Berry Plastics Corp · 424B3 · On 6/25/03

Filed On 6/25/03 1:54pm ET   ·   SEC File 333-97849   ·   Accession Number 950123-3-7446

Prospectus   ·   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Berry Plastics Corporation                           145    879K 

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                                      Filed Pursuant to Rule 424(b)(3)
                                Registration No. 333-97849

Prospectus                                                                      

[BERRY PLASTICS CORPORATION LOGO]                                               

Berry Plastics Corporation                                                      

$250,000,000                                                                    
10 3/4% Senior Subordinated Notes Due 2012                                      

Interest payable January 15 and July 15                                         

The 10 3/4% senior subordinated notes due 2012 offered hereby were issued on or 
about September 17, 2002 in exchange for the 10 3/4% senior subordinated notes  
due 2012 originally issued on July 22, 2002. We refer to the notes issued in the
exchange and the original notes collectively as the notes.                      

The notes will mature on July 15, 2012. Interest accrues from July 22, 2002, and
the first interest payment date was January 15, 2003.                           

We may redeem the notes, in whole or part, at any time beginning on July 15,    
2007. In addition, before July 15, 2005, we may redeem up to 35% of the notes   
with the net cash proceeds of certain equity offerings. The redemption prices   
are described on page 53. If we sell certain of our assets or experience        
specific kinds of changes in control, we must offer to purchase the notes.      

The notes are guaranteed by BPC Holding Corporation, and all of our existing and
future domestic subsidiaries, except as provided herein. The notes are not      
guaranteed by our foreign subsidiaries: Berry Plastics Acquisition Corporation  
II, NIM Holdings Limited, Berry Plastics U.K. Limited, Norwich Acquisition      
Limited, Capsol Berry Plastics S.p.a. or Ociesse S.r.l. The notes will not be   
guaranteed by any foreign subsidiaries in the future unless any such foreign    
subsidiary guarantees any senior indebtedness of ours or any of our subsidiaries
(other than that of another foreign subsidiary). The notes are subordinated in  
right of payment to all obligations of our non-guarantors subsidiaries. The     
notes are also subordinated in right of payment to all existing and future      
senior indebtedness, rank equally in right of payment with any existing and     
future senior subordinated indebtedness and are senior in right of payment to   
all future subordinated obligations. The notes are also effectively subordinated
to all of our and our subsidiaries' secured indebtedness to the extent of the   
value of the assets securing such indebtedness.                                 

We do not intend to apply for listing of the notes on any securities exchange or
automated quotation system.                                                     

Certain private equity funds managed by affiliates of Goldman, Sachs & Co. and  
J.P. Morgan Securities Inc. own a substantial majority of the equity of BPC     
Holding, our parent company.                                                    

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN RISKS THAT   
YOU SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN THE NOTES.              

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE      
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               

---------------       
This prospectus has been prepared for and will be used by J.P. Morgan Securities
Inc. and Goldman, Sachs & Co. in connection with offers and sales of the notes  
in market-making transactions in the notes. These transactions may occur at     
prices related to prevailing market prices at the time of sales or at negotiated
prices. J.P. Morgan Securities Inc. and Goldman, Sachs & Co. may act as         
principal or agent in these transactions. We will not receive any proceeds of   
such sales.                                                                     

JPMORGAN                                                    GOLDMAN, SACHS & CO.

June 24, 2003                                                                   

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 TABLE OF CONTENTS

IN MAKING YOUR INVESTMENT DECISION REGARDING THE NOTES, YOU SHOULD RELY ONLY ON 
THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO  
PROVIDE YOU WITH ANY OTHER INFORMATION. IF YOU RECEIVE ANY OTHER INFORMATION YOU
SHOULD NOT RELY ON IT.                                                          

YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS      
ACCURATE AS OF ANY OTHER DATE THAN THAT ON THE FRONT COVER OF THIS PROSPECTUS.  

                                                        [Enlarge/Download Table]

                                                                                                                                PAGE
                                                                                                                                ----
                                                                                                                                    
Prospectus summary................................................................................................................1 
Risk factors......................................................................................................................6 
The acquisition..................................................................................................................13 
Use of proceeds..................................................................................................................14 
Capitalization...................................................................................................................15 
Unaudited pro forma financial information........................................................................................16 
Selected consolidated financial data.............................................................................................18 
Management's discussion and analysis of financial condition and results of operations............................................20 
Business.........................................................................................................................27 
Management.......................................................................................................................37 
Principal Stockholders...........................................................................................................43 
Related party transactions.......................................................................................................45 
Description of other indebtedness................................................................................................48 
Description of the notes.........................................................................................................52 
Material U.S. federal tax considerations.........................................................................................92 
ERISA considerations.............................................................................................................97 
Plan of distribution.............................................................................................................99 
Legal matters....................................................................................................................99 
Independent auditors.............................................................................................................99 
Where you can find more information..............................................................................................99 
Index to Financial Statements...................................................................................................F-1 

 ---------------
Berry Plastics Corporation is a Delaware corporation. Our principal executive   
offices are located at 101 Oakley Street, Evansville, Indiana, 47710, and our   
telephone number at that address is 812-424-2904.                               

In this prospectus, unless the context otherwise requires, "BPC Holding" or     
"Holding" refer to BPC Holding Corporation, "we," "our" or "us" refer to BPC    
Holding Corporation together with its consolidated subsidiaries, "Berry         
Plastics" or "the company" refer to Berry Plastics Corporation, a wholly owned  
subsidiary of BPC Holding and the issuer of the notes, and "initial purchasers" 
refers to the firms listed on the cover of this prospectus. Unless otherwise    
indicated, all references in this prospectus to fiscal years are to the 52/53   
week period ending on the Saturday closest to December 31. Unless the context   
requires otherwise, all references in this prospectus to "2002," "2001," "2000,"
"1999" and "1998," or to such periods as fiscal years, relate to the fiscal     
years ended December 28, 2002, December 29, 2001, December 30, 2000, January 1, 
2000 and January 2, 1999, respectively. For 2002, the results under Holding's   
prior ownership have been combined with results subsequent to the merger of GS  
Berry Acquisition Corp. with and into BPC Holding on July 22, 2002, which is    
referred to in this prospectus as "the Acquisition." The "notes" refers to the  
10-3/4% senior subordinated notes due 2012 offered pursuant to this prospectus. 
In addition, we may issue additional notes, under the indenture governing the   
notes subject to the terms of the indenture, and these additional notes would   
also be included in the term "notes".                                           

 ---------------
NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY         
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY US. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO   
SELL, OR SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION IN  
WHICH SUCH AN OFFER TO SELL OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE      
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY        
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS  
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.               

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CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking statements," within the meaning of    
Section 27A of the Securities Act and Section 21E of the Exchange Act, with     
respect to our financial condition, results of operations and business and our  
expectations or beliefs concerning future events. Such statements include, in   
particular, statements about our plans, strategies and prospects under the      
headings "Prospectus summary," "Management's discussion and analysis of         
financial condition and results of operations" and "Business." You can identify 
certain forward-looking statements by our use of forward-looking terminology    
such as, but not limited to, "believes," "expects," "anticipates," "estimates," 
"intends," "plans," "targets," "likely," "will," "would," "could" and similar   
expressions identify forward-looking statements.                                

All forward-looking statements involve risks and uncertainties. Many risks and  
uncertainties are inherent in our industry and markets. Others are more specific
to our operations. The occurrence of the events described and the achievement of
the expected results depend on many events, some or all of which are not        
predictable or within our control. Actual results may differ materially from the
forward-looking statements contained in this prospectus.                        

Factors that could cause actual results to differ materially from those         
expressed or implied by the forward-looking statements include:                 

      -     risks associated with our substantial indebtedness and debt service;

-     performance of our business and future operating results;     

-     risks of competition in our existing and future markets;      

     -     changes in prices and availability of resin and other raw materials
  and our ability to pass on changes in raw material prices;

-     catastrophic loss of our key manufacturing facility;          

-     risks related to our acquisition strategy and integration of  
acquired businesses;                                    

    -     general business and economic conditions, particularly an economic
downturn;                                               

-     increases in the cost of compliance with laws and regulations,
including environmental laws and regulations; and       

      -     the other risks described under the heading "Risk factors" beginning
on page 6.                                              

All future written and verbal forward-looking statements attributable to us or  
any person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained in or referred to in this section. We undertake 
no obligation, and specifically decline any obligation, to publicly update or   
revise any forward-looking statements, whether as a result of new information,  
future events or otherwise. In light of these risks, uncertainties and          
assumptions, the forward-looking events discussed in this prospectus might not  
occur.                                                                          

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 MARKET DATA

The data included in this prospectus regarding markets, product categories and  
ranking, including, but not limited to, the size of certain markets and product 
categories and our position and the positions of our competitors within these   
markets and product categories, are based on our estimates and definitions,     
which have been derived from our management's knowledge and experience in the   
areas in which we operate, and information obtained from our customers,         
distributors, suppliers, trade and business organizations and other contacts in 
the areas in which we operate. Unless otherwise specified, all our market share 
and product category data relate to the injection-molding segment of the        
plastics packaging industry. Although we believe that these sources are         
generally reliable, we have not independently verified data from these sources  
or obtained third party verification of this data. In addition, data within our 
industry are intended to provide general guidance but is inherently imprecise.  
References herein to our being a leader in a product segment or product category
refer to our having a leading position based on sales in 2002 of injected-molded
plastic products in such segment or product category, unless the context        
otherwise requires.                                                             

The plastics packaging industry consists of rigid and non-rigid plastic         
products. There are three primary manufacturing processes used in the rigid     
plastics packaging segment of the plastics packaging industry: injection-molding
and thermoforming, which we use, and blow molding, which we currently do not    
use. Each of these processes may be interchangeable depending on the product and
the cost. Blow molding is used to produce most plastic drinking bottles, which  
constitutes approximately three-fourths of the U.S. plastic container demand by 
weight.                                                                         

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PROSPECTUS SUMMARY

This summary highlights material information contained elsewhere in this        
prospectus. This summary of material information contained elsewhere in this    
prospectus is not complete and does not contain all of the information that may 
be important to you. We urge you to read this entire prospectus carefully,      
including the "Risk factors" section and our consolidated financial statements  
and related notes included elsewhere in this prospectus.                        

 THE COMPANY

We are one of the world's leading manufacturers and suppliers of a diverse mix  
of injection-molded plastics packaging products focusing on the open-top        
container, closure, aerosol overcap, drink cup and housewares markets. We sell a
broad product line to over 12,000 customers. We concentrate on manufacturing    
higher quality, value-added products sold to image-conscious marketers of       
institutional and consumer products. We believe that our large operating scale, 
low-cost manufacturing capabilities, purchasing leverage, proprietary           
thermoforming technology and extensive collection of over 1,000 active          
proprietary molds provide us with a competitive advantage in the marketplace. We
have been able to leverage our broad product offering, value-added manufacturing
capabilities and long-standing customer relationships into leading positions    
across a number of products. The average length of our relationship with our top
10 customers in fiscal 2002 was over 15 years, and these customers represented  
approximately 19% of our fiscal 2002 net sales with no customer accounting for  
more than 4% of our fiscal 2002 net sales. We believe that over 58% of our 2002 
revenues were generated from the sale of products that held a number one        
position relative to competing injection-molded products. Our products are      
primarily sold to customers in industries that exhibit relatively stable demand 
characteristics and are considered less sensitive to overall economic           
conditions, such as pharmaceuticals, food, dairy and health and beauty.         
Additionally, we operate 12 high-volume manufacturing facilities and have       
extensive distribution capabilities.                                            

We organize our product categories into three business divisions: containers,   
closures, and consumer products. The following table displays our net sales by  
division for each of the past five fiscal years.                                

                                                                [Download Table]

   ($ IN MILLIONS)             1998       1999       2000       2001       2002 
-------------------------     ------     ------     ------     ------     ------
                                                                                
Containers ..............     $154.0     $188.7     $231.2     $234.5     $250.4
Closures ................       56.4       81.0      112.2      132.4      133.9
Consumer products .......       61.4       59.1       64.7       94.8      110.0
                              ------     ------     ------     ------     ------
Total net sales .........     $271.8     $328.8     $408.1     $461.7     $494.3
                              ======     ======     ======     ======     ======

Our business is subject to significant risks. We may not be able to arrange for 
sources of resin in the event of an industry-wide general shortage of resins    
used by us, or a shortage or discontinuation of certain types of resins. Any    
such shortage may negatively impact our competitive position versus other       
companies that are able to better or more cheaply source resin. Additionally,   
increases in the cost of resin may significantly impact our financial condition 
to the extent we are not able to pass through any such cost increase.  Our      
Evansville, Indiana facility produces approximately one-third of our products.  
A catastrophic loss of all or a part of the facility could have a material      
adverse effect on us. In addition, we face intense competition in the sale of   
our products. Competition could result in our products losing market share or   
our having to reduce our prices, either of which would have a material adverse  
effect on our business and results of operations and financial condition. We    
have substantial debt, and we may incur substantial additional debt in the      
future under the terms of our indebtedness. As of March 29, 2003, we had total  
indebtedness of approximately $613.1 million, excluding $9.5 million in letters 
of credit under our revolving credit facility and, subject to certain           
conditions to borrowing, $135.5 million available for future borrowings under   
our revolving credit facility and delayed draw term loan facility. See "Risk    
factors."                                                                       

 BUSINESS STRATEGY

Our goal is to maintain and enhance our market position and leverage our core   
strengths to increase profitability. Our strategy to achieve this goal includes 
the following elements:                                                         
-     increase sales to our existing customers;                     

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-     aggressively pursue new customers;                            

-     continue to effectively manage costs; and                     

   -     selectively pursue strategic acquisitions in our core businesses.

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 THE NOTES

The following is a brief summary of the terms of the notes. For a more complete 
description of the terms of the notes, see "Description of the notes" in this   
prospectus.                                                                     

ISSUER........................  Berry Plastics Corporation, a Delaware          
Corporation     

SECURITIES OFFERED............  $250,000,000 in aggregate principal amount of   
                          10 3/4% senior subordinated notes due 2012

MATURITY DATE.................  July 15, 2012                                   

INTEREST PAYMENT                                                                
DATES.........................  January 15 and July 15, commencing on January   
15, 2003        
GUARANTORS....................  The notes are fully and unconditionally         
                          guaranteed by BPC Holding Corporation, our
                          parent company, and each of our and future
                              domestic subsidiaries. These guarantees can be
                               released upon the circumstances described under
                              "Description of the notes -- Certain covenants
                             -- Future note guarantors and release of note
                              guarantees." If we cannot make payments on the
                                notes when they are due, the note guarantors are
               obligated to make them instead.

RANKING.......................  The notes are unsecured and:                    

                               -   are subordinated in right of payment to all
                        existing and future senior debt;

                             -   rank equally in right of payment with any
                               existing and future senior subordinated
debt;   

                          -   rank senior in right of payment to all
                 future subordinated debt;

                               -   are effectively subordinated to our secured
                              debt to the extent of the value of the
                  assets securing such debt;

                       -   are effectively subordinated to all
                              liabilities and preferred stock of our
                              subsidiaries that do not guarantee the
  notes; and

                             -   any debt that could be incurred under the
                            indenture may be deemed senior debt.

                             Similarly, the guarantees of the notes by BPC
                          Holding and our guarantor subsidiaries are
unsecured and:  

                               -   are subordinated in right of payment to all
                                   of the applicable note guarantor's existing
               and future senior debt;

                                -   rank equally in right of payment with any of
                                    the applicable note guarantors' existing and
                        future senior subordinated debt;

                             -   rank senior in right of payment to all of
                              the applicable note guarantors' future
          subordinated debt;

                               -   are effectively subordinated to all secured
                                    debt of such note guarantor to the extent of
                                   the value of the assets securing such debt;
and     

                       -   are effectively subordinated to the
                               obligations of any subsidiary of a note
                                  guarantor if that subsidiary is not a note
  guarantor.

As of March 29, 2003: 

                          -   we had approximately $363.1 million of
                                   senior debt to which the notes and the note

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                               guarantees would be subordinated (which
                                  amount excludes $9.5 million of letters of
                                credit and the remaining availability of
                                 $135.5 million under our revolving credit
                           facility and delayed draw term loan
  facility);

                                -   we did not have any senior subordinated debt
               (other than the notes);

                              -   we did not have any subordinated debt; and

                               -   our subsidiaries that are not guarantors of
                                  the notes had $10.2 million of liabilities
                               including trade payables, but excluding
               liabilities owed to us.

                   As of June 10, 2003, we could incur
                          approximately $140.5 million in additional
                           senior debt under our senior secured credit
                             facility, subject to conditions to borrowing;
                               however, the covenants under our senior secured
                             credit facility may limit our ability to make
such borrowings.

OPTIONAL REDEMPTION...........  We may redeem the notes, in whole or in part, at
                          any time beginning on July 15, 2007 at the
                              redemption prices listed under "Description of
                  the notes -- Optional redemption."

                                In addition, before July 15, 2005, we may redeem
                        up to 35% of the notes with the net cash
                             proceeds from certain equity offerings at the
                               price listed under "Description of the notes --
     Optional redemption."

CHANGE OF CONTROL.............  Upon the occurrence of a change of control,     
                                unless we have exercised our right to redeem all
                              of the notes as described above, you will have
                            the right to require us to purchase all or a
                            portion of your notes at a purchase price in
                               cash equal to 101% of the principal amount plus
                          accrued and unpaid interest to the date of
                               purchase. The occurrence of a change of control
                             will also result in an event of default under
                             our new senior secured credit facility, which
                              would allow the lenders under that facility to
                             accelerate their debt. Such acceleration will
                           be considered an event of default under the
                              notes. See "Description of the notes -- Change
of control."    

BASIC COVENANTS...............  The indenture governing the notes contains      
                              covenants that impose significant restrictions
                       on our business. The restrictions these
                        covenants place on us and our restricted
                               subsidiaries include limitations on our ability
                              and the ability of our restricted subsidiaries
to:             

       -   incur indebtedness;

                          -   pay dividends or make distributions in
                               respect of our capital stock or to make
                            certain other restricted payments or
    investments;

                           -   sell assets, including capital stock of
                restricted subsidiaries;

                               -   agree to payment restrictions affecting our
                restricted subsidiaries;

                         -   consolidate, merge, sell or otherwise
                                  dispose of all or substantially all of our
assets; 

                                -   enter into transactions with our affiliates;
and     

                              -   designate our subsidiaries as unrestricted
     subsidiaries.
                        These covenants are subject to important
                        exceptions and qualifications, which are
                            described under "Description of the notes --
   Certain covenants."

PUBLIC MARKET FOR THE NOTES...  Goldman, Sachs & Co. and J.P. Morgan Securities 
                          Inc. currently make a market in the notes.
                              However, you should be aware that they are not
                            obligated to do so and may discontinue their
                            market-making activities at any time without
                                notice. As a result, the liquidity of the market
                                for the notes may not be available if you try to
                       sell your notes. In addition, we cannot
                              guarantee when, or even if, another market for
                           the notes will develop. We do not intend to
                       apply for a listing of the notes on any
                           securities exchange or any automated dealer
 quotation system.

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RISK FACTORS                                                                    

You should carefully consider all the information in this prospectus prior to   
deciding whether to invest in the notes. In particular, we urge you to consider 
carefully the factors set forth under "Risk factors" beginning on page 6 of this
prospectus.                                                                     

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RISK FACTORS
You should read and consider carefully each of the following factors, as well as
the other information contained in this prospectus before deciding whether to   
invest in the notes. The risks and uncertainties described below are not the    
only ones we face. Additional risk and uncertainties not presently known to us  
or that we currently believe to be immaterial may also adversely affect our     
business.                                                                       

RISKS RELATED TO THE NOTES                                                      

WE HAVE SUBSTANTIAL DEBT AND WE MAY INCUR SUBSTANTIALLY MORE DEBT, WHICH COULD  
AFFECT OUR ABILITY TO MEET OUR OBLIGATIONS UNDER THE NOTES AND MAY OTHERWISE    
RESTRICT OUR ACTIVITIES.                                                        

We have substantial debt, and we may incur substantial additional debt in the   
future. As of March 29, 2003, we had total indebtedness of approximately $613.1 
million, excluding $9.5 million in letters of credit under our revolving credit 
facility and, subject to certain conditions to borrowing, $135.5 million        
available for future borrowings under our revolving credit facility and delayed 
draw term loan facility. As of June 10, 2003, we could incur approximately      
$140.5 million in additional senior debt under our senior secured credit        
facility, subject to conditions to borrowing; however, the covenants under our  
senior secured credit facility may limit our ability to make such borrowings. We
are also permitted by the terms of the notes to incur substantial additional    
indebtedness, subject to the restrictions therein. See "Description of other    
indebtedness -- The senior secured credit facility." Any debt that could be     
incurred under the indenture may be deemed senior debt. If the interest rate on 
our variable rate debt increases by 1.00%, we estimate an annual increase in our
interest expense of approximately $2.8 million.                                 

Our substantial debt could have important consequences to you. For example, it  
could:                                                                          

    -     make it more difficult for us to satisfy our obligations under the
notes;                                                  

  -     require us to dedicate a substantial portion of our cash flow to
           payments on our indebtedness, which would reduce the amount of cash
     flow available to fund working capital, capital expenditures,
product development and other corporate requirements;   

     -     increase our vulnerability to general adverse economic and industry
conditions, including changes in raw material costs;    

-     limit our ability to respond to business opportunities;       

-     limit our ability to borrow additional funds, which may be    
necessary; and                                          

    -     subject us to financial and other restrictive covenants, which, if
            we fail to comply with these covenants and our failure is not waived
     or cured, could result in an event of default under our debt.

TO SERVICE OUR DEBT, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH. OUR ABILITY  
TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.                    

Our ability to make payments on our debt, including the notes, and to fund      
planned capital expenditures and research and development efforts will depend on
our ability to generate cash in the future. This, to an extent, is subject to   
general economic, financial, competitive, legislative, regulatory and other     
factors, including those described in this "Risk factors" section, that are     
beyond our control. Assuming interest costs are consistent with those in the    
first quarter of 2003, our interest costs in 2003 will be approximately $46.9   
million. Our principal payments due in 2003 are approximately $8.6 million. For 
future periods, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and capital resources." Our business may 
not generate sufficient cash flow from operations and future borrowings may not 
be available to us under our senior secured credit facility in an amount        
sufficient to enable us to pay our debt, including the notes, or to fund our    
other liquidity needs. We may need to refinance all or a portion of our         
indebtedness, including the notes, at or before maturity. We may not be able to 
refinance any of our debt, including our senior secured credit facility and the 
notes, on commercially reasonable terms or at all.                              

THE AGREEMENTS GOVERNING THE NOTES AND OUR OTHER DEBT IMPOSE RESTRICTIONS ON OUR
BUSINESS.                                                                       
The indenture governing the notes and the agreements governing our senior       
secured credit facility contain a number of covenants imposing significant      
restrictions on our business. These restrictions may affect our ability to      
operate our business and may limit                                              

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our ability to take advantage of potential business opportunities as they arise.
The restrictions these covenants place on us and our restricted subsidiaries    
include limitations on our ability and the ability of our restricted            
subsidiaries to:                                                                

-     incur indebtedness or issue preferred shares;                 

     -     pay dividends or make distributions in respect of our capital stock
or to make certain other restricted payments;           

-     create liens;                                                 

      -     agree to payment restrictions affecting our restricted subsidiaries;

-     make acquisitions;                                            

   -     consolidate, merge, sell or lease all or substantially all of our
assets;                                                 

-     enter into transactions with our affiliates; and              

-     designate our subsidiaries as unrestricted subsidiaries.      

Our senior secured credit facility also requires us to meet a number of         
financial ratios. The breach of any of these covenants or restrictions could    
result in a default under the indenture governing the notes or under our senior 
secured credit facility. An event of default under our debt agreements would    
permit some of our lenders to declare all amounts borrowed from them to be      
immediately due and payable. If we were unable to repay debt to our lenders,    
these lenders could proceed against the collateral securing that debt. In       
addition, acceleration of our other indebtedness may cause us to be unable to   
make interest payments on the notes and repay the principal amount of the notes.

YOUR RIGHT TO RECEIVE PAYMENTS ON THE NOTES IS JUNIOR TO OUR EXISTING           
INDEBTEDNESS AND POSSIBLY ALL OF OUR FUTURE BORROWINGS. FURTHER, THE GUARANTEES 
OF THE NOTES ARE JUNIOR TO ALL OF OUR GUARANTORS' EXISTING INDEBTEDNESS AND     
POSSIBLY TO ALL OF THEIR FUTURE BORROWINGS.                                     

The notes and the guarantees rank behind all of our and our guarantors' existing
indebtedness, and all of our and their future borrowings, except any future     
indebtedness that expressly provides that it ranks equal with, or is            
subordinated in right of payment to, the notes and the guarantees. As of March  
29, 2003, the amount of debt issued by us that is senior, or effectively senior,
to the notes and the note guarantees is $363.1 million (which amount excludes   
$9.5 million of letters of credit and the remaining availability of $135.5      
million under our revolving credit facility and delayed draw term loan          
facility). As a result, upon any distribution to our creditors or the           
creditors of the guarantors in a bankruptcy, liquidation or reorganization or   
similar proceeding relating to us or the guarantors or our or their property,   
the holders of our senior debt and senior debt of the guarantors will be        
entitled to be paid in full before any payment may be made with respect to the  
notes or the guarantees.                                                        

In addition, all payments on the notes and the guarantees will be blocked in the
event of a payment default on senior debt and may be blocked for up to 179 of   
360 consecutive days in the event of specified non-payment defaults on senior   
debt.                                                                           

In the event of a bankruptcy, liquidation or reorganization or similar          
proceeding relating to us or the guarantors, holders of the notes will          
participate with trade creditors and all other holders of our and the           
guarantors' subordinated indebtedness in the assets remaining after we and the  
guarantors have paid all of our and their senior debt. However, because the     
senior debt is secured and because the indenture requires that amounts otherwise
payable to holders of the notes in a bankruptcy or similar proceeding be paid to
holders of senior debt instead, holders of the notes may receive less, ratably, 
than holders of trade payables in the proceeding. In any of these cases, we and 
the guarantors may not have sufficient funds to pay all of our creditors and    
holders of notes may receive less, ratably, than the holders of our senior debt.
See "Description of the notes -- Ranking."                                      

THE NOTES ARE NOT SECURED BY ANY OF OUR ASSETS. HOWEVER, OUR SENIOR SECURED     
CREDIT FACILITY ARE SECURED AND, THEREFORE, OUR BANK LENDERS HAVE A PRIOR CLAIM 
ON SUBSTANTIALLY ALL OF OUR ASSETS.                                             

The notes are not secured by any of our assets. However, our senior secured     
credit facility is secured by (1) a pledge of 100% of the stock of our existing 
and future domestic subsidiaries and 65% of the stock of our existing and future
first-tier foreign subsidiaries, and (2) substantially all of our assets. If we 
become insolvent or are liquidated, or if payment under any of the              

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instruments governing our secured debt is accelerated, the lenders under these  
instruments will be entitled to exercise the remedies available to a secured    
lender under applicable law and pursuant to instruments governing such debt.    
Accordingly, the lenders under our senior secured credit facility have a prior  
claim on our guarantors' assets. In that event, because the notes are not       
secured by any of our assets, it is possible that our remaining assets might be 
insufficient to satisfy your claims in full.                                    

YOUR RIGHT TO RECEIVE PAYMENTS ON THE NOTES COULD BE ADVERSELY AFFECTED IF ANY  
OF OUR NON-GUARANTOR SUBSIDIARIES DECLARE BANKRUPTCY, LIQUIDATE, OR REORGANIZE; 
THE NOTES WILL BE STRUCTURALLY SUBORDINATED TO THE OBLIGATIONS OF OUR           
NON-GUARANTOR SUBSIDIARIES.                                                     

Some but not all of our subsidiaries guarantee the notes. Our foreign           
subsidiaries are not guarantors on the notes, and will become so in the future  
only if they guarantee other debt of Berry Plastics or Berry Plastics'          
non-foreign subsidiaries. Furthermore, the guarantee of the notes may be        
released under the circumstances described under "Description of the notes --   
Certain covenants -- Future Note Guarantors and release of Note Guarantees." Our
obligations under the notes are structurally subordinated to the obligations of 
our non-guarantor subsidiaries. In the event of a bankruptcy, liquidation or    
reorganization of any of our non-guarantor subsidiaries, holders of their       
indebtedness and their trade creditors will generally be entitled to payment of 
their claims from the assets of those subsidiaries before any assets are made   
available for distribution to us. As of March 29, 2003, our non-guarantor       
subsidiaries held 5% of our consolidated assets as of that date. These          
non-guarantor subsidiaries accounted for 4% of our revenues for fiscal year     
2002.                                                                           

A SIGNIFICANT AMOUNT OF OUR NET WORTH REPRESENTS GOODWILL, AND A WRITE-OFF OF   
GOODWILL COULD RESULT IN LOWER REPORTED NET INCOME AND A REDUCTION OF OUR NET   
WORTH.                                                                          

As of March 29, 2003, the net value of our goodwill was approximately $334.7    
million. In July 2001, the Financial Accounting Standards Board issued          
Statements of Financial Accounting Standards No. 142, "Goodwill and Other       
Intangible Assets." Under the new standard, we are no longer required to or     
permitted to amortize goodwill reflected on our balance sheet. We are, however, 
required to evaluate goodwill reflected on our balance sheet when circumstances 
indicate a potential impairment, or at least annually, under the new impairment 
testing guidelines outlined in the standard. Future changes in the cost of      
capital, expected cash flows, or other factors may cause our goodwill to be     
impaired, resulting in a noncash charge against results of operations to        
write-off goodwill for the amount of impairment. If a significant write-off is  
required, the charge would have a material adverse effect on our reported       
results of operations and net worth in the period of any such write-off.        

FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID  
GUARANTEES AND REQUIRE NOTE HOLDERS TO RETURN PAYMENTS RECEIVED FROM GUARANTORS.

Under the federal bankruptcy law and comparable provisions of state fraudulent  
transfer laws, a guarantee could be voided, or claims in respect of a guarantee 
could be subordinated to all other debts of that guarantor under specific       
circumstances, including circumstances where the guarantor, at the time it      
incurred the indebtedness evidenced by its guarantee:                           
      -     received less than reasonably equivalent value or fair consideration
          for the incurrence of such guarantee and was insolvent or rendered
insolvent by reason of such incurrence;                 

    -     was engaged in a business or transaction for which the guarantor's
   remaining assets constituted unreasonably small capital; or

      -     intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they mature.               

In addition, any payment by that guarantor pursuant to its guarantee could be   
voided and required to be returned to the guarantor, or to a fund for the       
benefit of the creditors of the guarantor.                                      

The measures of insolvency for purposes of these fraudulent transfer laws will  
vary depending upon the law applied in any proceeding to determine whether a    
fraudulent transfer has occurred. Generally, however, a guarantor would be      
considered insolvent if:                                                        

     -     the sum of its debts, including contingent liabilities, was greater
than the fair saleable value of all of its assets;      

 -     the present fair saleable value of its assets was less than the
          amount that would be required to pay its probable liability on its
        existing debts, including contingent liabilities, as they become
absolute and mature; or                                 

-     it could not pay its debts as they become due.                

On the basis of historical financial information, recent operating history and  
other factors, we believe that each current guarantor, at the time of its       
guarantee of the notes, was not insolvent, did not have unreasonably small      
capital for the business in which it is engaged and had not incurred debts      
beyond its ability to pay such debts as they mature. However, a court may apply 
a different standard in making these determinations or may not agree with our   
conclusions in this regard.                                                     

WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE CHANGE  
OF CONTROL OFFER REQUIRED BY THE INDENTURE.                                     

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Upon the occurrence of specific kinds of change of control events, we will be   
required to offer to repurchase all then-outstanding notes at 101% of the       
principal amount thereof plus accrued and unpaid interest and additional        
interest, if any, to the date of repurchase. However, it is possible that we    
will not have sufficient funds at the time of the change of control to make the 
required repurchase of notes or that restrictions in our new senior secured     
credit facility will not allow such repurchases. In addition, various important 
corporate events, such as leveraged recapitalizations that would increase the   
level of our indebtedness, would not constitute a "Change of Control" under the 
indenture. The occurrence of a change of control will also result in an event of
default under our new senior secured credit facility, which would allow the     
lenders under that facility to accelerate their debt. Such acceleration will be 
considered an event of default under the notes. See "Description of the notes --
Change of control."                                                             

WE HAVE EXPERIENCED CONSOLIDATED NET LOSSES.                                    

Our net losses were $7.6 million for fiscal 1998, $9.1 million for fiscal 1999, 
$23.1 million for fiscal 2000, $2.1 million for fiscal 2001 and $32.6 million   
for fiscal 2002. Consolidated earnings have been insufficient to cover fixed    
charges by $7.0 million for fiscal 1998, by $7.1 million for fiscal 1999, by    
$20.5 million for fiscal 2000, by $0.8 million for fiscal 2001, and by $3.1     
million for fiscal 2002. See "Management's discussion and analysis of financial 
condition and results of operations."                                           

THE NOTES HAVE NO PRIOR PUBLIC MARKET, AND A PUBLIC MARKET FOR THE NOTES MAY NOT
DEVELOP OR BE SUSTAINED.                                                        

Although they are not obligated to do so, Goldman, Sachs & Co. and J.P. Morgan  
Securities Inc. make a market in the notes. Any such market-making activity may 
be discontinued at any time for any reason, without notice at the sole          
discretion of Goldman, Sachs & Co. and J.P. Morgan Securities Inc. No assurance 
can be given as to the liquidity of any trading market for the notes, or the    
ability of the holders of the notes to sell their notes or the price at which   
such holders may be able to sell their notes. The notes could trade at prices   
that may be higher or lower than their initial offering price depending on many 
factors, including, among other things, prevailing interest rates, the market   
for similar securities, our operating results and other factors. Therefore, an  
active market for the notes may not develop or be sustained. If an active public
market does not develop or continue, the market price and liquidity of the notes
may be adversely affected.                                                      

Historically, the market for non-investment grade debt has been volatile in     
terms of price. It is possible that the market for the notes will be volatile.  
This volatility in price may affect your ability to resell your notes or the    
timing of their sale.                                                           

Notwithstanding the registration of the notes, holders who are "affiliates" (as 
defined under Rule 405 of the Securities Act) of us may publicly offer for sale 
or resale the notes only in compliance with the provisions of Rule 144 under the
Securities Act.                                                                 

Because we are an affiliate of Goldman, Sachs & Co. and J.P. Morgan Securities  
Inc., two of the initial purchasers of the notes, Goldman, Sachs & Co. and J.P. 
Morgan Securities Inc. are required to deliver a current "market-maker"         
prospectus and otherwise comply with the registration requirements of the       
Securities Act in connection with any secondary market sale of the notes, which 
may affect their ability to continue market-making activities. We have agreed to
make a "market-maker" prospectus generally available to Goldman, Sachs & Co. and
J.P. Morgan Securities Inc. to permit them to engage in market-making           
transactions. However, the registration rights agreement also provides that we  
may, for valid business reasons, allow the market-maker prospectus to cease to  
be effective and usable for a period of time not to exceed 60 days in the       
aggregate in any consecutive 12-month period. Valid business reasons include,   
without limitation, a potential acquisition, divestiture of assets or other     
material corporate transaction. As a result, the liquidity of the secondary     
market for the notes may be materially adversely affected by the unavailability 
of a current "market-maker" prospectus.                                         

RISKS RELATED TO OUR BUSINESS                                                   

WE DO NOT HAVE FIRM CONTRACTS WITH PLASTIC RESIN SUPPLIERS.                     

