<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 2004

                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------

                           BERRY PLASTICS CORPORATION
                     GUARANTORS LISTED ON SCHEDULE A HERETO
           (Exact name of Registrants as Specified in their Charters)

<Table>
<S>                                      <C>                                      <C>
                DELAWARE                                   3089                                  35-1813706
    (State or Other Jurisdiction of            (Primary Standard Industrial                   (I.R.S. Employer
     Incorporation or Organization)            Classification Code Number)                  Identification No.)
</Table>

                               101 OAKLEY STREET
                           EVANSVILLE, INDIANA 47710
                                 (812) 424-2904
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)
                             ---------------------
                              JAMES M. KRATOCHVIL
               EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
                            TREASURER AND SECRETARY
                           BERRY PLASTICS CORPORATION
                               101 OAKLEY STREET
                           EVANSVILLE, INDIANA 47710
                                 (812) 424-2904
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent for Service)
                             ---------------------
                                    COPY TO:
                            STUART H. GELFOND, ESQ.
                  FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
                               ONE NEW YORK PLAZA
                            NEW YORK, NEW YORK 10004
                                 (212) 859-8000

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFER:  As soon as practicable
after the effective date of this Registration Statement.

    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.  [X]

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ]

    If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

    If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.  [ ]

                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
                                                                  PROPOSED MAXIMUM       PROPOSED MAXIMUM
          TITLE OF EACH CLASS OF              AMOUNT TO BE         OFFERING PRICE           AGGREGATE             AMOUNT OF
       SECURITIES TO BE REGISTERED             REGISTERED           PER NOTE(1)           OFFERING PRICE       REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                 <C>                    <C>                    <C>
10 3/4% Senior Subordinated Notes due
  2012....................................    $335,000,000              100%               $335,000,000             $--(3)
---------------------------------------------------------------------------------------------------------------------------------
Guarantees of 10 3/4% Senior Subordinated
  Notes due 2012..........................    $335,000,000              (2)                    (2)                   (2)
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
</Table>

(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(f) under the Securities Act.

(2) No separate filing fee is required pursuant to Rule 457(n) under the
    Securities Act.

(3) No filing fee is required pursuant to Rule 457(q) under the Securities Act.
                             ---------------------
    Pursuant to Rule 429 of the Securities Act of 1933, the prospectus in this
registration statement is a combined prospectus and relates to this registration
statement and our registration statement no. 333-97849 originally filed on
August 8, 2002. This registration statement will constitute post-effective
amendment no. 4 to our registration statement no. 333-97849. The post-effective
amendment will become effective concurrently with the effectiveness of this
registration statement in accordance with Section 8(c) of the Securities Act of
1933.
                             ---------------------
    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SHALL SPECIFICALLY STATE THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                   SCHEDULE A

                                   GUARANTORS

                            BPC HOLDING CORPORATION

                             BERRY IOWA CORPORATION

                             PACKERWARE CORPORATION

                             KNIGHT PLASTICS, INC.

                           BERRY STERLING CORPORATION

                       BERRY PLASTICS DESIGN CORPORATION

                             POLY-SEAL CORPORATION

                            VENTURE PACKAGING, INC.

                        VENTURE PACKAGING MIDWEST, INC.

                    BERRY PLASTICS TECHNICAL SERVICES, INC.

                            CPI HOLDING CORPORATION

                            CARDINAL PACKAGING, INC.

                                 AEROCON, INC.

                           BERRY TRI-PLAS CORPORATION

                   BERRY PLASTICS ACQUISITION CORPORATION III

                                  PESCOR, INC.

                    BERRY PLASTICS ACQUISITION CORPORATION V

                   BERRY PLASTICS ACQUISITION CORPORATION VI

                   BERRY PLASTICS ACQUISITION CORPORATION VII

                  BERRY PLASTICS ACQUISITION CORPORATION VIII

                   BERRY PLASTICS ACQUISITION CORPORATION IX

                    BERRY PLASTICS ACQUISITION CORPORATION X

                   BERRY PLASTICS ACQUISITION CORPORATION XI

                   BERRY PLASTICS ACQUISITION CORPORATION XII

                  BERRY PLASTICS ACQUISITION CORPORATION XIII

                BERRY PLASTICS ACQUISITION CORPORATION XIV, LLC

                 BERRY PLASTICS ACQUISITION CORPORATION XV, LLC

                             LANDIS PLASTICS, INC.
<PAGE>

Prospectus

[BERRY PLASTICS CORPORATION LOGO]

Berry Plastics Corporation

$335,000,000
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, which we refer to
as the "notes," relate to an aggregate of $335,000,000 that we issued in two
transactions. In September 2002, we issued $250,000,000 of the notes in exchange
for an equal amount of our 10 3/4% Senior Subordinated Notes due 2012, which we
originally issued on July 22, 2002. In April 2004, we issued $85,000,000 of the
notes in exchange for an equal amount of our 10 3/4% Senior Subordinated Notes
due 2012, which we originally issued on November 20, 2003.

The notes mature on July 15, 2012.

We may redeem the notes, in whole or in 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 79. If we sell certain of our assets or experience
specific kinds of changes of 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 secured indebtedness and our subsidiaries' 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 Corporation, 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. These transactions may occur in the open market
or may be privately negotiated at prices related to prevailing market prices at
the time of sale. 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.

           , 2004
<PAGE>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                        PAGE
<S>                                     <C>
Prospectus summary....................    1
Risk factors..........................    6
Use of proceeds.......................   17
Capitalization........................   18
Unaudited pro forma financial
  information.........................   19
Selected consolidated financial
  data................................   22
Management's discussion and analysis
  of financial condition and results
  of operations.......................   24
Business..............................   39
Management............................   49
Principal stockholders................   57
</Table>

<Table>
<Caption>
                                        PAGE
<S>                                     <C>
Related party transactions............   59
Description of other indebtedness.....   63
Description of notes..................   67
Certain material U.S. federal tax
  considerations......................  118
ERISA considerations..................  125
Plan of distribution..................  127
Legal matters.........................  128
Independent auditors..................  128
Where you can find more information...  128
Index to financial statements.........  F-1
</Table>

                             ---------------------

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" refers to BPC Holding Corporation, "we," "our" or "us" refers to BPC
Holding Corporation together with its consolidated subsidiaries (including
Landis, unless the context otherwise requires), "Berry Plastics" or "the
Company" refers to Berry Plastics Corporation, a wholly owned subsidiary of BPC
Holding and the issuer of the notes, "Landis" refers to Landis Plastics, Inc.,
and "initial purchasers" refers to the firms listed on the cover of this
prospectus. Unless otherwise indicated, all references in this prospectus to our
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 "2003," "2002," "2001," "2000" and "1999," or to such periods as
our fiscal years, relate to our fiscal years ended December 27, 2003, December
28, 2002, December 29, 2001, December 30, 2000 and January 1, 2000,
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 Buyout."
                             ---------------------

                                        i
<PAGE>

                             ---------------------

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.

                                        ii
<PAGE>

                         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 Securities Exchange Act
of 1934, as amended (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 the benefits of the Landis Acquisition, and our plans, strategies and
prospects under the headings "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:

       - 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;

       - 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;

       - 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.

                                       iii
<PAGE>

                                  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 management's knowledge and experience in the areas
in which the relevant businesses operate, and information obtained from
customers, distributors, suppliers, trade and business organizations and other
contacts in the areas in which the relevant businesses operate. We have also
cited information compiled by Plastics News, an industry publication. Unless
otherwise specified, 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 United States plastic container
demand by weight.

                                        iv
<PAGE>

                               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 and Landis' consolidated financial
statements and related notes included elsewhere in this prospectus.

                           BERRY PLASTICS CORPORATION

We are one of the world's leading manufacturers and suppliers of a diverse mix
of rigid 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. Our top 10 customers represented approximately 18% of our fiscal 2003
net sales with no customer accounting for more than 4% of our fiscal 2003 net
sales. On a pro forma basis giving effect to the acquisition of Landis as if it
occurred at the beginning of fiscal 2003, our top 10 customers would have
represented approximately 32% of our pro forma fiscal 2003 net sales with no
customer accounting for more than 8% of our pro forma fiscal 2003 net sales. The
average length of our relationship with these customers was over 19 years. 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 16 high-volume manufacturing facilities and have
extensive distribution capabilities.

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

<Table>
<Caption>
--------------------------------------------------------------------------------------------
(DOLLARS IN MILLIONS)                               1999     2000     2001     2002     2003
--------------------------------------------------------------------------------------------
<S>                                               <C>      <C>      <C>      <C>      <C>
Containers......................................  $188.7   $231.2   $234.5   $250.4   $288.5
Closures........................................    81.0    112.2    132.4    133.9    147.3
Consumer products...............................    59.1     64.7     94.8    110.0    116.1
                                                  ------------------------------------------
     Total net sales............................  $328.8   $408.1   $461.7   $494.3   $551.9
--------------------------------------------------------------------------------------------
</Table>

                                        1
<PAGE>

                             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.

       - Significant scale resulting in low-cost position and strong cash flow.

       - Ability to pass through changes in the cost of resin.

       - Large, diverse and stable customer base.

       - Proven ability to integrate strategic acquisitions.

