FOURTH SUPPLEMENTAL INDENTURE
The undersigned are executing and delivering this Fourth
Supplemental Indenture pursuant to Section 9.02 of the Indenture dated as of
April 21, 1994, as supplemented (the "Indenture"), among Berry Plastics
Corporation (the "Company"), BPC Holding Corporation, Berry Iowa Corporation,
Berry Tri-Plas Corporation, Berry Sterling Corporation, AeroCon, Inc.,
PackerWare Corporation, Berry Plastics Design Corporation and United States
Trust Company of New York, as trustee (the "Trustee"). Capitalized terms used
herein have the same meanings given in the Indenture unless otherwise indicated.
By executing and delivering to the Trustee this Fourth
Supplemental Indenture, certain covenants in the Indenture shall be amended.
1. The definition of "Permitted Refinancing" contained in Section 1.01
of the Indenture shall be amended by adding the word "and" immediately prior to
"(c)" in such definition.
2. The first paragraph of Section 4.07 of the Indenture entitled
"RESTRICTED PAYMENTS" shall be amended by deleting in its entirety the language:
"(iii) purchase, redeem or otherwise acquire or retire for
value any Indebtedness (other than the Notes) that is PARI
PASSU with or subordinated to the Notes or any Note Guarantee"
and replacing such language with the language:
"(iii) purchase, redeem or otherwise acquire or retire for
value any Indebtedness (other than the Notes and Indebtedness
between or among the Company and its Subsidiaries or between
or among such Subsidiaries) that is PARI PASSU with or
subordinated to the Notes or any Note Guarantee"
3. The first paragraph of Section 4.09 of the Indenture entitled
"INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED STOCK" shall be amended
by deleting in its entirety the language:
"PROVIDED, HOWEVER, that the Company may incur Indebtedness or
issue shares of Disqualified Stock if the Fixed Charge
Coverage Ratio for the Company's most recently ended four full
fiscal quarters for which internal financial statements are
available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock
is issued would have been at least 2.00 to 1 if such
Indebtedness is incurred or such Disqualified Stock is issued
on or before April 15, 1996 or at least 2.25 to 1 if such
Indebtedness is incurred or such Disqualified Stock is issued
after April 15, 1996, determined on a pro forma basis
(including a pro forma application of the net proceeds
therefrom and including the earnings of any business acquired
by the Company with the proceeds therefrom), as if the
additional Indebtedness had been incurred,
or the Disqualified Stock had been issued, as the case may be,
at the beginning of such four-quarter period"
and replacing such language with the language:
"PROVIDED, HOWEVER, that the Company and its Subsidiaries may
incur Indebtedness or issue shares of Disqualified Stock if
the Fixed Charge Coverage Ratio for the Company's most
recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such
Disqualified Stock is issued would have been at least 2.00 to
1 if such Indebtedness is incurred or such Disqualified Stock
is issued on or before April 15, 1996 or at least 2.25 to 1 if
such Indebtedness is incurred or such Disqualified Stock is
issued after April 15, 1996, determined on a pro forma basis
(including a pro forma application of the net proceeds
therefrom and including the earnings of any business acquired
by the Company or any of its Subsidiaries with the proceeds
therefrom), as if the additional Indebtedness had been
incurred, or the Disqualified Stock had been issued, as the
case may be, at the beginning of such four-quarter period"
4. The second paragraph of Section 4.09 shall be amended by
deleting in its entirety the language:
"(d) the incurrence by the Company of Refinancing
Indebtedness; PROVIDED, HOWEVER, that such Refinancing
Indebtedness is a Permitted Refinancing;"
and replacing such language with the language:
"(d) the incurrence by the Company or any of its Subsidiaries
of Refinancing Indebtedness; PROVIDED, HOWEVER, that such
Refinancing Indebtedness is a Permitted Refinancing;"
Except as expressly amended hereby, the provisions of the
Indenture shall remain unchanged and in full force and effect.
The Indenture shall be binding upon each of the undersigned
and its successors and assigns until full and final payment of all of the
Company's obligations under the Notes and the Indenture and shall inure to the
benefit of the successors and assigns of the Trustee and the Holders and, in the
event of any transfer or assignment of rights by any Holder or the Trustee, the
rights and privileges herein conferred upon that party shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms
and conditions hereof.
* * * * *
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IN WITNESS WHEREOF, the undersigned have duly executed and
delivered this Fourth Supplemental Indenture as of the 10th day of June, 1997.
ATTEST: BERRY PLASTICS CORPORATION
By /s/ James M. Kratochvil By /s/ Martin R. Imbler
-------------------------------- ----------------------------------
James M. Kratochvil Martin R. Imbler
Vice President, Chief President and Chief
Financial Officer, Executive Officer
Treasurer and Secretary
BPC HOLDING CORPORATION
By /s/ James M. Kratochvil
----------------------------------
James M. Kratochvil
Vice President, Chief
Financial Officer
and Secretary
BERRY IOWA CORPORATION
By /s/ James M. Kratochvil
----------------------------------
James M. Kratochvil
Vice President, Chief
Financial Officer,
Treasurer and Secretary
BERRY TRI-PLAS CORPORATION
By /s/ James M. Kratochvil
----------------------------------
James M. Kratochvil
Vice President, Chief
Financial Officer,
Treasurer and Secretary
BERRY STERLING CORPORATION
By /s/ James M. Kratochvil
----------------------------------
James M. Kratochvil
Vice President, Chief
Financial Officer,
Treasurer and Secretary
AEROCON, INC.
By /s/ James M. Kratochvil
----------------------------------
James M. Kratochvil
Vice President, Treasurer and
Secretary
PACKERWARE CORPORATION
By /s/ James M. Kratochvil
----------------------------------
James M. Kratochvil
Vice President, Chief
Financial Officer,
Treasurer and Secretary
BERRY PLASTICS DESIGN
CORPORATION
By /s/ James M. Kratochvil
----------------------------------
James M. Kratochvil
Vice President, Chief
Financial Officer,
Treasurer and Secretary
UNITED STATES TRUST COMPANY
OF NEW YORK, AS TRUSTEE
By /s/ Cynthia Chaney
----------------------------------
Name: Cynthia Chaney
Title: Assistant Vice President