We source plastic resin primarily from major industry suppliers such as Dow     
Chemical, Chevron, Nova, ExxonMobil, Atofina, Basell and Equistar. We have      
long-standing relationships with some of these suppliers but have not entered   
into a firm supply contract with any of our resin vendors. We may not be able to
arrange for other sources of resin in the event of an industry-wide general     
shortage of resins used by us, or a shortage or discontinuation of certain types
of grades of resin purchased from one or more of our suppliers. Any such        
shortage may negatively impact our competitive position versus companies that   
are able to better or more cheaply source resin. Additionally, we may be subject
to significant increases in prices that may materially impact our financial     
condition. We are currently experiencing rapidly increasing resin prices        
primarily due to the increased cost of oil and natural gas. Due to the extent   
and rapid nature of these increases, we cannot reasonably estimate the extent to
which we will be able to successfully recover these cost increases in the       
short-term. If high and/or rapidly increasing resin prices continue, our        

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revenue and/or profitability may be materially and adversely affected, both in  
the short-term as we attempt to pass through changes in the cost of resin to    
customers under current agreements and in this longer term as we negotiate new  
agreements.                                                                     

IF MARKET CONDITIONS DO NOT PERMIT US TO PASS ON THE COST OF PLASTIC RESINS TO  
OUR CUSTOMERS ON A TIMELY BASIS, OR AT ALL, OUR FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS COULD SUFFER MATERIALLY.                                          

To produce our products we use large quantities of plastic resins, which in     
fiscal 2002 cost us approximately $113.0 million, or 30% of our total cost of   
goods sold. Plastic resins are subject to cyclical price fluctuations, including
those arising from supply shortages and changes in the prices of natural gas,   
crude oil and other petrochemical intermediates from which resins are produced. 
The instability in the world markets for petroleum and natural gas could        
materially adversely affect the prices and general availability of raw materials
quickly. The resin market is currently experiencing rapidly increasing prices   
primarily due to the increased cost of oil and natural gas. Based on information
from Plastics News, an industry publication, average spot prices of HDPE and PP 
on March 17, 2003 were $0.565 per pound and $0.44 per pound, respectively,      
reflecting increases of $0.17 per pound, or 43%, and $0.05 per pound, or 13%,   
over the respective average spot prices from December 28, 2002. Historically, we
have generally been able to pass on a significant portion of the increases in   
resin prices to our customers over a period of time, but even in such cases     
there have been negative short-term impacts to our financial performance. The   
resin market is currently experiencing increasing prices primarily due to the   
increased cost of oil and natural gas. Due to the extent and rapid nature of    
these increases, we cannot reasonably estimate our ability to successfully      
recover these cost increases in the short-term. Some of our customers (currently
accounting for fewer than 10% of our net revenues) purchase our products        
pursuant to fixed-price arrangements in respect of which we have at times and   
may continue to enter into hedging or similar arrangements. In the future, we   
may not be able to pass on substantially all of the increases in resin prices to
our customers on a timely basis, if at all, which would have a material adverse 
effect on our competitive position and financial performance.                   

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AND OUR CUSTOMERS MAY NOT CONTINUE TO
PURCHASE OUR PRODUCTS.                                                          

We face intense competition in the sale of our products. We compete with        
multiple companies in each of our product lines, including divisions or         
subsidiaries of larger companies. We compete on the bases of a number of        
considerations, including price, service, quality, product characteristics and  
the ability to supply products to customers in a timely manner. Our products    
also compete with metal and glass, paper and other packaging materials as well  
as plastic packaging materials made through different manufacturing processes.  
Many of our product lines also compete with plastic products in other lines and 
segments. Many of our competitors have financial and other resources that are   
substantially greater than ours and may be better able than us to withstand     
price competition. In addition, some of our customers do and could in the future
choose to manufacture the products they require for themselves. Each of our     
product lines faces a different competitive landscape. We may not be able to    
compete successfully with respect to any of the foregoing factors. Competition  
could result in our products losing market share or our having to reduce our    
prices, either of which would have a material adverse effect on our business and
results of operations and financial condition. In addition, since we don't have 
long-term arrangements with many of our customers, these competitive factors    
could cause our customers to shift suppliers and/or packaging material quickly. 

IN THE EVENT OF A CATASTROPHIC LOSS OF OUR KEY MANUFACTURING FACILITY, OUR      
BUSINESS WOULD BE ADVERSELY AFFECTED.                                           

Our primary manufacturing facility is in Evansville, Indiana, where we produce  
approximately one-third of our products. While we maintain insurance covering   
the facility, including business interruption insurance, a catastrophic loss of 
the use of all or a portion of the facility due to accident, labor issues,      
weather conditions, other natural disaster or otherwise, whether short or       
long-term, could have a material adverse effect on us.                          

OUR ACQUISITION STRATEGY MAY BE UNSUCCESSFUL.                                   

As part of our growth strategy, we plan to pursue the acquisition of other      
companies, assets and product lines that either complement or expand our        
existing business. We may not be able to consummate any such transaction at all 
or that any future acquisitions will be able to be consummated at acceptable    
prices and terms. We continually evaluate potential acquisition opportunities in
the ordinary course of business, including those that could be material in size 
and scope. Acquisitions involve a number of special risks and factors,          
including:                                                                      

-     the focus of management's attention to the assimilation of the
       acquired companies and their employees and on the management of
expanding operations;                                   

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-     the incorporation of acquired products into our product line; 

-     the increasing demands on our operational systems;            

-     adverse effects on our reported operating results; and        

      -     the loss of key employees and the difficulty of presenting a unified
corporate image.                                        

We may be unable to make appropriate acquisitions because of competition for the
specific acquisition. In pursuing acquisitions, we compete against other plastic
product manufacturers, some of which are larger than we are and have greater    
financial and other resources than we have. We compete for potential            
acquisitions based on a number of factors, including price, terms and           
conditions, size and ability to offer cash, stock or other forms of             
consideration. Increased competition for acquisition candidates could result in 
fewer acquisition opportunities for us and higher acquisition prices. As a      
company without public equity, we may not be able to offer attractive equity to 
potential sellers. Additionally, our acquisition strategy may result in         
significant increases in our outstanding indebtedness and debt service          
requirements. In addition, the negotiation of potential acquisitions may require
members of management to divert their time and resources away from our          
operations.                                                                     

THE INTEGRATION OF ACQUIRED BUSINESSES MAY RESULT IN SUBSTANTIAL COSTS, DELAYS  
OR OTHER PROBLEMS.                                                              

We may not be able to successfully integrate our acquisitions without           
substantial costs, delays or other problems. We will have to continue to expend 
substantial managerial, operating, financial and other resources to integrate   
our businesses. The costs of such integration could have a material adverse     
effect on our operating results and financial condition. Such costs include     
non-recurring acquisition costs including accounting and legal fees, investment 
banking fees, recognition of transaction-related obligations, plant closing and 
similar costs and various other acquisition-related costs. In addition, although
we conduct what we believe to be a prudent level of investigation regarding the 
businesses we purchase, in light of the circumstances of each transaction, an   
unavoidable level of risk remains regarding the actual condition of these       
businesses. Until we actually assume operating control of such business assets  
and their operations, we may not be able to ascertain the actual value or       
understand the potential liabilities of the acquired entities and their         
operations. Once we acquire a business, we are faced with risks, including:     

-     the possibility that it will be difficult to integrate the    
operations into our other operations;                   

-     the possibility that we have acquired substantial undisclosed 
liabilities;                                            

      -     the risks of entering markets or offering services for which we have
no prior experience; and                                

-     the potential loss of customers as a result of changes in     
   management; and the possibility we may be unable to recruit
       additional managers with the necessary skills to supplement the
incumbent management of the acquired business.          

We may not be successful in overcoming these risks.                             

WE RELY ON UNPATENTED PROPRIETARY KNOW-HOW AND TRADE SECRETS.                   

In addition to relying on patent and trademark rights, we rely on unpatented    
proprietary know-how and trade secrets, and employ various methods, including   
confidentiality agreements with employees and consultants, to protect our       
know-how and trade secrets. However, these methods and our patents and          
trademarks may not afford complete protection and there can be no assurance that
others will not independently develop the know-how and trade secrets or develop 
better production methods than us. Further, we may not be able to deter current 
and former employees, contractors and other parties from breaching              
confidentiality agreements and misappropriating proprietary information and it  
is possible that third parties may copy or otherwise obtain and use our         
information and proprietary technology without authorization or otherwise       
infringe on our intellectual property rights. Additionally, we have licensed,   
and may license in the future, patents, trademarks, trade secrets, and similar  
proprietary rights to and from third parties. While we attempt to ensure that   
our intellectual property and similar proprietary rights are protected and that 
the third party rights we need are licensed to us when entering into business   
relationships, third parties may take actions that could materially and         
adversely affect our rights or the value of our intellectual property, similar  
proprietary rights or reputation. Furthermore, we can give you no assurance that
claims or litigation asserting infringement of intellectual property rights will
not be initiated by third parties seeking damages, the payment of royalties or  
licensing fees and/or an injunction against the sale of our products or that we 
would prevail in any litigation or be successful in preventing such             

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judgment. See "Business -- Legal proceedings." In the future, we may also rely  
on litigation to enforce our intellectual property rights and contractual       
rights, and, if not successful, we may not be able to protect the value of our  
intellectual property. Any litigation could be protracted and costly and could  
have a material adverse effect on our business and results of operations        
regardless of its outcome. Although we believe that our intellectual property   
rights are sufficient to allow us to conduct our business without incurring     
liability to third parties, our products may infringe on the intellectual       
property rights of third parties and our intellectual property rights may not   
have the value we believe them to have.                                         

CURRENT AND FUTURE ENVIRONMENTAL AND OTHER GOVERNMENTAL REQUIREMENTS COULD      
ADVERSELY AFFECT OUR FINANCIAL CONDITION AND OUR ABILITY TO CONDUCT OUR         
BUSINESS.                                                                       

Certain of our operations are subject to federal, state, local and foreign      
environmental laws and regulations that impose limitations on the discharge of  
pollutants into the air and water and establish standards for the treatment,    
storage and disposal of solid and hazardous wastes. While we have not been      
required historically to make significant capital expenditures in order to      
comply with applicable environmental laws and regulations, we cannot predict    
with any certainty our future capital expenditure requirements because of       
continually changing compliance standards and environmental technology.         
Furthermore, violations or contaminated sites that we do not know about         
(including contamination caused by prior owners and operators of such sites)    
could result in additional compliance or remediation costs or other liabilities.
We have limited insurance coverage for environmental liabilities and we do not  
anticipate increasing such coverage in the future. We may also assume           
significant environmental liabilities in acquisitions. In addition, federal,    
state and local governments could enact laws or regulations concerning          
environmental matters that increase the cost of producing, or otherwise         
adversely affect the demand for, plastic products. Legislation that would       
prohibit, tax or restrict the sale or use of certain types of plastic and other 
containers, and would require diversion of solid wastes such as packaging       
materials from disposal in landfills, has been or may be introduced in the U.S. 
Congress, in state legislatures and other legislative bodies. While container   
legislation has been adopted in a few jurisdictions, similar legislation has    
been defeated in public referenda in several states, local elections and many   
state and local legislative sessions. Although we believe that the laws         
promulgated to date have not had a material adverse effect on us, we can give   
you no assurance that future legislation or regulation would not have a material
adverse effect on us. Furthermore, a decline in consumer preference for plastic 
products due to environmental considerations could have a negative effect on our
business.                                                                       

The Food and Drug Administration, or FDA, regulates the material content of     
direct-contact food containers and packages we manufacture pursuant to the      
Federal Food, Drug and Cosmetic Act. Furthermore, some of our products are      
regulated by the Consumer Product Safety Commission, or CPSC, pursuant to       
various federal laws, including the Consumer Product Safety Act. Both the FDA   
and the CPSC can require the manufacturer of defective products to repurchase or
recall these products and may also impose fines or penalties on the             
manufacturer. Similar laws exist in some states, cities and other countries in  
which we sell products. In addition, laws exist in certain states restricting   
the sale of packaging with certain levels of heavy metals and imposing fines and
penalties for noncompliance. Although we use FDA-approved resins and pigments in
containers that directly contact food products and we believe our products are  
in material compliance with all applicable requirements, we remain subject to   
the risk that our products could be found to be not in compliance with these and
other requirements. A recall of any of our products or any fines and penalties  
imposed in connection with non-compliance could have a materially adverse effect
on us. See "Business -- Environmental matters and government regulation."       

OUR OPERATIONS OUTSIDE OF THE UNITED STATES ARE SUBJECT TO ADDITIONAL CURRENCY  
EXCHANGE, POLITICAL, INVESTMENT AND OTHER RISKS.                                

We currently operate two facilities outside the United States which combined for
approximately 4% of our 2002 net sales. This amount may change in the future, as
we are subject to the risks associated with selling and operating in foreign    
countries, including devaluations and fluctuations in foreign currencies,       
unstable political conditions, imposition of limitations on conversion of       
foreign currencies into U.S. dollars and remittance of dividends and payments by
foreign subsidiaries. The imposition of taxes and imposition or increase of     
investment and other restrictions, tariffs or quotas may also have a negative   
effect on our business and profitability.                                       

WE ARE CONTROLLED BY AFFILIATES OF GOLDMAN, SACHS & CO. AND J.P. MORGAN         
SECURITIES INC., AND THEIR INTERESTS AS EQUITY HOLDERS MAY CONFLICT WITH YOUR   
INTERESTS AS A CREDITOR.                                                        

As a result of the Acquisition, certain private equity funds affiliated with    
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. own a substantial majority 
of our common stock. The interests of Goldman, Sachs & Co. and J.P. Morgan      
Securities Inc. and their respective affiliates may not in all cases be aligned 
with your interests as a holder of the notes. Goldman, Sachs & Co. and J.P.     
Morgan Securities Inc. and their respective affiliates, control the power to    
elect our directors, to appoint members of management and to approve all actions
requiring the approval of the holders of our common stock, including adopting   
amendments to our certificate of incorporation and approving mergers, certain   
acquisitions or sales of all or substantially all of our assets. For example,   
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. and their respective       
affiliates could pursue acquisitions, divestitures or other transactions that,  
in their judgment, could enhance their equity investment, even though such      
transactions might involve significant risks to the holders of the notes.       

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 THE ACQUISITION

THE MERGER AGREEMENT                                                            

The following is a summary of the material terms of the merger agreement, dated 
as of May 25, 2002, among GS Berry Acquisition Corp., GS Capital Partners 2000, 
L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH &  
Co. Beteiligungs KG, Bridge Street Special Opportunities Fund 2000, L.P. and GS 
Capital Partners 2000 Employees Fund, L.P., BPC Holding, certain of BPC         
Holding's stockholders, us and the designated representatives of BPC Holding's  
stockholders. The summary is qualified in its entirety by reference to the      
merger agreement.                                                               

THE MERGER                                                                      

On July 22, 2002, GS Berry Acquisition Corp., a newly formed entity controlled  
by various private equity funds affiliated with Goldman, Sachs & Co., merged    
with and into BPC Holding with BPC Holding continuing as the surviving          
corporation. At the effective time of the Acquisition, (1) each share of common 
stock of BPC Holding issued and outstanding immediately prior to the effective  
time of the Acquisition was converted into the right to receive cash pursuant to
the terms of the merger agreement, and (2) each share of common stock of GS     
Berry Acquisition Corp. issued and outstanding immediately prior to the         
effective time of the Acquisition was converted into one share of common stock  
of BPC Holding. Additionally, in connection with the Acquisition, we retired all
of BPC Holding's senior secured notes and Berry Plastics' senior subordinated   
notes, repaid all amounts owed under our credit facilities, redeemed all of the 
outstanding preferred stock of BPC Holding, entered into a new credit facility  
and completed an offering of new senior subordinated notes of Berry Plastics. As
a result of the Acquisition, private equity funds affiliated with Goldman, Sachs
& Co. own approximately 63% of the outstanding common stock of BPC Holding,     
private equity funds affiliated with J.P. Morgan Chase & Co. own approximately  
29% of the outstanding common stock of BPC Holding and members of our management
own the remaining approximately 8%.                                             

The total amount of funds required to consummate the Acquisition and to pay the 
related fees and expenses was approximately $870.4 million, including retirement
all of BPC Holding's senior secured notes and Berry Plastics senior subordinated
notes, repayment of all amounts owed under our credit facilities, redemption of 
all of the outstanding preferred and common stock of BPC Holding, and other fees
and expenses related to the Acquisition. In connection with the Acquisition,    
Berry Plastics received an approximately $330 million senior secured term loan  
from a syndicate of lenders led by Goldman Sachs Credit Partners L.P., as       
administrative agent, approximately $250 million from the issuance of the notes 
to various private institutional buyers, and approximately $268.8 million in    
equity contributions from affiliates of Goldman, Sachs & Co. and certain        
existing stockholders and continuing investments from members of Berry Plastics'
management. The $330 million senior secured term loan was part of a larger      
senior secured credit facility that we entered into with a syndicate of lenders 
led by Goldman Sachs Credit Partners L.P., as administrative agent. The credit  
facility also included a $50.0 million delayed draw term loan facility and a    
$100.0 million revolving credit facility.                                       

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 USE OF PROCEEDS

This prospectus is delivered in connection with the sale of notes by Goldman,   
Sachs & Co. or J.P. Morgan Securities Inc. in market-making transactions. We    
will not receive any of the proceeds from such transaction. The net proceeds to 
us when we sold the notes on July 22, 2002, after deducting fees and expenses,  
was approximately $239.4 million. We used all of the net proceeds to fund       
payment of the consideration for, and fees and expenses relating to, the        
Acquisition.                                                                    

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CAPITALIZATION

The following table sets forth our capitalization as of March 29, 2003. This    
table should be read in conjunction with our consolidated financial statements  
and related notes included elsewhere in this prospectus.                        

                                                                [Download Table]

(DOLLARS IN THOUSANDS)                                  AS OF MARCH 29, 2003
                                                        --------------------
                                                                            
Long-term debt (including current portion thereof):                         
   10-3/4% Senior Subordinated Notes ..............          $ 250,000      
   Revolving lines of credit ......................              5,626      
   Term loans .....................................            328,350      
   Capital leases .................................             26,654      
   Nevada Industrial Revenue Bonds ................              2,500      
                                                             ---------      
     Total debt ...................................            613,130      
Stockholders equity:                                                        
   Preferred stock ................................                 --      
   Common stock ...................................                 28      
   Additional paid-in capital .....................            281,672      
   Adjustment of the carryover basis of                                     
      continuing stockholders .....................           (196,603)     
   Notes receivable - common stock ................            (14,553)     
   Treasury stock .................................                (60)     
   Retained earnings ..............................              6,258      
   Accumulated other comprehensive income .........              1,027      
                                                             ---------      
      Total stockholders' equity ..................             77,769      
                                                             ---------      
Total capitalization ..............................          $ 690,899      
                                                             =========      

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 UNAUDITED PRO FORMA FINANCIAL INFORMATION

Set forth below is the unaudited pro forma condensed consolidated statement of  
operations of BPC Holding for the year ended December 28, 2002, assuming the    
transactions described below occurred at the beginning of the year. For analysis
purposes, the results under Holding's prior ownership ("Predecessor") have been 
combined with results subsequent to the Acquisition on July 22, 2002.           

The unaudited pro forma condensed consolidated statement of operations is       
presented for informational purposes only and does not purport to represent the 
financial condition of BPC Holding had the Acquisition or the other transactions
described below occurred on December 30, 2001, or to project the results for any
future date or period.                                                          

The unaudited pro forma condensed consolidated statement of operations of BPC   
Holding give effect to the Acquisition, including the financing thereof. See    
"Management's discussion and analysis of financial condition and results of     
operations" and "The acquisition."                                              

The unaudited pro forma financial information should be read in conjunction with
the financial statements and related notes thereto included elsewhere in this   
prospectus and the information set forth in "Management's discussion and        
analysis of financial condition and results of operations."                     

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 BPC HOLDING

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 FISCAL YEAR ENDED DECEMBER 28, 2002

                                                        [Enlarge/Download Table]

                                    PREDECESSOR   COMPANY                                                    
                                    PERIOD FROM  PERIOD FROM   COMBINED    ADJUSTMENTS                       
(DOLLARS IN THOUSANDS)               12/30/01-    7/22/02-     COMPANY &     FOR THE        PRO FORMA FOR THE
                                      7/21/02     12/28/02    PREDECESSOR  ACQUISITION       THE ACQUISITION 
                                      -------     --------    -----------  -----------       --------------- 
                                                                                                             
Net sales ........................   $ 280,677    $ 213,626    $ 494,303     $      --          $ 494,303    
Cost of goods sold ...............     207,458      163,815      371,273        (3,306)(1)        367,967    
                                     ---------    ---------    ---------     ---------          ---------    
Gross profit .....................      73,219       49,811      123,030         3,306            126,336    
Total operating expenses .........      54,308       23,159       77,467       (19,857)(2)         57,610    
                                     ---------    ---------    ---------     ---------          ---------    
Operating income .................      18,911       26,652       45,563        23,163             68,726    
Other expenses ...................         291            8          299            --                299    
Interest expense, net ............      28,742       20,512       49,254        (1,375)(3)         47,879    
                                     ---------    ---------    ---------     ---------          ---------    
Income (loss) and income                                                                                     
   taxes before extraordinary item     (10,122)       6,132       (3,990)       24,538             20,548    
Income taxes .....................         345        2,953        3,298         6,565(4)           9,863    
                                     ---------    ---------    ---------     ---------          ---------    
Net income (loss) before                                                                                     
   extraordinary item ............     (10,467)       3,179       (7,288)       17,973             10,685    
Extraordinary item, net of tax ...      25,328           --       25,328       (25,328)(5)             --    
                                     ---------    ---------    ---------     ---------          ---------    
Net income (loss) ................     (35,795)       3,179      (32,616)       43,301             10,685    
Preferred stock dividends ........      (6,468)          --       (6,468)        6,468(6)              --    
Amortization of preferred stock                                                                              
   discount ......................        (574)          --         (574)          574(7)              --    
                                     ---------    ---------    ---------     ---------          ---------    
Net income (loss) attributable to                                                                            
   common stockholders ...........   $ (42,837)   $   3,179    $ (39,658)    $  50,343          $  10,685    
                                     =========    =========    =========     =========          =========    
OTHER DATA:                                                                                                  
Depreciation and amortization ....   $  24,775    $  17,190    $  41,965     $  (1,845)         $  40,120    
                                     =========    =========    =========     =========          =========    

(1)   This adjustment represents the reduction in depreciation expense as a     
     result of an independent appraisal of fixed assets in connection with the
Acquisition.                                                        

(2)   This adjustment represents (i) the elimination of expenses incurred in    
     connection with the Acquisition of ($20,987), (ii) the elimination of the
    annual management fee charged by our largest voting stockholder prior to
the Acquisition of ($331) and (iii) the inclusion of amortization of
   intangibles of $1,461 resulting from the Acquisition on a straight line
   basis over their respective lives. Goldman, Sachs & Co. and J.P. Morgan
    Chase & Co. and their respective affiliates will not receive any ongoing
annual management fee after the Acquisition.                        

(3)   This adjustment reflects in the relevant periods the elimination of the   
historical interest expense incurred on the debt being repaid in    
connection with the Acquisition, including the elimination of the   
   amortization of debt financing costs, offset by the interest expense on
    the estimated debt being incurred in connection with the Acquisition and
the amortization of deferred financing costs incurred in connection 
  therewith. This adjustment assumes an interest rate of 10 -3/4% on the
notes and an interest rate of 5 -1/4% on the term loan. The deferred
   financing costs are being amortized based on the maturity of the loans.

                                                                [Download Table]

                                                     FISCAL YEAR ENDED
(DOLLARS IN THOUSANDS)                               DECEMBER 28, 2002
                                                     -----------------
                                                                      
Elimination of historical interest expense                            
  on debt being repaid ...................               $(27,537)    
Interest on notes offered hereby .........                 15,080     
Interest on term loan ....................                  9,721     
Amortization of deferred financing costs                              
   associated with notes offered hereby ..                    565     
Amortization of deferred financing costs                              
   associated with term loan .............                    796     
                                                         --------     
Adjustment to net interest expense .......               $ (1,375)    
                                                         ========     

(4)   This adjustment reflects the additional income tax expense as a result of 
the Acquisition.                                                    

(5)   This adjustment represents the elimination of debt refinancing expenses   
incurred in connection with the Acquisition.                        

(6)   This adjustment reflects the elimination of preferred stock dividends on  
the preferred stock redeemed in connection with the Acquisition.    

(7)   This adjustment reflects the elimination of the amortization of preferred 
 stock discount on the preferred stock redeemed in connection with the
Acquisition.                                                        

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SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth Holding's selected consolidated historical       
financial data for each of the fiscal years 1998, 1999, 2000, 2001 and 2002,    
which have been derived from the consolidated financial statements of Holding   
which have been audited by Ernst & Young LLP, independent auditors and for the  
thirteen weeks ended March 30, 2002 and March 29, 2003, which is derived from   
our unaudited consolidated financial statements included elsewhere in this      
prospectus. In the opinion of management, the unaudited interim financial data  
includes all adjustments, consisting of only normal recurring adjustments,      
considered necessary for a fair presentation of this information. The results of
operations for interim periods are not necessarily indicative of the results    
that may be expected for the entire year. Holding's fiscal year is a 52/53 week 
period ending on the Saturday closest to December 31. All references herein to  
fiscal "2002," "2001," "2000," "1999," and "1998" relate to the fiscal years    
ended December 28, 2002, December 29, 2001, December 30, 2000, January 1, 2000, 
and January 2, 1999, respectively. For analysis purposes, the results under     
Holding's prior ownership ("Predecessor") have been combined with results       
subsequent to the Acquisition on July 22, 2002. The following data should be    
read in conjunction with our consolidated financial statements and related      
notes, "Management's discussion and analysis of financial condition and results 
of operations," "Unaudited pro forma financial information" and other financial 
information included elsewhere in this prospectus.                              

                                                        [Enlarge/Download Table]

                                                                    FISCAL                                                       
                                          -------------------------------------------------------------    THIRTEEN WEEKS ENDED  
                                                                                              COMBINED    -----------------------
                                                                                              COMPANY &   PREDECESSOR   COMPANY  
                                                              PREDECESSOR                    PREDECESSOR  -----------  ----------
                                          ------------------------------------------------   -----------   MARCH 30,    MARCH 29,
(DOLLARS IN THOUSANDS)                       1998         1999        2000         2001         2002         2002         2003   
                                          ---------     --------    ---------    ---------    ---------    ---------   ----------
                                                                                                               (UNAUDITED)       
                                                                                                                                 
Statement of operations data:                                                                                                    
   Net sales ...........................  $ 271,830     $328,834    $ 408,088    $ 461,659    $ 494,303   $ 122,934    $ 125,398 
   Cost of goods sold ..................    199,227      241,067      312,119      338,000      371,273      90,299       94,321 
                                          ---------     --------    ---------    ---------    ---------   ---------    --------- 
   Gross profit ........................     72,603       87,767       95,969      123,659      123,030      32,635       31,077 

    Operating expenses                                                                                                           
    Selling ............................     14,780       17,383       21,630       21,996       22,209       5,780        6,202 
    General and administrative .........     19,308       22,034       24,408       28,535       23,414       7,108        6,031 
    Research and development ...........      1,690        2,338        2,606        1,948        2,888         547          764 
    Amortization of intangibles ........      4,139        7,215       10,579       12,802        2,408         477          615 
    Merger expenses(a) .................         --           --           --           --       20,987          --           -- 
    Other expenses(a) ..................      4,084        5,148        6,639        4,911        5,561       1,116          324 
                                          ---------     --------    ---------    ---------    ---------   ---------    --------- 
    Total operating expenses ...........     44,001       54,118       65,862       70,192       77,467      15,028       13,936 
                                          ---------     --------    ---------    ---------    ---------   ---------    --------- 
   Operating income ....................     28,602       33,649       30,107       53,467       45,563      17,607       17,141 
   Other expense(b) ....................      1,865        1,416          877          473          299         144           -- 
   Interest expense, net(c) ............     34,556       40,817       51,457       54,355       49,254     (12,806)     (11,518)
                                          ---------     --------    ---------    ---------    ---------   ---------    --------- 
   Income (loss) before income taxes                                                                                             
      and extraordinary item ............    (7,819)      (8,584)     (22,227)      (1,361)      (3,990)      4,657        5,623 
   Income taxes (benefit) ..............       (249)         554         (142)         734        3,298        (109)       2,544 
                                          ---------     --------    ---------    ---------    ---------   ---------    --------- 
   Net income (loss) before extraordinary                                                                                        
      item .............................     (7,570)      (9,138)     (22,085)      (2,095)      (7,288)      4,766        3,079 
   Extraordinary item, net of tax(d) ...         --           --        1,022           --       25,328          --           -- 
                                          ---------     --------    ---------    ---------    ---------   ---------    --------- 
   Net income (loss) ...................     (7,570)      (9,138)     (23,107)      (2,095)     (32,616)      4,766        3,079 
   Preferred stock dividends ...........      3,551        3,776        6,655        9,790        6,468      (2,755)          -- 
   Amortization of preferred stock                                                                                               
      discount .........................        292          292          768        1,024          574        (256)          -- 
                                          ---------    ---------    ---------    ---------    ---------   ---------    --------- 
   Net income (loss) attributable to                                                                                             
      common stockholders ..............  $ (11,413)   $ (13,206)   $ (30,530)   $ (12,909)   $ (39,658)  $   1,755    $   3,079 
                                          ---------    ---------    ---------    ---------    ---------   ---------    --------- 
Other financial data:                                                                                                            
   Depreciation and amortization(e) ....  $  24,829    $  31,795    $  42,148    $  50,907    $  41,965   $  10,835    $  10,150 
   Cash provided by operating                                                                                                    
      activities .......................     34,131       36,001       36,106       54,348       26,440       7,489          770 
   Cash used for investing activities ..    (52,120)    (106,978)    (108,715)     (56,290)     (44,898)    (12,999)     (14,938)
   Cash provided by financing                                                                                                    
      activities .......................     17,619       71,135       72,037          580       32,381       5,609        2,566 
   Capital expenditures ................     22,595       30,738       31,530       32,834       28,683       9,801       10,080 
   Ratio of earnings to fixed charges(f)         --           --           --           --           --         1.4          1.5 

Balance sheet data (at end of period):                                                                                           
   Working capital .....................  $   4,762    $  10,527    $  20,470    $  19,327    $  64,201   $  28,832    $  68,369 
   Property and equipment, net .........    120,005      146,792      179,804      203,217      193,132     206,944      196,504 
   Total assets ........................    255,317      340,807      413,122      446,876      760,576     464,246      762,880 
   Total debt ..........................    323,298      403,989      468,806      485,881      609,943     492,581      613,130 

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----------                                                                      

(a)   Operating expenses include business and machine integration expenses of   
  $1,272 related to the businesses acquired in 1997, plant consolidation
      expenses of $2,370 and $191 related to the shutdown of the Anderson, South
Carolina and Reno, Nevada facilities, and start-up expenses of $251 
   related to acquired businesses during fiscal 1998; business and machine
   integration expenses of $3,647 related to recent acquisitions and plant
consolidation expenses of $1,501 related to the shutdown and        
 reorganization of facilities during fiscal 1999; business and machine
     integration expenses of $2,237 related to recent acquisitions, litigation
   expenses of $700 related to a drink cup patent, and plant consolidation
expenses of $3,702 related to the shutdown and reorganization of    
    facilities during fiscal 2000; business and machine integration expenses
      of $2,690 related to recent acquisitions, and plant consolidation expenses
     of $2,221 related to the shutdown and reorganization of facilities during
    fiscal 2001; business and machine integration expenses of $1,353 related
     to recent acquisitions, plant consolidation expenses of $3,992 related to
the shutdown and reorganization of facilities, $216 related to an   
  uncompleted acquisition, and $20,987 related to the Acquisition during
    fiscal 2002; integration expenses of $178 related to recent acquisitions
    and plant consolidation expenses of $938 during the thirteen weeks ended
March 30, 2002; and plant consolidation expenses of $322 during the 
thirteen weeks ended March 29, 2003.                                

(b)   Other expenses consist of net losses on disposal of property and equipment
for the respective years.                                           

(c)   Includes non-cash interest expense of $14,824, $15,567, $18,047, $11,268  
    and $2,476, in fiscal 1998, 1999, 2000, 2001 and 2002, respectively, and
   $631 and $407 for the thirteen weeks ended March 30, 2002 and March 29,
2003, respectively.                                                 

(d)   As a result of the retirement of all of the BPC Holding's senior secured  
    notes and Berry Plastics' senior subordinated notes and the repayment of
all amounts owed under the credit facility in connection with the   
   Acquisition, $6.6 million of existing deferred financing fees and $18.7
     million of prepayment fees and related charges were charged to expense in
2002 as an extraordinary item. Extraordinary item in 2000 relates to
  deferred financing fees written off as a result of amending the senior
credit facility.                                                    

(e)   Depreciation and amortization excludes non-cash amortization of deferred  
     financing fees and debt premium discount amortization, which are included
in interest expense.                                                

(f)   For purposes of calculating the ratio of earnings to fixed charges,       
     "earnings" represent net income (loss) before extraordinary items. "Fixed
charges" consist of interest expense, including amortization of debt
      issuance costs and that portion of rental expenses which we consider to be
a reasonable approximation of the interest factor of operating lease
   payments. For fiscal 1998, 1999, 2000, 2001 and 2002, our fixed charges
exceeded our earnings by $7,042, $7,137, $20,520, $772 and $3,146,  
respectively.                                                       

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 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
 OF OPERATIONS

You should read the following discussion of our financial condition and results 
of operations with our consolidated financial statements and related notes      
included elsewhere in this prospectus. This discussion contains forward-looking 
statements and involves numerous risks and uncertainties, including, but not    
limited to, those described in the "Risk factors" section of this prospectus.   
Our actual results may differ materially from those contained in any            
forward-looking statements. For analysis purposes, the results under Holding's  
prior ownership ("Predecessor") have been combined with results subsequent to   
the merger on July 22, 2002 described below.                                    