       - Unique, proprietary thermoforming drink cup manufacturing process.

       - Proven and motivated management team.

                               BUSINESS STRATEGY

Our goal is to leverage our core strengths to increase profitability. Our
strategy to achieve this goal includes the following elements:

       - Increase sales to existing customers.

       - Aggressively pursue new customers.

       - Continue to effectively manage costs.

       - Selectively pursue strategic acquisitions in our core businesses.

                              RECENT DEVELOPMENTS

                             THE LANDIS ACQUISITION

On November 20, 2003, we acquired Landis Plastics, Inc. for aggregate
consideration of approximately $229.7 million, pursuant to which our
wholly-owned subsidiary, Berry Plastics Acquisition Corporation IV, merged with
and into Landis, and Landis became our wholly-owned subsidiary. The Landis
Acquisition was funded through (1) the issuance of $85 million aggregate
principal amount of the notes, which resulted in gross proceeds of $95.2
million, (2) aggregate net borrowings of $54.1 million under our amended and
restated senior secured credit facility from our new term loans, after giving
effect to the refinancing of our prior term loan, (3) an aggregate common equity
contribution of $62 million, consisting of contributions of $35.4 million by GS
Capital Partners 2000, L.P. and its affiliates, $16.1 million by J.P. Morgan
Partners Global Investors, L.P. and its affiliates, and an aggregate of $10.5
million from existing Landis shareholders and (4) cash on hand.

We also agreed to acquire, for $32 million, four facilities that Landis leased
from certain of its affiliates. Prior to the closing of the Landis Acquisition,
we assigned our rights and obligations to purchase the four facilities owned by
affiliates of Landis to an affiliate of W.P. Carey & Co., L.L.C. and then leased
those four facilities from them.

The Landis Acquisition, the amendment and restatement of our senior secured
credit facility, the borrowings under our revolving credit facility and our new
term loans and the common equity contributions described above are collectively
referred to in this prospectus as the Transactions.
                                        2
<PAGE>

                                   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 notes" in this
prospectus.

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

SECURITIES OFFERED......$335,000,000 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.

GUARANTORS..............The notes are fully and unconditionally guaranteed by
                        BPC Holding Corporation, our parent company, and each of
                        our current and future domestic subsidiaries. These
                        guarantees can be released upon the circumstances
                        described under "Description of 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
                                        3
<PAGE>

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

                        As of December 27, 2003:

                        - we had total indebtedness of approximately $751.6
                        million, excluding $7.4 million in letters of credit
                        under our revolving credit facility and, subject to
                        certain conditions to borrowing, $92.6 million available
                        for future borrowings under our revolving credit
                        facility; however the covenants under our amended and
                        restated senior secured credit facility may limit our
                        ability to make such borrowings;

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

                        - we did not have any subordinated debt; and

                        - our subsidiaries that are not guarantors of the notes
                        had $13.2 million of liabilities including trade
                        payables, but excluding liabilities owed to us.

                        As of April 28, 2004, we could incur approximately $92.0
                        million in additional senior debt under our amended and
                        restated senior secured credit facility, subject to
                        conditions to borrowing; however, the covenants under
                        our amended and restated 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 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 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 amended and restated 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 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;
                                        4
<PAGE>

                        - 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 notes--Certain covenants."

RISK FACTORS

You should carefully consider all the information in this prospectus before
deciding whether to invest in the notes. 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-fifth of our products. A catastrophic loss of all or a part of
the facility could have a material adverse effect on us. Also, we may not be
able to successfully integrate Landis. 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 December 27, 2003,
we had total indebtedness of approximately $751.6 million, excluding $7.4
million in letters of credit under our revolving credit facility and, subject to
certain conditions to borrowing, $92.6 million available for future borrowings
under our revolving credit facility. In particular, we urge you to consider
carefully the factors set forth under "Risk factors" beginning on page 6 of this
prospectus.
                                        5
<PAGE>

                                  RISK FACTORS

You should read and consider carefully each of the following factors, as well as
the other information contained in this prospectus before participating in the
exchange offer or deciding whether to invest in the notes. The risks and
uncertainties described below are not the only ones we face. Additional risks
and uncertainties not presently known to us or that we currently believe to be
immaterial may also adversely affect our business. For purposes of this "Risk
Factors" section, the terms "we", "our" or "us" refer to BPC Holding Corporation
together with its consolidated subsidiaries (including Landis, unless the
context signifies otherwise).

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 December 27, 2003, we had total indebtedness of approximately
$751.6 million, excluding $7.4 million in letters of credit under our revolving
credit facility and, subject to certain conditions to borrowing, $92.6 million
available for future borrowings under our revolving credit facility. As of April
28, 2004, we could incur approximately $92.0 million in additional senior debt
under our amended and restated senior secured credit facility, subject to
conditions to borrowing; however, the covenants under our amended and restated
senior secured credit facility may limit our ability to make such borrowings. We
are also permitted by the terms of the notes and our other debt instruments to
incur substantial additional indebtedness, subject to the restrictions therein.
See "Description of notes--Certain covenants" and "Description of other
indebtedness--The amended and restated senior secured credit facility." Any debt
that could be incurred under the indenture may be deemed senior debt.

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,

                                        6
<PAGE>

that are beyond our control. Our business may not generate sufficient cash flow
from operations and future borrowings may not be available to us under our
amended and restated 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 amended and restated 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 that govern our amended and
restated 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 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 amended and restated senior secured credit facility also requires us to meet
a number of financial ratios. For a discussion of these financial ratios, see
"Description of other indebtedness--The amended and restated senior secured
credit facility". The breach of any of these covenants or restrictions could
result in a default under the indenture governing the notes or under our amended
and restated 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 AND FUTURE
SENIOR INDEBTEDNESS. FURTHER, THE GUARANTEES OF THE NOTES ARE JUNIOR TO ALL OF
OUR GUARANTORS' EXISTING AND FUTURE SENIOR INDEBTEDNESS.

The notes and the guarantees rank behind all of our and our guarantors' existing
and future senior indebtedness. All of our and their future indebtedness will be
deemed senior indebtedness, unless it expressly provides that it ranks equal
with, or is subordinated in right of payment to, the notes and the guarantees.
The notes offered by this prospectus rank equal to the existing notes. As of
December 27, 2003, the amount of debt issued by us that is senior, or

                                        7
<PAGE>

effectively senior, to the notes and the note guarantees was $406.6 million
(which amount excludes $7.4 million of letters of credit and the remaining
availability of $92.6 million under our revolving credit 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' senior subordinated indebtedness in the assets remaining after we
and the guarantors have paid all of our and their senior debt. The indenture
governing the notes requires that amounts otherwise payable to holders of the
notes in a bankruptcy or similar proceeding be paid first to holders of any
remaining senior indebtedness. In any of these cases, if our assets are
insufficient to pay all of our creditors, the holders of the notes will receive
a proportional payment only if the holders of our senior indebtedness are paid
in full. 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
notes--Ranking."

THE NOTES ARE NOT SECURED BY ANY OF OUR ASSETS. HOWEVER, OUR AMENDED AND
RESTATED SENIOR SECURED CREDIT FACILITY IS 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 amended and
restated 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 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 amended and restated
senior secured credit facility have a prior claim on our and our guarantor
subsidiaries' 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. At December 27, 2003, the outstanding balance was
$380.0 million, and we had remaining availability of $92.6 million under that
facility.

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 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

                                        8
<PAGE>

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
December 27, 2003, our non-guarantor subsidiaries held 5% of our consolidated
assets. These non-guarantor subsidiaries accounted for 3% of our pro forma net
sales for fiscal year 2003.

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 guarantor of the notes, 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.

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

                                        9
<PAGE>

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 amended and restated 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 amended
and restated 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 notes--Change of control."

WE HAVE EXPERIENCED CONSOLIDATED NET LOSSES.

Our net losses were $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 $7.1 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. have advised us that they presently intend to make a market in
the notes as permitted by applicable law. Goldman, Sachs & Co. and J.P. Morgan
Securities Inc. are not obligated, however, to make a market in the notes and
any such market-making may be discontinued at any time 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. 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., 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, our registration
rights agreement with them 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 set forth in the registration rights agreement or as
otherwise acceptable to the market-maker. Valid business reasons include,

                                        10
<PAGE>

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 GUARANTEED SUPPLY OR FIXED-PRICE CONTRACTS WITH PLASTIC RESIN
SUPPLIERS.

We source plastic resin primarily from major industry suppliers such as Dow
Chemical, Chevron, Nova, ExxonMobil, Atofina, Basell, Sunoco and Equistar. We
have long-standing relationships with some of these suppliers but we have no
guaranteed supply or fixed-price contracts 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. Over the past several years we have
at times experienced rapidly increasing resin prices primarily due to the
increased cost of oil and natural gas. Due to the uncertain extent and rapid
nature of cost increases, we cannot reasonably estimate our ability to
successfully recover any cost increases in the short-term. If rapidly increasing
resin prices occur, our 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 the 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 2003 cost us approximately $140.3 million, or 33% 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. Based on information from Plastics News, an industry publication,
average spot prices of HDPE and PP on December 27, 2003 were $0.515 per pound
and $0.47 per pound, respectively, reflecting increases of $0.12 per pound, or
30%, and $0.08 per pound, or 21%, over the respective average spot prices from
December 28, 2002. Historically, we and Landis 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 significant negative
short-term impacts to our and Landis' respective financial performances. Some of
our customers (currently accounting for fewer than 10% of our net sales)
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.

