to protect the confidentiality of such information, including
executing a customary confidentiality agreement that is not inconsistent
with the rights and interests of any Market-Maker, representative thereof
or counsel thereto;

               (c) Prior to the effective date of the Market-Making
Registration Statement, the Company and the Guarantors will endeavor to
register or qualify, or cooperate with each Market-Maker and its counsel in
connection with the registration or qualification of, the Securities or
Exchange Securities for offer and sale under the securities or blue sky
laws of such jurisdictions as each Market-Maker reasonably requests in
writing and do any and all other acts or things necessary or advisable to
enable the offer and sale in such jurisdictions of the Securities or
Exchange Securities covered by the Market-Making Registration Statement;
provided that neither the Company nor any Guarantor shall be required to
(i) qualify as a foreign corporation or other entity or as a dealer of
securities in any such jurisdiction where it would not otherwise be
required to so qualify, (ii) file any general consent to service of process
in any such jurisdiction or (iii) subject itself to taxation in any such
jurisdiction if it is not so subject.

               (d) Each of the Company and the Guarantors represents and
agrees that the Market-Making Registration Statement, any post-effective
amendments thereto, any amendments or supplements to the related prospectus
and any documents filed by it under the Exchange Act will, when they become
effective or are filed with the SEC, as the case may be, conform in all
material respects to the requirements of the Securities Act and the
Exchange Act and the rules and regulations of the SEC thereunder and will
not, as of the effective date of such Market-Making Registration Statement
or post-effective amendments and as of the filing date of amendments or
supplements to such prospectus or filings under the Exchange Act, contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading; provided that no representation or warranty is made as to
information contained in or omitted from the Market-Making Registration
Statement or the related prospectus in reliance upon and in conformity with
written information furnished to the Company and the Guarantors by either
Market-Maker specifically for inclusion therein, which information the
parties hereto agree will be limited to the statements concerning the
market-making activities of such Market-Maker to be set forth on the cover
page and in the "Plan of Distribution" section of the prospectus (the
"Market-Maker's Information").

               (e) At the time of effectiveness of the Market-Making
Registration Statement and concurrently with each time the Market-Making
Registration Statement or the related prospectus shall be amended or such
prospectus shall be supplemented, the Company and the Guarantors shall (if
requested by either Market-Maker) furnish each Market-Maker and its
respective counsel with a certificate of its Chairman of the Board of
Directors and Chief Financial Officer to the effect that:

               (i) the Market-Making Registration Statement has been
        declared effective; (ii) in the case of an amendment to the
        Market-Making Registration Statement, such amendment has become
        effective under the Securities Act as of the date and time
        specified in such certificate, if applicable; and, in the case of
        an amendment or supplement to the Prospectus, such amendment or
        supplement to the prospectus was filed with the SEC pursuant to the
        subparagraph of Rule 424(b) under the Securities Act specified in
        such certificate on the date specified therein; (iii) to the
        knowledge of such officers, no stop order suspending the
        effectiveness of the Market-Making Registration Statement has been
        issued and no proceeding for that purpose is pending or threatened
        by the SEC; and (iv) such officers have examined the Market-Making
        Registration Statement and the prospectus (and, in the case of an
        amendment or supplement, such amendment or supplement) and as of
        the date of such Market-Making Registration Statement, amendment or
        supplement, as applicable, the Market-Making Registration Statement
        and the prospectus, as amended or supplemented, if applicable, did
        not include any untrue statement of a material fact and did not
        omit to state a material fact required to be stated therein or
        necessary to make the statements therein not misleading.