On July 22, 2002, GS Berry Acquisition Corp., a newly formed entity controlled  
by various private equity funds affiliated with Goldman, Sachs & Co., merged    
with and into BPC Holding with BPC Holding continuing as the surviving          
corporation. At the effective time of the Acquisition, (1) each share of common 
stock of BPC Holding issued and outstanding immediately prior to the effective  
time of the Acquisition was converted into the right to receive cash pursuant to
the terms of the merger agreement, and (2) each share of common stock of GS     
Berry Acquisition Corp. issued and outstanding immediately prior to the         
effective time of the Acquisition was converted into one share of common stock  
of BPC Holding. Additionally, in connection with the Acquisition, we retired all
of BPC Holding's senior secured notes and Berry Plastics' senior subordinated   
notes, repaid all amounts owed under our credit facilities, redeemed all of the 
outstanding preferred stock of BPC Holding, entered into a new credit facility  
and completed an offering of new senior subordinated notes of Berry Plastics. As
a result of the Acquisition, private equity funds affiliated with Goldman, Sachs
& Co. own approximately 63% of the outstanding common stock of BPC Holding,     
private equity funds affiliated with J.P. Morgan Chase & Co. own approximately  
29% of the outstanding common stock of BPC Holding and members of our management
own the remaining approximately 8%.                                             

CRITICAL ACCOUNTING POLICIES                                                    

We disclose those accounting policies that we consider to be significant in     
determining the amounts to be utilized for communicating our consolidated       
financial position, results of operations and cash flows in the second note to  
our consolidated financial statements included elsewhere herein. Our discussion 
and analysis of our financial condition and results of operations are based on  
our consolidated financial statements, which have been prepared in accordance   
with accounting principles generally accepted in the United States. The         
preparation of financial statements in conformity with these principles requires
management to make estimates and assumptions that affect amounts reported in the
financial statements and accompanying notes. Actual results are likely to differ
from these estimates, but management does not believe such differences will     
materially affect our financial position or results of operations. We believe   
that the following accounting policies are the most critical because they have  
the greatest impact on the presentation of our financial condition and results  
of operations.                                                                  

Accounts receivable. We evaluate our allowance for doubtful accounts on a       
quarterly basis and review any significant customers with delinquent balances to
determine future collectibility. We base our determinations on legal issues     
(such as bankruptcy status), past history, current financial and credit agency  
reports, and the experience of our credit representatives. We reserve accounts  
that we deem to be uncollectible in the quarter in which we make the            
determination. We maintain additional reserves based on our historical bad debt 
experience. We believe, based on past history and our credit policies, that the 
net accounts receivable are of good quality.                                    

Medical insurance. We offer our employees medical insurance that is primarily   
self-insured by us. As a result, we accrue a liability for known claims as well 
as the estimated amount of expected claims incurred but not reported. We        
evaluate our medical claims liability on a quarterly basis and obtain an        
independent actuarial analysis on an annual basis. We accrue as a liability     
expected claims incurred but not reported and any known claims. Based on our    
analysis, we believe that our recorded medical claims liability is sufficient.  
Our accrued liability for medical claims was $1.5 million, including reserves   
for expected medical claims incurred but not reported, as of March 29, 2003.    

Workers' compensation insurance. Starting in fiscal 2000, we converted the      
majority of our facilities to a large deductible program for workers'           
compensation insurance. On a quarterly basis, we evaluate our liability based on
third-party adjusters' independent analyses by claim. Based on our analysis, we 
believe that our recorded workers' compensation liability is sufficient. Our    
accrued liability for workers' compensation claims was $1.5 million as of       
March 29, 2003.                                                                 

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Revenue recognition. Revenue from sales of products is recognized at the time   
product is shipped to the customer at which time title and risk of ownership    
transfer to the purchaser.                                                      

Based on a critical assessment of our accounting policies and the underlying    
judgments and uncertainties affecting the application of those policies, we     
believe that our consolidated financial statements provide a meaningful and fair
perspective of BPC Holding and its consolidated subsidiaries. This is not to    
suggest that other risk factors such as changes in economic conditions, changes 
in material costs and others could not adversely impact our consolidated        
financial position, results of operations and cash flows in future periods.     

ACQUISITIONS                                                                    

We maintain a selective and disciplined acquisition strategy, which is focused  
on improving our financial performance in the long-term, enhancing our market   
positions and expanding our product lines or, in some cases, providing us with a
new or complementary product line. We have historically acquired businesses with
profit margins that are lower than that of our existing business, which results 
in a temporary decrease in our margins. We have historically achieved           
significant reductions in manufacturing and overhead costs of acquired companies
by introducing advanced manufacturing processes, exiting low-margin businesses  
or product lines, reducing headcount, rationalizing facilities and machinery,   
applying best practices and capitalizing on economies of scale. In connection   
with our acquisitions, we have in the past and may in the future incur charges  
related to these reductions and rationalizations. For purposes of this          
prospectus, "CCL" refers to the acquisition of the threaded injection molded    
closure assets from CCL Plastics Packaging in 2003; "Mount Vernon" refers to the
acquisition of the injection molding assets from Mount Vernon Plastics          
Corporation in 2002; "Pescor" refers to the acquisition of Pescor Plastics, Inc.
in 2001; "Poly-Seal" refers to the acquisition of Poly-Seal Corporation in 2000;
"Capsol" refers to the acquisition of Capsol S.p.a. in 2000; and "Cardinal"     
refers to the acquisition of CPI Holding Corporation, the parent company of     
Cardinal Packaging, Inc. in 1999.                                               

RESULTS OF OPERATIONS                                                           

COMPARISON OF THE 13 WEEKS ENDED MARCH 29, 2003 TO THE 13 WEEKS ENDED           
MARCH 30, 2002                                                                  

Net Sales. Net sales increased $2.5 million, or 2%, to $125.4 million for the   
thirteen weeks ended March 29, 2003 from $122.9 million for the thirteen weeks  
ended March 30, 2002 with an approximate 3% increase in net selling price.      
Container net sales increased $3.4 million from the thirteen weeks ended March  
30, 2002 to $61.6 million for the thirteen weeks ended March 29, 2003 primarily 
as a result of increased selling prices and growth in the specialty product     
line. Closure net sales increased $1.6 million from the thirteen weeks ended    
March 30, 2002 to $35.1 million with the CCL acquisition providing net sales of 
$0.7 million in the thirteen weeks ended March 29, 2003. Consumer products net  
sales for the thirteen weeks ended March 29, 2003 were $28.7 million compared to
$31.3 million in the thirteen weeks ended March 30, 2002. This $2.6 million     
decrease can be attributed to a $5.0 million sale of specialty drink cups prior 
to the start of the drink cup season in the thirteen weeks ended March 30, 2002 
partially offset by increased sales from thermoformed drink cups.               

Gross Profit. Gross profit decreased by $1.5 million to $31.1 million (25% of   
net sales) for the thirteen weeks ended March 29, 2003 from $32.6 million (27%  
of net sales) for the thirteen weeks ended March 30, 2002. This decrease of 5%  
can be primarily attributable to the effects of net selling prices and raw      
material costs partially offset by the combined impact of the additional sales  
volume, acquisition integration and productivity improvement initiatives. We    
have continued to consolidate products and business of recent acquisitions to   
the most efficient tooling, providing customers with improved products and      
customer service. As part of the integration, we removed molding operations from
our Fort Worth, Texas facility, which was acquired in the Pescor acquisition.   
Subsequently, in the fourth quarter of 2002, the Fort Worth facility was closed 
in our continued effort to reduce costs and provide improved customer service.  
The business from this location was distributed throughout our facilities. Also,
significant productivity improvements were made since the thirteen weeks ended  
March 30, 2002, including the addition of state-of-the-art injection molding    
equipment, molds and printing equipment at several of our facilities.           

Operating Expenses. Selling expenses increased by $0.4 million to $6.2 million  
for the thirteen weeks ended March 29, 2003 from $5.8 million for the thirteen  
weeks ended March 30, 2002 principally as a result of the increased revenue.    
General and administrative expenses decreased from $7.1 million for the thirteen
weeks ended March 30, 2002 to $6.0 million for the thirteen weeks ended March   
29, 2003. This decrease of $1.1 million is primarily attributable to decreased  
accrued bonus expenses. Research and development expenses increased by $0.3     
million to $0.8 million in the thirteen weeks ended March 29, 2003 primarily as 
a result of legal costs associated with patents and licenses. Amortization of   
intangibles increased $0.1 million from $0.5 million in the thirteen weeks ended
March 30, 2002 as a result of additional intangible assets resulting from the   
Acquisition. During the thirteen weeks ended March 29, 2003, transition expenses
were $0.3 million related to the shutdown and reorganization of facilities. In  
the thirteen weeks ended March 30, 2002, transition expenses were $0.2 million  
related to acquisitions and $0.9 million related to the shutdown and            
reorganization of facilities.                                                   

Interest Expense, Net. Net interest expense decreased $1.3 million to $11.5     
million for the thirteen weeks ended March 29, 2003 compared to $12.8 million   
for the thirteen weeks ended March 30, 2002 primarily due to decreased rates of 
interest on borrowings.                                                         

Income Taxes. For the thirteen weeks ended March 29, 2003, we recorded income   
tax expense of $2.5 million compared to an income tax benefit of $0.1 million   
for the thirteen weeks ended March 30, 2002. The increase of $2.6 million can be
attributed to the Acquisition as the use of net operating loss carryforwards is 
recorded as a reduction to goodwill as compared to a credit to income tax       
expense in the thirteen weeks ended March 30, 2002. As a result of the          
Acquisition, the amount of the net operating loss carryforward which can be used
in any given year will be limited to approximately $12 million.                 

Net Income. Net income is $3.1 million for the thirteen weeks ended March 29,   
2003 compared to $4.8 million for the thirteen weeks ended March 30, 2002 for   
the reasons discussed above.                                                    

COMPARISON OF THE YEAR ENDED DECEMBER 28, 2002 TO THE YEAR ENDED DECEMBER 29,   
2001                                                                            

Net Sales. Net sales increased 7% to $494.3 million in 2002, up $32.6 million   
from $461.7 million in 2001, despite an approximate 2% decrease in net selling  
price due to cyclical impact of lower resin costs. Container net sales increased
$16.0 million to $250.4 million, of which approximately $11.5 million was       
attributable to the Mount Vernon acquisition. The remaining increase of $4.5    
million is primarily attributed to new retail dairy and polypropylene business. 
Closure net sales increased $1.5 million to $133.9 million primarily due to new 
business partially offset by the shedding of low margin business in our Norwich,
England facility. Consumer products net sales increased $15.1 million to $110.0 
million in 2002 primarily as a result of the Pescor acquisition and increased   
sales from the thermoformed drink cup line.                                     

Gross Profit. Gross profit decreased $0.7 million from $123.7 million, or 27% of
net sales, in 2001 to $123.0 million, or 25% of net sales, in 2002. This        
decrease of 2% includes the combined impact of the added Pescor and Mount Vernon
sales volume, the effect of net selling prices and raw material costs,          
acquisition integration and productivity improvement initiatives. The margin    
percentage of the acquired division of Mount Vernon was, for 2002 and           
historically, significantly less than our overall gross margin thereby reducing 
the consolidated margin, however, we expect the margin percentage of this       
acquired business to increase as it becomes more fully integrated. We have      
continued to consolidate products and business of recent acquisitions to the    
most efficient tooling, providing customers with improved products and customer 
service. As part of the integration, we removed molding operations from our Fort
Worth, Texas facility, which was acquired in the Pescor acquisition.            
Subsequently, in the fourth quarter of 2002, the Fort Worth facility was closed 
in our continued effort to reduce costs and provide improved customer service.  
The business from this location was distributed throughout our facilities. Also,
significant productivity improvements were made during the year, including the  
addition of state-of-the-art injection molding equipment, molds and printing    
equipment at several of our facilities.                                         

Operating Expenses. Selling expenses increased $0.2 million to $22.1 million in 
2002 as a result of increased sales partially offset by continued cost reduction
efforts. General and administrative expenses decreased $5.1 million to $23.4    
million in 2002 primarily as a result of decreased accrued bonus expenses and   
cost reduction efforts. Research and development costs increased $1.0 million to
$2.9 million in 2002 primarily as a result of an increase in projects under     
development and legal costs associated with patents and licenses. Intangible    
asset amortization decreased to $2.4 million in 2002 from $12.8 million for     
2001, primarily as a result of the implementation in 2002 of SFAS No. 142, which
eliminates the amortization of goodwill. In connection with the Acquisition, the
Predecessor incurred Acquisition related expenses of approximately $21.0        
million, consisting primarily of investment banking fees, bonuses to management,
non-cash modification of stock option awards, legal costs and financial and     
management consulting fees paid to an affiliate of the largest voting           
stockholder of the Predecessor. Other expenses were $5.6                        

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million for 2002 compared to $4.9 million for 2001. Other expenses in 2002      
include one-time transition expenses of $1.3 million related to recently        
acquired businesses, $4.1 million related to the shutdown and reorganization of 
facilities, and $0.2 million related to an acquisition that was not completed.  
Other expenses in 2001 include one-time transition expenses of $2.7 million     
related to recently acquired businesses and $2.2 million related to the shutdown
and reorganization of facilities.                                               

Interest Expense, Net. Net interest expense, including amortization of deferred 
financing costs, for 2002 was $49.3 million, or 10% of net sales, compared to   
$54.4 million, or 12% of net sales, in 2001, a decrease of $5.1 million. This   
decrease is primarily attributed to decreased rates of interest on borrowings.  
Cash interest paid in 2002 was $40.8 million as compared to $44.2 million for   
2001.                                                                           

Income Taxes. During 2002, we recorded an expense of $3.3 million for income    
taxes compared to $0.7 million for 2001. We continue to operate in a net        
operating loss carryforward position for federal income tax purposes.           

Extraordinary Item. As a result of extinguishing our debt in connection with the
Acquisition, $6.6 million of existing deferred financing fees and $18.7 million 
of prepayment fees and related charges were charged to expense in 2002 as an    
extraordinary item.                                                             

Net Loss. We recorded a net loss of $32.6 million in 2002 compared to a $2.1    
million net loss in 2001 for the reasons discussed above.                       

COMPARISON OF THE YEAR ENDED DECEMBER 29, 2001 TO THE YEAR ENDED DECEMBER 30,   
2000                                                                            

Net Sales. Net sales increased 13% to $461.7 million in 2001, up $53.6 million  
from $408.1 million in 2000, including an approximate 1% increase in net selling
price. Container net sales increased $3.2 million, primarily due to a large     
promotion in 2001. Closure net sales increased $20.2 million with the Poly-Seal 
acquisition and Capsol acquisition representing $25.4 million of the increase,  
partially offset by a general slowdown in the market. Consumer products net     
sales increased $30.2 million in 2001 primarily as a result of the Pescor       
acquisition which contributed 2001 net sales of approximately $19.9 million,    
continued strong demand in the retail housewares market, and the introduction of
a thermoformed drink cup line.                                                  

Gross Profit. Gross profit increased $27.7 million from $96.0 million, 24% of   
net sales, in 2000 to $123.7 million, 27% of net sales, in 2001. This increase  
of 29% includes the combined impact of the added Poly-Seal, Capsol, and Pescor  
sales volume, the effect of net selling prices and decreases in raw material    
costs, acquisition integration, and productivity improvement initiatives. The 1%
increase in net selling price was primarily the result of partially recovering  
raw material costs increases incurred in 2000. In addition, we continued to     
consolidate the products and businesses of recent acquisitions to the most      
efficient tooling, providing customers with improved products and customer      
service. As part of the integration, we closed our York, Pennsylvania facility  
and removed remaining production from our Minneapolis, Minnesota facility       
(acquired in the Cardinal acquisition) in the fourth quarter of 2000. Also, in  
the fourth quarter of 2001, we removed molding operations from our Fort Worth,  
Texas facility (acquired in the Pescor acquisition). The business from these    
locations was distributed throughout our facilities. Also, significant          
productivity improvements were made during the year, including the addition of  
state-of-the-art injection-molding equipment, molds and decorating equipment at 
several of our facilities. We achieved additional cost reductions through our   
realignment in the third quarter of 2000 from a functional based organization to
a divisional structure. This realignment has enabled us to reduce personnel     
costs and improve employee productivity.                                        

Operating Expenses. Selling expenses increased $0.4 million as a result of      
acquired businesses partially offset by savings from the organizational         
realignment in the third quarter of 2000. General and administrative expenses   
increased $4.1 million in 2001 primarily as a result of acquired businesses and 
increased accrued bonus expenses partially offset by savings from the           
organizational realignment in the third quarter of 2000. Research and           
development costs decreased $0.7 million to $1.9 million in 2001 primarily as a 
result of savings from the organizational realignment in the third quarter of   
2000. Intangible asset amortization increased from $10.6 million in 2000 to     
$12.8 million for 2001, primarily as a result of the amortization of goodwill   
ascribed to acquired companies in 2000 and 2001. Other expenses were $4.9       
million for 2001 compared to $6.6 million for 2000. Other expenses in 2001      
include one-time transition expenses of $2.7 million related to recently        
acquired businesses and $2.2 million related to the shutdown and reorganization 
of facilities. Other expenses in 2000 include one-time transition expenses of   
$2.2 million related to recent acquisitions, $3.7 million related to the        
shutdown and reorganization of facilities and $0.7 million of litigation        
expenses related to a drink cup patent.                                         

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Interest Expense, Net. Net interest expense, including amortization of deferred 
financing costs for 2001, was $54.4 million or 12% of net sales, compared to    
$51.5 million, or 13% of net sales, in 2000, an increase of $2.9 million. This  
increase was attributed to interest on borrowings related to the acquired       
businesses in 2000 and 2001 but was offset partially by principal reductions.   
Cash interest paid in 2001 was $44.2 million as compared to $32.8 million for   
2000.                                                                           

Income Taxes. During fiscal 2001, we recorded an expense of $0.7 million for    
income taxes compared to a benefit of $0.1 million for fiscal 2000. We continue 
to operate in a net operating loss carryforward position for federal income tax 
purposes.                                                                       

Extraordinary Item. As a result of amending our senior credit facility, $1.0    
million of deferred financing fees related to the facility was charged to       
expense in 2000 as an extraordinary item.                                       

Net Loss. We recorded a net loss of $2.1 million in 2001 compared to a $23.1    
million net loss in 2000 for the reasons stated above.                          

INCOME TAX MATTERS                                                              

As of December 28, 2002, Holding has unused operating loss carryforwards of     
$72.3 million for federal income tax purposes which begin to expire in 2010.    
Alternative minimum tax credit carryforwards of approximately $3.1 million are  
available to Holding indefinitely to reduce future years' federal income taxes. 
As a result of the Acquisition, the amount of the carryforward which can be used
in any given year will be limited to approximately $12.0 million.               

LIQUIDITY AND CAPITAL RESOURCES                                                 

On July 22, 2002, we entered into a credit and guaranty agreement and a related 
pledge security agreement with a syndicate of lenders led by Goldman Sachs      
Credit Partners L.P., as administrative agent. Our senior secured credit        
facility is comprised of (1) a $330.0 million term loan, (2) a $50.0 million    
delayed draw term loan facility, and (3) a $100.0 million revolving credit      
facility. The maturity date of the term loan is July 22, 2010, and the maturity 
date of the revolving credit facility and delayed draw term loan facility is    
July 22, 2008. The term loan was funded on the closing date of the Acquisition  
and the proceeds were used in connection with the Acquisition to pay the cash   
consideration payable to stockholders, the costs of prepaying our indebtedness  
and the transaction costs incurred in connection therewith. Amounts available   
under the delayed draw term loan facility may be borrowed (but not reborrowed)  
during the 18-month period beginning on July 22, 2002, provided that certain    
financial covenants are satisfied and no default or event of default exists at  
the time of borrowing. Delayed draw term loans may only be made in connection   
with permitted acquisitions. The indebtedness under our senior secured credit   
facility is guaranteed by BPC Holding and all of its domestic subsidiaries. The 
obligations of Berry Plastics under the senior secured credit facility and the  
guarantees thereof are secured by substantially all of the assets of such       
entities. At March 29, 2003, there were no borrowings outstanding on the delayed
draw term loan facility.                                                        

Borrowings under our senior secured credit facility bear interest, at our       
option, at either (1) the base rate, which is a rate per annum equal to the     
greater of the prime rate and the federal funds effective rate in effect on the 
date of determination plus 0.50% plus the applicable margin, the Base Rate      
Loans, or (2) an adjusted Eurodollar Rate which is equal to the rate for        
Eurodollar deposits plus the applicable margin, the Eurodollar Rate Loans. For  
the term loan, the applicable margin is (1) with respect to Base Rate Loans,    
2.00% per annum and (2) with respect to Eurodollar Rate Loans, 3.00% per annum. 
For Eurodollar Rate Loans under the delayed draw term loan facility and the     
revolving credit facility, the applicable margin is initially 2.75% per annum.  
The applicable margin for Eurodollar Rate Loans will range from 2.75% per annum 
to 2.00% per annum, depending on our leverage ratio. The applicable margin with 
respect to Base Rate Loans will always be 1.00% per annum less than the         
applicable margin for Eurodollar Rate Loans. Interest is payable quarterly for  
Base Rate Loans and at the end of the applicable interest period for all        
Eurodollar Rate Loans. The interest rate applicable to overdue payments and to  
outstanding amounts following an event of default under our senior secured      
credit facility is equal to the interest rate at the time of an event of default
plus 2.00%. We also pay commitment fees ranging from 0.375% per annum to 0.75%  
per annum on the average daily unused portion of the delayed draw term loan     
facility and revolving credit facility. In October 2002, pursuant to a          
requirement in the senior secured credit facility we entered into an interest   
rate swap agreement with Goldman Sachs Capital Markets, L.P., which applies to  
$50.0 million of the term loans and protects both parties against fluctuations  
in interest rates. Under the interest rate swap agreement, the Eurodollar rate  
with respect to $50.0 million of the outstanding principal amount of the term   
loan will not exceed 6.75% or drop below 1.97%.                                 

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Our senior secured credit facility contains significant financial and operating 
covenants, including prohibitions on our ability to incur certain additional    
indebtedness or to pay dividends, and restrictions on our ability to make       
capital expenditures and investments and dispose of assets or consummate        
acquisitions. The occurrence of a default, an event of default or a material    
adverse effect on Berry Plastics would result in our inability to obtain further
borrowings under our revolving credit facility and could also result in the     
acceleration of our obligations under any or all of our debt agreements, each of
which could materially and adversely affect our business. We were in compliance 
with all of the financial and operating covenants at March 29, 2003.            

The term loan amortizes quarterly as follows: $825,000 each quarter beginning   
September 30, 2002 and ending June 30, 2009 and $76,725,000 each quarter        
beginning September 30, 2009 and ending June 30, 2010. The delayed draw term    
loan facility will amortize quarterly commencing March 31, 2004 based on the    
amounts outstanding as of that date as follows: (1) 2% per quarter in 2004, (2) 
4% per quarter in 2005, (3) 6 % per quarter in 2006, (4) 8% per quarter in 2007 
and (5) 10% per quarter in each of the first two quarters in 2008. Borrowings   
under our senior secured credit facility are subject to mandatory prepayment    
under specified circumstances, including if we meet certain cash flow           
thresholds, collect insurance proceeds in excess of certain thresholds, issue   
equity securities or debt or sell assets not in the ordinary course of business,
or upon a sale or change of control of the company. There is no required        
amortization of the revolving credit facility. Outstanding borrowings under the 
revolving credit facility may be repaid at any time, and may be reborrowed at   
any time prior to the maturity date which is on July 22, 2008. The revolving    
credit facility allows up to $15 million of letters of credit to be issued      
instead of borrowings under the revolving credit facility and up to $10 million 
of swingline loans.                                                             

On July 22, 2002, we completed an offering of $250.0 million aggregate principal
amount of the notes. The net proceeds to us from the sale of the notes, after   
expenses, were $239.4 million. The proceeds from the notes were used in the     
financing of the Acquisition. The notes mature on July 15, 2012, and interest is
payable semi-annually on January 15 and July 15 of each year beginning January  
15, 2003. BPC Holding and all of our domestic subsidiaries fully, jointly,      
severally, and unconditionally guarantee the notes. We are not required to make 
mandatory redemption or sinking fund payments with respect to the notes. On or  
subsequent to July 15, 2007, the notes may be redeemed at our option, in whole  
or in part, at redemption prices ranging from 105.375% in 2007 to 100% in 2010  
and thereafter. Prior to July 15, 2005, up to 35% of the notes may be redeemed  
at 110.75% of the principal amount at our option in connection with an equity   
offering. Upon a change in control, as defined in the indenture entered into in 
connection with the notes, each holder of notes will have the right to require  
us to repurchase all or any part of such holder's notes at a repurchase price in
cash equal to 101% of the aggregate principal amount thereof plus accrued       
interest. The indenture restricts our ability to incur additional debt and      
contains other provisions which could limit our liquidity.                      

Our contractual cash obligations as of December 28, 2002 are summarized in the  
following table.                                                                

                                                        [Enlarge/Download Table]

                                                         PAYMENTS DUE BY PERIOD AT DECEMBER 28, 2002                
                                    --------------------------------------------------------------------------------
                                                         < 1              1-3               4-5                > 5  
(DOLLARS IN THOUSANDS)               TOTAL              YEAR             YEARS             YEARS              YEARS 
                                     -----              ----             -----             -----              ----- 
                                                                                                                    
Long-term debt, excluding capital                                                                                   
   leases ........................  $582,367          $  3,800          $  7,600          $  7,600          $563,367
Capital leases ...................    33,101             6,416            12,437             5,559             8,689
Operating leases .................    19,221             6,925             9,186             3,110                --
Other long-term obligations ......     1,285             1,281                 4                --                --
                                    --------          --------          --------          --------          --------
Total contractual cash obligations  $635,974          $ 18,422          $ 29,227          $ 16,269          $572,056
                                    ========          ========          ========          ========          ========

Net cash provided by operating activities was $0.8 million for the thirteen     
weeks ended March 29, 2003 compared to $7.5 million for the thirteen weeks ended
March 30, 2002. The decrease of $6.7 million is primarily the result of timing  
of interest payments on our subordinated debt.                                  

Net cash used by investing activities increased by $1.9 million to $14.9 million
for the thirteen weeks ended March 29, 2003 from $13.0 million for the thirteen 
weeks ended March 30, 2002 primarily due to the difference in price of the      
acquisition of assets from CCL in the thirteen weeks ended March 29, 2003 and   
the Mount Vernon acquisition in the thirteen weeks ended March 30, 2002. Capital
spending of $10.1 million for the thirteen weeks ended March 29, 2003 represents
an increase of $0.3 million from the thirteen weeks ended March 30, 2002. The   
capital spending during the thirteen weeks ended March 29, 2003 included $0.4   
million for buildings and systems, $4.3 million for molds, $3.8 million for     
molding and printing machines, and $1.6 million for accessory equipment and     
systems.                                                                        

Net cash provided by financing activities was $2.6 million for the thirteen     
weeks ended March 29, 2003 compared to $5.6 million for the thirteen weeks ended
March 30, 2002. The decrease of $3.0 million can be primarily attributed to     
decreased borrowings.                                                           

Net cash provided by operating activities was $26.6 million in 2002 as compared 
to $54.3 million in 2001. This decrease of $27.7 million can be primarily       
attributed to expenses incurred in connection with the Acquisition. Net cash    
provided by operating activities was $36.1 million in 2000. The increase in 2001
was primarily the result of improved operating performance as our net loss plus 
non-cash expenses improved $21.8 million.                                       

Net cash used for investing activities decreased from $56.3 million in 2001 to  
$44.9 million in 2002 primarily as a result of the Pescor acquisition in 2001.  
Capital expenditures in 2002 were $28.6 million, a decrease of $4.2 million from
$32.8 million in 2000. Capital expenditures in 2002 included investments of $1.6
million for facility renovations, production systems and offices necessary to   
support production operating levels throughout the company, $12.6 million for   
molds, $7.9 million for molding and printing machines, and $6.5 million for     
accessory equipment and systems. The capital expenditure budget for 2003 is     
expected to be $36.3 million. Net cash used for investing activities was $108.7 
million in 2000 compared to the $56.3 million in 2001. This decrease can be     
primarily attributed to the Poly-Seal acquisition in 2000.                      

Net cash provided by financing activities was $32.4 million in 2002 as compared 
to $0.6 million in 2001. The increase of $31.8 million can be primarily         
attributed to the Acquisition. Net cash provided by financing activities was    
$0.6 million in 2001 as compared to $72.0 million in 2000. The decrease of $71.4
million can be primarily attributed to reduced acquisition related activities as
noted above.                                                                    

Increased working capital needs occur whenever we experience strong incremental 
demand or a significant rise in the cost of raw material, particularly plastic  
resin. However, we anticipate that our cash interest, working capital and       
capital expenditure requirements for 2003 will be satisfied through a           
combination of funds generated from operating activities and cash on hand,      

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together with funds available under our senior secured credit facility. We base 
this belief on historical experience and the substantial funds available under  
our senior secured credit facility. However, we cannot predict our future       
results of operations. At March 29, 2003, our cash balance was $4.0 million, and
we had unused borrowing capacity under the senior secured credit facility's     
revolving line of credit of $85.5 million. However, the covenants under our     
senior secured credit facility may limit our ability to make such borrowings and
as of March 29, 2003, we could have borrowed $24.8 million.                     

Our ability to make payments on and to refinance our indebtedness, including the
notes, and to fund planned capital expenditures and research and development    
efforts will depend on our ability to generate cash in the future. This is      
subject to general economic, financial, competitive, legislative, regulatory and
other factors that are beyond our control as well as factors described under    
"Risk factors." We may need to refinance all or a portion of our indebtedness,  
including the notes, on or before maturity. We may not be able to refinance any 
of our indebtedness, including our senior secured credit facilities and the     
notes, on commercially reasonable terms or at all.                              

RECENT ACCOUNTING PRONOUNCEMENTS                                                

In April 2002, the Financial Accounting Standards Board (''FASB'') issued       
Statement of Financial Accounting Standards No. 145, Rescission of FASB         
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical   
Corrections (SFAS No. 145). Upon the adoption of SFAS No. 145, all gains and    
losses on the extinguishment of debt for periods presented in the financial     
statements will be classified as extraordinary items only if they meet the      
criteria in APB Opinion No. 30, Reporting the Results of Operations - Reporting 
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual  
and Infrequently Occurring Events and Transactions (APB No. 30). The provisions 
of SFAS No. 145 related to the rescission of FASB Statement No. 4 and FASB      
Statement No. 64 shall be applied for fiscal years beginning after May 15, 2002.
As a result, the company will reclassify the extraordinary item in              

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the Statements of Operations to continuing operations in its 2003 third quarter 
financial statements. Any gain or loss on extinguishment of debt that was       
classified as an extraordinary item in prior periods presented that does not    
meet the criteria in Opinion 30 for classification as an extraordinary item must
be reclassified. The provisions of SFAS No. 145 related to the rescission of    
FASB Statement No. 44, the amendment of FASB Statement No. 13 and Technical     
Corrections became effective as of May 15, 2002 and did not have a material     
impact on the Company.                                                          

In June 2002, the FASB issued Statement of Financial Accounting Standards No.   
146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS No. 
146). SFAS No. 146 nullifies Emerging Issues Task Force (EITF) Issue No, 94-3,  
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS
No. 146 generally requires companies to recognize costs associated with exit    
activities when they are incurred rather than at the date of a commitment to an 
exit or disposal plan and is to be applied prospectively to exit or disposal    
activities initiated after December 31, 2002. The initial adoption of this      
statement did not have a material impact on the company.                        

On April 30, 2003, the FASB issued Statement of Financial Accounting Standards  
No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging       
Activities ("SFAS No. 149"). SFAS No. 149 amends and clarifies accounting for   
derivative instruments, including certain derivative instruments embedded in    
other contracts, and for hedging activities under Statement 133 and is to be    
applied prospectively to contracts entered into or modified after June 30, 2003.
The company is currently evaluating the effects, if any, that this standard will
have on its results of operations and financial position.                       

In November 2002, the FASB issued FASB Interpretation (FIN) 45, "Guarantor's    
Accounting and Disclosure Requirements for Guarantees, Including Indirect       
Guarantees of Indebtedness of Others." Interpretation No. 45 requires certain   
guarantees to be recorded at fair value and requires a guarantor to make        
significant new disclosures, even when the likelihood of making any payments    
under the guarantee is remote. Interpretation No. 45's initial recognition and  
initial measurement provisions are applicable on a prospective basis to         
guarantees issued or modified after December 31, 2002; however, its disclosure  
requirements are effective for financial statements of interim or annual periods
ending after December 15, 2002. The interpretation had no effect on the         
company's results of operations or financial position for the current year. The 
company will continue to evaluate what effect, if any, the recognition and      
measurement provisions will have on its financial statements and related        
disclosures in future periods.                                                  

In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest    
Entities". FIN 46 defines a variable interest entity (VIE) as a corporation,    
partnership, trust, or any other legal structure that does not have equity      
investors with a controlling financial interest or has equity investors that do 
not provide sufficient financial resources for the entity to support its        
activities. FIN 46 requires consolidation of a VIE by the primary beneficiary of
the assets, liabilities, and results of activities. FIN 46 also requires certain
disclosures by all holders of a significant variable interest in a VIE that are 
not the primary beneficiary. The company does not have any investments in VIE's;
therefore, the adoption of this interpretation has had no impact on the         
company's results of operations or financial position.                          