                                        11
<PAGE>

WE FACE INTENSE COMPETITION AND MAY NOT BE ABLE TO COMPETE SUCCESSFULLY; 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 and foreign competitors with lower cost
structures. We compete on the basis 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. Furthermore, there are
relatively low barriers to entry into our business and for each of our product
lines. 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 25% of our products. Also, our primary computer software system
resides on a computer that is located in the Evansville facility. 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 assure that any future acquisitions will be able to be consummated at
acceptable prices and terms. We expect to continue to 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;

       - 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.

                                        12
<PAGE>

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.

We may become responsible for unexpected liabilities that we failed or were
unable to discover in the course of performing due diligence in connection with
the Landis Acquisition and any future acquisitions. We have required the selling
stockholders of Landis to indemnify us against certain undisclosed liabilities.
However, the indemnification, even if obtained, may not be enforceable,
collectible or sufficient in amount, scope or duration to fully offset the
possible liabilities associated with the business or property acquired. Any of
these liabilities, individually or in the aggregate, could have a material
adverse effect on our business, financial condition and results of operations.

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

We may not be able to successfully integrate Landis or any future 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;

       - 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.

                                        13
<PAGE>

The acquisition of Landis is significantly larger than any of our previous
acquisitions. The significant expansion of our business and operations resulting
from the acquisition of Landis may strain our administrative, operational and
financial resources. The integration of Landis into our company will require
substantial time, effort, attention, and dedication of management resources and
may distract our management in unpredictable ways from our existing business.
The integration process could create a number of adverse consequences for us,
including the possible unexpected loss of key employees, customers or suppliers,
a possible loss of sales or an increase in operating or other costs. The
foregoing could have a material adverse effect on our business, financial
condition and results of operations. We may not be able to manage the combined
operations and assets effectively or realize all or any of the anticipated
benefits of the Landis Acquisition.

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 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.

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

As of December 27, 2003, the net value of our goodwill and other intangibles was
approximately $529.7 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 or
permitted to amortize goodwill reflected on our balance sheet. We are, however,
required to evaluate goodwill reflected on
                                        14
<PAGE>

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.

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

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 use of hazardous materials and
the treatment, storage and disposal of solid and hazardous wastes. While we have
never 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
United States 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

                                        15
<PAGE>

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
accounted for approximately 4% of our 2003 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 United States 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 Buyout, 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. Affiliates of Goldman, Sachs & Co. and J.P.
Morgan Securities Inc., 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, affiliates of Goldman, Sachs & Co.
and J.P. Morgan Securities Inc. could cause us to 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.

                                        16
<PAGE>

                                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.

                                        17
<PAGE>

                                 CAPITALIZATION

The following table sets forth our capitalization as of December 27, 2003. This
table should be read in conjunction with "Use of proceeds" and our combined
financial statements and related notes and the unaudited pro forma financial
statements included elsewhere in this prospectus.

<Table>
<Caption>
----------------------------------------------------------------------------
                                                                   AS OF
(UNAUDITED)                                                     DECEMBER 27,
(DOLLARS IN THOUSANDS)                                              2003
----------------------------------------------------------------------------
<S>                                                             <C>
Long-term debt (including current portion thereof):
Amended and restated senior secured credit facilities
   Revolving credit facility(1).............................     $         -
   Term loans(2)............................................         380,000
Notes, including premium....................................         345,053
Capital leases..............................................          24,210
Nevada industrial revenue bonds and other...................           2,342
                                                                 -----------
      Total debt............................................         751,605
Stockholders' equity:
   Preferred stock..........................................               -
   Common stock.............................................              34
   Additional paid-in capital...............................         344,363
   Adjustment of the carryover basis of continuing
     stockholders...........................................        (196,603)
   Notes receivable--common stock...........................         (14,157)
   Treasury stock...........................................          (1,972)
   Retained earnings........................................          16,227
   Accumulated other comprehensive income...................           4,699
                                                                 -----------
      Total stockholders' equity............................         152,591
                                                                 -----------
Total capitalization........................................     $   904,196
----------------------------------------------------------------------------
</Table>

(1) As of December 27, 2003, we had unused borrowing capacity under the
revolving credit facility of $92.6 million, with $7.4 million in letters of
credit outstanding thereunder.

(2) Between December 27, 2003 and the date of this prospectus, we made scheduled
principal payments of $1.7 million on our term loans, $0.5 million on our Nevada
industrial revenue bonds, and scheduled payments on capital leases.

                                        18
<PAGE>

                   UNAUDITED PRO FORMA FINANCIAL INFORMATION

Set forth below is the unaudited pro forma combined statement of operations of
BPC Holding for the year ended December 27, 2003 and of Landis for the period
from January 1, 2003 to November 19, 2003 assuming the Transactions occurred at
the beginning of the period. The unaudited pro forma combined financial
information is presented for informational purposes only and does not purport to
represent the results of operations of us for the year ended December 27, 2003
had the Transactions occurred at the beginning of such period, or to project the
results for any future date or period.

The unaudited pro forma combined 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."

                                        19
<PAGE>

                   PRO FORMA COMBINED CONDENSED CONSOLIDATED
                            STATEMENT OF OPERATIONS
                  FOR THE FISCAL YEAR ENDED DECEMBER 27, 2003

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------
                                                                   LANDIS PERIOD
                                                                            FROM
                                                                      JANUARY 1,
                                                                         2003 TO    ADJUSTMENTS           PRO FORMA
                                                                    NOVEMBER 19,        FOR THE             FOR THE
(DOLLARS IN THOUSANDS)                                 COMPANY              2003   TRANSACTIONS        TRANSACTIONS
-------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>           <C>             <C>                 <C>
Net sales..........................................  $   551,876   $    197,715    $         -         $    749,591
Cost of goods sold.................................      420,750        157,764         (2,200)(1)          576,314
                                                     --------------------------------------------------------------
Gross profit.......................................      131,126         39,951          2,200              173,277
Operating expenses.................................       59,936         35,246          3,326(2)            98,508
                                                     --------------------------------------------------------------
Operating income...................................       71,190          4,705         (1,126)              74,769
Other expenses (income)............................           (7)             -              -                   (7)
Loss on extinguished debt..........................          250          5,499         (5,749)(3)                -
Interest expense, net..............................       45,413          2,244          5,905(4)            53,562
                                                     --------------------------------------------------------------
Income (loss) before income taxes..................       25,534         (3,038)        (1,282)              21,214
Income taxes.......................................       12,486             94         (2,486)(5)           10,094
                                                     --------------------------------------------------------------
Net income (loss)..................................       13,048         (3,132)         1,204               11,120
                                                     --------------------------------------------------------------
OTHER DATA:
Depreciation and amortization......................  $    44,078   $     11,804    $     5,387(1)(2)   $     61,269
-------------------------------------------------------------------------------------------------------------------
</Table>

                                        20
<PAGE>

                     NOTES TO PRO FORMA COMBINED CONDENSED
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)

(1) This adjustment reflects Landis changing its accounting policy for its
inventory from a LIFO basis to a FIFO basis and capitalization and related
depreciation of tooling costs in order to be consistent with the Company's
accounting policies, the elimination of operating leases that are not being
assumed in the Landis Acquisition, and new operating leases consummated.

<Table>
<Caption>
----------------------------------------------------------------------
                                                                  2003
----------------------------------------------------------------------
<S>                                                            <C>
LIFO adjustment to FIFO.....................................   $(1,229)
Tooling costs to be capitalized.............................    (1,650)
Depreciation on capitalized tooling.........................     1,852
Operating leases not part of purchase.......................    (3,848)
New operating leases........................................     2,675
                                                               -------
Net adjustments.............................................   $(2,200)
----------------------------------------------------------------------
</Table>

(2) This adjustment reflects the elimination of an operating lease of ($209)
that was not assumed in the Landis Acquisition and additional amortization
expense of $3,535.

(3) This adjustment eliminates the expenses incurred with the extinguishment of
debt in connection with the Transactions.

(4) This adjustment reflects the elimination of Landis interest expense and
changes in interest expense resulting from the financing of the Landis
Acquisition.

<Table>
<Caption>
----------------------------------------------------------------------
                                                                  2003
----------------------------------------------------------------------
<S>                                                            <C>
Landis existing interest....................................   $(2,244)
Outstanding Notes:
  Interest..................................................     8,117
  Amortization of bond premium..............................    (1,036)
  Amortization of deferred financing costs..................       305
Amendment of credit agreement:
  Interest..................................................       500
  Amortization of deferred financing........................       263
                                                               -------
Net adjustments.............................................   $ 5,905
----------------------------------------------------------------------
</Table>

(5) This adjustment represents the income tax change as a result of the other
items reflected in these notes to pro forma combined condensed consolidated
statement of operations and the conversion of Landis from an S corporation to a
C corporation.

