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                                                                  EXECUTION COPY

                                                                     Exhibit 4.2

                                    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.

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                  "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.

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                  "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

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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.

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                  "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

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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

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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)

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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

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          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

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                                                                              10

          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

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                                                                              11

          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

<PAGE>

                                                                              12

           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

<PAGE>

                                                                              13

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

<PAGE>

                                                                              14

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

<PAGE>

                                                                              15

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

<PAGE>

                                                                              16

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

<PAGE>

                                                                              17

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.

<PAGE>

                                                                              18

                  (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.

<PAGE>

                                                                              19

                  (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

<PAGE>

                                                                              20

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

<PAGE>

                                                                              21

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

<PAGE>

                                                                              22

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

<PAGE>

                                                                              23

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

<PAGE>

                                                                              24

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>
                                                                              25

                  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,

<PAGE>

                                                                              26

                                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>

                                                                              27

                  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