INFLATION                                                                       

We believe that we are not affected by inflation except to the extent that the  
economy in general is thereby affected. Should inflationary pressures drive     
costs higher, we believe that general industry competitive price increases would
sustain operating results, although we can give you no assurance that this will 
be the case.                                                                    

SEASONALITY                                                                     

Our business is somewhat seasonal with a higher percentage of our sales         
generally realized in the second and third quarters of the year. However, the   
timing of acquisitions may impact the effects of seasonality on our business. We
build inventory throughout the fourth and first quarters of each year to satisfy
the seasonal demands of the spring and summer months when consumption increases.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                      

Interest Rate Risk                                                              

We are exposed to market risk from changes in interest rates primarily through  
our senior secured credit facility. The senior secured credit facility is       
comprised of (1) a $330.0 million term loan, (2) a $50.0 million delayed draw   
term loan facility, and (3) a $100.0 million revolving credit facility. At March
29, 2003, there were no borrowings outstanding on the delayed draw term loan    
facility. The net outstanding balance of the term loan and revolving line of    
credit at March 29, 2003 was $328.4 million and $5.0 million, respectively.     
Future borrowings under the credit facility bear interest, at our option, at    
either (1) the base rate, which is a rate per annum equal to the greater of the 
prime rate and the federal funds effective rate in effect on the date of        
determination plus 0.5% plus the applicable margin or (2) an adjusted Eurodollar
Rate which is equal to the rate for Eurodollar deposits plus the applicable     
margin. We utilize interest rate instruments to reduce the impact of either     
increases or decreases in interest rates on its floating rate debt. Pursuant to 
a requirement in the senior secured credit facility and as a result of the      
current economic slowdown and corresponding interest rate reductions, we entered
into an interest rate collar arrangement in October 2002 to protect $50.0       
million of the outstanding variable rate term loan debt from future interest    
rate volatility. Under the interest rate collar agreement, the Eurodollar rate  
with respect to the $50.0 million of outstanding variable rate term loan debt   
will not exceed 6.75% or drop below 1.97%. At March 29, 2003, the Eurodollar    
rate applicable to the term loan and revolving line of credit was 1.35% and     
1.33%, respectively. If the Eurodollar rate increases 0.25% and 0.5%, we        
estimate an annual increase in our interest expense of approximately $0.7       
million and $1.4 million, respectively.                                         

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BUSINESS

GENERAL                                                                         

We are one of the world's leading manufacturers and suppliers of a diverse mix  
of injection-molded plastics packaging products focusing on the open-top        
container, closure, aerosol overcap, drink cup and housewares markets. We sell a
broad product line to over 12,000 customers. We concentrate on manufacturing    
higher quality, value-added products sold to image-conscious marketers of       
institutional and consumer products. We believe that our large operating scale, 
low-cost manufacturing capabilities, purchasing leverage, proprietary           
thermoforming technology and extensive collection of over 1,000 active          
proprietary molds provide us with a competitive advantage in the marketplace. We
have been able to leverage our broad product offering, value-added manufacturing
capabilities and long-standing customer relationships into leading positions    
across a number of products. The average length of our relationship with our top
10 customers in fiscal 2002 was over 15 years, and these customers represented  
approximately 19% of our fiscal 2002 net sales. No customer accounted for more  
than 4% of our fiscal 2002 net sales. We believe that over 58% of our 2002      
revenues were generated from the sale of products that held a number one        
position relative to competing injection-molded products. Our products are      
primarily sold to customers in industries that exhibit relatively stable demand 
characteristics and are considered less sensitive to overall economic           
conditions, such as pharmaceuticals, food, dairy and health and beauty.         
Additionally, we operate 12 high-volume manufacturing facilities and have       
extensive distribution capabilities.                                            

We organize our product categories into three business divisions: containers;   
closures; and consumer products. The following table displays our net sales by  
division for each of the past five fiscal years.                                

                                                                [Download Table]

(DOLLARS IN MILLIONS)   1998    1999    2000    2001    2002 
                       ------  ------  ------  ------  ------
                                                             
Containers ......      $154.0  $188.7  $231.2  $234.5  $250.4
Closures ........        56.4    81.0   112.2   132.4   133.9
Consumer products        61.4    59.1    64.7    94.8   110.0
                       ------  ------  ------  ------  ------
  Total net sales      $271.8  $328.8  $408.1  $461.7  $494.3
                       ======  ======  ======  ======  ======

COMPETITIVE STRENGTHS                                                           

We believe that our consistent financial performance is the direct result of the
following competitive strengths:                                                

LEADING POSITIONS ACROSS A BROAD PRODUCT OFFERING. We believe that over 58% of  
our fiscal 2002 sales were in product categories in which we were the nation's  
leading supplier relative to competing injection-molded products, including:    

o     thinwall open-top containers;                                 

o     pry-off open-top containers;                                  

o     aerosol overcaps;                                             

o     drink cups; and                                               

o     seasonal semi-disposable housewares.                          

We use over 1,000 proprietary molds to provide our customers with a wide range  
of products, which favorably positions us to benefit from ongoing vendor        
consolidation among our customers. We believe that our extensive product        
offerings, market experience, product quality and focus on customer satisfaction
allow us to maintain and grow our positions in our key businesses.              

SIGNIFICANT SCALE RESULTING IN LOW-COST POSITION AND STRONG CASH FLOW. We are   
one of the largest domestic manufacturers and suppliers of injection-molded     
plastics packaging products, and we have reported 12 consecutive years of       
positive year-over-year growth in net sales. We believe our size enables us to  
achieve superior operating efficiencies and financial results through several   
scale-driven advantages:                                                        

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  o     Large, high-volume manufacturing equipment results in lower unit
       production costs than many of our competitors. For example, our
          largest injection-molded presses can produce as many as thirty-two
           32-ounce drink cups per molding cycle versus a typical competitor's
press that can only produce 12 to 24 cups of this size. 

o     Flexible, cross-facility and cross-product manufacturing      
           capabilities further lower our unit-production costs as a result of
higher capacity utilization and longer production runs. 

    o     Enhanced purchasing power lowers our cost of raw materials such as
resin.                                                  

o     Broad, low-cost distribution capabilities, as a result of the 
   strategic location of our manufacturing facilities near our
     customers, reduce shipping costs. We operate 10 manufacturing
     facilities in the United States and two facilities in Western
Europe.                                                 

     o     Modern and extensive post-molding capabilities, including printing,
         silk screening, lining, hot stamping, labeling, assembly, packing
           and distribution enable us to tailor products to our clients' needs
and produce higher value-added products.                

   o     Our ability to produce high volumes of a wide variety of products
        favorably positions us to capitalize on the ongoing trend toward
vendor consolidation.                                   

ABILITY TO PASS THROUGH CHANGES IN THE COST OF RESIN. The majority of our       
revenues are derived from customers to which we are able to pass through changes
in the costs of resin, the principal raw material used in manufacturing our     
products. We have contractual price escalators and de-escalators tied to the    
price of resin representing approximately 40% of net sales that result in price 
increases to many of our customers in a relatively short period of time,        
typically quarterly. In addition, we have experienced high success rates in     
quickly passing through price increases and decreases in the price of resin to  
customers without indexed price agreements. Pricing flexibility is enhanced by  
the fact that our products typically represent a very small component of the    
overall cost of production for the end customer. Fewer than 10% of our net sales
are generated from fixed-price arrangements, and we have at times entered into  
negotiated purchase agreements with resin suppliers to lock in the cost of resin
related to these fixed-price arrangements. We can further mitigate the effect of
resin price movements through our ability to accommodate raw material switching 
for certain products between high density polyethylene, or HDPE, and            
polypropylene, or PP, as prices fluctuate. We estimate that we pass on          
approximately 75% of an increase in the price of resin within the first three   
months, and the remainder within one year of the price increase. For example, in
2000, the price of resin increased significantly and we estimate that we were   
able to pass on approximately 85% of the increase to our customers during 2000. 
The resin market is currently experiencing increasing prices primarily due to   
the increased cost of oil and natural gas. Due to the extent and rapid nature of
these increases, we cannot reasonably estimate our ability to successfully      
recover these cost increases in the short-term.                                 

LARGE, DIVERSE AND STABLE CUSTOMER BASE. We sell our products to over 12,000    
customers that are principally engaged in industries that are considered to be  
generally less sensitive to changing economic conditions, including dairy, food,
health and beauty and pharmaceuticals. We believe that this provides us with a  
stable client base that is generally less affected by economic market           
fluctuations. In addition, our sales force of over 50 dedicated professionals   
focuses on working with customers to develop customized packaging and allows us 
to maintain close working relationships with our clients. The average length of 
our relationship with our top 10 customers in fiscal 2002 was over 15 years. We 
also believe that we are the single-source or largest supplier of plastic       
aerosol overcaps, containers and drink cups to a majority of our customers. Our 
top 10 customers represented approximately 19% of our fiscal 2002 net sales with
no customer accounting for more than 4% of our fiscal 2002 net sales.           

PROVEN ABILITY TO INTEGRATE STRATEGIC ACQUISITIONS. We have successfully        
integrated 15 acquisitions since 1992. We maintain a selective and disciplined  
acquisition strategy, which is focused on improving our financial performance in
the long-term and expanding our product lines or, in some cases, providing us   
with a new or complementary product line. For example, the acquisition of       
Poly-Seal in 2000 enabled us to enter the United States closures business, which
now represents approximately 10% of our net sales. We have historically achieved
significant reductions in manufacturing and overhead costs of acquired companies
by introducing advanced manufacturing processes, exiting low-margin businesses  
or product lines, reducing headcount, rationalizing facilities and tools,       
applying best practices and capitalizing on economies of scale.                 

UNIQUE, PROPRIETARY THERMOFORMING DRINK CUP MANUFACTURING PROCESS. Over a period
of several years, we have invested approximately $23.0 million to develop and   
implement a proprietary thermoforming molding process utilizing polypropylene   
that enables us to produce large drink cups (22-ounce to 44-ounce) at a lower   
cost than competitors that use polystyrene in thermoform production. This cost  
advantage is driven by the fact that polypropylene typically costs approximately
20% less per                                                                    

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pound than polystyrene. We are the only producer in North America capable of    
thermoforming polypropylene in high cavitation, deep draw molds for large drink 
cups. The core elements of this in-line process include continuous feed, high   
cavitation, high output and deep-draw technology. Our thermoformed polypropylene
cups, like our injection-molded cups, offer a number of advantages over         
traditional paper, including decreased sogginess, increased rigidity, unique    
designs and the ability for larger size cups to fit into automobile cup holders.
Our thermoforming production lines are currently operating at full capacity and 
we expect to introduce additional capacity in the third quarter of 2003,        
enabling us to leverage our proprietary manufacturing technique to further      
penetrate the market. Existing customers driving demand of our thermoformed     
drink cups include Aramark, Hardee's, Wendy's and Applebee's.                   

PROVEN AND MOTIVATED MANAGEMENT TEAM. The five members of our senior management 
team provide significant packaging expertise, with an average of 16 years of    
experience with us, including companies acquired by us, and an average of 19    
years of industry experience. The senior management team includes President and 
CEO Ira Boots, who has been with us for 25 years, and CFO Jim Kratochvil, who   
has been with us for 18 years. This team has been responsible for developing and
executing our strategy that has generated a track record of growth and strong   
cash flow. Additionally, the team has extensive experience in developing and    
maintaining customer relationships, expanding product offerings and implementing
innovative technological manufacturing enhancements. The senior management team 
invested approximately 70% of their net proceeds from the Acquisition in BPC    
Holding and the management team as a whole owns, or has the right to acquire,   
over 15% of BPC Holding on a fully diluted basis.                               

BUSINESS STRATEGY                                                               

Our goal is to maintain and enhance our market position and leverage our core   
strengths to increase profitability. Our strategy to achieve this goal includes 
the following elements:                                                         

INCREASE SALES TO OUR EXISTING CUSTOMERS. We believe we have significant        
opportunities to increase sales to our over 12,000 existing customers as we     
expand our product portfolio and extend our existing product lines. For example,
our container and closures divisions are penetrating new markets with new       
products such as tamper-resistant lids and child-resistant closures. Also, we   
recently introduced a leak-proof milk jug closure to the dairy market at the    
request of one of our customers. This product has been rapidly accepted by our  
customers, and as a result, we have already reached full production capacity and
are adding additional capacity. We believe our broad and growing product lines  
will allow us to capitalize on the corporate consolidation occurring among our  
customers and the continuing consolidation of their vendor relationships. With  
our extensive manufacturing capabilities, product breadth and national          
distribution capabilities, we can provide our customers with a cost-effective,  
single source from which to purchase substantially all of their injection-molded
plastic packaging products. For example, after many years serving as Crowley    
Foods' primary supplier for its institutional dairy packaging products, we were 
awarded Crowley's business to supply its retail dairy packaging needs, thereby  
making us their single source supplier for injection-molded dairy container     
packaging. In addition, with the introduction of our new milk jug closure, we   
recently became the single source supplier for all of AE Dairy's plastic        
packaging needs.                                                                

AGGRESSIVELY PURSUE NEW CUSTOMERS. We intend to aggressively pursue new customer
relationships in order to drive additional growth. We believe that our large    
direct sales force, our ability to offer new customers a cost effective, single 
source from which to purchase substantially all of their injection-molded       
plastic packaging products and our proven ability to create innovative new      
products position us well to continue growing and diversifying our customer     
base. For example, our proprietary thermoforming process, which offers a        
substantial competitive advantage with respect to cost, was introduced to the   
drink cup market in the first half of 2001 and has been highly successful to    
date in allowing us to win new customer relationships, including Hardee's and   
Jack in the Box. We believe there is a significant growth opportunity from our  
thermoforming process in both drink cups and in a variety of container          
applications.                                                                   

CONTINUE TO EFFECTIVELY MANAGE COSTS. We continually focus on reducing our costs
in order to maintain and enhance our low-cost position. We employ a number of   
cost-reducing strategies including:                                             

o     leveraging our increasing scale to reduce resin costs;        

  o     reinvesting capital into our manufacturing processes to maintain
technological leadership and achieve productivity gains;

      o     focusing on ways to streamline operations through plant and overhead
rationalization; and                                    

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  o     monitoring and rationalizing the number of vendors from which we
       purchase nonresin materials in order to increase our purchasing
power.                                                  

We expect to continue to increase the size of our business and our operating    
efficiencies through both organic growth and selective acquisitions.            

SELECTIVELY PURSUE STRATEGIC ACQUISITIONS IN OUR CORE BUSINESSES. We believe    
that there is significant opportunity for future growth through selective       
acquisitions given the high degree of industry fragmentation and the increasing 
trend of our customers to focus on fewer key vendors. As a result of our scale  
and prior successes in acquiring and integrating acquisitions, we believe that  
we are well-positioned to capitalize on potential future acquisition            
opportunities in new and existing product lines. We intend to continue to apply 
a selective and disciplined acquisition strategy, which is focused on improving 
our financial performance in the long-term and expanding our product lines or,  
in some cases, providing us with a new or complementary product line. We        
regularly evaluate potential acquisition candidates that we believe could fit   
our strategy, which may or may not be material in size and scope.               

PRODUCT OVERVIEW                                                                

We organize our product lines into three categories: containers, closures and   
consumer products.                                                              

CONTAINERS                                                                      

We classify our containers into six product lines: thinwall, pry-off, dairy,    
industrial, polypropylene and specialty. We believe that we have leading        
positions in key injection-molded plastic container segments including thinwall 
(household products and food) and pry-off (building materials), as well as      
strong positions in frozen dessert (ice cream and yogurt) and clear             
polypropylene (high value food and consumer applications). The following table  
describes our container product lines.                                          

                                                        [Enlarge/Download Table]

  PRODUCT LINE             DESCRIPTION               SIZES                MAJOR END-USES        
----------------  ----------------------------  -------------------  ----------------------     
                                                                                                
     Thinwall     Thinwalled, multi-purpose     8 oz. to 2 gallons   Food, promotional products,
                  containers with or without                         toys and a wide variety of 
                  handles and lids                                   other uses                 

      Pry-off     Containers having a tight     4 oz. to 2 gallons   Building products,         
                  lid-fit and requiring an                           adhesives, chemicals and   
                  opening device                                     other industrial uses      

       Dairy      Thinwall containers in        4 oz. to 5 lbs.,     Cultured dairy products,   
                  traditional dairy market      Multi-pack           including yogurt, cottage  
                  sizes and styles                                   cheese, sour cream and dips
                                                                     and frozen desserts        

   Polypropylene  Usually clear containers in   6 oz. to 5 lbs       Food, deli, sauces and     
                  round, oblong or                                   salads                     
                  rectangular shapes                                                            

    Industrial    Thick-walled, larger pails    2.5 to 5 gallons     Building products,         
                  designed to accommodate                            chemicals, paints and other
                  heavy loads                                        industrial uses            

     Specialty    Customer specific             Various              Premium consumer items,    
                                                                     such as tobacco and drink  
                                                                     mixes                      

The largest end-uses for our containers are food products, building products,   
chemicals and dairy products. We have a diverse customer base for our container 
lines, and no single container customer exceeded 3% of our total net sales in   
fiscal 2002.                                                                    

We believe that we offer the broadest product line among U.S.-based             
injection-molded plastic container manufacturers. Our container capacities range
from 4 ounces to 5 gallons and are offered in various styles with accompanying  
lids, bails and handles,                                                        

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some of which we produce, as well as a wide array of decorating options. In     
addition to a complete product line, we have sophisticated printing             
capabilities, an in-house graphic arts department, low-cost manufacturing       
capability with 10 plants strategically located throughout the United States and
a dedication to high-quality products and customer service. Our product         
engineers work with customers to design and commercialize new containers. In    
addition, as part of our dedication to customer service, on occasion, we provide
filling machine equipment to some of our customers, primarily in the dairy      
market, and we also provide the services necessary to operate such equipment. We
believe that providing such equipment and services increases customer retention 
by increasing the customer's production efficiency. The cost of, and revenue    
from, such equipment is not material.                                           

We seek to develop niche container products and new applications by taking      
advantage of our state-of-the-art decorating and graphic arts capabilities and  
dedication to service and quality. We believe that these capabilities have given
us a significant competitive advantage in certain high-margin niche container   
applications for specialized products. Examples include popcorn containers for  
new movie promotions and professional and college sporting and entertainment    
events, where the ability to produce sophisticated and colorful graphics is     
crucial to the product's success. In order to identify new applications for     
existing products, we rely extensively on our national sales force. Once these  
opportunities are identified, our sales force interfaces with our product design
engineers to satisfy customers' needs.                                          

In non-industrial containers, our strongest competitors include Airlite,        
Sweetheart, Landis, and Polytainers. We also produce commodity industrial pails 
for a market that is dominated by large volume competitors such as Letica,      
Plastican, NAMPAC and Ropak. We do not participate heavily in this large market.

CLOSURES                                                                        

Our closures division focuses on aerosol overcaps and closures.                 

Aerosol overcaps                                                                

We believe that we are the worldwide leading producer of injection-molded       
aerosol overcaps. Our aerosol overcaps are used in a wide variety of consumer   
goods including spray paints, household and personal care products, insecticides
and numerous other commercial and consumer products. Most U.S. manufacturers of 
aerosol products, and companies that fill aerosol products on a contractual     
basis, are our customers for some portion of their needs.                       

Approximately 19% of the U.S. injection-molded market consists of manufacturers 
who produce overcaps in-house for their own needs. We believe that a portion of 
these in-house producers will increase the outsourcing of their production to   
high-technology, low-cost manufacturers, such as us, as a means of reducing     
manufacturing assets and focusing on their core marketing objectives.           

We believe that, over the years, we have developed several significant          
competitive advantages, including (1) a reputation for outstanding quality, (2) 
short lead-time requirements to fill customer orders, (3) long-standing         
relationships with major customers, (4) the ability to accurately reproduce over
3,500 colors, (5) proprietary packing technology that minimizes freight cost and
warehouse space, (6) high-speed, low-cost molding and decorating capability and 
(7) a broad product line of proprietary molds. We continue to develop new       
products in the overcap market, including a "spray-thru" line of aerosol        
overcaps that has a built-in release button.                                    

In fiscal 2002, no single aerosol overcap customer accounted for over 2% of our 
total net sales. Competitors include Dubuque Plastics, Cobra and Plasticum. In  
addition, a number of companies, including several of our customers, currently  
produce aerosol overcaps for their own use.                                     

Closures                                                                        

We believe that our combined product line offerings to the closures market      
establish us as a leading provider of closures. Our product line offerings      
include continuous thread, dispensing, tamper evident, and child resistant      
closures. In addition, we are a leading provider of (1) fitments and plugs for  
medical applications, (2) cups and spouts for liquid laundry detergent, (3)     
dropper bulb assemblies for medical and personal care applications and (4)      
jiggers for mouthwash products.                                                 

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Our closures are used in a wide variety of consumer goods markets, including    
health and beauty aids, pharmaceutical, household chemicals, commercial         
chemicals, and food and dairy. We are a major provider of closures to many of   
the leading companies in these markets.                                         

We believe the capabilities and expertise we have established as a closure      
provider create significant competitive advantages, including the latest in     
single and bi-injection technology, molding of thermoplastic and thermoset      
resins, compression molding of thermoplastic resins, and lining and assembly    
applications applying the latest in computerized vision inspection technology.  
In addition, we have an in-house package development and design group focused on
developing new closures to meet customers' proprietary needs. We have a strong  
reputation for quality and have received numerous "Supplier Quality Achievement 
Awards" from customers in different markets.                                    

In fiscal 2002, no single closure customer accounted for over 2% of our total   
net sales. Competitors include Owens-Illinois, Kerr/Suncoast, Phoenix Closures, 
Portola, Rexam Closures and Seaquist Closures.                                  

CONSUMER PRODUCTS                                                               

Our consumer product division focuses on drink cups and housewares.             

Drink cups                                                                      

We believe that we are the largest provider of injection-molded plastic drink   
cups in the United States. As beverage producers, convenience stores and fast   
food restaurants increase their marketing efforts for larger sized drinks, we   
believe that the plastic drink cup market will expand because of plastic's      
desirability over paper for larger drink cups. We produce injection-molded      
plastic cups that range in size from 12 to 64 ounces. Primary markets are fast  
food and family dining restaurants, convenience stores, stadiums, and retail    
stores. Virtually all cups are decorated, often as promotional items, and we are
known in the industry for our innovative, state-of-the-art graphics capability. 

We launched our thermoformed drink cup line in fiscal 2001. Our thermoformed    
product line offers sizes ranging from 22 to 44 ounces. Our thermoform process  
is unique in the industry in that it uses polypropylene instead of more         
expensive polystyrene in producing deep draw drink cups. This offers a material 
competitive advantage versus competitive thermoformed drink cups.               

In fiscal 2002, no single drink cup customer accounted for more than 3% of our  
total net sales. Drink cup competitors include Huhtamaki (formerly Packaging    
Resources Incorporated), Sweetheart, Letica, and WNA (formerly Cups             
Illustrated).                                                                   

Housewares                                                                      

Our participation in the housewares market is focused on producing seasonal     
(spring and summer) semi-disposable plastic housewares and plastic garden       
products. Examples of our products include plates, bowls, pitchers, tumblers and
outdoor flowerpots. We sell virtually all of our products in this market through
major national retail marketers and national chain stores, such as Wal-Mart.    
PackerWare is our recognized brand name in these markets and PackerWare branded 
products are often co-branded by our customers. Our position in this market has 
been to provide high value to consumers at a relatively modest price, consistent
with the key price points of the retail marketers. We believe outstanding       
service and ability to deliver products with timely combination of color and    
design further enhance our position in this market. This focus allowed          
PackerWare to be named Wal-Mart's category manager for its seasonal housewares  
department.                                                                     

In fiscal 2002, no single housewares customer accounted for more than 4% of our 
total net sales. Housewares competitors include imported products from China,   
Arrow Plastics and United Plastics.                                             

MARKETING AND SALES                                                             

We reach our large and diversified base of over 12,000 customers primarily      
through our direct field sales force of over 50 dedicated professionals. Our    
field sales, production and support staff meet with customers to understand     
their needs and improve our product offerings and services. While these field   
sales representatives are focused on individual product lines, they are also    
encouraged to sell all our products to serve the needs of our customers. We     
believe that a direct field sales force is able to better focus on target       
markets and customers, with the added benefit of permitting us to control       
pricing decisions centrally. We also utilize the services of manufacturing      
representatives to assist our direct sales force.                               

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We believe that we produce a high level of customer satisfaction. Highly skilled
customer service representatives are located in each of our facilities to       
support the national field sales force. In addition, telemarketing              
representatives, marketing managers and sales/marketing executives oversee the  
marketing and sales efforts. Manufacturing and engineering personnel work       
closely with field sales personnel to satisfy customers' needs through the      
production of high-quality, value-added products and on-time deliveries.        

Our sales force is supported by technical specialists and our in-house graphics 
and design personnel. Our Graphic Arts department includes computer-assisted    
graphic design capabilities and in-house production of photopolymer printing    
plates. We also have a centralized Color Matching and Materials Blending        
department that utilizes a computerized spectrophotometer to insure that colors 
match those requested by customers.                                             

MANUFACTURING                                                                   

We primarily manufacture our products using the plastic injection-molding       
process. The process begins when plastic resin, in the form of small pellets, is
fed into an injection-molding machine. The injection-molding machine then melts 
the plastic resin and injects it into a multi-cavity steel mold, forcing the    
plastic resin to take the final shape of the product. At the end of each molding
cycle (generally 5 to 25 seconds), the plastic parts are ejected from the mold  
into automated handling systems from which they are packed in corrugated        
containers for further processing or shipment. After molding, the product may be
either decorated (printing, silkscreening, labeling) or assembled (e.g., bail   
handles fitted to containers). We believe that our molding and post-molding     
capabilities are among the best in the industry.                                

In 2001, after several years of development, we introduced our proprietary      
thermoforming molding process that enables us to mass-produce large drink cups  
(22-ounce to 44-ounce) less expensively than our competitors. The thermoforming 
machine used in our process was built by a third-party manufacturer to standard 
specifications. We modified the machine on-site in order to produce             
high-cavitation, deep draw cups using our process. These modifications were made
without the help of outside consultants.                                        

Our overall manufacturing philosophy is to be a low-cost producer by using (1)  
high-speed molding machines, (2) modern multi-cavity hot runner, cold runner and
insulated runner molds, (3) extensive material handling automation and (4)      
sophisticated printing technology. We utilize state-of-the-art robotic packaging
processes for large volume products, which enables us to reduce breakage while  
lowering warehousing and shipping costs. Each plant has complete tooling        
maintenance capability to support molding and decorating operations. We have    
historically made, and intend to continue to make, significant capital          
investments in plant and equipment because of our objectives to improve         
productivity, maintain competitive advantages and foster continued growth. Over 
the past five fiscal years our capital expenditures in plant and equipment,     
exclusive of acquisitions, were $146.4 million.                                 

RESEARCH AND PRODUCT DEVELOPMENT AND DESIGN                                     

We believe that our technology base and research and development support are    
among the best in the rigid plastics packaging industry. Our full-time product  
engineers use three-dimensional computer-aided-design (CAD) technology to design
and modify new products and prepare mold drawings. We can simulate the molding  
environment by running unit-cavity prototype molds in small injection-molding   
machines for research and development of new products. Production molds are then
designed and outsourced for production by various companies with which we have  
extensive experience and established relationships. Our engineers oversee the   
mold-building process from start to finish. Many of our customers work in       
partnership with our technical representatives to develop new, more competitive 
products. We have enhanced our relationships with these customers by providing  
the technical service needed to develop products combined with our internal     
graphic arts support.                                                           

We spent $2.9 million, $1.9 million and $2.6 million on research and development
in 2002, 2001, and 2000, respectively, and $0.8 million in the thirteen weeks   
ended March 29, 2003.                                                           

We also utilize our in-house graphic design department to develop color and     
styles for new products. Our design professionals work directly with our        
customers to develop new styles and use computer-generated graphics to enable   
our customers to visualize the finished product.                                

QUALITY ASSURANCE                                                               

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Each plant extensively utilizes Total Quality Management philosophies, including
the use of statistical process control and extensive involvement of employees to
increase productivity. This teamwork approach to problem-solving increases      
employee participation and provides necessary training at all levels. All of our
facilities have been ISO certified, which demonstrates compliance by a company  
with a set of shipping, trading and technology standards promulgated by the     
International Standardization Organization ("ISO"). Extensive testing of parts  
for size, color, strength and material quality using statistical process control
(SPC) techniques and sophisticated technology is also an ongoing part of our    
quality assurance activities.                                                   

SYSTEMS                                                                         

We utilize a fully integrated computer software system at each of our plants    
that produces complete financial and operational reports. This accounting and   
control system is easily expandable to add new features and/or locations as we  
grow. In addition, we have in place a sophisticated quality assurance system, a 
bar code based material management system and an integrated manufacturing       
system.                                                                         

SOURCES AND AVAILABILITY OF RAW MATERIALS                                       

The most important raw material purchased by us is plastic resin. We purchased  
approximately $113.0 million of resin in fiscal 2002. Approximately 50% of the  
resin pounds purchased were HDPE, 13% linear low density polyethylene and 37%   
PP. We have contractual price escalators and de-escalators tied to the price of 
resin representing approximately 40% of net sales that result in price          
increases/decreases to many of our customers in a relatively short period of    
time, typically quarterly. In addition, to date, we have experienced high       
success rates in passing through price increases and decreases in the price of  
resin to customers, without indexed price agreements, although the magnitude of 
the fluctuations in the price of resin in recent periods may have an impact on  
our future success in this area. Pricing flexibility is enhanced by the fact    
that our products typically represent a very small component of the overall cost
of production for the end customer. Fewer than 10% of our net sales are         
generated from fixed-price arrangements, and we have at times and may continue  
to enter into negotiated purchase agreements with resin suppliers related to    
these fixed price arrangements. We can further mitigate the effect of resin     
price movements through our ability to accommodate raw material switching for   
certain products between HDPE and PP as prices fluctuate. In a typical resin    
market, we estimate that we have historically been able to pass on approximately
75% of an increase in the price of resin within the first three months and the  
remainder within one year of the price increase. For example, in 2000, the price
of resin increased significantly and we estimate that we were able to pass on   
approximately 85% of the increase to our customers during that calendar year.   
The resin market is currently experiencing rapidly increasing prices primarily  
due to the increased cost of oil and natural gas. Based on information from     
Plastics News, an industry publication, average spot prices of HDPE and PP on   
March 17, 2003 were $0.565 per pound and $0.44 per pound, respectively,         
reflecting increases of $0.17 per pound, or 43%, and $0.05 per pound, or 13%,   
over the respective average spot prices from December 28, 2002. Due to the      
extent and rapid nature of these increases, we cannot reasonably estimate our   
ability to successfully recover these cost increases in the short-term.         

Our purchasing strategy is to deal with only high-quality, dependable suppliers,
such as Dow, Chevron, Nova, Equistar, Atofina, Basell, and ExxonMobil. Although 
we do not have any supply requirements contracts with our key suppliers, we     
believe that we have maintained strong relationships with these key suppliers   
and expect that such relationships will continue into the foreseeable future.   
Based on our experience, we believe that adequate quantities of plastic resins  
will be available at market prices, but we can give you no assurance as to such 
availability or the prices thereof.                                             

EMPLOYEES                                                                       

As of March 29, 2003, we had approximately 3,300 employees. Poly-Seal           
Corporation, a wholly owned subsidiary, and the United Steelworkers of America  
are parties to a collective bargaining agreement which expires on April 24,     
2005. As of March 29, 2003, approximately 330 employees of Poly-Seal            
Corporation, all of which are located in our Baltimore, Maryland facility, were 
covered by this agreement. None of our other employees are covered by collective
bargaining agreements. We believe our relations with our employees are good.    

PATENTS AND TRADEMARKS                                                          

We rely on a combination of patents, trade secrets, unpatented know-how,        
trademarks, copyrights and other intellectual property rights, nondisclosure    
agreements and other protective measures to protect our proprietary rights. We  
do not believe that any individual item of our intellectual property portfolio  
is material to our current business. We employ various methods, including       

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confidentiality and non-disclosure agreements with third parties, employees and 
consultants, to protect our trade secrets and know-how. We have licensed, and   
may license in the future, patents, trademarks, trade secrets, and similar      
proprietary rights to and from third parties.                                   

PROPERTIES                                                                      

We believe that our property and equipment are well maintained, in good         
operating condition and adequate for our present needs.                         

The following table sets forth our principal manufacturing facilities:          

                                                                [Download Table]

                         APPROXIMATE                           
                           SQUARE                        OWNED/
  LOCATION        ACRES   FOOTAGE          USE           LEASED
--------------     ----   -------     -------------      ----- 
                                                               

Evansville, IN     15.8   580,000     Headquarters and         
                                      Manufacturing      Owned 
Henderson, NV      12.3   175,000     Manufacturing      Owned 
Iowa Falls, IA     14.1   100,000     Manufacturing      Owned 
Charlotte, NC      37.3   150,000     Manufacturing      Owned 
Lawrence, KS       19.3   424,000     Manufacturing      Owned 
Suffolk, VA        14.0   110,000     Manufacturing      Owned 
Monroeville, OH    34.7   152,000     Manufacturing      Owned 
Norwich, England    5.0    88,000     Manufacturing      Owned 
Woodstock, IL      13.7   170,000     Manufacturing      Owned 
Streetsboro, OH    11.9   140,000     Manufacturing      Owned 
Baltimore, MD       9.9   244,000     Manufacturing      Owned 
Milan, Italy       11.6   125,000     Manufacturing     Leased 

ENVIRONMENTAL MATTERS AND GOVERNMENT REGULATION                                 

Our past and present operations and our past and present ownership and          
operations of real property are subject to extensive and changing federal,      
state, local and foreign environmental laws and regulations pertaining to the   
discharge of materials into the environment, the handling and disposition of    
wastes or otherwise relating to the protection of the environment. We believe   
that we are in substantial compliance with applicable environmental laws and    
regulations. However, we cannot predict with any certainty that we will not in  
the future incur liability under environmental statutes and regulations with    
respect to non-compliance with environmental laws, contamination of sites       
formerly or currently owned or operated by us (including contamination caused by
prior owners and operators of such sites) or the off-site disposal of hazardous 
substances.                                                                     

Like any manufacturer, we are subject to the possibility that we may receive    
notices of potential liability in connection with materials that were sent to   
third-party recycling, treatment, and/or disposal facilities under the          
Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA,
and comparable state statutes, which impose liability for investigation and     
remediation of contamination without regard to fault or the legality of the     
conduct that contributed to the contamination. Liability under CERCLA is        
retroactive and joint and several. No such notices are currently pending.       

The FDA regulates the material content of direct-contact food containers and    
packages, including certain thinwall containers we manufacture pursuant to the  
Federal Food, Drug and Cosmetics Act. Certain of our products are also regulated
by the CPSC pursuant to various federal laws, including the Consumer Product    
Safety Act. Both the FDA and the CPSC can require the manufacturer of defective 
products to repurchase or recall such products and may also impose fines or     
penalties on the manufacturer. Similar law exists in some states, cities and    
other countries in which we sell our products. In addition, laws exist in       
certain states restricting the sale of packaging with certain levels of heavy   
metals, imposing fines and penalties for non-compliance. Although we use FDA    
approved resins and pigments in containers that directly contact food products  
and believe they are in material compliance with all such applicable FDA        
regulations, and we believe our products are in material compliance with all    
applicable requirements, we remain subject to the risk that our products could  
be found not to be in compliance with such requirements.                        