                                        21
<PAGE>

                      SELECTED CONSOLIDATED FINANCIAL DATA

BPC HOLDING

The following table sets forth Holding's selected consolidated historical
financial data for each of the fiscal years 1999, 2000, 2001, 2002 and 2003,
which have been derived from the consolidated financial statements of Holding
which have been audited by Ernst & Young LLP, independent auditors included
elsewhere in this prospectus. Holding's fiscal year is a 52/53 week period
ending on the Saturday closest to December 31. Data for the fiscal year 2003
includes the results of operations of Landis from the closing of the Landis
Acquisition on November 20, 2003. All references herein to fiscal "2003,"
"2002," "2001," "2000," and "1999" relate to the fiscal years ended December 27,
2003, December 28, 2002, December 29, 2001, December 30, 2000, and January 1,
2000, respectively. 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" and other
financial information included elsewhere in this prospectus.

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------
                                                                                                    FISCAL
                                                              --------------------------------------------
                                                                                                  COMBINED
                                                                                                 COMPANY &
                                                                                 PREDECESSOR   PREDECESSOR      COMPANY
                                                              ------------------------------   -----------   ----------
(DOLLARS IN THOUSANDS)                                            1999       2000       2001          2002         2003
-----------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>        <C>        <C>        <C>           <C>
Statement of operations data:
  Net sales.................................................  $328,834   $408,088   $461,659    $494,303     $  551,876
  Cost of goods sold........................................   241,067    312,119    338,000     371,273        420,750
                                                              ---------------------------------------------------------
  Gross profit..............................................    87,767     95,969    123,659     123,030        131,126
  Operating expenses
    Selling.................................................    17,383     21,630     21,996      22,209         23,883
    General and administrative..............................    22,034     24,408     28,535      23,414         25,699
    Research and development................................     2,338      2,606      1,948       2,888          3,459
    Amortization of intangibles.............................     7,215     10,579     12,802       2,408          3,326
    Other expenses..........................................     5,148      6,639      4,911       5,561          3,569
    Merger expenses.........................................         -          -          -      20,987              -
                                                              ---------------------------------------------------------
    Total operating expenses................................    54,118     65,862     70,192      77,467         59,936
                                                              ---------------------------------------------------------
  Operating income..........................................    33,649     30,107     53,467      45,563         71,190
  Other expense (income)(1).................................     1,416        877        473         299             (7)
  Loss on extinguished debt(2)..............................         -      1,022          -      25,328            250
  Interest expense, net(3)..................................    40,817     51,457     54,355      49,254         45,413
                                                              ---------------------------------------------------------
  Income (loss) before income taxes.........................    (8,584)   (23,249)    (1,361)    (29,318)        25,534
  Income taxes (benefit)....................................       554       (142)       734       3,298         12,486
                                                              ---------------------------------------------------------
  Net income (loss).........................................    (9,138)   (23,107)    (2,095)    (32,616)        13,048
  Preferred stock dividends.................................     3,776      6,665      9,790       6,468              -
  Amortization of preferred stock discount..................       292        768      1,024         574              -
                                                              ---------------------------------------------------------
  Net income (loss) attributable to common stockholders.....  $(13,206)  $(30,530)  $(12,909)   $(39,658)    $   13,048
                                                              ---------------------------------------------------------
  Other financial data:
    Depreciation and amortization(4)........................  $ 31,795   $ 42,148   $ 50,907    $ 41,965     $   44,078
    Capital expenditures....................................    30,738     31,530     32,834      28,683         29,949
    Ratio of earnings to fixed charges(5)...................         -          -          -           -            1.5x
  Balance sheet data (at end of period):
    Working capital.........................................  $ 10,527   $ 20,470   $ 19,327    $ 64,201     $   87,571
    Property and equipment, net.............................   146,792    179,804    203,217     193,132        282,977
    Total assets............................................   340,807    413,122    446,876     760,576      1,015,806
    Total debt..............................................  $403,989   $468,806   $485,881    $609,943     $  751,605
-----------------------------------------------------------------------------------------------------------------------
</Table>

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

(2) The loss on extinguished debt in 2003 represents the costs associated with
amending the senior credit facility in connection with the Landis Acquisition.
As a result of the retirement all of BPC Holding's senior secured notes and
Berry

                                        22
<PAGE>

Plastics' senior subordinated notes and the repayment of all amounts owed under
our credit facilities in connection with the Merger, $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 a loss on extinguished debt. In 2000, the
loss on extinguished debt relates to deferred financing fees written off as a
result of amending the retired senior credit facility.

(3) Includes non-cash interest expense of $2,318, $2,476, $11,268, $18,047, and
$15,567 in fiscal 2003, 2002, 2001, 2000 and 1999, respectively.

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

(5) For purposes of calculating the ratio of earnings to fixed charges,
"earnings" represent net income (loss) before extraordinary items. "Fixed
charges" consist of interest expenses, 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
1999, 2000, 2001 and 2002, our fixed charges exceeded our earnings by $7,137,
$20,520, $772 and $3,146, respectively.

                                        23
<PAGE>

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

You should read the following discussion and analysis of our and Landis'
financial condition and results of operations in conjunction with the
consolidated financial statements and related notes of Berry Plastics and Landis
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 presentation purposes, the results of
Predecessor have been combined with results subsequent to the Buyout.

                                 BERRY PLASTICS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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 that, based on past history and our credit policies, the
net accounts receivable are of good quality. A ten percent increase or decrease
in our bad debt experience would not have a material impact on our results of
operations. Our allowance for doubtful accounts was $2.7 million as of December
27, 2003.

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. A
ten percent increase or decrease in our medical claims experience would not have
a material impact on our

                                        24
<PAGE>

results of operations. Our accrued liability for medical claims was $3.0
million, including reserves for expected medical claims incurred but not
reported, as of December 27, 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. A ten
percent increase or decrease in our workers' compensation claims experience
would not have a material impact on our results of operations. Our accrued
liability for workers' compensation claims was $3.1 million as of December 27,
2003.

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.

Impairments of long-lived assets.  In accordance with the methodology described
in FASB Statement No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," we review long-lived assets for impairment whenever events
or changes in circumstances indicate the carrying amount of such assets may not
be recoverable. Impairment losses are recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amounts. The impairment loss is measured by comparing the fair value of
the asset to its carrying amount. No impairments were recorded in the financial
statements included herein.

Deferred taxes and effective tax rates.  We estimate tax rates and associated
liabilities or assets for each legal entity in accordance with FAS 109. We use
tax-planning to minimize or defer tax liabilities to future periods. In
recording effective tax rates and related liabilities and assets, we rely upon
estimates, which are based upon our interpretation of United States and local
tax laws as they apply to our legal entities and our overall tax structure.
Audits by local tax jurisdictions, including the United States Government, could
yield different interpretations from our own and cause us to owe more taxes than
originally recorded. For interim periods, we accrue our tax provision at the
effective tax rate that we expect for the full year. As the actual results from
our various businesses vary from our estimates earlier in the year, we adjust
the succeeding interim periods effective tax rates to reflect our best estimate
for the year-to-date results and for the full year. As part of the effective tax
rate, if we determine that a deferred tax asset arising from temporary
differences is not likely to be utilized, we will establish a valuation
allowance against that asset to record it at its expected realizable value.

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

                                        25
<PAGE>

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, "APM" refers to the acquisition of the injection molded overcap lid
assets of APM Inc. in 2003; "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 YEAR ENDED DECEMBER 27, 2003 TO THE YEAR ENDED DECEMBER 28,
2002

Net Sales.  Net sales increased 12% to $551.9 million in 2003, up $57.6 million
from $494.3 million in 2002 with an approximate 5% increase in net selling price
due to higher resin costs passed through to our customers. Container net sales
increased $38.1 million to $288.5 million, with the Landis Acquisition providing
net sales of approximately $20.1 million in 2003. The remaining increase in
containers of $18.0 million can be primarily attributed to higher selling prices
primarily due to passing through the costs of increased resin prices. Closure
net sales increased $13.4 million to $147.3 million primarily due to the CCL
acquisition, higher selling prices, and increased volume in the United States
closure product line. Consumer products net sales increased $6.1 million to
$116.1 million in 2003 primarily due to increased sales from the thermoformed
drink cup line and retail housewares partially offset by a reduction in sales of
a specialty drink cup line.

Gross Profit.  Gross profit increased $8.1 million from $123.0 million, or 25%
of net sales, in 2002 to $131.1 million, or 24% of net sales, in 2003. This
increase of 7% includes the combined impact of the added sales volume,
productivity improvement initiatives and the timing effect of the 5% increase in
net selling prices partially offset by higher raw material costs. 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, in the fourth quarter of 2002 we closed our
Fort Worth, Texas facility, which was acquired in the Pescor acquisition, and in
the fourth quarter of 2003, we initiated the closing of our Monticello, Indiana
facility. The Monticello facility was acquired in the Landis Acquisition. The
business from these locations was distributed throughout our facilities. Also,
significant productivity improvements were made in 2003, including the addition
of state-of-the-art injection molding, thermoforming and post molding equipment
at several of our facilities.