               (f) At the time of effectiveness of the Market-Making
Registration Statement and concurrently with each time the Market-Making
Registration Statement or the related prospectus shall be amended or such
prospectus shall be supplemented, the Company and the Guarantors shall (if
requested by either Market-Maker) furnish each Market-Maker and its
respective counsel with the written opinion of counsel for the Company and
the Guarantors satisfactory to each Market-Maker to the effect that:

               (i) the Market-Making Registration Statement has been
        declared effective; (ii) in the case of an amendment to the
        Market-Making Registration Statement, such amendment has become
        effective under the Securities Act as of the date and time
        specified in such opinion, if applicable; and, in the case of an
        amendment or supplement to the Prospectus, such amendment or
        supplement to the prospectus was filed with the SEC pursuant to the
        subparagraph of Rule 424(b) under the Securities Act specified in
        such opinion on the date specified therein; (iii) to the knowledge
        of such counsel, no stop order suspending the effectiveness of the
        Market-Making Registration Statement has been issued and no
        proceeding for that purpose is pending or threatened by the SEC;
        and (iv) such counsel has reviewed the Market-Making Registration
        Statement and the prospectus (and, in the case of an amendment or
        supplement, such amendment or supplement) and participated with
        officers of the Company and the Guarantors and independent public
        accountants for the Company and the Guarantors in the preparation
        of such Market-Making Registration Statement and prospectus (and,
        in the case of an amendment or supplement, such amendment or
        supplement) and has no reason to believe that (except for the
        financial statements and other financial data contained therein as
        to which no belief is required) as of the date of such
        Market-Making Registration Statement, amendment or supplement, as
        applicable, the Market-Making Registration Statement and the
        prospectus, as amended or supplemented, if applicable, contained
        any untrue statement of a material fact or omitted to state a
        material fact required to be stated therein or necessary to make
        the statements therein not misleading. Such opinion shall be
        consistent with the form of opinion delivered in connection with
        the Purchase Agreement.

               (g) At the time of effectiveness of the Market-Making
Registration Statement and concurrently with each time the Market-Making
Registration Statement or the related prospectus shall be amended or such
prospectus shall be supplemented to include audited annual financial
information, the Company and the Guarantors shall (if requested in writing
by either Market-Maker) furnish each Market-Maker and its respective
counsel with a letter of Ernst & Young, LLP (or other independent public
accountants for the Company and the Guarantors of nationally recognized
standing), in form satisfactory to each Market-Maker, addressed to each
Market-Maker and dated the date of delivery of such letter, (i) confirming
that they are independent public accountants within the meaning of the
Securities Act and are in compliance with the applicable requirements
relating to the qualification of accountants under Rule 2-01 of Regulation
S-X of the SEC and, (ii) in all other respects, substantially in the form
of the letter delivered to the Initial Purchasers pursuant to Section 5(e)
of the Purchase Agreement, with, in the case of an amendment or supplement
to include audited financial information, such changes as may be necessary
to reflect the amended or supplemented financial information.

               (h) The Company and the Guarantors, on the one hand, and the
Market- Makers, on the other hand, hereby agree to indemnify each other,
and, if applicable, contribute to the other, in accordance with Section 6
of this Agreement.

               (i) The Company and the Guarantors will comply with the
provisions of this Section 5 at their own expense and will reimburse the
Market-Makers for their documented Registration Expenses associated with
this Section 5.

               (j) For purposes of this Section 5, (i) any reference to the
terms "amend", "amendment" or "supplement" with respect to the
Market-Making Registration Statement or the prospectus contained therein
shall be deemed to refer to and include the filing under the Exchange Act
of any document deemed to be incorporated therein by reference and (ii) any
reference to the terms "Securities" or "Exchange Securities" shall be
deemed to refer to and include any securities issued in exchange for or
with respect to such Securities or Exchange Securities.