The plastics industry, including us, is subject to existing and potential       
federal, state, local and foreign legislation designed to reduce solid wastes by
requiring, among other things, plastics to be degradable in landfills, minimum  
levels of recycled content, various recycling requirements, disposal fees and   
limits on the use of plastic products. In addition, various consumer and special

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interest groups have lobbied from time to time for the implementation of these  
and other similar measures. The principal resins used in our products, HDPE and 
PP, are recyclable, and, accordingly, we believe that the legislation           
promulgated to date and such initiatives to date have not had a material adverse
effect on us. There can be no assurance that any such future legislative or     
regulatory efforts or future initiatives would not have a material adverse      
effect on us. On January 1, 1995, legislation in Oregon, California and         
Wisconsin went into effect requiring products packaged in rigid plastic         
containers to comply with standards intended to encourage recycling and         
increased use of recycled materials. Although the regulations vary by state,    
they principally require the use of post consumer regrind, or PCR, as an        
ingredient in containers or the reduction of their weight. These regulations do 
not apply to food, cosmetic or drug containers. Oregon and California provide   
for an exemption from these regulations if statewide recycling rates for rigid  
plastic containers reach or exceeds 25%. We assist our customers in complying   
with these regulations.                                                         

Oregon's aggregate recycling rate for rigid plastic containers has exceeded the 
25% goal since the effective date of the law, and the Oregon Department of      
Environmental Quality has estimated that Oregon will continue to exceed the 25% 
goal for the foreseeable future. Therefore, rigid plastic containers are exempt 
from the requirements of the Oregon statute. In addition, California reached its
25% recycling rate goal for rigid plastic containers in 2001, which is the most 
recent compliance period examined. Therefore, rigid plastic containers were     
exempt from the requirements of the California statute in 2001, which is the    
most recent testing date that has been completed. The company, in order to      
facilitate continued individual customer compliance with these regulations, is  
providing customers the option of purchasing containers with limited amounts of 
PCR or reduced weight.                                                          

LEGAL PROCEEDINGS                                                               

We are party to various legal proceedings involving routine claims which are    
incidental to our business. Although our legal and financial liability with     
respect to such proceedings cannot be estimated with certainty, we believe that 
any ultimate liability would not be material to our financial condition.        

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MANAGEMENT

Our directors and executive officers and their ages, are as follows:            

                                                        [Enlarge/Download Table]

                NAME                  AGE          TITLE                                     
                ----                  ---          -----                                     
                                                                                             
Joseph H. Gleberman(1)(2)(3).........  45  Chairman and Director                             
Ira G. Boots(1)(3)...................  49  President, Chief Executive Officer and Director   
James M. Kratochvil..................  46  Executive Vice President, Chief Financial Officer,
                                           Treasurer and Secretary                           
R. Brent Beeler......................  50  Executive Vice President and General Manager -    
                                           Containers and Consumer Products                  
William J. Herdrich..................  52  Executive Vice President and General Manager -    
                                           Closures                                          
Christopher C. Behrens(1)(2).........  42  Director                                          
Patrick J. Dalton(4)(2)..............  34  Director                                          
Douglas F. Londal(1)(4)(3)...........  37  Director                                          
Mathew J. Lori(4)(3).................  38  Director                                          

(1)   Member of the Compensation Committee.                         

(2)   Member of the Finance Committee.                              

(3)   Member of the Corporate Development Committee.                

(4)   Member of the Audit Committee.                                

Joseph H. Gleberman has been our chairman of the board of directors since the   
closing of the Acquisition and has been a Managing Director at Goldman, Sachs & 
Co. since 1996. He serves on the Board of Directors of aaiPharma, BackWeb       
Technologies, IPC Acquisition Corp., and MCG Capital Corporation, as well as a  
number of private companies. Mr. Gleberman received his M.B.A in 1982 from      
Stanford University Graduate School of Business and a M.A./B.A. from Yale       
University in 1980.                                                             

Ira G. Boots has been our President and Chief Executive Officer since June 2001,
and a director since April 1992. Prior to that, Mr. Boots served as our Chief   
Operating Officer since August 2000 and Vice President of Operations,           
Engineering and Product Development of the Company since April 1992. Mr. Boots  
was employed by us from 1984 to December 1990 as Vice President, Operations.    

James M. Kratochvil has been our Executive Vice President, Chief Financial      
Officer, Secretary and Treasurer since December 1997. He formerly served as Vice
President, Chief Financial Officer and Secretary of the Company since 1991, and 
as Treasurer of the Company since May 1996. Mr. Kratochvil was employed by us   
from 1985 to 1991 as Controller.                                                

R. Brent Beeler has been Executive Vice President and General Manager-Containers
and Consumer Products since October 2002 and was our Executive Vice President   
and General Manager-Containers since August 2000. Prior to that, Mr. Beeler was 
Executive Vice President, Sales and Marketing of the Company since February 1996
and Vice President, Sales and Marketing of the Company since December 1990. Mr. 
Beeler was employed by us from October 1988 to December 1990 as Vice President, 
Sales and Marketing.                                                            

William J. Herdrich has been our Executive Vice President and General           
Manager-Closures since August 2000. From May 2000 to August 2000, Mr. Herdrich  
was a consultant to the Company. During the period from April 1994 to May 2000, 
Mr. Herdrich was President, Executive Vice President and General Manager of     
Poly-Seal Corporation, which we acquired in 2000. Mr. Herdrich was employed by  
Seaquist Closures from 1990 to April 1994 as Executive Vice President.          

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Christopher C. Behrens has been a director since the closing of the Acquisition 
and has been a partner of J.P. Morgan Partners, LLC and its predecessor, Chase  
Capital Partners, since 1999. Prior to joining Chase Capital Partners, Mr.      
Behrens served as Vice President in Chase's Merchant Banking Group. Mr. Behrens 
serves on the Board of Directors of Carrizo Oil & Gas and Portola Packaging     
Inc., as well as a number of private companies. Mr. Behrens received a B.A. from
the University of California at Berkeley and an M.A. from Columbia University.  

Patrick J. Dalton has been a director since the closing of the Acquisition and  
has been a Vice President at Goldman, Sachs & Co. since 2001. Prior to joining  
the Principal Investment Area of Goldman, Sachs & Co. in 2000, Mr. Dalton was at
Chase Securities from 1997 to 2000. He serves on the Board of Directors of First
Asset Management Inc. and Waddington North America, Inc. as well as a number of 
private companies. Mr. Dalton received his M.B.A. in 1997 from Columbia         
University Graduate School of Business and a B.S. from Boston College in 1990.  

Douglas F. Londal has been a director since the closing of the Acquisition and  
has been a Managing Director at Goldman, Sachs & Co. since 1999. Prior to       
joining the Principal Investment Area of Goldman, Sachs & Co. in 1995, he worked
in the Mergers & Acquisitions Department of Goldman, Sachs & Co. from 1991 to   
1995. He serves on the Board of Directors of 21st Century Newspapers and Village
Voice Media, LLC, as well as a number of private companies. Mr. Londal received 
his M.B.A in 1991 from the University of Chicago and a B.A. from the University 
of Michigan in 1987.                                                            

Mathew J. Lori has been a director since the closing of the Acquisition. Mr.    
Lori has been a principal with J.P. Morgan Partners, LLC and its predecessor,   
Chase Capital Partners, since 1998, and prior to that, he had been an associate.
Mr. Lori has been on the board of Berry Plastics since 1996, and is also a      
director of Doane Pet Care Company, as well as a number of private companies.   
Mr. Lori received an M.B.A. from Kellogg Graduate School of Management at       
Northwestern University in 1993.                                                

BOARD OF DIRECTORS                                                              

Our board of directors currently consists of six directors. Pursuant to the     
stockholders' agreement entered into with affiliates of Goldman, Sachs & Co. and
affiliates of J.P. Morgan Securities Inc., described below, affiliates of       
Goldman, Sachs & Co. have the right to designate an additional member of our    
board of directors.                                                             

COMMITTEES OF THE BOARD OF DIRECTORS                                            

Our board of directors has a Compensation Committee, an Audit Committee, a      
Finance Committee and a Corporate Development Committee. The Compensation       
Committee, consisting of Messrs. Gleberman, Boots, Behrens and Londal makes     
recommendations concerning salaries and incentive compensation for our employees
and consultants. The Audit Committee, consisting of Messrs. Dalton, Londal and  
Lori, recommends the annual appointment of auditors with whom the audit         
committee reviews the scope of audit and non-audit assignments and related fees,
accounting principles we use in financial reporting, internal auditing          
procedures and the adequacy of our internal control procedures. The Finance     
Committee, consisting of Messrs. Gleberman, Behrens and Dalton oversees our     
capital structure and reviews and approves significant financing decisions. The 
Corporate Development Committee, consisting of Messrs. Gleberman, Boots, Londal 
and Lori, oversees our business strategy and, in particular, reviews and        
recommends potential acquisition candidates.                                    

COMPENSATION OF DIRECTORS                                                       

Directors receive no cash consideration for serving on our board of directors,  
but directors are reimbursed for out-of-pocket expenses incurred in connection  
with their duties as directors.                                                 

STOCKHOLDERS' AGREEMENT                                                         

In connection with the Acquisition, BPC Holding entered into a stockholders'    
agreement with GSCP 2000 and other private equity funds affiliated with Goldman,
Sachs & Co. that, in the aggregate, own a majority of our common stock and J.P. 
Morgan Partners Global Investors, L.P. and other private equity funds affiliated
with J.P. Morgan Securities Inc. that, in the aggregate, own approximately 29%  
of our common stock. Under the terms of this agreement, among other things: (1) 
GSCP 2000 and other private equity funds affiliated with Goldman, Sachs & Co.,  
have the right to designate five members of our board of directors, one of which
shall be a member of our management, and J.P. Morgan Partners Global Investors, 
L.P. and other private equity funds affiliated with J.P. Morgan Securities Inc. 
have the right to designate two members of our board of directors, one of which 
will be                                                                         

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designated by J.P. Morgan Partners Global Investors, L.P.; (2) the Goldman Sachs
and J.P. Morgan funds have the right to subscribe for a proportional share of   
future equity issuances by BPC Holding; (3) after July 29, 2009, the J.P. Morgan
funds have the right to demand that BPC Holding cause the initial public        
offering of its common stock, if such an offering or other sale of BPC Holding  
has not occurred by such time; and (4) BPC Holding has agreed not to take       
specified actions, including, making certain amendments to either the           
certificate of incorporation or the by-laws of BPC Holding, changing independent
accountants, or entering into certain affiliate transactions, without the       
approval of a majority of its board of directors, including at least one        
director designated by the J.P. Morgan funds. The stockholders agreement also   
contains provisions regarding transfer restrictions, rights of first offer,     
tag-along rights and drag-along rights related to the shares of BPC Holding     
common stock owned by the Goldman Sachs and J.P. Morgan funds.                  

MANAGEMENT COMPENSATION                                                         

The following table sets forth a summary of the compensation paid by the company
to its Chief Executive Officer during the 2002 fiscal year and the four other   
most highly compensated executive officers of the Company (collectively, the    
"Named Executive Officers") for services rendered in all capacities to the      
company during fiscal 2002, 2001 and 2000.                                      

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]


                                                                                  LONG TERM                
                                                       ANNUAL COMPENSATION       COMPENSATION              
                                                       -------------------       ------------      OTHER   
                                                                                  SECURITIES   COMPENSATION
                                            FISCAL                                UNDERLYING   ------------
         NAME AND PRINCIPAL POSITION         YEAR      SALARY        BONUS (1)    OPTIONS (#)      (2)     
         ---------------------------        -----      ------        ---------    -----------      ---     
                                                                                                           
Ira G. Boots                                 2002   $ 424,536        $1,452,018     61,814       $ 12,505  
     President and Chief Executive Officer   2001     316,461            87,500         --         12,428  
                                             2000     289,328           150,000         --         11,779  
James M. Kratochvil                          2002   $ 273,400        $  945,026     35,040       $  9,889  
     Executive Vice President, Chief         2001     231,919            64,166         --          9,198  
     Financial Officer, Treasurer and        2000     212,049           120,000         --          8,800  
     Secretary                                                                                             
R. Brent Beeler                              2002   $ 298,172        $1,080,496     35,229       $  2,590  
     Executive Vice President and General    2001     284,251            78,750         --          3,196  
     Manager - Containers and Consumer       2000     257,236           135,000         --          2,879  
     Products                                                                                              
William J. Herdrich                          2002   $ 269,222        $  983,506     25,581       $  4,899  
     Executive Vice President and General    2001     258,690            62,800      2,000          3,834  
     Manager - Closures                      2000      99,003            18,986         --          4,691  
Bruce J. Sims(3)                             2002   $ 263,533        $  908,435     26,412       $  4,024  
     Executive Vice President of Sales -     2001     211,851            55,693         --          3,912  
     Drink Cups                              2000     193,055           114,000         --          3,879  


(1)   Amounts shown include transaction bonuses of $1,238,298, $788,298,        
      $871,298, $803,831 and $766,298 paid to Messrs. Boots, Kratochvil, Beeler,
Herdrich and Sims, respectively, in connection with the Acquisition.

(2)   Amounts shown reflect contributions by the company under the company's    
401(k) plan and the personal use of a company vehicle.              

(3)   Mr. Sims served as our Executive Vice President of Sales - Drink Cups     
     from October 2002 until May 16, 2003 and our Executive Vice President and
 General Manager - Consumer Products from August 2000 to October 2002.
Prior to that, he served as our Executive Vice President, Sales and 
Marketing, Housewares from January 1997 to August 2000.             

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The following table sets forth a summary of the options granted by the company  
to the Named Executive Officers during the 2002 fiscal year.                    

 OPTION GRANTS IN LAST FISCAL YEAR

                                                        [Enlarge/Download Table]

                         Individual Grants                                  Potential Realizable 
                     ---------------------------                                 Value At        
                      Number Of      % Of Total                            Assumed Rates Of Stock
                     Securities       Options                              Price Appreciation For
                     Underlying      Granted To                                 Option Term      
                      Options       Employees In  Exercise   Expiration  ------------------------
   Name              Granted (#)     Fiscal Year  Price ($)     Date     5% ($)          10% ($) 
   ----              -----------     -----------  ---------     ----     ------          ------- 
                                                                                                 
Ira Boots            15,886 (1)          4.0         100      9/19/12    999,071        2,531,752
Ira Boots             7,943 (2)          2.0         100      9/19/12    499,535        1,265,876
Ira Boots            37,985 (3)          9.6         100      9/19/12          0                0
James M. Kratochvil   9,035 (1)          2.2         100      9/19/12    568,211        1,439,908
James M. Kratochvil   4,518 (2)          1.1         100      9/19/12    284,137          720,034
James M. Kratochvil  21,487 (3)          5.4         100      9/19/12          0                0
R. Brent Beeler       9,035 (1)          2.3         100      9/19/12    568,211        1,439,908
R. Brent Beeler       4,518 (2)          1.1         100      9/19/12    284,137          720,034
R. Brent Beeler      21,676 (3)          5.5         100      9/19/12          0                0
William J. Herdrich   9,035 (1)          2.3         100      9/19/12    568,211        1,439,908
William J. Herdrich   4,518 (2)          1.1         100      9/19/12    284,137          720,034
William J. Herdrich  12,028 (3)          3.0         100      9/19/12          0                0
Bruce J. Sims (4)     9,035 (1)          2.3         100      9/19/12    568,211        1,439,908
Bruce J. Sims (4)     4,518 (2)          1.1         100      9/19/12    284,137          720,034
Bruce J. Sims (4)    12,859 (3)          3.3         100      9/19/12          0                0

----------                                                                      
(1)   Represents options granted on September 19, 2002, which (i) have an       
      exercise price fixed at $100 per share, which was the fair market value of
   a share of Holding Common Stock on the date of grant, and (ii) vest and
      become exercisable over a five year period, beginning the last day of 2002
based on continued service with the company.                        

(2)   Represents options granted on September 19, 2002, which (i) have an       
      exercise price fixed at $100 per share, which was the fair market value of
   a share of Holding Common Stock on the date of grant, and (ii) vest and
 become exercisable based on the achievement by BPC Holding of certain
      financial targets, or if such targets are not achieved, based on continued
service with the company.                                           

(3)   Represents options granted on September 19, 2002, which (i) have an       
exercise price which commenced at $100 per share, which was the fair
    market value of a share of Holding Common Stock on the date of grant and
    will increase at the rate of 15% per year during the term of the option,
   and (ii) vest and become exercisable over a five year period, beginning
the last day of 2002 based on continued service with the company.   

(4)   Mr. Sims served as our Executive Vice President of Sales - Drink Cups from
October 2002 until May 16, 2003 and our Executive Vice President and
 General Manager - Consumer Products from August 2000 to October 2002.

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FISCAL YEAR-END OPTION HOLDINGS                                                 

     The following table provides information on the number of exercisable and
unexercisable management stock options held by the Named Executive Officers at  
December 28, 2002.                                                              

FISCAL YEAR-END OPTION VALUES(1)

                                                        [Enlarge/Download Table]

                                              NUMBER OF UNEXERCISED      VALUE OF UNEXERCISED   
                       SHARES                      OPTIONS AT            IN-THE-MONEY OPTIONS   
                     ACQUIRED ON   VALUE         FISCAL YEAR-END          AT FISCAL YEAR-END    
    NAME              EXERCISE    REALIZED  EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE
    ----              --------    --------  -------------------------  -------------------------
                                                     (#)(2)                       (2)           
                                                                                                
Ira G. Boots             --          --           16,278/61,814              $1,106,416/$0      
James M. Kratochvil      --          --           10,174/35,040                  691,527/0      
R. Brent Beeler          --          --           10,174/35,229                  691,527/0      
William J. Herdrich      --          --            6,244/25,581                  172,397/0      
Bruce J. Sims            --          --            4,058/26,412                  265,434/0      

----------                                                                      
(1)   None of Holding's capital stock is currently publicly traded. The values  
      reflect management's estimate of the fair market value of the Common Stock
at December 28, 2002.                                               

(2)   All options granted to management of the company are exercisable for      
shares of Common Stock, par value $.01 per share, of Holding.       

The following is a summary of BPC Holding's employee equity plans and certain   
employment agreements Berry Plastics has entered into with Berry Plastics' Chief
Executive Officer and each of its other four most highly compensated executive  
officers, based on compensation paid for services rendered during the 2002      
fiscal year.                                                                    

1996 STOCK OPTION PLAN                                                          

BPC Holding currently maintains the Amended and Restated BPC Holding Corporation
1996 Stock Option Plan ("1996 Option Plan") pursuant to which nonqualified      
options to purchase 150,536 shares are outstanding. All outstanding options     
under the 1996 Option Plan are scheduled to expire on or before July 22, 2012   
and no additional options will be granted under it. Option agreements issued    
pursuant to the 1996 Option Plan generally provide that options become vested   
and exercisable at a rate of 10% per year based on continued service. Additional
options also vest in years during which certain financial targets are attained. 
Notwithstanding the vesting provisions in the option agreements, all options    
that were scheduled to vest prior to December 31, 2002 accelerated and became   
vested immediately before the Acquisition.                                      

2002 STOCK OPTION PLAN                                                          

BPC Holding has adopted a new employee stock option plan ("2002 Stock Option    
Plan") pursuant to which options to acquire up to 437,566 shares of BPC         
Holding's common stock may be granted to its employees, directors and           
consultants. Options granted under the 2002 Stock Option Plan will have an      
exercise price per share that either (1) is fixed at the fair market value of a 
share of common stock on the date of grant or (2) commences at the fair market  
value of a share of common stock on the date of grant and increases at the rate 
of 15% per year during the term. Generally, options will have a ten-year term,  
subject to earlier expiration upon the termination of the optionholder's        
employment and other events. Some options granted under the plan will become    
vested and exercisable over a five-year period based on continued service with  
BPC Holding. Other options will become vested and exercisable based on the      
achievement by BPC Holding of certain financial targets, or if such targets are 
not achieved, based on continued service with BPC Holding. Upon a change in     
control of BPC Holding, the vesting schedule with respect to certain options may
accelerate for a portion of the shares subject to such options.                 

EMPLOYEE STOCK PURCHASE PLAN                                                    

BPC Holding has adopted an employee stock purchase program pursuant to which a  
number of employees had the opportunity to invest in BPC Holding on a leveraged 
basis. Some senior employees also purchased shares of BPC Holding common stock  
in connection with the Acquisition. See "Related party transactions -- Loans to 
executive officers." Each eligible employee was permitted to purchase shares of 
BPC Holding common stock having an aggregate value of up to the greater of (1)  
150% of the                                                                     

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value attributable to shares of BPC Holding held by such employee immediately   
prior to the Acquisition or (2) $60,000. Employees participating in this program
were permitted to finance two-thirds of their purchases of shares of BPC Holding
common stock under the program with a promissory note. In the event that an     
employee defaults on a promissory note used to purchase such shares, BPC        
Holding's only recourse is to the shares of BPC Holding securing the note. In   
this manner, the remaining management acquired 41,628 shares in the aggregate.  

EMPLOYMENT AGREEMENTS                                                           

The company has employment agreements with each of Messrs. Boots, Kratochvil,   
Beeler and Herdrich. The agreements for Messrs. Boots, Kratochvil and           
Beeler expire on January 1, 2007. Mr. Herdrich's agreement expires on December  
31, 2003. The employment agreements provided for fiscal 2002 base compensation  
of $424,536, $273,400, $298,172 and $269,222, respectively. Salaries are        
subject in each case to annual adjustment at the discretion of the Compensation 
Committee of the board of directors of the company. The employment agreements   
entitle each executive to participate in all other incentive compensation plans 
established for executive officers of the company. The company may terminate    
each employment agreement for "cause" or a "disability" (as those terms are     
defined in the employment agreements). Specifically, if any of Messrs. Boots,   
Kratochvil and Beeler is terminated by Berry Plastics without "cause" or        
resigns for "good reason" (as such terms are defined in the employment          
agreements), that individual is entitled to: (1) the greater of (a) base salary 
until the later of (i) July 22, 2004 or (ii) one year after termination or (b)  
1/12 of 1 year's base salary for each year of employment up to 30 years         
by Berry Plastics or a predecessor in interest and (2) the pro rata portion of  
his annual bonus. If Mr. Herdrich is terminated without "cause" or by Berry     
Plastics at the end of the employment term (which is December 31, 2003), he is  
entitled to: (1) one-year's base salary and (2) a pro rata portion of his annual
bonus. Each employment agreement also includes customary noncompetition,        
nondisclosure and nonsolicitation provisions.                                   

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

The company established the Compensation Committee comprised of Messrs.         
Gleberman, Boots, Behrens, and Londal. The annual salary and bonus paid to      
Messrs. Boots, Kratochvil, Beeler, Herdrich and Sims for fiscal 2002 were       
determined by the Compensation Committee in accordance with their respective    
employment agreements. All other compensation decisions with respect to officers
of the company are made by Mr. Boots pursuant to policies established in        
consultation with the Compensation Committee.                                   

Messrs. Gleberman and Londal are both Managing Directors of Goldman, Sachs & Co.
Goldman, Sachs & Co. provided advisory and other services to us in connection   
with the Acquisition and acted as an initial purchaser in the offering of the   
notes. Goldman, Sachs Credit Partners, L.P. participated in and acted as joint  
lead arranger, joint bookrunner and administrative agent for our senior secured 
credit facility. Mr. Behrens is a partner of J.P. Morgan Partners, LLC, which is
the private equity investment arm of J.P. Morgan Chase & Co. Various affiliates 
of J.P. Morgan provided advisory and other services to us in connection with the
Acquisition and acted as a dealer-manager in connection with the related debt   
tender offers, acted as an initial purchaser in the offering of the notes and   
participated in and acted as joint lead arranger, joint bookrunner and a        
syndication agent for our senior secured credit facility. See "Related party    
transactions" for a description of these transactions between us and various    
affiliates of Goldman Sachs and J.P. Morgan.                                    

INDEMNIFICATION OF DIRECTORS AND OFFICERS                                       

We are incorporated under the laws of the State of Delaware. Section 145 of the 
Delaware General Corporation Law, or DGCL, provides that a Delaware corporation 
may indemnify directors and officers as well as other employees and individuals 
against expenses (including attorneys' fees), judgments, fines and amounts paid 
in settlement in connection with specified actions, suits and proceedings,      
whether civil, criminal, administrative or investigative (other than action by  
or in the right of the corporation -- a "derivative action"), if they acted in  
good faith and in a manner they reasonably believed to be in or not opposed to  
the best interests of the corporation and, with respect to any criminal action  
or proceeding, had no reasonable cause to believe their conduct was unlawful.   

A similar standard is applicable in the case of derivative actions, except that 
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such action, and the statute       
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute   
provides that it is not exclusive of other indemnification that may be granted  
by a corporation's certificate of incorporation, bylaws, disinterested director 
vote, stockholder vote, agreement, or otherwise.                                

The DGCL further authorizes a Delaware corporation to purchase and maintain     
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise, 
against any liability asserted against him and incurred by him in any such      
capacity, arising out of his status as such, whether or not the corporation     
would otherwise have the power to indemnify him under Section 145.              

The company's Certificate of Incorporation and Bylaws provide for the           
indemnification of the company's directors to the fullest extent permitted under
Delaware law. The company's Certificate of Incorporation limits the personal    
liability of a director to the corporation or its stockholders to damages for   
breach of the director's fiduciary duty. The company has purchased insurance on 
behalf of its directors and officers.                                           

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PRINCIPAL STOCKHOLDERS

       All of the outstanding capital stock of the company is owned by
Holding. The following table sets forth certain information regarding the       
beneficial ownership of the capital stock of Holding as of June 6, 2003 with    
respect to (i) each person known by Holding to own beneficially more than 5% of 
the outstanding shares of any class of its voting capital stock, (ii) each of   
Holding's directors, (iii) the Named Executive Officers and (iv) all directors  
and executive officers of Holding as a group. Except as otherwise indicated,    
each of the stockholders has sole voting and investment power with respect to   
the shares beneficially owned. Unless otherwise indicated, the address for each 
stockholder is c/o Berry Plastics Corporation, 101 Oakley Street, Evansville,   
Indiana 47710.                                                                  

                                                        [Enlarge/Download Table]

                                                                                PERCENTAGE OF
                NAME AND ADDRESS OF                                              COMMON STOCK
                 BENEFICIAL OWNER                              COMMON STOCK      OUTSTANDING*
                 ----------------                              ------------      ------------
                                                                                             
GS Capital Partners 2000, L.P. (2) ...........................     960,705           34.3%   
GS Capital Partners 2000 Offshore, L.P. (2) ..................     349,083           12.4    
GS Capital Partners 2000 GmbH & Co. Beteiligungs KG (2) ......      40,155            1.4    
GS Capital Partners 2000 Employee Fund, L.P. (2) .............     305,057           10.9    
Stone Street 2000, L.P. (2) ..................................      30,000            1.1    
Bridge Street Special  Opportunities Fund 2000, L.P. (2) .....      15,000             --    
Goldman Sachs Direct Investment Fund 2000, L.P. (2) ..........      50,000            1.8    
J.P. Morgan Partners Global Investors, L.P. (3) ..............      99,057            3.5    
J.P. Morgan Partners Global Investors (Cayman), L.P. (3) .....      50,277            1.8    
J.P. Morgan Partners Global Investors (Cayman) II, L.P. (3) ..       5,603             --    
J.P. Morgan Partners Global Investors A, L.P. (3) ............      13,503             --    
J.P. Morgan Partners (BHCA), L.P. (3) ........................     625,112           22.3    
Joseph H. Gleberman (4) ......................................   1,750,000           62.5    
Christopher C. Behrens (5) ...................................     793,552           28.4    
Patrick J. Dalton (6) ........................................   1,750,000           62.5    
Douglas F. Londal (7) ........................................   1,750,000           62.5    
Mathew J. Lori (8) ...........................................          --             --    
Ira G. Boots .................................................      64,839(9)         2.3    
James M. Kratochvil ..........................................      38,237(10)        1.4    
R. Brent Beeler ..............................................      38,526(11)        1.4    
William J. Herdrich ..........................................      25,862(12)         --    
Bruce J. Sims ................................................      21,359(13)         --    
All executive officers and directors as a group (10 persons) .   2,732,375(14)       97.7    

*     The number of shares outstanding used in calculating the percentage for   
each person, group or entity listed includes the number of shares   
    underlying options held by such person or group that were exercisable or
convertible within 60 days from June 6, 2003, but excludes shares of
stock underlying options held by any other person.                  

--    Less than one percent.                                                    

(1)   The authorized capital stock of Holding consists of 5,500,000 shares of   
     capital stock, including 5,000,000 shares of Common Stock, $.01 par value
     (the "Holding Common Stock"), and 500,000 shares of Preferred Stock, $.01
par value (the "Preferred Stock").                                  

(2)   Address is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York, 
10004.                                                              

(3)   Address is 1221 Avenue of the Americas, New York, New York 10020.         

(4)   Address is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York, 
   10004. Represents shares owned by equity funds affiliated with Goldman,
    Sachs & Co. Mr. Gleberman is a Managing Director of Goldman, Sachs & Co.
     Mr. Gleberman disclaims any beneficial ownership of the shares of Holding
  Common Stock held by equity funds affiliated with Goldman, Sachs & Co.
except to the extent of his pecuniary interest therein.             

(5)   Address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New
    York, New York 10020. Represents shares owned by equity funds affiliated
with J.P. Morgan Chase & Co. Mr. Behrens is a partner of J.P. Morgan
     Partners, which is the private equity investment arm of J.P. Morgan Chase
 & Co. Mr. Behrens disclaims any beneficial ownership of the shares of
 Holding Common Stock held by equity funds affiliated with J.P. Morgan
Chase & Co. except to the extent of his pecuniary interest therein. 

(6)   Address is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York, 
   10004. Represents shares owned by equity funds affiliated with Goldman,
  Sachs & Co. Mr. Dalton is a Vice President of Goldman, Sachs & Co. Mr.
     Dalton disclaims any beneficial ownership of the shares of Holding Common
     Stock held by equity funds affiliated with Goldman, Sachs & Co. except to
the extent of his pecuniary interest therein.                       

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(7)   Address is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York, 
   10004. Represents shares owned by equity funds affiliated with Goldman,
     Sachs & Co. Mr. Londal is a Managing Director of Goldman, Sachs & Co. Mr.
     Londal disclaims any beneficial ownership of the shares of Holding Common
     Stock held by equity funds affiliated with Goldman, Sachs & Co. except to
the extent of his pecuniary interest therein.                       

(8)   Address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New
York, New York 10020.                                               

(9)   Includes options to purchase 29,551 shares of Holding Common Stock granted
to Mr. Boots, exercisable within 60 days of June 6, 2003.           

(10)  Includes options to purchase 16,280 shares of Holding Common Stock granted
to Mr. Kratochvil, exercisable within 60 days of June 6, 2003.      

(11)  Includes options to purchase 16,318 shares of Holding Common Stock granted
to Mr. Beeler, exercisable within 60 days of June 6, 2003.          

(12)  Includes options to purchase 10,458 shares of Holding Common Stock granted
to Mr. Herdrich, exercisable within 60 days of June 6, 2003.        

(13)  Includes options to purchase 7,343 shares of Holding Common Stock granted 
to Mr. Sims, exercisable within 60 days of June 6, 2003.            

(14)  Includes options to purchase 77,453 shares of Holding Common Stock granted
to executive officers, exercisable within 60 days of June 6, 2003.  

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RELATED PARTY TRANSACTIONS

MANAGEMENT AGREEMENT WITH FIRST ATLANTIC                                        

Prior to the Acquisition, Atlantic Equity Partners International II, L.P. was   
our largest voting stockholder and we engaged First Atlantic Capital, Ltd. to   
provide certain financial and management consulting services to us. Under our   
management agreement with First Atlantic, First Atlantic provided us with       
financial advisory and management consulting services in exchange for an annual 
fee of $750,000 and reimbursement for out-of-pocket costs and expenses. In      
consideration of such services, we paid First Atlantic fees and expenses of     
approximately $385,000 for fiscal 2002, $756,000 for fiscal 2001, and $821,000  
for fiscal 2000. Under the management agreement, we paid a fee for services     
rendered in connection with certain transactions equal to the lesser of (1) 1%  
of the total transaction value and (2) $1,250,000 for any such transaction      
consummated plus out-of-pocket expenses in respect of such transaction, whether 
or not consummated. First Atlantic received advisory fees of approximately      
$580,000 in May 2000 for originating, structuring and negotiating the Poly-Seal 
acquisition. First Atlantic received advisory fees of approximately $139,000 in 
March 2001 and $250,000 in June 2001 for originating, structuring and           
negotiating the Capsol and Pescor acquisitions, respectively.                   

THE ACQUISITION                                                                 

On July 22, 2002, GS Berry Acquisition Corp., a newly formed entity controlled  
by various private equity funds affiliated with Goldman, Sachs & Co., merged    
with and into BPC Holding, pursuant to an agreement and plan of merger, dated as
of May 25, 2002. At the effective time of the Acquisition, (1) each share of    
common stock of BPC Holding issued and outstanding immediately prior to the     
effective time of the Acquisition was converted into the right to receive cash  
pursuant to the terms of the merger agreement, and (2) each share of common     
stock of GS Berry Acquisition Corp. issued and outstanding immediately prior to 
the effective time of the Acquisition was converted into one share of common    
stock of BPC Holding. Additionally, in connection with the Acquisition, we      
retired all of BPC Holding's senior secured notes and Berry Plastics' senior    
subordinated notes, repaid all amounts owed under our credit facilities,        
redeemed all of the outstanding preferred stock of BPC Holding, entered into a  
new credit facility and completed an offering of new senior subordinated notes  
of Berry Plastics. As a result of the Acquisition, private equity funds         
affiliated with Goldman, Sachs & Co. own approximately 63% of the outstanding   
common stock of BPC Holding, private equity funds affiliated with J.P. Morgan   
Chase & Co. own approximately 29% and members of our management own the         
remaining 8%.                                                                   

ADVISORY FEES                                                                   

In connection with the Acquisition, we paid Goldman, Sachs & Co. and its        
affiliates a total of $8.0 million for advisory and other services, J.P. Morgan 
Securities Inc., an affiliate of J.P. Morgan Chase & Co., a total of $5.2       
million for advisory and other services and First Atlantic Capital, Ltd., a     
total of $1.8 million for advisory and other services.                          