Operating Expenses.  Selling expenses increased by $1.7 million to $23.9 million
for 2003 from $22.2 million principally as a result of increased selling
expenses resulting from increased sales. General and administrative expenses
increased from $23.4 million to $25.7 million in 2003. This increase of $2.3
million can be primarily attributed to the Landis Acquisition and increased
accrued bonus expenses. Research and development costs increased $0.6 million to
$3.5 million in 2003 primarily as a result of an increase in projects under
development and the Landis Acquisition. Intangible asset amortization increased
from $2.4 million in 2002 to $3.3 million for 2003, primarily as a result of
intangibles resulting from the Buyout and the Landis

                                        26
<PAGE>

Acquisition. In connection with the Buyout, the Predecessor incurred Buyout
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 fees to the largest voting stockholder of the
Predecessor. Other expenses were $3.6 million for 2003 compared to $5.6 million
for 2002. Other expenses in 2003 include transition expenses of $1.5 million
related to recently acquired businesses, $1.1 million related to the shutdown
and reorganization of facilities, and $1.0 million related to an acquisition
that was not completed. Other expenses in 2002 include 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.

Interest Expense, Net.  Net interest expense, including amortization of deferred
financing costs and debt premium, for 2003 was $45.7 million, or 8% of net sales
compared to $74.6 million, or 15% of net sales in 2002, a decrease of $28.9
million. This decrease is primarily attributed to $18.7 million of prepayment
fees and related charges and $6.6 million of deferred financing fees written off
in 2002 due to the extinguishment of debt in connection with the Buyout and
decreased rates of interest on borrowings in 2003. The prepayment fees and
related charges and deferred financing fees written off in the prior year were
previously classified as extraordinary. Pursuant to SFAS 145, 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. As a result, we
have reclassified the extraordinary item in the Statements of Operations to
continuing operations in these financial statements.

Income Taxes.  During 2003, we recorded income tax expense of $12.5 million for
income taxes, or an effective tax rate of 49%, compared to $3.3 million for
fiscal 2002. The effective tax rate is greater than the statutory rate due to
the impact of state taxes and foreign location losses for which no benefit was
currently provided. The increase of $9.2 million over 2002 can be attributed to
the Buyout as the use of fully reserved net operating loss carryforwards that
existed at the time of the Buyout have been recorded as a reduction to goodwill.
We continue to operate in a net operating loss carryforward position for federal
income tax purposes.

Net Income (Loss).  We recorded net income of $13.0 million in 2003 compared to
a net loss of $32.6 million net loss in 2002 for the reasons stated 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 1% includes the timing

                                        27
<PAGE>

effect of increased raw material costs in excess of selling price increases
partially offset by the combined impact of the added Pescor and Mount Vernon
sales volume, 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 $22.2 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 Buyout, the
Predecessor incurred Buyout 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 million for 2002 compared to $4.9 million
for 2001. Other expenses in 2002 include 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 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 $74.6 million, or 15% of net sales compared to
$54.4 million, or 12% of net sales in 2001, an increase of $20.2 million. This
increase is primarily attributed to $18.7 million of prepayment fees and related
charges and $6.6 million of deferred financing fees written off in 2002 due to
the extinguishment of debt in connection with the Merger partially offset by
decreased rates of interest on borrowings. The prepayment fees and related
charges and deferred financing fees written off in 2002 were previously
classified as extraordinary. Pursuant to SFAS 145, 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. As a result, we
have reclassified the extraordinary item in the Statements of Operations to
continuing operations in these financial statements.

Income Taxes. During 2002, we recorded an expense of $3.3 million for income
taxes compared to $0.7 million for 2001. The increase of $2.6 million over 2001
can be attributed to the Buyout as the use of fully reserved net operating loss
carryforwards that existed at the time of the

                                        28
<PAGE>

Buyout have been recorded as a reduction to goodwill. 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
Buyout, $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 net loss
of $2.1 million in 2001 for the reasons discussed above.

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. In connection with the Landis
Acquisition, we amended and restated the senior secured credit facility. The
amended and restated senior secured credit facility consists of our previous
$100 million revolving credit facility, a new $330 million term loan and a new
$50 million term loan. On November 10, 2003, we used $325.9 million of the new
$330 million term loan to refinance in full the balance outstanding under our
prior term loan. The remaining $4.1 million was used to fund a portion of the
purchase price for the Landis Acquisition. The new $50 million term loan was
also used to pay a portion of the purchase price for the Landis Acquisition. The
maturity date of the term loans is July 22, 2010 and the maturity date of the
revolving credit facility is July 22, 2008. Our prior term loan was initially
funded on the closing date of the Buyout and the proceeds were used in
connection with the Buyout to pay the cash consideration payable to
stockholders, the costs of prepaying our indebtedness and the transaction costs
incurred in connection therewith. The indebtedness under our amended and
restated senior secured credit facility is guaranteed by BPC Holding and all of
its domestic subsidiaries. The obligations of Berry Plastics under the amended
and restated senior secured credit facility and the guarantees thereof are
secured by substantially all of the assets of such entities. At December 27,
2003, there were no borrowings outstanding on the revolving credit facility.

Borrowings under our amended and restated 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 loans, the applicable margin is (1) with respect to Base Rate
Loans, 1.50% per annum and (2) with respect to Eurodollar Rate Loans, 2.50% per
annum. For Eurodollar Rate Loans under the revolving credit facility, the
applicable margin ranges from 2.75% per annum to 2.00% per annum, depending on
our leverage ratio (2.75% based on results through December 27, 2003). 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 amended and
restated senior secured credit facility will be equal to the interest rate at
the time of an event of default plus 2.00%. The amended and restated senior
secured credit facility also requires us to pay commitment fees equal to 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. Pursuant

                                        29
<PAGE>

to a requirement in the amended and restated senior secured credit facility and
as a result of an economic slowdown and corresponding interest rate reductions,
we entered into an interest rate collar arrangement in October 2002 to protect
$50 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%.

Our amended and restated 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 amended and restated senior secured credit
facility contains (i) a minimum interest coverage ratio as of the last day of
any quarter of 2.00:1.00 per quarter for the quarters ending December 2003 and
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 $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 of 5.90:1.00 per quarter for
the quarters ending December 2003 and March 2004, 5.75:1.00 per quarter for the
quarters ending June 2004 and September 2004, 5.50:1.00 per quarter for the
quarters ending December 2004 and through the quarter ending June 2005,
5.25:1.00 per quarter for the quarters ending September 2005 and December 2005,
5.00:1.00 per quarter for the quarters ending March 2006 and June 2006,
4.75:1.00 per quarter for the quarters ending September 2006 through the quarter
ending March 2007, 4.50:1.00 per quarter for the quarters ending June 2007
through the quarter ending December 2007, 4.25:1.00 per quarter for the quarters
ending March 2008 through the quarter ending December 2008, and 4.00:1.00 per
quarter thereafter.

The breach of any of these covenants or restrictions could result in a default
under the indenture governing the notes or under our amended and restated senior
secured credit facility.

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. 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. We were in compliance with all of the financial and operating
covenants under our amended and restated senior secured credit facility at
December 27, 2003.

The term loans amortize quarterly in the aggregate as follows: $825,000 each
quarter through June 30, 2004, $950,000 each quarter ending June 30, 2009 and
$89,631,250 each quarter beginning September 30, 2009 and ending June 30, 2010.
Borrowings under our amended and restated 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

                                        30
<PAGE>

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 $25 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 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 Buyout. 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.

On November 20, 2003, we completed an offering of $85 million aggregate
principal amount of the notes. The net proceeds to us from the sale of the
notes, after expenses, were $91.8 million. The proceeds from the notes were used
in the financing of the Landis Acquisition.

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 of 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 27, 2003 are summarized in the
following table.

<Table>
<Caption>
------------------------------------------------------------------------------------------
                                               PAYMENTS DUE BY PERIOD AT DECEMBER 27, 2003
                                         -------------------------------------------------
                                                         <1       1-3       4-5         >5
(DOLLARS IN THOUSANDS)                      TOTAL      YEAR     YEARS     YEARS      YEARS
------------------------------------------------------------------------------------------
<S>                                      <C>        <C>       <C>       <C>       <C>
Long-term debt, excluding capital
   leases..............................  $717,342   $ 4,050   $ 8,600   $ 8,100   $696,592
Capital leases.........................    26,864     6,184     9,334     6,441      4,905
Operating leases.......................    97,604    12,223    20,071    13,156     52,154
Other long-term obligations............       245       245         -         -          -
                                         -------------------------------------------------
Total contractual cash obligations.....  $842,055   $22,702   $38,005   $27,697   $753,651
------------------------------------------------------------------------------------------
</Table>

Net cash provided by operating activities was $79.8 million in 2003 as compared
to $26.6 million in 2002. This increase of $53.2 million can be primarily
attributed to Buyout related expenses of $21.0 million in 2002, improved
operating performance as our net income (loss) plus non-cash expenses excluding
the Buyout related expenses improved $8.1 million, and improved working capital
management. Net cash provided by operating activities was $54.3 million in 2001.
The decrease of $27.7 million in 2002 can be primarily attributed to expenses
incurred in connection with the Buyout.