               SECTION 6. Indemnification and Contribution. (a) The Company
and each Guarantor, jointly and severally, agree to indemnify and hold
harmless (x) each Initial Purchaser and each Holder (including each
Market-Maker), their respective affiliates, directors and officers and each
Person, if any, who controls any Initial Purchaser or any Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any and all losses, claims, damages and liabilities
(including, without limitation, legal fees and other expenses incurred in
connection with any suit, action or proceeding or any claim asserted, as
such fees and expenses are incurred), joint or several, that arise out of,
or are based upon, any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (including any
Market-Making Registration Statement) or any Prospectus or any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, except
insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information
relating to any Initial Purchaser or any Holder furnished to the Company in
writing through JPMorgan or such selling Holder expressly for use therein;
provided that with respect to any such untrue statement in or omission from
any preliminary prospectus, the indemnity agreement contained in this
paragraph (a) shall not inure to the benefit of any Initial Purchaser or
any Holder (including any Market-Maker) from whom the person asserting any
such loss, claim, damage or liability received Securities or Exchange
Securities to the extent that any such loss, claim, damage or liability of
or with respect to such Initial Purchaser or Holder results from the fact
that both (i) a copy of the final prospectus was not sent or given to such
person at or prior to the written confirmation of the sale of such
Securities or Exchange Securities to such person and (ii) the untrue
statement in or omission from such preliminary prospectus was corrected in
the final prospectus unless, in either case, such failure to deliver the
final prospectus was a result of non-compliance by the Company or any
Guarantor with the provisions of Section 3 or 5 hereof; and (y) the
Market-Makers from and against any and all losses, claims, damages and
liabilities (including, without limitation, legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim
asserted, as such fees and expenses are incurred), joint or several that
arise out of, or are based upon, any breach by the Company or the
Guarantors of their representations, warranties and agreements contained in
Section 5 of this Agreement. In connection with any Underwritten Offering
permitted by Section 3, the Company and the Guarantors, jointly and
severally, will also indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in the
distribution, their respective affiliates and each Person who controls such
Persons (within the meaning of the Securities Act and the Exchange Act) to
the same extent as provided above with respect to the indemnification of
the Holders, if requested in connection with any Registration Statement.

               (b) Each Holder (including each Market-Maker) agrees,
severally and not jointly, to indemnify and hold harmless the Company, the
Guarantors, the Initial Purchasers and the other selling Holders, their
respective affiliates, the directors of the Company and the Guarantors,
each officer of the Company and the Guarantors who signed the Registration
Statement or Market-Making Registration Statement, as the case may be, and
each Person, if any, who controls the Company, the Guarantors, any Initial
Purchaser and any other selling Holder within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act to the same extent as
the indemnity set forth in paragraph (a) above, but only with respect to
any losses, claims, damages or liabilities that arise out of, or are based
upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information
relating to such Holder furnished to the Company in writing by such Holder
expressly for use in any Registration Statement (including any
Market-Making Registration Statement) and any Prospectus.

               (c) If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought
or asserted against any Person in respect of which indemnification may be
sought pursuant to paragraph (a) or (b) above, such Person (the
"Indemnified Person") shall promptly notify the Person against whom such
indemnification may be sought (the "Indemnifying Person") in writing;
provided that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have under this Section 6 except
to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the Indemnifying Person shall
not relieve it from any liability that it may have to an Indemnified Person
otherwise than under this Section 6. If any such proceeding shall be
brought or asserted against an Indemnified Person and it shall have
notified the Indemnifying Person thereof, the Indemnifying Person shall
retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others entitled to indemnification
pursuant to this Section 6 that the Indemnifying Person may designate in
such proceeding and shall pay the fees and expenses of such counsel related
to such proceeding, as incurred. In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed
within a reasonable time to retain counsel reasonably satisfactory to the
Indemnified Person; (iii) the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it that are
different from or in addition to those available to the Indemnifying
Person; or (iv) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.
It is understood and agreed that the Indemnifying Person shall not, in
connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the reasonable fees and expenses of more than
one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they
are incurred after receipt by the Company of appropriate documentation
specifically identifying this Section 6 of this Agreement. Any such
separate firm (w) for any Initial Purchaser, its affiliates, directors and
officers and any control Persons of such Initial Purchaser shall be
designated in writing by JPMorgan, (x) for any Market-Maker, its
affiliates, directors and officers and any control Persons of such
Market-Maker shall be designated in writing by such Market-Maker, (y) for
any other Holder, its affiliates, directors and officers and any control
Persons of such Holder shall be designated in writing by the Majority
Holders and (z) in all other cases shall be designated in writing by the
Company. The Indemnifying Person shall not be liable for any settlement of
any proceeding effected without its written consent, but if settled with
such consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify each Indemnified Person from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall have requested in writing, with such request specifically
identifying this Section 6 of this Agreement, that an Indemnifying Person
reimburse the Indemnified Person for fees and expenses of counsel as
contemplated by this paragraph, the Indemnifying Person shall be liable for
any settlement of any proceeding effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by the
Indemnifying Person of such request and (ii) the Indemnifying Person shall
not have reimbursed the Indemnified Person in accordance with such request
prior to the date of such settlement, except with respect to amounts
reasonably challenged. No Indemnifying Person shall, without the written
consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or
could have been a party and indemnification could have been sought
hereunder by such Indemnified Person, unless such settlement (A) includes
an unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on
claims that are the subject matter of such proceeding and (B) does not
include any statement as to or any admission of fault, culpability or a
failure to act by or on behalf of any Indemnified Person.