SENIOR SUBORDINATED DEBT PURCHASES                                              

In connection with the Acquisition, Berry Plastics sold the notes to various    
private institutional buyers. Goldman, Sachs & Co. and J.P. Morgan acted as     
joint book-running managers in the transaction and received fees of             
approximately $4.4 million and $3.2 million, respectively, for services         
performed.                                                                      

TENDER OFFER FEES                                                               

Prior to the Acquisition, BPC Holding and Berry Plastics engaged in tender offer
and consent solicitations to acquire their outstanding senior secured and senior
subordinated notes, respectively. J.P. Morgan Securities, Inc. acted as a       
dealer-manager in connection with these tender offer and consent solicitations  
for consideration of $0.1 million.                                              

THE SENIOR SECURED CREDIT FACILITY                                              

In connection with the Acquisition, we entered into a senior secured credit     
facility with a syndicate of lenders led by Goldman Sachs Credit Partners L.P., 
an affiliate of Goldman, Sachs & Co., as administrative agent, and JPMorgan     
Chase Bank, as syndication agent. For a description of the senior secured credit
facility, see "Description of other indebtedness - The senior secured credit    
facility."                                                                      

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STOCKHOLDERS AGREEMENT WITH MAJOR STOCKHOLDERS                                  

In connection with the Acquisition, BPC Holding entered into a stockholders'    
agreement with GSCP 2000 and other private equity funds affiliated with Goldman,
Sachs & Co. that, in the aggregate, own a majority of our common stock and J.P. 
Morgan Partners Global Investors, L.P. and other private equity funds affiliated
with J.P. Morgan Securities Inc. that, in the aggregate, own approximately 29%  
of our common stock. Under the terms of this agreement, among other things: (1) 
GSCP 2000 and other private equity funds affiliated with Goldman, Sachs & Co.,  
have the right to designate five members of our board of directors, one of which
shall be a member of our management, and J.P. Morgan Partners Global Investors, 
L.P. and other private equity funds affiliated with J.P. Morgan Securities Inc. 
have the right to designate two members of our board of directors, one of which 
will be designated by J.P. Morgan Partners Global Investors, L.P.; (2) the      
Goldman Sachs and J.P. Morgan funds have the right to subscribe for a           
proportional share of future equity issuances by BPC Holding; (3) after July 29,
2009, the J.P. Morgan funds have the right to demand that BPC Holding cause the 
initial public offering of its common stock, if such an offering or other sale  
of BPC Holding has not occurred by such time; and (4) BPC Holding has agreed not
to take specified actions, including, making certain amendments to either the   
certificate of incorporation or the by-laws of BPC Holding, changing independent
accountants, or entering into certain affiliate transactions, without the       
approval of a majority of its board of directors, including at least one        
director designated by the J.P. Morgan funds. The stockholders agreement also   
contains provisions regarding transfer restrictions, rights of first offer,     
tag-along rights and drag-along rights related to the shares of BPC Holding     
common stock owned by the Goldman Sachs and J.P. Morgan funds.                  

STOCKHOLDERS AGREEMENT WITH MANAGEMENT                                          

In connection with the Acquisition, BPC Holding also entered into a stockholders
agreement with certain members of BPC Holding's management. The stockholders    
agreement grants certain rights to, and imposes certain obligations on, the     
management stockholders who are party to the agreement, including: (1)          
restrictions on transfer of BPC Holding's common stock; (2) obligations to      
consent to a merger or consolidation of BPC Holding or a sale of BPC Holding's  
assets or common stock; (3) obligations to sell their shares of BPC Holding     
common stock back to BPC Holding in specified circumstances in connection with  
the termination of their employment with BPC Holding; (4) rights of first offer,
(5) tag-along rights, (6) drag- along rights, (7) preemptive rights and (8)     
registration rights.                                                            

LOANS TO EXECUTIVE OFFICERS                                                     

In connection with the Acquisition, Messrs. Boots, Kratochvil, Beeler, Herdrich 
and Sims together with certain other senior employees acquired shares of BPC    
Holding common stock pursuant to an employee stock purchase program. These      
employees paid for these shares with any combination of (1) shares of BPC       
Holding common stock that they held prior to the Acquisition; (2) their cash    
transaction bonus, if any; and (3) a promissory note. In this manner, the senior
employees acquired 182,699 shares in the aggregate. Messrs. Boots, Kratochvil,  
Beeler, Herdrich and Sims purchased 37,785, 21,957, 22,208, 15,404, and 14,016  
shares of BPC Holding common stock, respectively pursuant to this program. In   
connection with these purchases, Messrs. Boots, Kratochvil, Beeler, Herdrich and
Sims delivered ten-year promissory notes to BPC Holding in the principal amounts
of $2,518,500, $1,302,900, $1,313,400, $1,027,000 and $915,900, respectively.   
The promissory notes are secured by the shares purchased and such notes accrue  
interest which compounds semi-annually at the rate of 5.50% per year, the       
applicable federal rate for the notes in effect on July 16, 2002. Principal and 
all accrued interest is due and payable on the earlier to occur of (i) the end  
of the ten-year term, (ii) the ninetieth day following such executive's         
termination of employment due to death, "disability", "redundancy" (as such     
terms are defined in the 2002 Stock Option Plan) or retirement, or (iii) the    
thirtieth day following such executive's termination of employment for any other
reason. As of March 14, 2003, a total of $2,610,661, $1,349,982, $1,360,862,    
$1,064,112 and $948,997, including principal and accrued interest, was          
outstanding under the promissory notes for each of Messrs. Boots, Kratochvil,   
Beeler, Herdrich and Sims, respectively.                                        

FUTURE RELATIONSHIPS WITH GOLDMAN SACHS AND J.P. MORGAN                         

In the future, we may engage in commercial banking, investment banking or other 
financial advisory transactions with Goldman Sachs and its affiliates or J.P.   
Morgan and its affiliates. In addition, Goldman Sachs and its affiliates or J.P.
Morgan and its affiliates may purchase goods and services from us from time to  
time in the future.                                                             

TAX SHARING AGREEMENT                                                           

For federal income tax purposes, Berry Plastics and its domestic subsidiaries 
are included in the affiliated group of which Holding is the common parent and  
as a result, the federal taxable income and loss of Berry Plastics and its      
subsidiaries is included in the group consolidated tax return filed by Holding. 
In April 1994, Holding, Berry Plastics and certain of its subsidiaries entered  
into a tax sharing agreement, which was amended and restated in March 2001 (the 
"Tax Sharing Agreement"). Under the Tax                                         

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Sharing Agreement, for fiscal 1994 and all taxable years thereafter for which   
the Tax Sharing Agreement remains in effect, Berry Plastics and its subsidiaries
as a consolidated group are required to pay at the request of Holding an amount 
equal to the taxes (plus any accrued interest) that they would otherwise have to
pay if they were to file separate federal, state or local income tax returns    
(including any amounts determined to be due as a result of a redetermination    
arising from an audit or otherwise of a tax liability which is attributable to  
them). If Berry Plastics and its subsidiaries would have been entitled to a tax 
refund for taxes paid previously on the basis computed as if they were to file  
separate returns, then under the Tax Sharing Agreement, Holding is required to  
pay at the request of Berry Plastics and its subsidiaries an amount equal to    
such tax refund. If, however, Berry Plastics and its subsidiaries would have    
reported a tax loss if they were to file separate returns, then Holding intends,
but is not obligated under the Tax Sharing Agreement, to pay to Berry Plastics  
and its subsidiaries an amount equal to the tax benefit that is realized by     
Holding as a result of such separate loss. Under the Tax Sharing Agreement any  
such payments to be made by Holding to Berry Plastics or any of its subsidiaries
on account of a tax loss are within the sole discretion of Holding. Berry       
Plastics and its subsidiaries made payments of $8.5 million each to Holding in  
December 2001 and June 2002 under this tax sharing agreement.                   

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 DESCRIPTION OF OTHER INDEBTEDNESS

THE SENIOR SECURED CREDIT FACILITY                                              

In connection with the Acquisition, we and BPC Holding and our domestic         
subsidiaries entered into a senior secured credit facility with the lenders from
time to time party thereto, Goldman Sachs Credit Partners L.P., as              
administrative agent, JPMorgan Chase Bank, as syndication agent, Fleet National 
Bank, as collateral agent, issuing bank and swing line lender, and The Royal    
Bank of Scotland plc and General Electric Capital Corporation, as co-           
documentation agents. For purposes of this section, "we," "our" and "us" refer  
to Berry Plastics Corporation.                                                  

Set forth below is a summary of the terms and conditions of the senior secured  
credit facility.                                                                

The senior secured credit facility is comprised of (i) a $330.0 million term    
loan, (ii) a $50.0 million delayed draw term loan facility, and (iii) a $100.0  
million revolving credit facility. We are the borrower under the senior secured 
credit facility. The maturity date of the term loan is July 22, 2010 and the    
maturity date of the revolving credit facility is July 22, 2008. The term loan  
was funded on the closing date and the proceeds were used in connection with the
Acquisition to pay the cash consideration payable to stockholders, the costs of 
prepaying company indebtedness and the transaction costs incurred in connection 
therewith. At June 10, 2003, there were no borrowings outstanding on the delayed
draw term loan facility or the revolving line of credit. The net outstanding    
balance of the term loan at June 10, 2003 was $327.5 million.                   

TERM LOAN/DELAYED DRAW TERM LOAN FACILITY/PREPAYMENT                            

The term loan amortizes quarterly as follows:                                   

o     $825,000 each quarter beginning September 30, 2002, and ending June 30,   
2009; and                                                           

o     $76,725,000 each quarter beginning September 30, 2009 and ending June 30, 
2010.                                                               

The delayed draw term loan facility will amortize quarterly commencing March 31,
2004 based on the amounts outstanding as of that date as follows: (i) 2% per    
quarter in 2004, (ii) 4% per quarter in 2005, (iii) 6% per quarter in 2006, (iv)
8% per quarter in 2007 and (v) 10% per quarter in each of the first two quarters
in 2008.                                                                        

The senior secured credit facility may be prepaid at any time; provided,        
however, that voluntary prepayments will be applied first to repay swingline    
loans, and second, as between revolving loans on the one hand and the term loan 
and delayed draw term loans on the other hand, as we direct. Voluntary          
prepayments of the term loan and the delayed draw term loan facility will be    
made pro rata in accordance with the then outstanding principal amount under    
each loan and will be applied pro rata across scheduled amortization payments.  

Borrowings and commitments under our credit facility will be subject to         
mandatory prepayment under specified circumstances, including some asset sales, 
receipt of proceeds of casualty insurance or condemnation, issuances of equity  
securities and from our excess cash flow (as defined in our senior secured      
credit facility).                                                               

DELAYED DRAW TERM LOAN FACILITY                                                 

Amounts available under the delayed draw term loan facility may be borrowed (but
not reborrowed) during the 18-month period beginning on July 22, 2002, provided 
that, among other things, no default or event of default exists at the time of  
borrowing, and the leverage ratio is not in excess of 5.20:1.00 if the borrowing
is made on or prior to June 29, 2003 or 5.00:1.00 if the borrowing is made      
thereafter. Delayed draw term loans may only be made in connection with         
permitted acquisitions.                                                         

REVOLVING LOANS                                                                 

There will be no required amortization of the revolving credit facility.        
Outstanding borrowings under the revolving credit facility may be repaid at any 
time and may be reborrowed at any time prior to July 22, 2008. The revolving    
credit facility will allow us to obtain up to $15 million of letters of credit  
instead of borrowing and up to $10 million of swingline loans. Revolving loans  
in connection with permitted acquisitions will only be made if a leverage ratio 
is met.                                                                         

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INTEREST RATE AND FEES                                                          

Borrowings under the senior secured credit facility bear interest, at our       
option, at either (i) a base rate (defined as a rate per annum equal to the     
greater of the prime rate and the federal funds effective rate in effect on the 
date of determination plus 1/2 of 1.00%) plus the applicable margin (as defined 
below) (the "Base Rate Loans") or (ii) an adjusted Eurodollar Rate (defined as  
the rate (as adjusted for statutory reserve requirements for eurocurrency       
liabilities) for Eurodollar deposits for a period of one, two, three or six     
months, as we select) (the "Eurodollar Rate Loans") plus the applicable margin. 
With respect to the term loan, the "applicable margin" is (i) with respect to   
Base Rate Loans, 2.00% per annum and (ii) with respect to Eurodollar Rate Loans,
3.00% per annum. With respect to the delayed draw term loan facility and the    
revolving credit facility, the "applicable margin" is, with respect to          
Eurodollar Rate Loans, initially 2.75% per annum. After the end of the quarter  
ending March 29, 2003, the "applicable margin" with respect to Eurodollar Rate  
Loans will be subject to a pricing grid which ranges from 2.75% per annum to    
2.00% per annum, depending on our leverage ratio. The "applicable margin" with  
respect to Base Rate Loans will always be 1.00% per annum less than the         
"applicable margin" for Eurodollar Rate Loans. Interest will be payable         
quarterly for Base Rate Loans and at the end of the relevant interest period of 
one, two, three, or six months (or quarterly in certain cases) for all          
Eurodollar Rate Loans. Interest is payable quarterly for Base Rate Loans and at 
the end of the applicable interest period for all Eurodollar Rate Loans. The    
interest rate applicable to overdue payments and to outstanding amounts         
following an event of default under the senior secured credit facility is equal 
to the interest rate at the time of an event of default plus 2.00%. The senior  
secured credit facility also require us to pay commitment fees equal to 0.75%   
per annum on the average daily unused portion of the delayed draw term loan     
facility and 0.50% per annum on the average daily unused portion of the         
revolving credit facility, which fee is subject to a pricing grid ranging from  
0.50% per annum to 0.375% per annum after the end of the quarter ending March   
29, 2003, letter of credit fees (equal to the "applicable margin" for revolving 
loans that are Eurodollar Rate Loans) and fronting fees (not to exceed 0.25%) on
the average daily unused portion of the letters of credit, as well as annual    
agency fees.                                                                    

SECURITY                                                                        

Our obligations under the senior secured credit facility are secured by a first 
priority security interest (with certain exceptions) in substantially all of our
assets and the assets of the guarantors described below and, in addition, by a  
pledge of 100% of our shares and 100% of the shares of our domestic subsidiaries
and up to 65% of the shares of our foreign subsidiaries and all intercompany    
debt with the exception of debt owed to our foreign subsidiaries.               

GUARANTORS                                                                      

BPC Holding and each of our domestic subsidiaries have guaranteed our           
obligations under the senior secured credit facility.                           

REPRESENTATIONS AND WARRANTIES                                                  

The senior secured credit facility contains representations and warranties      
customary for this type of financing.                                           

COVENANTS AND CONDITIONS                                                        

In addition to customary affirmative covenants, the senior secured credit       
facility requires us to enter into interest rate hedging agreements to the      
extent necessary for at least 50% of the total indebtedness (not including      
indebtedness owed under the revolving credit facility) to be at a fixed rate and
require us to provide funding protections customary for this type of financing, 
including breakage costs, gross-up for withholding, compensation for increased  
costs and compliance with capital adequacy and other regulatory restrictions.   
The senior secured credit facility include negative covenants that restrict our 
and the guarantors' ability to, among other things:                             

o     incur additional indebtedness;                                            

o     incur liens;                                                              

o     enter into agreements with negative pledge clauses;                       

o     make investments;                                                         

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o     guarantee obligations;                                                    

o     pay dividends or make redemptions or other payments in respect of capital 
stock;                                                              

o     make payments with respect to subordinated debt;                          

o     engage in mergers and make acquisitions;                                  

o     sell assets;                                                              

o     make capital expenditures;                                                

o     enter into leases;                                                        

o     engage in transactions with affiliates; and                               

o     make investments in foreign subsidiaries.                                 

The senior secured credit facility also contains (i) a minimum interest coverage
ratio as of the last day of any quarter, beginning with the quarter ending      
December 2002, of 2.00:1.00 per quarter through the quarter ending March 2004,  
2.10:1.00 per quarter for the quarters ending June 2004 and September 2004,     
2.15:1.00 per quarter for the quarters ending December 2004 and March 2005,     
2.25:1.00 per quarter for the quarters ending June 2005 through the quarter     
ending March 2006, 2.35:1.00 per quarter for the quarters ending June 2006      
through the quarter ending December 2006 and 2.50:1.00 per quarter thereafter,  
(ii) a maximum amount of capital expenditures (subject to the rollover of       
certain unexpended amounts from the prior year) of $45 million for the year     
ending 2002, $50 million for the years ending 2003 and 2004, $60 million for the
years ending 2005, 2006 and 2007, and $65 million for each year thereafter, and 
(iii) a maximum total leverage ratio as of the last day of any quarter,         
beginning with the quarter ending December 2002, of 5.90:1.00 per quarter       
through the quarter ending June 2003, 5.75:1.00 per quarter for the quarters    
ending September 2003 through the quarter ending March 2004, 5.50:1.00 per      
quarter for the quarters ending June 2004 and September 2004, 5.25:1.00 per     
quarter for the quarters ending December 2004 through the quarter ending June   
2005, 5.00:1.00 per quarter for the quarters ending September 2005 and December 
2005, 4.75:1.00 per quarter for the quarters ending March 2006 and June 2006,   
4.50:1.00 per quarter for the quarters ending September 2006 through the quarter
ending March 2007, 4.25:1.00 per quarter for the quarters ending June 2007      
through the quarter ending December 2007, and 4.00:1.00 per quarter thereafter. 

Certain conditions must be met for us to borrow under the revolving credit      
facility or the delayed draw term loan facility in the future, including that   
there has been no material adverse change to the business, operations,          
properties, assets, condition (financial or otherwise) or prospects of the      
company and the guarantors, taken as a whole.                                   

EVENTS OF DEFAULT                                                               

The senior secured credit facility contains customary and appropriate events of 
default, which are subject to customary grace periods and materiality standards.
The occurrence of a default, an event of default or a material adverse effect on
Berry Plastics would result in our inability to obtain further borrowings under 
our revolving credit facility and could also result in the acceleration of our  
obligations under any or all of our debt agreements, each of which could        
materially and adversely affect our business. We were in compliance with all of 
the financial and operating covenants at March 29, 2003.                        

CAPITAL LEASES                                                                  

We and our subsidiaries are also party to capital leases entered into in the    
ordinary course of business. As of March 29, 2003, we had $26.7 million of      
capital leases outstanding. We repaid approximately $7.1 million of the         
outstanding capital leases at the time of the Acquisition.                      

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NEVADA INDUSTRIAL REVENUE BONDS                                                 

We are party to a Financing Agreement with the City of Henderson, Nevada Public 
Improvement Trust, pursuant to which we have agreed to pay amounts sufficient to
pay principal, interest and any premium on an issue of Nevada Industrial Revenue
Bonds.                                                                          

The Nevada Industrial Revenue Bonds had $2.5 million outstanding as of March 29,
2003, bear interest at a variable rate (1.3% at March 29, 2003), require annual 
principal payments of $0.5 million on each April 1 until maturity, are          
collateralized by an irrevocable letter of credit issued by JPMorgan Chase Bank 
under our revolving credit facility and mature in April 2007.                   

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DESCRIPTION OF THE NOTES

Definitions of certain terms used in this Description of the notes may be found 
under the heading "Certain definitions." Defined terms used in this description 
but not defined below under the heading "Certain definitions" have the meanings 
assigned to them in the Indenture. For purposes of this section, (i) the term   
"Company" refers only to Berry Plastics Corporation and not to any of its       
subsidiaries, (ii) the term "Holding" refers to BPC Holding Corporation, the    
parent company of the Company, and not to any of its Subsidiaries and (iii) the 
term "Notes" refers to the 10 3/4% Senior Subordinated Notes due 2012. Certain  
of the Company's Subsidiaries and Holding will guarantee the Notes and therefore
will be subject to many of the provisions contained in this "Description of the 
notes". Each company which guarantees the Notes is referred to in this section  
as a "Note Guarantor." Each such guarantee is termed a "Note Guarantee."        

The Company will issue the notes under the Indenture, dated as of July 22, 2002 
(the "Indenture"), among the Company, the Note Guarantors and U.S. Bank Trust   
National Association, as trustee (the "Trustee"), filed as an exhibit to the    
registration statement of which this prospectus is a part. The Indenture        
contains provisions which define your rights under the Notes. In addition, the  
Indenture governs the obligations of the Company and of each Note Guarantor     
under the Notes. The terms of the notes include those stated in the Indenture   
and, upon effectiveness of a registration statement with respect to the notes,  
those made part of the Indenture by reference to the TIA.                       

The following description is meant to be only a summary of certain provisions of
the Indenture. It does not restate the terms of the Indenture in their entirety.
We urge that you carefully read the Indenture as it, and not this description,  
governs our obligations and your rights as Holders.                             

OVERVIEW OF THE NOTES AND THE NOTE GUARANTEES                                   

THE NOTES                                                                       

These Notes:                                                                    

o     are general unsecured obligations of the Company;             

     o     are equally in right of payment with any existing and future Senior
Subordinated Indebtedness of the Company;               

 o     are subordinated in right of payment to all existing and future
Senior Indebtedness of the Company;                     

o     are senior in right of payment to all future Subordinated     
Obligations of the Company;                             

 o     are effectively subordinated to all Secured Indebtedness of the
      Company and its Subsidiaries to the extent of the value of the
assets securing such Indebtedness; and                  

  o     are effectively subordinated to all liabilities (including Trade
            Payables) and Preferred Stock of each Subsidiary of the Company that
is not a Note Guarantor.                                

THE NOTE GUARANTEES                                                             

These Notes are guaranteed by Holding, and all existing and future Domestic     
Subsidiaries of the Company, except as provided below.                          

The Note Guarantee of each Note Guarantor:                                      

o     is general unsecured obligations of such Note Guarantor;      

o     ranks equally in right of payment with any existing and future
Senior Subordinated Indebtedness of such Note Guarantor;

o     is subordinated in right of payment to all existing and future
Senior Indebtedness of such Note Guarantor;             

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      o     is senior in right of payment to all future Subordinated Obligations
of such Note Guarantor;                                 

      o     is effectively subordinated to all Secured Indebtedness of such Note
        Guarantor and its Subsidiaries to the extent of the value of the
assets securing such Indebtedness; and                  

     o     is effectively subordinated to the obligations of any Subsidiary of
    a Note Guarantor if that Subsidiary is not a Note Guarantor.

The Notes will not be guaranteed by Berry Plastics Acquisition Corporation II,  
NIM Holdings Limited, Berry Plastics U.K. Limited, Norwich Acquisition Limited, 
Capsol Berry Plastics S.p.a. or Ociesse S.r.l. The Notes will not be guaranteed 
by any Foreign Subsidiaries in the future unless any such Foreign Subsidiary    
Guarantees any Senior Indebtedness of the Company or any of the Company's       
Subsidiaries (other than that of another Foreign Subsidiary). The Note Guarantee
of any Note Guarantor may be released in certain circumstances as described     
under "Certain covenants -- Future note guarantors and release of note          
guarantees." As of March 29, 2003, these non-guarantor Subsidiaries (i) had     
approximately $10.2 million of total liabilities (including trade payables, but 
excluding liabilities owed to us), (ii) had approximately 5% of the Company's   
Consolidated assets and (iii) generated approximately 4% of the Company's       
Consolidated revenues.                                                          

PRINCIPAL, MATURITY AND INTEREST                                                

We initially issued Notes in an aggregate principal amount of $250.0 million.   
The Notes will mature on July 15, 2012. We will issue the Notes in fully        
registered form, without coupons, in denominations of $1,000 and any integral   
multiple of $1,000.                                                             

Each Note we issue will bear interest at a rate of 10 -3/4% per annum beginning 
on July 22, 2002 or from the most recent date to which interest has been paid or
provided for. We will pay interest semiannually to Holders of record at the     
close of business on the January 1 or July 1 immediately preceding the interest 
payment date on January 15 and July 15 of each year. We will begin paying       
interest to Holders on January 15, 2003.                                        

INDENTURE MAY BE USED FOR FUTURE ISSUANCES                                      

We may issue from time to time additional Notes having identical terms and      
conditions to the Notes we are currently offering (the "Additional Notes"). We  
will only be permitted to issue such Additional Notes if at the time of such    
issuance we are in compliance with the covenants contained in the Indenture, but
the amount of such Additional Notes will not otherwise be restricted by the     
Indenture. Any Additional Notes will be part of the same issue as the Notes that
we are currently offering and will vote on all matters with such Notes.         

PAYING AGENT AND REGISTRAR                                                      

We will pay the principal of, premium, if any, interest (including Additional   
Interest), if any, on the Notes at any office of ours or any agency designated  
by us which is located in the Borough of Manhattan, The City of New York. We    
have initially designated the corporate trust office of the Trustee to act as   
the agent of the Company in such matters. The location of the corporate trust   
office is 100 Wall Street, 16th Floor, New York, New York 10005. We, however,   
reserve the right to pay interest to Holders by check mailed directly to Holders
at their registered addresses.                                                  

Holders may exchange or transfer their Notes at the same location given in the  
preceding paragraph. No service charge will be made for any registration of     
transfer or exchange of Notes. We, however, may require Holders to pay any      
transfer tax or other similar governmental charge payable in connection with any
such transfer or exchange.                                                      

OPTIONAL REDEMPTION                                                             

Except as set forth in the following paragraph, we may not redeem the Notes     
prior to July 15, 2007. After this date, we may redeem the Notes, in whole or in
part, on one or more occasions, on not less than 30 nor more than 60 days' prior
notice, at the following redemption prices (expressed as percentages of         
principal amount), plus accrued and unpaid interest and Additional Interest     
thereon, if any, to, but not including, the redemption date (subject to the     
right of Holders of record on the relevant record date to receive interest,     
including Additional Interest, if any, due on the relevant interest payment     
date), if redeemed during the 12-month period commencing on July 15 of the years
set forth below:                                                                

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                                                                [Download Table]

                         REDEMPTION
YEAR                        PRICE  
----                        -----  
                                   
2007 .................     105.375%
2008 .................     103.583%
2009 .................     101.792%
2010 and thereafter ..     100.000%

Prior to July 15, 2005, we may, on one or more occasions, also redeem up to a   
maximum of 35% of the original aggregate principal amount of the Notes          
(calculated giving effect to any issuance of Additional Notes) with the Net Cash
Proceeds of one or more Equity Offerings (1) by the Company or (2) by Holding to
the extent the Net Cash Proceeds thereof are contributed to the Company or used 
to purchase Capital Stock (other than Disqualified Stock) of the Company from   
the Company, at a redemption price equal to 110.75% of the principal amount     
thereof, plus accrued and unpaid interest and Additional Interest thereon, if   
any, to, but not including, the redemption date (subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant   
interest payment date); provided, however, that after giving effect to any such 
redemption:                                                                     

    (1) at least 65% of the original aggregate principal amount of the Notes
  (calculated giving effect to any issuance of Additional Notes) remains
outstanding; and                                                    

      (2) any such redemption by the Company must be made within 60 days of such
      Equity Offering and must be made in accordance with certain procedures set
forth in the Indenture.                                             

In determining whether to redeem the notes, we may consider, among other things,
our cash flow, time remaining to maturity of the notes, our overall cost of     
capital, other financing alternatives, the state of the capital markets and our 
overall financial condition.                                                    

SELECTION                                                                       

If we partially redeem Notes, the Trustee will select the Notes to be redeemed  
on a pro rata basis, by lot or by such other method as the Trustee in its sole  
discretion shall deem to be fair and reasonable, although no Note of $1,000 in  
original principal amount or less will be redeemed in part. If we redeem any    
Note in part only, the notice of redemption relating to such Note shall state   
the portion of the principal amount thereof to be redeemed. A new Note in       
principal amount equal to the unredeemed portion thereof will be issued in the  
name of the Holder thereof upon cancellation of the original Note. On and after 
the redemption date, interest will cease to accrue on Notes or portions thereof 
called for redemption so long as we have deposited with the Paying Agent funds  
sufficient to pay the principal of, plus accrued and unpaid interest and        
Additional Interest thereon, if any, the Notes to be redeemed.                  

RANKING                                                                         

The Notes will be unsecured Senior Subordinated Indebtedness of the Company,    
will be subordinated in right of payment to all existing and future Senior      
Indebtedness of the Company, will rank equally in right of payment with any     
existing and future Senior Subordinated Indebtedness of the Company and will be 
senior in right of payment to all future Subordinated Obligations of the        
Company. The Notes also will be effectively subordinated to all Secured         
Indebtedness of the Company and its Subsidiaries to the extent of the value of  
the assets securing such Indebtedness. However, payment from the money or the   
proceeds of U.S. Government Obligations held in any defeasance trust described  
below under the caption "Defeasance" will not be subordinated to any Senior     
Indebtedness or subject to the restrictions described herein.                   

The Note Guarantees will be unsecured Senior Subordinated Indebtedness of the   
applicable Note Guarantor, will be subordinated in right of payment to all      
existing and future Senior Indebtedness of such Note Guarantor, will rank       
equally in right of payment with any existing and future Senior Subordinated    
Indebtedness of such Note Guarantor and will be senior in right of payment to   
all future Subordinated Obligations of such Note Guarantor. The Note Guarantees 
also will be effectively subordinated to all Secured Indebtedness of the        
applicable Note Guarantor and its Subsidiaries to the extent of the value of the
assets securing such Secured Indebtedness and effectively subordinated to the   
obligations of any Subsidiary of a Note Guarantor if that Subsidiary is not a   
Note Guarantor.                                                                 

The Company currently conducts most of its operations through its Subsidiaries. 
To the extent such Subsidiaries are not Guarantors, creditors of such           
Subsidiaries, including trade creditors, and preferred stockholders, if any, of 
such Subsidiaries generally will have priority with respect to the assets and   
earnings of such Subsidiaries over the claims of creditors of the Company,      
including Holders. The Notes, therefore, will be effectively subordinated to the
claims of creditors, including trade                                            

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creditors, and preferred stockholders, if any, of Subsidiaries of the Company   
that are not Note Guarantors. For example, except under certain circumstances,  
the Company's Foreign Subsidiaries will not guarantee the Notes.                

As of March 29, 2003:                                                           

     o     we had approximately $363.1 million of Senior Indebtedness to which
      the Notes and the Note Guarantees would be subordinated (which
           amount excludes $9.5 million of letters of credit and the remaining
          availability of $135.5 million under our revolving credit facility
       and our delayed draw term loan facility; however, the covenants
         under our senior secured credit facility may limit our ability to
    make such borrowings and as of March 29, 2003, we could have
borrowed $24.8 million);                                

  o     we did not have any Senior Subordinated Indebtedness (other than
the Notes);                                             

o     we did not have any Subordinated Obligations; and             

    o     our Subsidiaries that are not Note Guarantors would have had $10.2
 million of liabilities, excluding liabilities owed to us.

Although the Indenture will limit the Incurrence of Indebtedness by the Company 
and the Restricted Subsidiaries and the issuance of Preferred Stock by the      
Restricted Subsidiaries, such limitation is subject to a number of significant  
qualifications. The Company and its Subsidiaries may be able to Incur           
substantial amounts of additional Indebtedness in certain circumstances. Such   
Indebtedness may be Senior Indebtedness. In addition, the Indenture will not    
limit the Incurrence of Indebtedness by Holding or have any other restrictions  
on Holding.                                                                     

"Senior Indebtedness" of the Company or any Note Guarantor means Bank           
Indebtedness and the principal of, premium (if any) and accrued and unpaid      
interest on (including interest accruing on or after the filing of any petition 
in bankruptcy or for reorganization of the Company or any Note Guarantor,       
regardless of whether or not a claim for post-filing interest is allowed in such
proceedings), and fees and other amounts owing in respect of, all other         
Indebtedness of the Company or any Note Guarantor, as applicable, whether       
outstanding on the Closing Date or thereafter Incurred, unless in the instrument
creating or evidencing the same or pursuant to which the same is outstanding it 
is provided that such obligations are pari passu with or subordinated in right  
of payment to the Notes or such Note Guarantor's Note Guarantee, as applicable; 
provided, however, that Senior Indebtedness of the Company or any Note Guarantor
shall not include:                                                              

    (1) any obligation of the Company or any Subsidiary of the Company or of
      such Note Guarantor to the Company or any other Subsidiary of the Company;

    (2) any liability for federal, state, local or other taxes owed or owing
by the Company or such Note Guarantor, as applicable;               

     (3) any accounts payable or other liability to trade creditors arising in
the ordinary course of business (including Guarantees thereof or    
instruments evidencing such liabilities);                           

     (4) any Indebtedness or obligation of the Company or such Note Guarantor,
  as applicable (and any accrued and unpaid interest in respect thereof)
that by its terms is subordinate in right of payment to any other   
Indebtedness or obligation of the Company or such Note Guarantor, as
applicable, including any Senior Subordinated Indebtedness and any  
Subordinated Obligations of the Company or such Note Guarantor, as  
applicable;                                                         

(5) any obligations with respect to any Capital Stock; or           

  (6) any Indebtedness (or portion thereof) Incurred in violation of the
Indenture.                                                          

Only Indebtedness of the Company that is Senior Indebtedness will rank senior to
the Notes. The Notes will rank equally in all respects with all other Senior    
Subordinated Indebtedness of the Company. The Company will not Incur, directly  
or indirectly, any Indebtedness which is subordinate in right of payment to     
Senior Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness
or is expressly subordinated in right of payment to Senior Subordinated         
Indebtedness. Unsecured Indebtedness is not deemed to be subordinate in right of
payment to Secured Indebtedness merely because it is unsecured and Indebtedness 
which has different security or different priorities in the same security will  
not be deemed subordinate in right of payment to Secured Indebtedness due to    
such differences.                                                               

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The Company may not pay principal of, premium (if any) or interest on the Notes,
or make any further deposit pursuant to the provisions described under          
"Defeasance" below, and may not otherwise purchase, repurchase, redeem or       
otherwise acquire or retire for value any Notes (collectively, "pay the Notes") 
(except in Permitted Junior Securities or except from a previously created trust
described under "Defeasance") if:                                               

  (1) any Designated Senior Indebtedness of the Company is not paid when
due, whether upon acceleration or otherwise, or                     

  (2) any other default on Designated Senior Indebtedness of the Company
occurs and the maturity of such Designated Senior Indebtedness is   
accelerated in accordance with its terms                            

unless, in either case,                                                         

  (x) the default has been cured or waived and any such acceleration has
been rescinded, or                                                  

(y) such Designated Senior Indebtedness has been paid in full;      

provided, however, that the Company may pay the Notes without regard to the     
foregoing if the Company and the Trustee receive written notice approving such  
payment from the Representative of the Designated Senior Indebtedness with      
respect to which either of the events set forth in clause (1) or (2) above has  
occurred and is continuing.                                                     

In addition, during the continuance of any default (other than a default        
described in clause (1) or (2) of the immediately preceding paragraph) with     
respect to any Designated Senior Indebtedness of the Company pursuant to which  
the maturity thereof may be accelerated immediately without further notice      
(except such notice as may be required to effect such acceleration) or the      
expiration of any applicable grace periods, we may not pay the Notes (except in 
Permitted Junior Securities or except from a previously created trust described 
under "Defeasance") for a period (a "Payment Blockage Period") commencing upon  
the receipt by the Trustee (with a copy to us) of written notice (a "Blockage   
Notice") of such default from the Representative of such Designated Senior      
Indebtedness specifying an election to effect a Payment Blockage Period and     
ending 179 days thereafter (or earlier if such Payment Blockage Period is       
terminated:                                                                     

   (1) by written notice to the Trustee and the Company from the Person or
Persons who gave such Blockage Notice,                              

(2) by repayment in full of such Designated Senior Indebtedness, or 

    (3) because the default giving rise to such Blockage Notice is no longer
continuing).                                                        

Notwithstanding the provisions described in the immediately preceding paragraph 
(but subject to the provisions contained in the second preceding and in the     
immediately succeeding paragraph), unless the holders of such Designated Senior 
Indebtedness or the Representative of such holders have accelerated the maturity
of such Designated Senior Indebtedness, the Company may resume payments on the  
Notes after the end of such Payment Blockage Period, including any missed       
payments.                                                                       

Not more than one Blockage Notice may be given in any consecutive 360-day       
period, irrespective of the number of defaults with respect to Designated Senior
Indebtedness during such period. However, if any Blockage Notice within such    
360-day period is given by or on behalf of any holders of Designated Senior     
Indebtedness other than the Bank Indebtedness, the Representative of the Bank   
Indebtedness may give another Blockage Notice within such period. In no event,  
however, may the total number of days during which any Payment Blockage Period  
or Periods (including any periods in respect of any additional Blockage Notices 
delivered by the Representative pursuant to the prior sentence) is in effect    
exceed 179 days in the aggregate during any 360 consecutive day period. For     
purposes of this paragraph, no default or event of default that existed or was  
continuing on the date of the commencement of any Payment Blockage Period with  
respect to the Designated Senior Indebtedness initiating such Payment Blockage  
Period shall be, or be made, the basis of the commencement of a subsequent      
Payment Blockage Period by the Representative of such Designated Senior         
Indebtedness, whether or not within a period of 360 consecutive days, unless    
such default or event of default shall have been cured or waived for a period of
not less than 90 consecutive days.                                              

Upon any payment or distribution of the assets of the Company to creditors upon 
a total or partial liquidation or a total or partial dissolution of the Company 
or in a bankruptcy, reorganization, insolvency, receivership or similar         
proceeding relating to the Company or its property (except that Holders of Notes
may receive and retain Permitted Junior Securities and payments made from the   
trust described under "Defeasance"):                                            

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     (1) the holders of Senior Indebtedness of the Company will be entitled to
      receive payment in full of such Senior Indebtedness before the Holders are
     entitled to receive any payment of principal of or interest on the Notes;
and                                                                 

(2) until such Senior Indebtedness is paid in full any payment or   
     distribution to which Holders would be entitled but for the subordination
provisions of the Indenture will be made to holders of such Senior  
Indebtedness as their interests may appear.                         