                                        31
<PAGE>

Net cash used for investing activities increased from $44.9 million in 2002 to
$265.7 million in 2003 primarily as a result of the Landis Acquisition in 2003
partially offset by $12.4 million of capitalized Buyout costs in 2002. Capital
expenditures in 2003 were $29.9 million, an increase of $1.3 million from $28.6
million in 2002. Capital expenditures in 2003 included investments of $2.5
million for facility renovations, production systems and offices necessary to
support production operating levels throughout the company, $17.2 million for
molds, $5.3 million for molding and printing machines, and $4.9 million for
accessory equipment and systems. The capital expenditure budget for 2004 is
expected to be approximately $47.0 million. Net cash used for investing
activities was $56.3 million in 2001 compared to the $44.9 million in 2002. This
decrease can be primarily attributed to the Pescor acquisition in 2001 partially
offset by $12.4 million of capitalized Buyout costs in 2002.

Net cash provided by financing activities was $196.8 million in 2003 as compared
to $32.4 million in 2002. The increase of $164.4 million can be primarily
attributed to the Landis Acquisition in 2003 partially offset by the Buyout. 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 Buyout.

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 through 2004 will be satisfied through a
combination of funds generated from operating activities and cash on hand,
together with funds available under our amended and restated senior secured
credit facility. We base such belief on historical experience and the
substantial funds available under our amended and restated senior secured credit
facility. However, we cannot predict our future results of operations and we
will need to remain in compliance with the covenants described above to be able
to borrow under the amended and restated senior secured credit facility. At
December 27, 2003, our cash balance was $26.2 million, and we had unused
borrowing capacity under our amended and restated senior secured credit
facility's borrowing base of $92.6 million. Although the $92.6 million was
available at December 27, 2003, the covenants under our amended and restated
senior secured credit facility may limit our ability to make such borrowings in
the future.

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 amended and restated senior secured credit
facility 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

                                        32
<PAGE>

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. 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. As a result, we
and Landis will reclassify the extraordinary item in the Statements of
Operations to continuing operations in our 2003 third quarter financial
statements. 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 either us or Landis.

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 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 either us or Landis.

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 Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN No. 46"). FIN No. 46 clarifies the application
of Accounting Research Bulletin No. 51, Consolidated Financial Statements, in
determining whether a reporting entity should consolidate certain legal
entities, including partnerships, limited liability companies, or trusts, among
others, collectively defined as variable interest entities ("VIEs"). This
interpretation applies to VIEs created or obtained after January 31, 2003, and
as of July 1, 2003, to VIEs in which an enterprise holds a variable interest
that it acquired before February 1, 2003. The initial adoption of this statement
did not have a material impact on either us or Landis.

Also in 2003, Emerging Issues Task Force ("EITF") reached a consensus on issue
No. 02-16 ("EITF 02-16"), "Accounting by a Customer (Including a Reseller) for
Certain Consideration Received from a Vendor." EITF 02-16 addressed accounting
for cash consideration received by a reseller from a vendor. Cash consideration
received by a customer from a vendor is presumed to be a reduction of the prices
of the vendor's products or services and should be characterized as a reduction
of cost of sales when recognized in the customer's income statement. However,

                                        33
<PAGE>

if the consideration is a payment for assets or services delivered to the
vendor, the cash consideration is characterized as revenue when recognized in
the customer's income statement. The EITF also addressed rebates or refunds and
how they should be recognized as a reduction of cost of sales. In order to
recognize a rebate or refund, it must be probable and reasonably estimable,
otherwise, it is not recognized until each specified criteria is met. The
adoption of EITF 02-16 did not have a material impact on the financial position
or results of operations of the Company or Landis.

In April 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
initial adoption of this statement did not have a material impact on either us
or Landis.

In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity ("SFAS No. 150"). This statement establishes standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003. The adoption
of this statement does not result in any material change to the existing
reporting for either us or Landis.

In December 2003, the United States Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin ("SAB") No. 104 ("SAB 104"), "Revenue
Recognition." SAB 104 updates portions of the SEC staff's interpretive guidance
provided in SAB 101 and included in Topic 13 of the Codification of Staff
Accounting Bulletins. SAB 104 deletes interpretative material no longer
necessary, and conforms the interpretive material retained, because of
pronouncements issued by the FASB Emerging Issues Task Force on various revenue
recognition topics, including EITF 00-21. The Company adopted this standard on a
prospective basis. The adoption of SAB 104 did not have an impact on the
financial position or results of operations of the Company or Landis.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

We are exposed to market risk from changes in interest rates primarily through
our amended and restated senior secured credit facility. The amended and
restated senior secured credit facility consists of our previous $100 million
revolving credit facility, a new $330 million term loan and a new $50 million
term loan. On November 10, 2003, we used $325.9 million of the new $330 million
term loan to refinance in full the balance outstanding under our prior term
loan. The remaining $4.1 million was used to fund a portion of the purchase
price for the Landis Acquisition. The new $50 million term loan was also used to
pay a portion of the purchase price for the Landis Acquisition. At December 27,
2003, there were no borrowings outstanding on the revolving credit facility. The
net outstanding balance of the term loans at December 27, 2003 was $380 million.
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

                                        34
<PAGE>

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 our floating rate debt. Pursuant to a requirement in the amended and
restated senior secured credit facility and as a result of an 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 December 27, 2003, the Eurodollar rate applicable to the
$330 million term loan and the $50 million term loan was 1.17% and 1.12%,
respectively. If the Eurodollar rate increases 0.25% and 0.5%, we estimate an
annual increase in our interest expense of approximately $0.8 million and $1.7
million, respectively.

                                     LANDIS

CRITICAL ACCOUNTING POLICIES

Landis discloses those accounting policies that it considers to be significant
in determining the amounts to be utilized for communicating its financial
position, results of operations and cash flows in the second note to its
financial statements included elsewhere herein. This discussion and analysis of
Landis' financial condition and results of operations is based on its financial
statements, included elsewhere in this prospectus, 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
required Landis' 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 we do not believe such
differences will materially affect Landis' financial position or results of
operations. Prior to the Landis Acquisition, Landis informed us that it believes
the following accounting policies are the most critical because they have the
greatest impact on the presentation of Landis' financial condition and results
of operations.

Cash and Cash Equivalents. For financial statement presentation purposes, Landis
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents. The carrying value of cash
equivalents approximates fair value due to the short term, highly liquid nature
of cash equivalents.

Accounts receivable. Accounts receivable are stated at the amount management
expects to collect from outstanding balances. Landis management provides for
probable uncollectible amounts through a charge to earnings and a credit to a
valuation allowance based on its assessments of the current status of individual
accounts. Balances that are still outstanding after Landis management has used
reasonable collection efforts are written off through a charge to the valuation
allowance and a credit to trade accounts receivable. Landis believes that, based
on past history and Landis' credit policies, the net accounts receivable are of
good quality.

Inventories. Landis values substantially all of its inventories at cost
determined on a last-in, first-out (LIFO) basis.

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.

                                        35
<PAGE>

Income Taxes. Landis has elected by unanimous consent of its stockholders to be
taxed as an "S" corporation under Section 1362 of the Internal Revenue Code.
Accordingly, no provision or liability for federal income taxes is reflected in
the accompanying statements. Instead, the stockholders are liable for individual
federal income taxes on their respective share of Landis' taxable income.
However, Landis is liable for certain state income taxes. General investment and
employment tax credit carryforwards are available in various states of
approximately $900,000. These credits expire between 2004 and 2017.

RESULTS OF OPERATIONS

COMPARISON OF THE 39 WEEKS ENDED SEPTEMBER 28, 2003 TO THE 39 WEEKS ENDED
SEPTEMBER 29, 2002

Net Sales. Net sales increased 5.7% or $8.9 million to $164.5 million for the
thirty-nine weeks ended September 28, 2003 from $155.6 million for the
thirty-nine weeks ended September 29, 2002. This increase was primarily
attributable to higher selling prices resulting from increased resin costs,
offset by reduced sales to a single customer.

Gross Profit. Gross profit decreased by $2.3 million to $30.1 million, or 18.3%
of net sales, for the thirty-nine weeks ended September 28, 2003 from $32.4
million, or 20.8% of net sales, for the thirty-nine weeks ended September 29,
2002. This decrease of 7.1% was primarily attributable to the timing effect of
increased raw material costs in excess of selling price increases.

Operating Expenses. Selling expenses increased by $1.0 million to $4.5 million
for the thirty-nine weeks ended September 28, 2003 from $3.5 million for the
thirty-nine weeks ended September 29, 2002, primarily as a result of additional
artwork related to additional volume with Dean Foods, higher wage rates, and
positions added to support new business. General and administrative expenses
increased from $8.8 million for the thirty-nine weeks ended September 29, 2002
to $10.2 million for the thirty-nine weeks ended September 28, 2003. This
increase of $1.4 million was primarily attributable to compensation recognition
(non-cash) for stock vesting.

Interest Expense, Net. Net interest expense was $1.9 million for the thirty-nine
weeks ended September 28, 2003, identical to the $1.9 million for the
thirty-nine weeks ended September 29, 2002.

Income Taxes. Landis Plastics, Inc. has elected by unanimous consent of its
stockholders to be taxed as an "S" corporation under Section 1362 of the
Internal Revenue Code for years beginning after December 31, 1986. Accordingly,
no provision or liability for federal income taxes is reflected in the
accompanying statements. Items reported under Income Taxes are liabilities
related to state taxes where S filings are not appropriate.