               (d) If the indemnification provided for in paragraphs (a)
and (b) above is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein,
then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or
payable by such Indemnified Person as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect
the relative benefits received by the Company and the Guarantors from the
offering of the Securities and the Exchange Securities, on the one hand,
and by the Holders from receiving Securities or Exchange Securities
registered under the Securities Act, on the other hand, or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company and
the Guarantors on the one hand and the Holders on the other in connection
with the statements or omissions that resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors on the
one hand and the Holders on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company and the Guarantors or by the
Holders and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

               (e) The Company, the Guarantors, the Holders agree that it
would not be just and equitable if contribution pursuant to this Section 6
were determined by pro rata allocation (even if the Holders were treated as
one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph
(d) above. The amount paid or payable by an Indemnified Person as a result
of the losses, claims, damages and liabilities referred to in paragraph (d)
above shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such Indemnified Person in
connection with any such action or claim. Notwithstanding the provisions of
this Section 6, in no event shall a Holder be required to contribute any
amount in excess of the amount by which the total price at which the
Securities or Exchange Securities sold by such Holder exceeds the amount of
any damages that such Holder has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission,
nor shall the Market-Makers be required to contribute any amount in excess
of its commission from the market-making transactions at issue. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

               (f) The remedies provided for in this Section 6 are not
exclusive and shall not limit any rights or remedies that may otherwise be
available to any Indemnified Person at law or in equity.

               (g) The indemnity and contribution provisions contained in
this Section 6 shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation
made by or on behalf of the Initial Purchasers, the Market-Makers or any
Holder, their respective affiliates or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company or the
Guarantors, their respective affiliates or the officers or directors of or
any Person controlling the Company or the Guarantors, (iii) acceptance of
any of the Exchange Securities and (iv) any sale of Registrable Securities
pursuant to a Shelf Registration Statement or a Market-Making Registration
Statement.

               SECTION 7.    General.

               (a) No Inconsistent Agreements. The Company and the
Guarantors represent, warrant and agree that (i) the rights granted to the
Holders or the Market-Makers hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of any other
outstanding securities issued or guaranteed by the Company or any Guarantor
under any other agreement and (ii) neither the Company nor any Guarantor
has entered into, or on or after the date of this Agreement will enter
into, any agreement that is inconsistent with the rights granted to the
Holders of Registrable Securities or the Market-Makers in this Agreement or
otherwise conflicts with the provisions hereof.

               (b) Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company and the Guarantors
have obtained the written consent of Holders of at least a majority in
aggregate principal amount of the outstanding Registrable Securities
affected by such amendment, modification, supplement, waiver or consent or,
with respect to the provisions of Section 5, the written consent of each
Market-Maker; provided that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 6 hereof shall
be effective as against any Holder of Registrable Securities or either
Market-Maker unless consented to in writing by such Holder or such
Market-Maker, as applicable. Any amendments, modifications, supplements,
waivers or consents pursuant to this Section 7(b) shall be by a writing
executed by each of the parties hereto.

               (c) Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (i) if to a Holder or a Market-Maker, at the most
current address given by such Holder to the Company by means of a notice
given in accordance with the provisions of this Section 7(c), which address
initially is, with respect to the Initial Purchasers and the Market-Makers,
the address of the Initial Purchasers (including the Market-Makers) set
forth in the Purchase Agreement; (ii) if to the Company and the Guarantors,
initially at the Company's address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 7(c); and (iii) to such other persons
at their respective addresses as provided in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 7(c). All such notices and
communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt is acknowledged, if telecopied; and on the next
Business Day if timely delivered to an air courier guaranteeing overnight
delivery. Copies of all such notices, demands or other communications shall
be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.