If a distribution is made to Holders that due to the subordination provisions of
the Indenture should not have been made to them, such Holders will be required  
to hold it in trust for the holders of Senior Indebtedness of the Company and   
pay it over to them as their interests may appear.                              

If payment of the Notes is accelerated because of an Event of Default, the      
Company or the Trustee (provided that the Trustee shall have received written   
notice from the Company, on which notice the Trustee shall be entitled to       
conclusively rely) shall promptly notify the holders of the Designated Senior   
Indebtedness of the Company (or their Representative) of the acceleration. If   
any Designated Senior Indebtedness of the Company is outstanding, the Company   
may not pay the Notes until five Business Days after such holders or the        
Representative of such Designated Senior Indebtedness receive notice of such    
acceleration and, thereafter, may pay the Notes only if the subordination       
provisions of the Indenture otherwise permit payment at that time.              

By reason of the subordination provisions of the Indenture, in the event of     
insolvency, creditors of the Company who are holders of Senior Indebtedness of  
the Company may recover more, ratably, than the Holders, and creditors of the   
Company who are not holders of Senior Indebtedness of the Company or of Senior  
Subordinated Indebtedness of the Company (including the Notes) may recover less,
ratably, than holders of Senior Indebtedness of the Company and may recover     
more, ratably, than the holders of Senior Subordinated Indebtedness of the      
Company.                                                                        

The Indenture will contain substantially identical subordination provisions     
relating to each Guarantor's obligations under its Note Guarantee.              

NOTE GUARANTEES                                                                 

BPC Holding Corporation, each of the Company's Domestic Subsidiaries, and       
certain future subsidiaries of the Company (as described below), as primary     
obligors and not merely as sureties, will jointly and severally irrevocably and 
unconditionally Guarantee on an unsecured senior subordinated basis the         
performance and full and punctual payment when due, whether at Stated Maturity, 
by acceleration or otherwise, of all obligations of the Company under the       
Indenture (including obligations to the Trustee) and the Notes, whether for     
payment of principal of, interest (including Additional Interest) on, if any, in
respect of the Notes, expenses, indemnification or otherwise (all such          
obligations guaranteed by such Note Guarantors being herein called the          
"Guaranteed Obligations"). Such Note Guarantors will agree to pay, in addition  
to the amount stated above, any and all costs and expenses (including reasonable
counsel fees and expenses) Incurred by the Trustee or the Holders in enforcing  
any rights under the Note Guarantees. Each Note Guarantee will be limited in    
amount to an amount not to exceed the maximum amount that can be Guaranteed by  
the applicable Note Guarantor without rendering the Note Guarantee, as it       
relates to such Note Guarantor, voidable under applicable law relating to       
fraudulent conveyance or fraudulent transfer or similar laws affecting the      
rights of creditors generally. After the Closing Date, the Company will cause   
(1) each Domestic Subsidiary, other than a Domestic Subsidiary the only activity
of which is to participate in a Receivables Facility, and (2) each Foreign      
Subsidiary that enters into a Guarantee of any Senior Indebtedness (other than a
Foreign Subsidiary that Guarantees Senior Indebtedness Incurred by another      
Foreign Subsidiary), to execute and deliver to the Trustee a supplemental       
indenture pursuant to which such Subsidiary will Guarantee payment of the Notes 
to the extent described in "Certain covenants -- Future note guarantors and     
release of note guarantees" below. A Note Guarantor will be released from its   
obligations under the Indenture, the Note Guarantee and the registration rights 
agreement if (x) the Company designates such Note Guarantor as an Unrestricted  
Subsidiary and such designation complies with the other applicable provisions of
the Indenture or (y) such Subsidiary is sold in accordance with the Indenture.  
See "Certain covenants -- Future note guarantors and release of note            
guarantees."                                                                    

The obligations of a Note Guarantor under its Note Guarantee are senior         
subordinated obligations. As such, the rights of Holders to receive payment by a
Note Guarantor pursuant to its Note Guarantee will be subordinated in right of  
payment to the rights of holders of Senior Indebtedness of such Note Guarantor. 
The terms of the subordination provisions described above with respect to the   
Company's obligations under the Notes apply equally to a Note Guarantor and the 
obligations of such Note Guarantor under its Note Guarantee.                    

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Each Note Guarantee is a continuing guarantee and shall (a) remain in full force
and effect until payment in full of all the Guaranteed Obligations, (b) be      
binding upon each Note Guarantor and its successors and (c) inure to the benefit
of, and be enforceable by, the Trustee, the Holders and their successors,       
transferees and assigns.                                                        

CHANGE OF CONTROL                                                               

Upon the occurrence of any of the following events (each a "Change of Control"),
each Holder will have the right to require the Company to purchase all or any   
part of such Holder's Notes at a purchase price in cash equal to 101% of the    
principal amount thereof plus accrued and unpaid interest and Additional        
Interest, if any, to the date of purchase (subject to the right of Holders of   
record on the relevant record date to receive interest, including Additional    
Interest, if any, due on the relevant interest payment date); provided, however,
that notwithstanding the occurrence of a Change of Control, the Company shall   
not be obligated to purchase the Notes pursuant to this section in the event    
that it has mailed the notice to exercise its right to redeem all the Notes     
under the terms of the section titled "Optional redemption" at any time prior to
the requirement to consummate the Change of Control and redeem the Notes in     
accordance with such notice:                                                    

     (1) any "person" (as such term is used in Sections 13(d) and 14(d) of the
      Exchange Act), other than one or more Permitted Holders, is or becomes the
      "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange
    Act), directly or indirectly, of more than 50% of the total voting power
 of the Voting Stock of the Company or Holding, whether as a result of
issuance of securities of Holding or the Company, any merger,       
    consolidation, liquidation or dissolution of Holding or the Company, any
direct or indirect transfer of securities by any Permitted Holder or
otherwise;                                                          

      (2) the sale, lease or transfer, in one transaction or a series of related
   transactions, of all or substantially all the assets of the Company and
      its Subsidiaries, taken as a whole, to a "person" (as defined above) other
than one or more Permitted Holders;                                 

  (3) during any period of two consecutive years, individuals who at the
      beginning of such period constituted the board of directors of the Company
 or Holding, as the case may be (together with any new directors whose
      election by such board of directors of the Company or Holding, as the case
may be, or whose nomination for election by the shareholders of the 
Company or Holding, as the case may be, was approved by a vote of a 
    majority of the directors of the Company or Holding, as the case may be,
   then still in office who were either directors at the beginning of such
 period or whose election or nomination for election was previously so
      approved), and any directors who are designees of a Principal or a Related
    Party of a Principal or were nominated by a Principal or a Related Party
      of a Principal, cease for any reason to constitute a majority of the board
of directors of the Company or Holding, as the case may be, then in 
office; or                                                          

  (4) the merger or consolidation of the Company or Holding with or into
      another Person or the merger of another Person with or into the Company or
Holding, other than, in each case, a transaction following which    
      securities that represented at least a majority of the voting power of the
 Voting Stock of the Company immediately prior to such transaction (or
     other securities into which such securities are converted as part of such
      merger or consolidation transaction) constitute at least a majority of the
voting power of the Voting Stock of the surviving Person.           

In the event that at the time of such Change of Control the terms of the Bank   
Indebtedness restrict or prohibit the repurchase of Notes pursuant to this      
covenant, then prior to the mailing of the notice to Holders provided for in the
immediately following paragraph but in any event within 30 days following any   
Change of Control, the Company shall:                                           

  (1) repay in full all Bank Indebtedness or, if doing so will allow the
     purchase of Notes, offer to repay in full all Bank Indebtedness and repay
the Bank Indebtedness of each lender who has accepted such offer, or

    (2) obtain the requisite consent under the agreements governing the Bank
     Indebtedness to permit the repurchase of the Notes as provided for in the
immediately following paragraph.                                    

Within 30 days following any Change of Control, or, at the Company's option,    
prior to such Change of Control but after it is publicly announced, the Company 
shall mail a notice to each Holder with a copy to the Trustee (the "Change of   
Control Offer") stating:                                                        

  (1) that a Change of Control has occurred and that such Holder has the
      right to require the Company to purchase all or a portion of such Holder's
   Notes at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and                                           

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    unpaid interest and Additional Interest, if any, to the date of purchase
     (subject to the right of Holders of record on the relevant record date to
    receive interest, including Additional Interest, if any, on the relevant
interest payment date);                                             

(2) the circumstances and relevant facts and financial information  
regarding such Change of Control;                                   

    (3) the purchase date (which shall be no earlier than the greater of (x)
     30 days and (y) the Change of Control date and no later than 60 days from
the date such notice is mailed);                                    

(4) that the Change of Control Offer is conditioned on the Change of
   Control occurring if the notice is mailed prior to a Change of Control;
and                                                                 

(5) the instructions determined by the Company, consistent with this
     covenant, that a Holder must follow in order to have its Notes purchased.

The Company will not be required to make a Change of Control Offer upon a Change
of Control if a third party makes the Change of Control Offer in the manner, at 
the times and otherwise in compliance with the requirements set forth in the    
Indenture applicable to a Change of Control Offer made by the Company and       
purchases all Notes validly tendered and not withdrawn under such Change of     
Control Offer.                                                                  

The Company will comply, to the extent applicable, with the requirements of     
Section 14(e) of the Exchange Act and any other securities laws or regulations  
in connection with the purchase of Notes pursuant to this covenant. To the      
extent that the provisions of any securities laws or regulations conflict with  
provisions of this covenant, the Company will comply with the applicable        
securities laws and regulations and will not be deemed to have breached its     
obligations under this covenant by virtue thereof.                              

The Change of Control purchase feature is a result of negotiations between the  
Company and the initial purchasers of the outstanding notes. Management has no  
present intention to engage in a transaction involving a Change of Control,     
although it is possible that the Company would decide to do so in the future.   
Subject to the limitations discussed below, the Company could, in the future,   
enter into certain transactions, including acquisitions, refinancings or        
recapitalizations, that would not constitute a Change of Control under the      
Indenture, but that could increase the amount of indebtedness outstanding at    
such time or otherwise affect the Company's capital structure or credit ratings.
Restrictions on the ability of the Company to Incur additional Indebtedness are 
contained in the covenant described under " -- Limitation on indebtedness." Such
restrictions can only be waived with the consent of the Holders of a majority in
principal amount of the Notes then outstanding. Except for the limitations      
contained in such covenant, however, the Indenture will not contain any         
covenants or provisions that may afford Holders protection in the event of a    
highly leveraged transaction.                                                   

The occurrence of certain of the events which would constitute a Change of      
Control would constitute a default under the Credit Agreement. Future Senior    
Indebtedness of the Company may contain prohibitions of certain events which    
would constitute a Change of Control or require such Senior Indebtedness to be  
repurchased or repaid upon a Change of Control. Moreover, the exercise by the   
Holders of their right to require the Company to purchase the Notes could cause 
a default under such Senior Indebtedness, even if the Change of Control itself  
does not, due to the financial effect of such repurchase on the Company.        
Finally, the Company's ability to pay cash to the Holders upon a purchase may be
limited by the Company's then existing financial resources. There can be no     
assurance that sufficient funds will be available when necessary to make any    
required purchases. The provisions under the Indenture relative to the Company's
obligation to make an offer to purchase the Notes as a result of a Change of    
Control may be waived or modified with the written consent of the Holders of a  
majority in principal amount of the Notes.                                      

CERTAIN COVENANTS                                                               

The Indenture will contain covenants including, among others, the following:    

LIMITATION ON INDEBTEDNESS. (a) The Company will not, and will not permit any   
Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness;      
provided, however, that the Company or any Restricted Subsidiary that is a Note 
Guarantor may Incur Indebtedness (including any Receivables Facility) if, on the
date of such Incurrence and after giving effect thereto the Consolidated        
Coverage Ratio would be greater than 2:1.                                       

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(b) Notwithstanding the foregoing paragraph (a), the Company and its Restricted 
Subsidiaries may Incur the following Indebtedness:                              

      (1) Indebtedness in an aggregate principal amount Incurred pursuant to any
     Credit Facility and Indebtedness in an aggregate amount outstanding under
     any Receivables Facility which together do not exceed $555.0 million less
    the aggregate amount of all mandatory repayments of the principal of any
   term Indebtedness under the Credit Agreement that have been made by the
Company or any of its Restricted Subsidiaries since the date of the 
     Indenture with the Net Available Cash of an Asset Disposition pursuant to
   clause (a)(3)(A) of "Certain covenants -- Limitation on sales of assets
    and subsidiary stock"; provided, however, that Indebtedness in excess of
   $505.0 million may be Incurred only if at the time of Incurrence (or at
    the time of any other Incurrence of Indebtedness pursuant to this clause
    (1) in excess of $505.0 million) the Company receives an amount equal to
   such excess in cash from the issue or sale of Capital Stock (other than
Disqualified Stock) or from other capital contributions;            

(2) Indebtedness of the Company owed to and held by any Restricted  
     Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by
     the Company or any Restricted Subsidiary; provided, however, that (A) any
   subsequent issuance or transfer of any Capital Stock or any other event
     that results in any such Restricted Subsidiary ceasing to be a Restricted
     Subsidiary or any subsequent transfer of any such Indebtedness (except to
     the Company or a Restricted Subsidiary) shall be deemed, in each case, to
     constitute the Incurrence of such Indebtedness by the issuer thereof, (B)
    if the Company is the obligor on such Indebtedness, such Indebtedness is
expressly subordinated to the prior payment in full in cash of all  
    obligations with respect to the Notes and (C) if a Restricted Subsidiary
 that is a Note Guarantor is the obligor on such Indebtedness and such
     Indebtedness is owed to and held by a Restricted Subsidiary that is not a
    Note Guarantor, such Indebtedness is expressly subordinated to the prior
    payment in full in cash of all obligations of such Restricted Subsidiary
with respect to its Note Guarantee;                                 

(3) Indebtedness (A) represented by the Notes (not including any    
      Additional Notes) and the Note Guarantees, (B) represented by the exchange
     Notes to be issued in exchange for the Notes pursuant to the registration
 rights agreement, (C) outstanding on the Closing Date (other than the
   Indebtedness described in clauses (1) and (2) above), (D) consisting of
      Refinancing Indebtedness Incurred in respect of any Indebtedness described
    in this clause (3) or the foregoing paragraph (a) (including in any such
     case Indebtedness that is Refinancing Indebtedness) and (E) consisting of
      Guarantees of any Indebtedness permitted under the foregoing paragraph (a)
or this paragraph (b);                                              

   (4) Indebtedness (A) in respect of workers' compensation self-insurance
      obligations, indemnities, performance bonds, bankers' acceptances, letters
     of credit and surety, appeal or similar bonds provided by the Company and
    the Restricted Subsidiaries in the ordinary course of their business and
   in any such case any reimbursement obligations in connection therewith,
 (B) under Interest Rate Agreements entered into for bona fide hedging
 purposes of the Company in the ordinary course of business; provided,
however, that such Interest Rate Agreements do not increase the     
      Indebtedness of the Company outstanding at any time other than as a result
   of fluctuations in interest rates or by reason of fees, indemnities and
compensation payable thereunder, (C) under any Currency Agreements; 
    provided that such agreements are designed to protect the Company or its
   Subsidiaries against fluctuations in foreign currency exchange rates or
     interest rates or by reason of fees, indemnities and compensation payable
 under Currency Agreements or (D) under any Commodity Price Protection
 Agreements; provided that such agreements are designed to protect the
      Company or its Subsidiaries against fluctuations in commodity prices or by
     reason of fees, indemnities and compensation payable under such Commodity
Price Protection Agreements;                                        

   (5) Purchase Money Indebtedness and Capitalized Lease Obligations in an
 aggregate principal amount not in excess of $30.0 million at any time
outstanding;                                                        

(6) Indebtedness of any Foreign Subsidiary in an aggregate principal
 amount which does not exceed $15.0 million plus any Indebtedness of a
     Foreign Subsidiary existing at the time it is acquired by the Company and
    not Incurred in contemplation thereof, so long as after giving effect to
      such acquisition, the Company could Incur $1.00 of additional Indebtedness
under paragraph (a) of this covenant;                               

  (7) obligations arising from agreements by the Company or a Restricted
      Subsidiary to provide for indemnification, adjustment of purchase price or
similar obligations, earn-outs or other similar obligations or from 
guarantees or letters of credit, surety bonds or performance bonds  
      securing any obligation of the Company or a Restricted Subsidiary pursuant
to such                                                             

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      an agreement, in each case, Incurred in connection with the acquisition or
disposition of any business, assets or Capital Stock of a Restricted
Subsidiary;                                                         

  (8) shares of Preferred Stock of a Restricted Subsidiary issued to the
  Company or another Restricted Subsidiary; provided that any subsequent
      transfer of any Capital Stock or any other event which results in any such
    Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other
    subsequent transfer of any such shares of Preferred Stock (except to the
    Company or another Restricted Subsidiary) shall be deemed, in each case,
to be an issuance of Preferred Stock;                               

(9) Indebtedness of the Company and any Restricted Subsidiary to the
 extent the net proceeds thereof are promptly deposited to defease the
Notes as described below under "Defeasance;"                        

 (10) contingent liabilities arising out of endorsements of checks and
other negotiable instruments for deposit or collection or overdraft 
protection in the ordinary course of business; and                  

(11) Indebtedness (other than Indebtedness permitted to be Incurred 
pursuant to the foregoing paragraph (a) or any other clause of this 
     paragraph (b)) in an aggregate principal amount on the date of Incurrence
that, when added to all other Indebtedness Incurred pursuant to this
clause (11) and then outstanding, will not exceed $30.0 million.    

(c) The Company may not Incur any Indebtedness if such Indebtedness is          
subordinate in right of payment to any Senior Indebtedness unless such          
Indebtedness is Senior Subordinated Indebtedness or is expressly subordinated in
right of payment to Senior Subordinated Indebtedness. Unsecured Indebtedness is 
not deemed to be subordinate in right of payment to Secured Indebtedness merely 
because it is unsecured and Indebtedness which has different security or        
different priorities in the same security will not be deemed subordinate in     
right of payment to Secured Indebtedness due to such differences. The Company   
may not Incur any Secured Indebtedness which is not Senior Indebtedness unless  
contemporaneously therewith effective provision is made to secure the Notes     
equally and ratably with (or on a senior basis to, in the case of Indebtedness  
subordinated in right of payment to the Notes) such Secured Indebtedness for so 
long as such Secured Indebtedness is secured by a Lien. A Note Guarantor may not
Incur any Indebtedness if such Indebtedness is by its terms expressly           
subordinate in right of payment to any Senior Indebtedness of such Note         
Guarantor unless such Indebtedness is Senior Subordinated Indebtedness of such  
Note Guarantor or is expressly subordinated in right of payment to Senior       
Subordinated Indebtedness of such Note Guarantor. Unsecured Indebtedness is not 
deemed to be subordinate in right of payment to Secured Indebtedness merely     
because it is unsecured and Indebtedness which has different security or        
different priorities in the same security will not be deemed subordinate in     
right of payment to Secured Indebtedness due to such differences. A Note        
Guarantor may not Incur any Secured Indebtedness that is not Senior Indebtedness
of such Note Guarantor unless contemporaneously therewith effective provision is
made to secure the Note Guarantee of such Note Guarantor equally and ratably    
with (or on a senior basis to, in the case of Indebtedness subordinated in right
of payment to such Note Guarantee) such Secured Indebtedness for as long as such
Secured Indebtedness is secured by a Lien.                                      

(d) For purposes of determining compliance with this covenant:                  

     (1) Indebtedness Incurred pursuant to the Credit Agreement prior to or on
   the Closing Date shall be treated as Incurred pursuant to clause (1) of
paragraph (b) above;                                                

    (2) Indebtedness permitted by this covenant need not be permitted solely
 by reference to one provision permitting such Indebtedness but may be
    permitted in part by one such provision and in part by one or more other
provisions of this covenant permitting such Indebtedness;           

     (3) in the event that Indebtedness meets the criteria of more than one of
     the types of Indebtedness described in this covenant, the Company, in its
sole discretion, shall classify such Indebtedness on the date of    
     Incurrence and shall later be permitted to reclassify all or a portion of
      such item of Indebtedness, in any manner that complies with this covenant,
     and only be required to include the amount of such Indebtedness in one of
such clauses;                                                       

 (4) for purpose of determining compliance with any dollar-denominated
   restriction on the Incurrence of Indebtedness, denominated in a foreign
 currency, the dollar-equivalent principal amount of such Indebtedness
Incurred pursuant thereto shall be calculated based on the relevant 
   currency exchange rate in effect on the date that such Indebtedness was
     Incurred, and any such foreign denominated Indebtedness may be refinanced
      or replaced, or subsequently refinanced or replaced, in an amount equal to
      the dollar-equivalent principal amount of such Indebtedness on the date of
such refinancing or replacement                                     

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    whether or not such amount is greater or less than the dollar equivalent
   principal amount of the Indebtedness on the date of initial Incurrence;

    (5) if Indebtedness is secured by a letter of credit that serves only to
    secure such Indebtedness, then the total amount deemed Incurred shall be
      equal to the greater of (x) the principal of such Indebtedness and (y) the
amount that may be drawn under such letter of credit; and           

    (6) the amount of Indebtedness issued at a price less than the amount of
the liability thereof shall be determined in accordance with GAAP.  

LIMITATION ON RESTRICTED PAYMENTS. (a) The Company will not, and will not permit
any Restricted Subsidiary, directly or indirectly, to:                          

      (1) declare or pay any dividend, make any distribution on or in respect of
 its Capital Stock or make any similar payment on or in respect of its
 Capital Stock (including any payment in connection with any merger or
    consolidation involving the Company or any Subsidiary of the Company) to
     the direct or indirect holders of its Capital Stock, except (x) dividends
or distributions payable solely in its Capital Stock (other than    
    Disqualified Stock or Preferred Stock) or in options, warrants or rights
     to purchase such Capital Stock and (y) dividends or distributions payable
to the Company or a Restricted Subsidiary (and, if such Restricted  
  Subsidiary has shareholders other than the Company or other Restricted
Subsidiaries, to its other shareholders on a pro rata basis),       

   (2) purchase, repurchase, redeem, retire or otherwise acquire for value
  any Capital Stock of Holding, the Company or any Restricted Subsidiary
held by Persons other than the Company or a Restricted Subsidiary,  

      (3) purchase, repurchase, redeem, retire, defease or otherwise acquire for
value, prior to scheduled maturity, scheduled repayment or scheduled
 sinking fund payment any Subordinated Obligations, except a purchase,
    repurchase, redemption, retirement, defeasance or acquisition within one
year of the final maturity thereof, or                              

     (4) make any Investment (other than a Permitted Investment) in any Person
(any such dividend, distribution, payment, purchase, redemption,    
      repurchase, defeasance, retirement, or other acquisition or Investment set
forth in these clauses (1) through (4) being herein referred to as a
"Restricted Payment") if at the time the Company or such Restricted 
Subsidiary makes such Restricted Payment:                           

     (A) a Default will be continuing (or would result therefrom);

    (B) the Company could not Incur at least $1.00 of additional
          Indebtedness under paragraph (a) of the covenant described under "
-- Limitation on indebtedness"; or                      

         (C) the aggregate amount of such Restricted Payment and all other
           Restricted Payments (the amount so expended, if other than in cash,
       to be determined in good faith by the Board of Directors, whose
         determination will be conclusive and delivered to the Trustee and
        evidenced by a resolution of the Board of Directors) declared or
         made subsequent to the Closing Date would exceed the sum, without
duplication, of:                                        

                  (i) 50% of the sum of Consolidated Net Income and Consolidated
            Step-Up Depreciation and Amortization accrued during the
                period (treated as one accounting period) from the beginning
                 of the fiscal quarter in which the Closing Date occurs to the
             end of the most recent fiscal quarter for which financial
               statements are available (or, in case such Consolidated Net
          Income will be a deficit, minus 100% of such deficit);

                (ii) 100% of the aggregate Net Cash Proceeds and Fair Market
            Value of property or assets (other than Indebtedness and
                Capital Stock, except that Capital Stock of a Person that is
         or becomes a Restricted Subsidiary shall be valued in
             accordance with the Company's interest in the Fair Market
            Value of such Person's property and assets, exclusive of
             goodwill or any similar intangible asset) received by the
              Company from the issue or sale of its Capital Stock (other
                than Disqualified Stock) or from other capital contributions
                  subsequent to the Closing Date (other than an issuance or sale
                (x) to a Subsidiary of the Company, (y) to an employee stock
               ownership plan or other trust established by the Company or
             any of its Subsidiaries with respect to amounts funded or
                 guaranteed by the Company or (z) in exchange for the proceeds
               of loans or advances made pursuant to clause (17) under the
definition "Permitted Investment");         

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                (iii) the amount by which Indebtedness of the Company or its
               Restricted Subsidiaries is reduced on the Company's balance
          sheet upon the conversion or exchange (other than by a
                Subsidiary of the Company) subsequent to the Closing Date of
                  any Indebtedness of the Company or its Restricted Subsidiaries
         issued after the Closing Date which is convertible or
                  exchangeable for Capital Stock (other than Disqualified Stock)
                  of the Company (less the amount of any cash or the Fair Market
             Value of other property distributed by the Company or any
            Restricted Subsidiary upon such conversion or exchange);

                (iv) the amount equal to the net reduction in Investments in
            Unrestricted Subsidiaries resulting from (x) payments of
                  dividends, repayments of the principal of loans or advances or
              other transfers of assets to the Company or any Restricted
        Subsidiary from Unrestricted Subsidiaries or (y) the
            redesignation of Unrestricted Subsidiaries as Restricted
        Subsidiaries (valued in each case as provided in the
definition of "Investment");                

         (v) the net reduction in any Investment (other than a
             Permitted Investment) that was made after the date of the
                 Indenture resulting from payments of dividends, repayments of
            the principal of loans or advances or other transfers of
              assets to the Company or any Restricted Subsidiary and the
                cash return of capital with respect to any Investment (other
than a Permitted Investment); and           

              (vi) any amount which previously qualified as a Restricted
           Payment on account of any Guarantee entered into by the
            Company or any Restricted Subsidiary; provided that such
                 Guarantee has not been called upon and the obligation arising
under such Guarantee no longer exists.      

(b) The provisions of the foregoing paragraph (a) will not prohibit:            

     (1) any purchase, repurchase, redemption, retirement or other acquisition
     for value of Capital Stock of the Company made by exchange for, or out of
    the proceeds of the sale within 30 days of, Capital Stock of the Company
      (other than Disqualified Stock and other than Capital Stock issued or sold
 to a Subsidiary of the Company or an employee stock ownership plan or
  other trust established by the Company or any of its Subsidiaries with
respect to amounts funded or guaranteed by the Company); provided,  
however, that:                                                      

      (A) such purchase, repurchase, redemption, retirement or other
        acquisition for value will be excluded in the calculation of the
amount of Restricted Payments, and                      

          (B) the Net Cash Proceeds from such sale applied in the manner set
         forth in this clause (1) will be excluded from the calculation of
amounts under clause (4)(C)(ii) of paragraph (a) above; 

(2) any prepayment, repayment, purchase, repurchase, redemption,    
 retirement, defeasance or other acquisition for value of Subordinated
      Obligations of the Company made by exchange for, or out of the proceeds of
 the sale within 30 days of, Subordinated Obligations or Capital Stock
  (other than Disqualified Stock) of the Company that is permitted to be
Incurred pursuant to the covenant described under " -- Limitation on
indebtedness"; provided, however, that:                             

         (A) such prepayment, repayment, purchase, repurchase, redemption,
     retirement, defeasance or other acquisition for value will be
         excluded in the calculation of the amount of Restricted Payments;
and                                                     

          (B) the Net Cash Proceeds from such sale applied in the manner set
         forth in this clause (2) will be excluded from the calculation of
            amounts under clause (4)(C)(ii) of paragraph (a) above to the extent
      Capital Stock is used in such prepayment, repayment, purchase,
           repurchase, redemption, retirement, defeasance or other acquisition
for value;                                              

(3) any prepayment, repayment, purchase, repurchase, redemption,    
 retirement, defeasance or other acquisition for value of Subordinated
Obligations from Net Available Cash to the extent permitted by the  
      covenant described under " -- Limitation on sales of assets and subsidiary
 stock"; provided, however, that such prepayment, repayment, purchase,
   repurchase, redemption, retirement, defeasance or other acquisition for
 value will be excluded in the calculation of the amount of Restricted
Payments;                                                           

      (4) dividends paid within 60 days after the date of declaration thereof if
    at such date of declaration such dividends would have complied with this
    covenant; provided, however, that such dividends will be included in the
calculation of the amount of Restricted Payments;                   

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     (5) any payment of dividends, other distributions or other amounts by the
Company for the purposes set forth in clauses (A) through (C) below;
   provided, however, that such dividend, distribution or other amount set
   forth in clauses (A) and (B) will be excluded and in clause (C) will be
included in the calculation of the amount of Restricted Payments:   

           (A) to Holding in amounts equal to the amounts required for Holding
      to pay franchise taxes and other fees required to maintain its
          corporate existence and provide for other operating costs of up to
$1.0 million per fiscal year;                           

          (B) to Holding in amounts equal to amounts required for Holding to
        pay federal, state, local and foreign income taxes to the extent
           such income taxes are attributable to the income of the Company and
           its Restricted Subsidiaries (and, to the extent of amounts actually
           received from its Unrestricted Subsidiaries, in amounts required to
       pay such taxes to the extent attributable to the income of such
          Unrestricted Subsidiaries) or otherwise in accordance with the Tax
           Sharing Agreement as in effect on the date of the Indenture, as the
            same may be amended from time to time to add additional Subsidiaries
          or in a manner not materially less favorable to the Holders of the
Notes;                                                  

         (C) to Holding in amounts equal to amounts expended by Holding to
           purchase, repurchase, redeem, retire or otherwise acquire for value
      Capital Stock of Holding owned by employees, former employees,
            directors or former directors, consultants or foreign consultants of
           the Company or any of its Subsidiaries (or permitted transferees of
        such employees, former employees, directors or former directors,
        consultants or foreign consultants); provided, however, that the
        aggregate amount paid, loaned or advanced to Holding pursuant to
           this clause (C) will not, in the aggregate, exceed $2.5 million per
           fiscal year of the Company, plus any amounts contributed by Holding
         to the Company as a result of sales of shares of Capital Stock to
          employees, directors and consultants, plus the net proceeds of any
           key person life insurance received by the Company after the date of
the Indenture;                                          

      (6) the repurchase of any Subordinated Obligation or Disqualified Stock of
  the Company at a purchase price not greater than 101% of the principal
amount or liquidation preference of such Subordinated Obligation or 
Disqualified Stock in the event of a Change of Control pursuant to a
provision similar to "Change of Control"; provided that prior to    
consummating any such repurchase, the Company has made the Change of
 Control Offer required by the Indenture and has repurchased all Notes
  validly tendered for payment in connection with such Change of Control
  Offer; provided, however, that such repurchase will be included in the
calculation of the amount of Restricted Payments;                   

      (7) the repurchase of any Subordinated Obligation or Disqualified Stock of
  the Company at a purchase price not greater than 100% of the principal
amount or liquidation preference of such Subordinated Obligation or 
    Disqualified Stock in the event of an Asset Sale pursuant to a provision
   similar to the " -- Limitation on sales of assets and subsidiary stock"
  covenant; provided that prior to consummating any such repurchase, the
   Company has made the Asset Sale Offer required by the Indenture and has
      repurchased all Notes validly tendered for payment in connection with such
      Asset Sale Offer; provided, however, that such repurchase will be included
in the calculation of the amount of Restricted Payments;            

   (8) repurchases of Capital Stock deemed to occur upon exercise of stock
options to the extent that shares of such Capital Stock represent a 
  portion of the exercise price of such options; provided, however, that
 such repurchases will be excluded in the calculation of the amount of
Restricted Payments;                                                

    (9) the declaration and payment of dividends or distributions to holders
    of any class or series of Disqualified Stock of the Company or Preferred
      Stock of its Restricted Subsidiaries issued or Incurred in accordance with
  the covenant " -- Limitation on indebtedness"; provided, however, that
      such declaration and payment of dividends or distributions to holders will
be excluded in the calculation of the amount of Restricted Payments;

     (10) any of the transactions completed in connection with the Acquisition
     and the financing thereof; provided, however, that such transactions will
be excluded in the calculation of the amount of Restricted Payments;