Net Income. Net income was $2.5 million for the thirty-nine weeks ended
September 28, 2003 compared to $8.1 million for the thirty-nine weeks ended
September 29, 2002 for the reasons discussed above.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 2002 TO THE YEAR ENDED DECEMBER 31,
2001

Net Sales. Net sales increased 5.2% to $211.6 million in 2002, up $10.4 million
from $201.2 million in 2001. This increase was primarily due to stronger sales
volume in the yogurt and dairy lines.

                                        36
<PAGE>

Gross Profit. Gross profit increased $1.0 million from $43.6 million, or 21.7%
of net sales, in 2001 to $44.6 million, or 21.1% of net sales, in 2002. This
increase was primarily attributable to the margin gain from higher sales volumes
partially offset by increased raw material costs.

Operating Expenses. Selling expenses increased $0.4 million primarily as a
result of higher artwork costs related to additional business gained when Dean
Foods merged with Suiza Foods, and shifted the business to Landis. General and
administrative expenses fell $0.2 million as a result of lower human resource
expenditures spent on recruiting fees.

Interest Expense, Net. Net interest expense, including amortization of deferred
financing costs for 2002, was $2.7 million, or 1.3% of net sales, compared to
$3.1 million or 1.5% of net sales in 2001, a decrease of $0.4 million. This
decrease was attributed to lower borrowing costs and lower debt levels.

Income Taxes. Landis Plastics, Inc. has elected by unanimous consent of its
stockholders to be taxed as an "S" corporation under Section 1362 of the
Internal Revenue Code for years beginning after December 31, 1986. Accordingly,
no provision or liability for federal income taxes is reflected in the
accompanying statements. Items reported under Income Taxes are liabilities
related to state taxes where S filings are not appropriate.

Asset Impairment. As required by Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the impairment of long-lived assets and for
long-lived assets to be disposed of," Landis recorded losses on long-lived
assets of $0.5 million in 2001. This related to robotic parts handling equipment
that did not meet performance criteria. There were no asset impairments
recognized in 2002.

Net Income. Landis recorded net income of $10.8 million in 2002 as compared to
$8.9 million in 2001 for the reasons discussed above.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 2001 TO THE YEAR ENDED DECEMBER 31,
2000

Net Sales. Net sales increased 3.6% to $201.2 million in 2001, up $6.9 million
from $194.3 million in 2000. This increase was primarily due to stronger sales
volume in the yogurt and dairy lines.

Gross Profit. Gross profit increased $4.4 million from $39.2 million, or 20.2%
of net sales, in 2000 to $43.6 million, or 21.7% of net sales, in 2001. This
increase is primarily attributable to the margin gain from higher sales volumes.

Operating Expenses. Selling expenses increased $0.5 million largely as a result
of higher insurance costs. General and administrative expenses increased $1.3
million as a result of rent expenses and other costs associated with the start
of the Phoenix facility. The income of 2000 was largely related to a gain on
sale of a corporate aircraft.

Interest Expense, Net. Net interest expense, including amortization of deferred
financing costs for 2001, was $3.1 million, or 1.5% of net sales, compared to
$3.1 million, or 1.6% of net sales, in 2000.

Income Taxes. Landis Plastics, Inc. has elected by unanimous consent of its
stockholders to be taxed as an "S" corporation under Section 1362 of the
Internal Revenue Code for years beginning after December 31, 1986. Accordingly,
no provision or liability for federal income taxes is reflected in the
accompanying statements. Items reported under Income Taxes are liabilities
related to state taxes where S filings are not appropriate.

                                        37
<PAGE>

Asset Impairment. As required by Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the impairment of long-lived assets and for
long-lived assets to be disposed of," Landis recorded losses on long-lived
assets of $0.4 million in 2000. This related to stacking and handling equipment
that did not meet performance criteria. An asset impairment of $0.5 million was
recognized in 2001 for robotics equipment.

Net Income. Landis recorded net income of $8.9 million in 2001 as compared to
$10.5 million in 2000 for the reasons discussed above.

                                        38
<PAGE>

                                    BUSINESS

GENERAL

We are one of the world's leading manufacturers and suppliers of a diverse mix
of rigid 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. Our top 10 customers represented approximately 18% of our fiscal 2003
net sales with no customer accounting for more than 4% of our fiscal 2003 net
sales. On a pro forma basis giving effect to the acquisition of Landis Plastics,
Inc. as if it occurred at the beginning of fiscal 2003, our top 10 customers
would have represented approximately 32% of our pro forma fiscal 2003 net sales
with no customer accounting for more than 8% of our pro forma fiscal 2003 net
sales. The average length of our relationship with these customers was over 19
years. 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 16 high-volume manufacturing facilities and
have extensive distribution capabilities.

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.

       - Significant scale resulting in low-cost position and strong cash flow.

       - Ability to pass through changes in the cost of resin.

       - Large, diverse and stable customer base.

       - Proven ability to integrate strategic acquisitions.

       - Unique, proprietary thermoforming drink cup manufacturing process.

       - Proven and motivated management team.

BUSINESS STRATEGY

Our goal is to leverage our core strengths to increase profitability. Our
strategy to achieve this goal includes the following elements:

       - Increase sales to existing customers.

       - Aggressively pursue new customers.

                                        39
<PAGE>

       - Continue to effectively manage costs.

       - Selectively pursue strategic acquisitions in our core businesses.

PRODUCT OVERVIEW

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

<Table>
<Caption>
-------------------------------------------------------------------------------------------
(DOLLARS IN MILLIONS)                              1999     2000     2001     2002     2003
-------------------------------------------------------------------------------------------
<S>                                              <C>      <C>      <C>      <C>      <C>
Containers.....................................  $188.7   $231.2   $234.5   $250.4   $288.5
Closures.......................................    81.0    112.2    132.4    133.9    147.3
Consumer products..............................    59.1     64.7     94.8    110.0    116.1
                                                 ------------------------------------------
   Total net sales.............................  $328.8   $408.1   $461.7   $494.3   $551.9
-------------------------------------------------------------------------------------------
</Table>

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.

<Table>
<Caption>
----------------------------------------------------------------------------------------------
PRODUCT LINE            DESCRIPTION                 SIZES                MAJOR END-USES
----------------------------------------------------------------------------------------------
<C>             <S>                           <C>                  <C>
  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
----------------------------------------------------------------------------------------------
</Table>

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 2003. On a pro forma basis

                                        40
<PAGE>

giving effect to the acquisition of Landis as if it occurred at the beginning of
fiscal 2003, no single container customer exceeded 8% of our pro forma fiscal
2003 net sales.

We believe that we offer the broadest product line among United States-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, 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 14 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 coordinates with our product
design engineers to satisfy customers' needs.

In non-industrial containers, our strongest competitors include Airlite,
Sweetheart 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 United States
manufacturers of aerosol products, and companies that fill aerosol products on a
contractual basis, are our customers for some portion of their needs.

Approximately 20% of the United States injection-molded market consists of
manufacturers who produce overcaps in-house for their own needs.

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
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

                                        41
<PAGE>

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 2003, 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.

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 2003, 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. Many of our 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

                                        42
<PAGE>

cups. This offers a material competitive advantage versus competitive
thermoformed drink cups.

In fiscal 2003, no single drink cup customer accounted for more than 2% of our
total net sales. Drink cup competitors include Huhtamaki (formerly Packaging
Resources Incorporated), Sweetheart, International Paper, Dopaco, 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 2003, 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. 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 either injection or thermoform
molding presses. In both cases, the process begins with raw plastic pellets
which are then converted into finished

                                        43
<PAGE>

products. In the injection process, the raw pellets are melted to a liquid state
and injected into a multi-cavity steel mold where the resin is allowed to
solidify to take the final shape of the part. In the thermoform process, the raw
resin is softened to the point where sheets of material are drawn into
multi-cavity molds and formed over the molds to form the desired shape. The
final parts are then either cut and trimmed in the mold or trimmed as a
secondary process. In both processes, the cured parts are transferred from the
molding process via automated handling equipment to corrugated containers for
shipment to customers or for post-molding secondary operations (offset printing,
labeling, silkscreening, handle applications, etc.). We believe that our
molding, handling, 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 maintenance capability
to support molding and post-molding 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 $153.7 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. The Landis Acquisition
provides the additional capability of in-house mold production, which will be
considered for certain projects. 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 $3.5 million, $2.9 million and $1.9 million on research and development
in 2003, 2002 and 2001, respectively.

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.

                                        44
<PAGE>

QUALITY ASSURANCE

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. Teams use
the Six Sigma methodology to improve internal processes and service the
customer. All of our facilities except for two facilities (Richmond and Phoenix)
that were acquired in connection with the Landis Acquisition 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"). We are actively pursuing ISO certification
in the remaining two facilities. 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
(excluding the Landis facilities, which we anticipate completing the conversion
process by the end of the second quarter of 2004) 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 $140.3 million and over 350 million pounds of resin in fiscal
2003. On a pro forma basis after giving effect to the Landis Acquisition, our
annual resin pound utilization exceeds 500 million pounds with approximately 28%
of our resin pounds being high density polyethylene ("HDPE"), 17% linear low
density polyethylene and 55% polypropylene ("PP"). We have contractual price
escalators and de-escalators tied to the price of resin representing
approximately 55% 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, we have historically had success in passing through price increases
and decreases in the price of resin to customers without indexed price
agreements. For example, in fiscal 2003, our net sales increased by $57.6
million over fiscal 2002, of which approximately $25.6 million was attributable
to increased selling prices. This occurred in an environment of rapidly
escalating resin prices during which our cost of goods sold increased by
approximately $49.5 million. 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. Based on information from Plastics
News, an industry publication, average spot prices of HDPE and PP on December
27, 2003 were $0.515 per pound and $0.470 per pound, respectively, reflecting
increases of $0.12 per pound, or 30%, and $0.08 per pound, or 21%, over the
respective average spot prices from December 28, 2002.