               (d) Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors, assigns and transferees
of each of the parties, including, without limitation and without the need
for an express assignment, subsequent Holders; provided that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement
or the Indenture. If any transferee of any Holder shall acquire Registrable
Securities in any manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all the terms of this
Agreement, and by taking and holding such Registrable Securities such
Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and such Person
shall be entitled to receive the benefits hereof. The Initial Purchasers
(in their capacity as Initial Purchasers) shall have no liability or
obligation to the Company or the Guarantors with respect to any failure by
a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.

               (e) Purchases and Sales of Securities. The Company and the
Guarantors shall not, and shall use their reasonable best efforts to cause
their affiliates (as defined in Rule 405 under the Securities Act) not to,
purchase and then resell or otherwise transfer any Registrable Securities.

               (f) Third Party Beneficiaries. Each Holder shall be a third
party beneficiary to the agreements made hereunder (excluding those
agreements made in Section 5 herein) between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand,
and shall have the right to enforce such agreements directly to the extent
it deems such enforcement necessary or advisable to protect its rights or
the rights of other Holders hereunder.

               (g) Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

               (h) Headings. The headings in this Agreement are for
convenience of reference only, are not a part of this Agreement and shall
not limit or otherwise affect the meaning hereof.

               (i) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

               (j) Miscellaneous. This Agreement contains the entire
agreement between the parties relating to the subject matter hereof and
supersedes all oral statements and prior writings with respect thereto. If
any term, provision, covenant or restriction contained in this Agreement is
held by a court of competent jurisdiction to be invalid, void or
unenforceable or against public policy, the remainder of the terms,
provisions, covenants and restrictions contained herein shall remain in
full force and effect and shall in no way be affected, impaired or
invalidated. The Company, the Guarantors and the Initial Purchasers shall
endeavor in good faith negotiations to replace the invalid, void or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, void or unenforceable
provisions.


<PAGE>


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

                             BPC HOLDING CORPORATION,


                                     By:   /s/ James M. Kratochvil
                                        -----------------------
                                        Name:  James M. Kratochvil
                                        Title: Executive Vice President, Chief
                                               Financial Officer

                             BERRY PLASTICS CORPORATION,

                                     By:   /s/ James M. Kratochvil
                                        -----------------------
                                        Name:  James M. Kratochvil
                                        Title: Executive Vice President, Chief
                                               Financial Officer

                             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,
                             CARDINAL PACKAGING, INC.,
                             AEROCON, INC.,
                             BERRY TRI-PLAS CORPORATION,
                             BERRY PLASTICS ACQUISITION CORPORATION III,
                             PESCOR, INC.,
                             BERRY PLASTICS ACQUISITION CORPORATION IV,
                             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,
                             BERRY PLASTICS ACQUISITION CORPORATION XIV, LLC,
                             BERRY PLASTICS ACQUISITION CORPORATION XV, LLC,

                                     By:   /s/ James M. Kratochvil
                                        -----------------------
                                        Name:  James M. Kratochvil
                                        Title: Executive Vice President, Chief
                                               Financial Officer


<PAGE>


          Confirmed and accepted as of the date first above written:

        J.P. MORGAN SECURITIES INC.

         For itself and on behalf of
          the Initial Purchasers, and
          for itself and on behalf of
          Goldman, Sachs & Co. as
          Market-Makers

        By:/s/ Pierre Maman
           ----------------
           Authorized Signatory



          The foregoing agreement is
          hereby agreed to and accepted
          as of the closing date of the
          Landis Acquisition (as defined
          in the Purchase Agreement).

        LANDIS PLASTICS, INC.

        By:   /s/ James M. Kratochvil
           -----------------------
           Name:  James M. Kratochvil
           Title: Executive Vice President, Chief Financial
                  Officer