    (11) any purchase, redemption, retirement or other acquisition for value
    of Disqualified Stock of the Company made by exchange for, or out of the
      proceeds of the sale within 30 days of, Disqualified Stock of the Company;
      provided that any such new Disqualified Stock is issued in accordance with
     paragraph (a) of the covenant " -- Limitation on indebtedness" and has an
aggregate liquidation preference that does not exceed the aggregate 
  liquidation preference of the amount so refinanced; provided, however,
      such purchase, repurchase, redemption, retirement or other acquisition for
 value will be excluded in the calculation of the amount of Restricted
Payments; or                                                        

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     (12) other Restricted Payments in an aggregate amount not to exceed $15.0
 million since the date of the Indenture; provided, however, that such
other Restricted Payments will be included in the calculation of the
amount of Restricted Payments.                                      

The amount of all Restricted Payments (other than cash) will be the Fair Market 
Value on the date of the Restricted Payment of the assets) or securities        
proposed to be transferred or issued by the Company or such Restricted          
Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair    
Market Value of any assets or securities that are required to be valued by this 
covenant will be determined by the Board of Directors whose resolution with     
respect thereto will be conclusive and delivered to the Trustee and evidenced by
a resolution of the Board of Directors.                                         

LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES. The   
Company will not, and will not permit any Restricted Subsidiary to, create or   
otherwise cause or permit to exist or become effective any consensual           
encumbrance or restriction on the ability of any Restricted Subsidiary to:      

     (1) pay dividends or make any other distributions on its Capital Stock or
pay any Indebtedness or other obligations owed to the Company;      

(2) make any loans or advances to the Company; or                   

(3) transfer any of its property or assets to the Company,          

except:                                                                         

      (A) any encumbrance or restriction pursuant to applicable law;

           (B) any encumbrance or restriction in any agreement with respect to
     Indebtedness (including the Credit Agreement) as in effect or
            entered into on the Closing Date, and any amendments, modifications,
         restatements, renewals, extensions, replacements Andre financings
         thereof on terms and conditions with respect to such encumbrances
           and restrictions that are not materially more restrictive, taken as
         a whole, than those encumbrances and restrictions with respect to
    such Indebtedness as in effect on the date of the Indenture;

       (C) any encumbrance or restriction with respect to a Restricted
        Subsidiary pursuant to an agreement relating to any Indebtedness
         Incurred by such Restricted Subsidiary prior to the date on which
          such Restricted Subsidiary was acquired by the Company (other than
         Indebtedness Incurred as consideration in or in contemplation of,
           the transaction or series of related transactions pursuant to which
        such Restricted Subsidiary became a Restricted Subsidiary or was
        otherwise acquired by the Company) and outstanding on such date;

           (D) any encumbrance or restriction pursuant to an agreement for the
           sale or other disposition of a Restricted Subsidiary or assets that
restrict distributions by that Restricted Subsidiary or 
            distributions of those assets pending the sale or other disposition;

           (E) any encumbrance or restriction existing by reason of provisions
    with respect to the disposition or distribution of assets or
          property in joint venture agreements, asset sale agreements, stock
sale agreements and other similar agreements;           

(F) any encumbrance or restriction existing by reason of
      restrictions on cash or other deposits or net worth imposed by
        customers under contracts entered into in the ordinary course of
business;                                               

(G) any encumbrance or restriction existing by reason of
        restrictions on the transfer of assets that are the subject of a
       Capitalized Lease Obligation permitted under " -- Limitation on
indebtedness";                                          

     (H) in the case of clause (3), any encumbrance or restriction

            (i) that restricts in a customary manner the subletting,
           assignment or transfer of any property or asset that is
    subject to a lease, license or similar contract,

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                  (ii) contained in security agreements securing Indebtedness of
             a Restricted Subsidiary to the extent such encumbrance or
                 restriction restricts the transfer of the property subject to
such security agreements or                 

              (iii) pursuant to Purchase Money Indebtedness for property
            acquired in the ordinary course of business that imposes
restrictions on that property;              

           (I) encumbrances or restrictions that are or were created by virtue
          of any transfer of, agreement to transfer, or option or right with
          respect to any property or assets of the Company or any Restricted
Subsidiary not otherwise prohibited by the Indenture;   

      (J) encumbrances and restrictions contained in Indebtedness of
         Foreign Subsidiaries permitted pursuant to the covenant described
       under " -- Limitation on indebtedness" or industrial revenue or
          similar bonds Incurred by the Company or any Restricted Subsidiary
   and permitted pursuant to the covenant described under " --
Limitation on indebtedness";                            

         (K) encumbrances or restrictions contained in indentures or other
            debt instruments, facilities or arrangements that are not materially
       more restrictive, taken as a whole, than those contained in the
            Indenture governing the Notes or the Credit Agreement on the date of
the Indenture;                                          

        (L) encumbrances and restrictions on the date of the Acquisition
       (and not Incurred in contemplation thereof) with respect to any
          assets or other property acquired by the Company or any Restricted
        Subsidiary (including pursuant to the acquisition of the Capital
Stock of a Person);                                     

    (M) customary restrictions imposed on the transfer of, or in
       licenses related to, copyrighted or patented materials or other
         intellectual property and customary provisions in agreements that
           restrict the assignment of such agreements or any rights thereunder
or the use of any such rights;                          

          (N) customary restrictions on real property interests set forth in
           easements and similar arrangements of the Company or any Restricted
Subsidiary;                                             

           (O) any encumbrance or restriction existing under or by reason of a
   Receivables Facility or other contractual requirements of a
         Receivables Facility permitted pursuant to the covenant described
  under " -- Limitation on indebtedness"; provided that such
 restrictions apply only to such Receivables Facility; and

       (P) any encumbrance or restriction pursuant to (x) an agreement
       effecting a Refinancing of Indebtedness Incurred pursuant to an
            agreement referred to in clauses (A) through (P) of this covenant or
     contained in any amendment, modification or replacement to an
          agreement referred to in clauses (A) through (P) of this covenant,
            in each case as applicable; provided, however, that the encumbrances
       and restrictions contained in any such Refinancing agreement or
           amendment, modification or replacement are no less favorable to the
       Holders taken as a whole than the encumbrances and restrictions
           contained in such predecessor agreements or (y) any Credit Facility
           which is no less favorable to the Holders taken as a whole than the
         encumbrances contained in the Credit Agreement on the date of the
Indenture.                                              

LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK. (a) The Company will not,   
and will not permit any Restricted Subsidiary to, make any Asset Disposition    
unless:                                                                         

(1) the Company or such Restricted Subsidiary receives consideration
  (including by way of relief from, or by any other Person assuming sole
     responsibility for, any liabilities, contingent or otherwise) at the time
    of such Asset Disposition at least equal to the Fair Market Value of the
shares and assets subject to such Asset Disposition,                

    (2) at least 75% of the consideration thereof received by the Company or
      such Restricted Subsidiary is in the form of cash or Cash Equivalents, and

 (3) an amount equal to 100% of the Net Available Cash from such Asset
    Disposition is applied by the Company (or such Restricted Subsidiary, as
the case may be)                                                    

          (A) first, to the extent the Company elects (or is required by the
           terms of any Indebtedness), to prepay, repay, purchase, repurchase,
         redeem, retire, defease or otherwise acquire for value (i) Senior
Indebtedness of the Company or Senior                   

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           Indebtedness (other than obligations in respect of Preferred Stock)
of a Restricted Subsidiary or (ii) any Indebtedness of a
           non-guarantor Restricted Subsidiary only if the assets sold were of
      a non-guarantor Restricted Subsidiary (in each case other than
           Indebtedness owed to the Company or an Affiliate of the Company and
         other than obligations in respect of Disqualified Stock), in each
       case, within 365 days after the later of the date of such Asset
Disposition or the receipt of such Net Available Cash;  

            (B) second, to the extent of the balance of Net Available Cash after
            application in accordance with clause (A), to the extent the Company
       or such Restricted Subsidiary elects, to reinvest in Additional
           Assets (including by means of an Investment in Additional Assets by
       a Restricted Subsidiary with Net Available Cash received by the
          Company or another Restricted Subsidiary) within 365 days from the
            later of such Asset Disposition or the receipt of such Net Available
            Cash or pursuant to arrangements in place within the 365-day period;

          (C) third, to the extent of the balance of such Net Available Cash
            after application in accordance with clauses (A) and (B), to make an
     Offer (as defined in paragraph (b) of this covenant below) to
          purchase Notes pursuant to and subject to the conditions set forth
         in paragraph (b) of this covenant; provided, however, that if the
       Company elects (or is required by the terms of any other Senior
     Subordinated Indebtedness), such Offer may be made ratably to
            purchase the Notes and other Senior Subordinated Indebtedness of the
Company, and                                            

           (D) fourth, to the extent of the balance of such Net Available Cash
          after application in accordance with clauses (A), (B) and (C), for
        any general corporate purpose not restricted by the terms of the
Indenture;                                              

provided, however that in connection with any prepayment, repayment, purchase,  
repurchase, redemption, retirement, defeasance or other acquisition for value of
Indebtedness pursuant to clause (A) above, the Company or such Restricted       
Subsidiary will retire such Indebtedness and will cause the related loan        
commitment (if any) to be permanently reduced in an amount equal to the         
principal amount so prepaid, repaid, purchased, repurchased, redeemed, retired, 
defeased or otherwise acquired for value.                                       

Pending the final application of the Net Available Cash, the Company and its    
Restricted Subsidiaries may temporarily reduce revolving credit borrowings or   
otherwise invest the Net Available Cash in any manner that is not prohibited by 
the Indenture.                                                                  

Notwithstanding the foregoing provisions of this covenant, the Company and the  
Restricted Subsidiaries will not be required to apply any Net Available Cash in 
accordance with this covenant except to the extent that the aggregate Net       
Available Cash from all Asset Dispositions that is not applied in accordance    
with this covenant exceeds $5.0 million.                                        

For the purposes of this covenant, the following are deemed to be cash:         

o     the assumption of Indebtedness of the Company (other than     
           obligations in respect of Disqualified Stock of the Company) or any
   Restricted Subsidiary (other than obligations in respect of
         Disqualified Stock and Preferred Stock of a Restricted Subsidiary
        that is a Note Guarantor) and the release of the Company or such
        Restricted Subsidiary from all liability on such Indebtedness in
connection with such Asset Disposition;                 

     o     any Designated Noncash Consideration received by the Company or any
    of its Restricted Subsidiaries in the Asset Disposition; and

o     securities or other obligations received by the Company or any
      Restricted Subsidiary from the transferee that are (subject to
           ordinary settlement periods) converted, sold or exchanged within 30
         days of receipt by the Company or such Restricted Subsidiary into
            cash (to the extent of the cash received in that conversion, sale or
       exchange). In the case of an Asset Swap constituting part of an
        Asset Disposition, the Company or any such Restricted Subsidiary
       shall only be required to receive cash in an amount equal to at
        least 75% of the proceeds of the Asset Disposition which are not
received in connection with the Asset Swap.             

(b) In the event of an Asset Disposition that requires the purchase of Notes    
pursuant to clause (a)(3)(C) of this covenant, the Company will be required (i) 
to purchase Notes tendered pursuant to an offer by the Company for the Notes    
(the "Offer") at a purchase price of 100% of their principal amount plus accrued
and unpaid interest and Additional Interest thereon, if any, to the date of     
purchase (subject to the right of Holders of record on the relevant date to     
receive interest due on the relevant interest payment date) in accordance with  
the procedures (including prorating in the event of oversubscription) set forth 
in the Indenture and (ii) to purchase other Senior Subordinated Indebtedness of 
the Company on the terms and to the extent contemplated thereby                 

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(provided that in no event shall the Company offer to purchase such other Senior
Subordinated Indebtedness of the Company at a purchase price in excess of 100%  
of its principal amount, plus accrued and unpaid interest thereon). If the      
aggregate purchase price of Notes (and other Senior Subordinated Indebtedness)  
tendered pursuant to the Offer is less than the Net Available Cash allotted to  
the purchase of the Notes (and other Senior Subordinated Indebtedness), the     
Company will apply the remaining Net Available Cash in accordance with clause   
(a)(3)(D) of this covenant. The Company will not be required to make an Offer   
for Notes (and other Senior Subordinated Indebtedness) pursuant to this covenant
if the Net Available Cash available therefor (after application of the proceeds 
as provided in clauses (a)(3)(A) and (B)) is less than $5.0 million for any     
particular Asset Disposition (which lesser amount will be carried forward for   
purposes of determining whether an Offer is required with respect to the Net    
Available Cash from any subsequent Asset Disposition).                          

(c) The Company will comply, to the extent applicable, with the requirements of 
Section 14(e) of the Exchange Act and any other securities laws or regulations  
in connection with the repurchase of Notes pursuant to this covenant. To the    
extent that the provisions of any securities laws or regulations conflict with  
provisions of any covenant of the Indenture, the Company will comply with the   
applicable securities laws and regulations and will not be deemed to have       
breached its obligations under the Indenture by virtue thereof.                 

LIMITATION ON TRANSACTIONS WITH AFFILIATES. (a) The Company will not, and will  
not permit any Restricted Subsidiary to, directly or indirectly, enter into or  
conduct any transaction or series of related transactions (including the        
purchase, sale, lease or exchange of any property or the rendering of any       
service) with any Affiliate of the Company (an "Affiliate Transaction") unless  
such transaction is on terms:                                                   

    (1) that are no less favorable, taken as a whole, to the Company or such
Restricted Subsidiary, as the case may be, than those that could be 
    obtained at the time of such transaction in arm's-length dealings with a
Person who is not such an Affiliate,                                

   (2) that, in the event such Affiliate Transaction involves an aggregate
amount in excess of $5.0 million,                                   

(A) are set forth in writing, and                       

            (B) have been approved in good faith by a majority of the members of
the Board of Directors and,                             

   (3) that, in the event such Affiliate Transaction involves an aggregate
amount in excess of $20.0 million,                                  

(A) are set forth in writing, and                       

            (B) have either (x) been approved in good faith by a majority of the
          members of the Board of Directors or (y) have been determined by a
          recognized appraisal or investment banking firm to be fair, from a
financial standpoint, to the Company and its Restricted 
Subsidiaries.                                           

(b) The provisions of the foregoing paragraph (a) will not prohibit or restrict:

     (1) any Restricted Payment or Investment permitted to be made pursuant to
 the covenant described under " -- Limitation on restricted payments,"

  (2) any issuance of securities, or other payments, awards or grants in
    cash, securities or otherwise pursuant to, or the funding of, employment
 arrangements, stock options and stock ownership plans approved by the
Board of Directors,                                                 

    (3) the grant of stock options or similar rights to employees, directors
     and consultants of the Company pursuant to plans approved by the Board of
Directors,                                                          

     (4) loans or advances to employees in the ordinary course of business (or
      guarantees in respect thereof or otherwise made on their behalf (including
 payment on any such guarantees)), but in any event not to exceed $3.0
  million in the aggregate outstanding at any one time, plus any amounts
loaned pursuant to clause (17) under the definition of "Permitted   
Investment,"                                                        

 (5) the payment of reasonable fees paid to, and indemnity provided on
   behalf of, officers, directors, employees or consultants of the Company
and its Subsidiaries,                                               

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  (6) any transaction between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries,                                    

  (7) any transaction effected in connection with a Receivables Facility
permitted under the covenant " -- Limitation on indebtedness,"      

    (8) any redemption of Capital Stock held by current or former employees,
directors or consultants upon death, disability or termination of   
   employment at a price not in excess of the Fair Market Value thereof or
      pursuant to the terms of any agreement entered into in accordance with the
Indenture with such Person,                                         

      (9) sales or issuances of Capital Stock (other than Disqualified Stock) to
Affiliates of the Company,                                          

(10) transactions involving the Company or any of its Restricted    
      Subsidiaries, on the one hand, and J.P. Morgan Securities Inc. or Goldman,
    Sachs & Co. or any of their respective affiliates, on the other hand, in
  connection with the Acquisition and transactions related thereto, Bank
Indebtedness and any amendment, modification, supplement, extension,
    refinancing, replacement, work-out, restructuring and other transactions
related thereto, or any management, financial advisory, financing,  
underwriting or placement services or any other investment banking, 
     banking or similar services, which payments are approved by a majority of
the Board of Directors in good faith,                               

     (11) transactions pursuant to the Stockholders' Agreement as in effect on
     the date of the Indenture as the same may be amended from time to time in
    any manner not materially less favorable taken as a whole to the Holders
of the Notes,                                                       

 (12) transactions pursuant to any agreement disclosed in the Offering
   Memorandum, including any agreement entered into in connection with the
     Acquisition, as in effect on the date of the Indenture as the same may be
 amended from time to time in any manner not materially less favorable
taken as a whole to the Holders of the Notes,                       

   (13) any employment, compensation or indemnification agreements entered
      into by the Company or any of its Restricted Subsidiaries, in the ordinary
course of business with employees, directors, or consultants, or    

     (14) sales of inventory or other product to any Affiliate in the ordinary
course of business.                                                 

SEC REPORTS. Notwithstanding that the Company may not be subject to the         
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company  
will file with the SEC (unless the SEC will not accept such a filing) and       
provide the Trustee and Holders and prospective Holders (upon request) within 15
days after it files them with the SEC, copies of its annual report and the      
information, documents and other reports that are specified in Sections 13 and  
15(d) of the Exchange Act. The Company also will comply with the other          
provisions of Section 314(a) of the TIA.                                        

FUTURE NOTE GUARANTORS AND RELEASE OF NOTE GUARANTEES. (a) The Company will     
cause (1) each Domestic Subsidiary, other than a Domestic Subsidiary the only   
activity of which is to participate in a Receivables Facility, and (2) each     
Foreign Subsidiary that enters into a Guarantee of any Senior Indebtedness      
(other than a Foreign Subsidiary that Guarantees Senior Indebtedness Incurred by
another Foreign Subsidiary), to become a Note Guarantor, and if applicable,     
execute and deliver to the Trustee a supplemental indenture in the form set     
forth in the Indenture pursuant to which such Subsidiary will Guarantee payment 
of the Notes; provided that this covenant shall not apply to any Subsidiary that
has been properly designated as an Unrestricted Subsidiary in accordance with   
the Indenture. Each Note Guarantee will be limited to an amount not to exceed   
the maximum amount that can be Guaranteed by that Note Guarantor, without       
rendering the Note Guarantee, as it relates to such Note Guarantor voidable     
under applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.                       

(b) The Note Guarantee of a Note Guarantor will be released:                    

(1) in connection with any sale or other disposition of all or      
    substantially all of the assets of that Note Guarantor (including by way
 of merger or consolidation) to a Person that is not (either before or
    after giving effect to such transaction) a Subsidiary of the Company, if
      the sale or other disposition complies with the "Asset Sale" provisions of
the Indenture;                                                      

     (2) in connection with any sale of Capital Stock of a Note Guarantor to a
Person that is not (either before or after giving effect to such    
   transaction) a Subsidiary of the Company, if the sale complies with the
"Asset Sale" provisions of the Indenture;                           

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  (3) if the Company designates any Restricted Subsidiary that is a Note
     Guarantor as an Unrestricted Subsidiary in accordance with the applicable
provisions of the Indenture; or                                     

     (4) if the Note Guarantor participates in a Receivables Facility and such
participation is such Note Guarantor's only on-going activity.      

MERGER AND CONSOLIDATION                                                        

The Company will not consolidate with or merge with or into, or convey, transfer
or lease all or substantially all its assets, in one or more related            
transactions, to, any Person, unless:                                           

(1) the resulting, surviving or transferee Person (the "Successor   
Company") will be a corporation, limited liability company, trust,  
      partnership or similar entity organized and existing under the laws of the
   United States of America, any State thereof or the District of Columbia
      and the Successor Company (if not the Company) will expressly assume, by a
  supplemental indenture, executed and delivered to the Trustee, in form
      reasonably satisfactory to the Trustee, all the obligations of the Company
     under the Notes and the Indenture; provided that if the Successor Company
is not a corporation, the Notes will also be assumed by a corporate 
co-obligor;                                                         

     (2) immediately after giving effect to such transaction (and treating any
    Indebtedness which becomes an obligation of the Successor Company or any
Restricted Subsidiary as a result of such transaction as having been
  Incurred by the Successor Company or such Restricted Subsidiary at the
time of such transaction), no Default shall have occurred and be    
continuing;                                                         

  (3) immediately after giving effect to such transaction, the Successor
    Company would be able to Incur an additional $1.00 of Indebtedness under
paragraph (a) of the covenant described under " -- Limitation on    
indebtedness"; and                                                  

(4) the Company shall have delivered to the Trustee an Officers'    
Certificate and an Opinion of Counsel, each stating that such       
      consolidation, merger or transfer and such supplemental indenture (if any)
comply with the Indenture.                                          

The Successor Company will succeed to, and be substituted for, and may exercise 
every right and power of, the Company under the Indenture, but the predecessor  
Company in the case of a lease of all or substantially all its assets will not  
be released from the obligation to pay the principal of and interest on the     
Notes.                                                                          

In addition, the Company will not permit any Note Guarantor to consolidate with 
or merge with or into, or convey, transfer or lease all or substantially all of 
its assets to any Person unless:                                                

(1) the resulting, surviving or transferee Person (the "Successor   
Guarantor") will be a corporation, limited liability company, trust,
      partnership or similar entity organized and existing under the laws of the
    United States of America, any State thereof or the District of Columbia,
    and such Person (if not such Note Guarantor) will expressly assume, by a
  supplemental indenture, executed and delivered to the Trustee, in form
    reasonably satisfactory to the Trustee, all the obligations of such Note
Guarantor under its Note Guarantee;                                 

     (2) immediately after giving effect to such transaction (and treating any
      Indebtedness which becomes an obligation of the Successor Guarantor or any
Restricted Subsidiary as a result of such transaction as having been
    Incurred by the Successor Guarantor or such Restricted Subsidiary at the
time of such transaction), no Default shall have occurred and be    
continuing; and                                                     

(3) the Company will have delivered to the Trustee an Officers'     
Certificate and an Opinion of Counsel, each stating that such       
      consolidation, merger or transfer and such supplemental indenture (if any)
comply with the Indenture.                                          

Notwithstanding the foregoing:                                                  

         (A) any Restricted Subsidiary may consolidate with, merge into or
           transfer all or part of its properties and assets to the Company or
any Restricted Subsidiary and                           

           (B) the Company may merge with an Affiliate incorporated solely for
          the purpose of reincorporating the Company in another jurisdiction
to realize tax or other benefits.                       

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DEFAULTS                                                                        

Each of the following is an Event of Default:                                   

     (1) a default in any payment of interest on any Note when due and payable
     or in any payment of Additional Interest whether or not prohibited by the
provisions described under "Ranking" above, continued for 30 days,  

      (2) a default in the payment of principal of any Note when due and payable
at its Stated Maturity, upon required redemption or repurchase, upon
      declaration or otherwise, whether or not such payment is prohibited by the
provisions described under "Ranking" above,                         

   (3) the failure by the Company or any Note Guarantor to comply with its
     obligations under the covenant described under "Merger and consolidation"
above,                                                              

     (4) the failure by the Company or any Restricted Subsidiary to comply for
60 days after notice with any of its obligations under the covenants
     described under "Change of Control" or "Certain covenants" above (in each
case, other than a failure to purchase Notes),                      

     (5) the failure by the Company or any Restricted Subsidiary to comply for
      60 days after notice with its other agreements contained in the Notes, the
Indenture or the Note Guarantees,                                   

   (6) the failure by the Company or any Significant Subsidiary to pay any
   Indebtedness within any applicable grace period after final maturity or
    the acceleration of any such Indebtedness by the holders thereof because
of a default if the total amount of such Indebtedness unpaid or     
     accelerated exceeds $20.0 million or its foreign currency equivalent (the
"cross acceleration provision"),                                    

 (7) certain events of bankruptcy, insolvency or reorganization of the
Company or a Significant Subsidiary (the "bankruptcy provisions"),  

   (8) the rendering of any judgment or decree for the payment of money in
  excess of $20.0 million or its foreign currency equivalent (net of any
amounts covered by insurance) against the Company or a Significant  
     Subsidiary if such judgment or decree remains outstanding for a period of
   60 days following such judgment and is not discharged, waived or stayed
(the "judgment default provision") or                               

   (9) any Note Guarantee of a Significant Subsidiary ceases to be in full
 force and effect (except as contemplated by the terms thereof) or any
     Significant Subsidiary Note Guarantor or Person acting by or on behalf of
such Significant Subsidiary Note Guarantor denies or disaffirms such
      Significant Subsidiary Note Guarantor's obligations under the Indenture or
    any Significant Subsidiary Note Guarantee and such Default continues for
10 days after receipt of the notice specified in the Indenture.     

The foregoing will constitute Events of Default whatever the reason for any such
Event of Default and whether it is voluntary or involuntary or is effected by   
operation of law or pursuant to any judgment, decree or order of any court or   
any order, rule or regulation of any administrative or governmental body.       

However, a default under clauses (4), (5) or (6) will not constitute an Event of
Default until the Trustee notifies the Company or the Holders of at least 25% in
principal amount of the outstanding Notes notify the Company and the Trustee of 
the default and the Company or the Note Guarantor, as applicable, does not cure 
such default within the time specified in clauses (4), (5) or (6) hereof after  
receipt of such notice.                                                         

If an Event of Default (other than an Event of Default relating to certain      
events of bankruptcy, insolvency or reorganization of the Company) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of   
the outstanding Notes by notice to the Company and the Trustee may declare the  
principal of and accrued but unpaid interest on all the Notes to be due and     
payable. Upon such a declaration, such principal and interest will be due and   
payable immediately. If an Event of Default relating to certain events of       
bankruptcy, insolvency or reorganization of the Company occurs, the principal of
and interest on all the Notes will become immediately due and payable without   
any declaration or other act on the part of the Trustee or any Holders. Under   

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certain circumstances, the Holders of a majority in principal amount of the     
outstanding Notes may rescind any such acceleration with respect to the Notes   
and its consequences.                                                           

Subject to the provisions of the Indenture relating to the duties of the        
Trustee, in case an Event of Default occurs and is continuing, the Trustee will 
be under no obligation to exercise any of the rights or powers under the        
Indenture at the request or direction of any of the Holders unless such Holders 
have offered to the Trustee reasonable indemnity or security against any loss,  
liability or expense. Except to enforce the right to receive payment of         
principal, premium (if any) or interest when due, no Holder may pursue any      
remedy with respect to the Indenture or the Notes unless:                       

    (1) such Holder has previously given the Trustee notice that an Event of
Default is continuing,                                              

    (2) Holders of at least 25% in principal amount of the outstanding Notes
have requested the Trustee in writing to pursue the remedy,         

      (3) such Holders have offered the Trustee reasonable security or indemnity
against any loss, liability or expense,                             

   (4) the Trustee has not complied with such request within 60 days after
 the receipt of the request and the offer of security or indemnity and

      (5) the Holders of a majority in principal amount of the outstanding Notes
 have not given the Trustee a direction inconsistent with such request
within such 60-day period.                                          

Subject to certain restrictions, the Holders of a majority in principal amount  
of the outstanding Notes will be given the right to direct the time, method and 
place of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. The Trustee, however,   
may refuse to follow any direction that conflicts with law or the Indenture or  
that the Trustee determines is unduly prejudicial to the rights of any other    
Holder or that would involve the Trustee in personal liability. Prior to taking 
any action under the Indenture, the Trustee will be entitled to indemnification 
satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action.                                            

If a Default occurs and is continuing and is known to the Trustee, the Trustee  
must mail to each Holder notice of the Default within the earlier of 90 days    
after it occurs or 30 days after it is known to a Trust Officer or written      
notice of it is received by the Trustee. Except in the case of a Default in the 
payment of principal of, premium (if any) or interest on any Note (including    
payments pursuant to the redemption provisions of such Note), the Trustee may   
withhold notice if and so long as a committee of its Trust Officers in good     
faith determines that withholding notice is in the interests of the Holders. In 
addition, the Company will be required to deliver to the Trustee, within 120    
days after the end of each fiscal year, a certificate indicating whether the    
signers thereof know of any Default that occurred during the previous year. The 
Company will also be required to deliver to the Trustee, within 30 days after   
the occurrence thereof, written notice of any event which would constitute      
certain Events of Default, their status and what action the Company is taking or
proposes to take in respect thereof.                                            

AMENDMENTS AND WAIVERS                                                          

Subject to certain exceptions, the Indenture, the Notes or the Note Guarantees  
may be amended with the written consent of the Holders of a majority in         
principal amount of the Notes then outstanding and any past default or          
compliance with any provisions may be waived with the consent of the Holders of 
a majority in principal amount of the Notes then outstanding. However, without  
the consent of each Holder of an outstanding Note affected, no amendment may,   
among other things:                                                             

      (1) reduce the amount of Notes whose Holders must consent to an amendment,

(2) reduce the rate of or extend the time for payment of interest,  
including Additional Interest, if any, on any Note,                 

  (3) reduce the principal of or extend the Stated Maturity of any Note,

    (4) reduce the premium payable upon the redemption of any Note or change
   the time at which any Note may be redeemed as described under "Optional
redemption" above,                                                  

  (5) make any Note payable in money other than that stated in the Note,

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     (6) make any change to the subordination provisions of the Indenture that
adversely affects the rights of any Holder,                         

      (7) impair the right of any Holder to receive payment of principal of, and
    interest, including Additional Interest, if any, on, such Holder's Notes
on or after the due dates therefore or to institute suit for the    
 enforcement of any payment on or with respect to such Holder's Notes,

(8) make any change in the amendment provisions which require each  
Holder's consent or in the waiver provisions or                     

(9) release the Note Guarantees, other than in accordance with the  
 Indenture, or modify the Note Guarantees in any manner adverse to the
Holders.                                                            

Without the consent of any Holder, the Company, the Note Guarantors and the     
Trustee may amend the Indenture, the Notes or the Note Guarantees to:           

o     cure any ambiguity, omission, defect or inconsistency,        

     o     provide for the assumption by a successor of the obligations of the
Company under the Indenture,                            

o     provide for uncertificated Notes in addition to or in place of
            certificated Notes (provided, however, that the uncertificated Notes
           are issued in registered form for purposes of Section 163(f) of the
   Code, or in a manner such that the uncertificated Notes are
described in Section 163(f)(2)(B) of the Code),         

     o     to make any change in the subordination provisions of the Indenture
          that would limit or terminate the benefits available to any holder
         of Senior Indebtedness of the Company or a Note Guarantor (or any
   Representative thereof under such subordination provisions,

o     add additional Guarantees with respect to the Notes,          

o     secure the Notes,                                             

      o     add to the covenants of the Company or provide any additional rights
     or benefits to the Holders or to surrender any right or power
conferred upon the Company,                             

  o     make any change that does not adversely affect the rights of any
Holder,                                                 

     o     provide for the issuance of the Exchange Notes or Additional Notes,

o     comply with any requirement of the SEC in connection with the 
qualification of the Indenture under the TIA or         

o     to evidence and provide the acceptance of the appointment of a
successor Trustee under the Indenture.                  

However, no amendment may be made to the subordination provisions of the        
Indenture that adversely affects the rights of any holder of Senior Indebtedness
of the Company or a Note Guarantor then outstanding unless the holders of such  
Senior Indebtedness (or any group or Representative thereof authorized to give a
consent) consent to such change.                                                

The consent of the Holders will not be necessary to approve the particular form 
of any proposed amendment. It will be sufficient if such consent approves the   
substance of the proposed amendment.                                            

After an amendment becomes effective, the Company is required to mail to Holders
a notice briefly describing such amendment. However, the failure to give such   
notice to all Holders, or any defect therein, will not impair or affect the     
validity of the amendment.                                                      

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TRANSFER AND EXCHANGE                                                           

A Holder will be able to transfer or exchange Notes. Upon any transfer or       
exchange, the registrar and the Trustee may require a Holder, among other       
things, to furnish appropriate endorsements and transfer documents and the      
Company may require a Holder to pay any taxes required by law or permitted by   
the Indenture. The Company will not be required to transfer or exchange any Note
selected for redemption or to transfer or exchange any Note for a period of 15  
days prior to a selection of Notes to be redeemed. The Notes will be issued in  
registered form and the Holder will be treated as the owner of such Note for all
purposes.                                                                       

DEFEASANCE                                                                      

The Company may at any time terminate all its obligations under the Notes and   
the Indenture ("legal defeasance"), except for certain obligations, including   
those respecting the defeasance trust and obligations to register the transfer  
or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes 
and to maintain a registrar and paying agent in respect of the Notes.           

In addition, the Company may at any time terminate:                             

(1)   its obligations under the covenants described under "Certain  
covenants,"                                                         

      (2)   the operation of the covenant default provisions, cross acceleration
provision, the bankruptcy provisions with respect to Significant    
      Subsidiaries and the judgment default provision described under "Defaults"
      above and the limitations contained in clauses (3) and (4) under the first
  paragraph of "Merger and consolidation" above ("covenant defeasance").

In the event that the Company exercises its legal defeasance option or its      
covenant defeasance option, each Note Guarantor will be released from all of its
obligations with respect to its Note Guarantee.                                 

The Company may exercise its legal defeasance option notwithstanding its prior  
exercise of its covenant defeasance option. If the Company exercises its legal  
defeasance option, payment of the Notes may not be accelerated because of an    
Event of Default with respect thereto. If the Company exercises its covenant    
defeasance option, payment of the Notes may not be accelerated because of an    
Event of Default specified in clause (3), (4), (6) or (7) (with respect only to 
Significant Subsidiaries), (8) or (9) under "Defaults" above or because of the  
failure of the Company to comply with clause (3) or (4) under the first         
paragraph of "Merger and consolidation" above.                                  

In order to exercise either defeasance option, the Company must irrevocably     
deposit in trust (the "defeasance trust") with the Trustee money in an amount   
sufficient or U.S. Government Obligations, the principal of and interest on     
which will be sufficient, or a combination thereof sufficient, to pay the       
principal of, premium, if any, and interest (including Additional Interest) on, 
if any, in respect of the Notes to redemption or maturity, as the case may be,  
and must comply with certain other conditions, including delivery to the Trustee
of an Opinion of Counsel to the effect that Holders will not recognize income,  
gain or loss for Federal income tax purposes as a result of such deposit and    
defeasance and will be subject to Federal income tax on the same amounts and in 
the same manner and at the same times as would have been the case if such       
deposit and defeasance had not occurred (and, in the case of legal defeasance   
only, such Opinion of Counsel must be based on a ruling of the Internal Revenue 
Service or other change in applicable federal income tax law).                  

CONCERNING THE TRUSTEE                                                          

U.S. Bank Trust National Association is to be the Trustee under the Indenture   
and has been appointed by the Company as Registrar and Paying Agent with regard 
to the Notes.                                                                   

GOVERNING LAW                                                                   

The Indenture and the Notes will be governed by, and construed in accordance    
with, the laws of the State of New York without giving effect to applicable     
principles of con