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

                                        45
<PAGE>

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

At the end of fiscal 2003, we had approximately 4,700 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. At the end of fiscal 2003, approximately 330 employees of Poly-Seal
Corporation, all of whom 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
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. See "Risk factors--Risks related
to our business--We rely on unpatented proprietary know-how and trade secrets".

PROPERTIES

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

                                        46
<PAGE>

The following table sets forth our principal manufacturing facilities:

<Table>
<Caption>
----------------------------------------------------------
                   APPROXIMATE
                     SQUARE                         OWNED/
    LOCATION         FOOTAGE           USE          LEASED
----------------------------------------------------------
<S>                <C>           <C>                <C>
Evansville, IN         580,000   Headquarters and   Owned
                                 Manufacturing
Henderson, NV          175,000   Manufacturing      Owned
Iowa Falls, IA         100,000   Manufacturing      Owned
Charlotte, NC          150,000   Manufacturing      Owned
Lawrence, KS           424,000   Manufacturing      Owned
Suffolk, VA            110,000   Manufacturing      Owned
Monroeville, OH        152,000   Manufacturing      Owned
Norwich, England        88,000   Manufacturing      Owned
Woodstock, IL          170,000   Manufacturing      Owned
Streetsboro, OH        140,000   Manufacturing      Owned
Baltimore, MD          244,000   Manufacturing      Owned
Milan, Italy           125,000   Manufacturing      Leased
Chicago, IL            472,000   Manufacturing      Leased
Richmond, IN           160,000   Manufacturing      Owned
Syracuse, NY           135,000   Manufacturing      Leased
Phoenix, AZ            140,000   Manufacturing      Leased
----------------------------------------------------------
</Table>

In addition, we own a property in Monticello, Indiana that was acquired in
connection with the Landis Acquisition that was subsequently closed as part of
our integration efforts. This property is currently on the market for sale.

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 use and management of hazardous
materials, 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 assure
you 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 materials.

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 liability for the entire cost of a cleanup can be imposed on
any responsible party. 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

                                        47
<PAGE>

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
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. We cannot assure you 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 through 2001, the most recent
compliance period examined. Therefore, rigid plastic containers are exempt from
the requirements of the Oregon statute. In addition, California's recycling rate
for rigid plastic containers exceeded 25% in 2001, the most recent compliance
period examined. Therefore, rigid plastic containers were exempt from the
requirements of the California statute in 2002. In order to facilitate continued
individual customer compliance with these regulations, we are 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.

                                        48
<PAGE>

                                   MANAGEMENT

Our directors and executive officers and their ages as of the date of this
prospectus are as follows:

<Table>
<Caption>
----------------------------------------------------------------------------------------------------
NAME                                AGE   TITLE
----------------------------------------------------------------------------------------------------
<S>                                 <C>   <C>
Joseph H. Gleberman(1)(2)(3)        46    Chairman and Director
Ira G. Boots(1)(3)                  50    President, Chief Executive Officer and Director
James M. Kratochvil                 47    Executive Vice President, Chief Financial Officer,
                                          Treasurer and Secretary
R. Brent Beeler                     51    President, Containers and Consumer Products Division
Gregory J. Landis                   53    Director and President, Container Branded Products
                                          Division
William J. Herdrich                 53    Executive Vice President and General Manager, Closures
                                          Division
Antonio Gabriele                    47    Vice President, International Business Development
                                          Division
Christopher C. Behrens(1)(2)        43    Director
Patrick J. Dalton(2)(4)             35    Director
Douglas F. Londal(1)(3)(4)          38    Director
Mathew J. Lori(3)(4)                39    Director
----------------------------------------------------------------------------------------------------
</Table>

(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 Buyout and has been a Managing Director at Goldman, Sachs & Co.
since 1996. He serves on the Board of Directors of aaiPharma, 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 was named our President, Containers and Consumer Products
Division in October 2003. He had been our 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.

                                        49
<PAGE>

Gregory J. Landis became a director upon the closing of the Landis Acquisition.
He is also our President, Container Branded Products Division. Prior to the
closing of the Landis Acquisition, he had been President of Landis since 1991.

William J. Herdrich has been our Executive Vice President and General Manager,
Closures Division 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.

Antonio Gabriele became our Vice President, International Business Development
Division in September, 2003. He was previously employed by Solo Cup Company as
International Sales Manager and National Sales Manager since 1995.

Christopher C. Behrens has been a director since the closing of the Buyout 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, Brand Services Inc. and
Interline Holdings, 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 Buyout 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 Buyout 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, NextMedia Investors
LLC 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 Buyout. 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 seven directors, including Gregory
J. Landis, who became a director of our company upon the closing of the Landis
Acquisition. Pursuant to the stockholders' agreement entered into in connection
with the Landis Acquisition with affiliates of Goldman, Sachs & Co. and
affiliates of J.P. Morgan Securities Inc., described below, affiliates

                                        50
<PAGE>

of Goldman, Sachs & Co. has the right to designate two additional members 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 Buyout, 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 28%
of our common stock. Under the terms of this agreement, which was amended upon
the closing of the Landis Acquisition, among other things: (1) GSCP 2000 and
other private equity funds affiliated with Goldman, Sachs & Co., have the right
to designate seven 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.

                                        51
<PAGE>

MANAGEMENT COMPENSATION

The following table sets forth a summary of the compensation paid by the Company
to its Chief Executive Officer 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 2003, 2002
and 2001.

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
--------------------------------------------------------------------------------------------------
                                                                       LONG TERM
                                                                    COMPENSATION
                                                                    ------------
                                                           ANNUAL     SECURITIES
                                                     COMPENSATION     UNDERLYING
                                   FISCAL   ---------------------        OPTIONS             OTHER
NAME AND PRINCIPAL POSITION          YEAR     SALARY     BONUS(1)            (#)   COMPENSATION(2)
--------------------------------------------------------------------------------------------------
<S>                                <C>      <C>        <C>          <C>            <C>
Ira G. Boots.....................   2003    $432,836   $  150,231         2,383      $   12,343
   President and Chief Executive    2002     424,536    1,452,018        61,814          12,505
   Officer                          2001     316,461       87,500             -          12,428
James M. Kratochvil..............   2003    $278,867   $   96,577         1,356      $   10,151
   Executive Vice President,        2002     273,400      945,026        35,040           9,889
      Chief
   Financial Officer, Treasurer     2001     231,919       64,166             -           9,198
   and Secretary
R. Brent Beeler..................   2003    $313,761   $  111,476         1,356      $    3,105
   President--Containers and        2002     298,172    1,080,496        35,229           2,590
   Consumer Products                2001     284,251       78,750             -           3,196
Gregory J. Landis(3).............   2003    $ 49,500   $        -             -      $    2,688
   President--Container Division    2002           -            -             -               -
                                    2001           -            -             -               -
William J. Herdrich..............   2003    $274,180   $  117,772         1,356      $    5,109
   Executive Vice President and     2002     269,222      983,506        25,581           4,899
   General Manager--Closures        2001     258,690       62,800         2,000           3,834
--------------------------------------------------------------------------------------------------
</Table>

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

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

(3) Amounts shown reflect only the activity since the closing of the Landis
Acquisition.

                                        52
<PAGE>

The following table sets forth a summary of the options granted by the Company
to the Named Executive Officers during the 2003 fiscal year.

                       OPTION GRANTS IN LAST FISCAL YEAR

<Table>
<Caption>
----------------------------------------------------------------------------------------------------
                                 INDIVIDUAL GRANTS
                         -------------------------                              POTENTIAL REALIZABLE
                          NUMBER OF                                                 VALUE AT ASSUMED
                         SECURITIES     % OF TOTAL                              RATES OF STOCK PRICE
                         UNDERLYING        OPTIONS                                  APPRECIATION FOR
                            OPTIONS     GRANTED TO                                       OPTION TERM
                            GRANTED   EMPLOYEES IN     EXERCISE   EXPIRATION   ---------------------
NAME                            (#)    FISCAL YEAR     PRICE($)         DATE      5%($)       10%($)
----------------------------------------------------------------------------------------------------
<S>                      <C>          <C>            <C>          <C>          <C>        <C>
Ira Boots..............       1,589(1)         4.1          100     12/10/13    99,932      253,239
Ira Boots..............         794(2)         2.1          100     12/10/13    49,935      126,540
James M. Kratochvil....         904(1)         2.3          100     12/10/13    56,853      144,070
James M. Kratochvil....         452(2)         1.2          100     12/10/13    28,426       72,035
R. Brent Beeler........         904(1)         2.3          100     12/10/13    56,853      144,070
R. Brent Beeler........         452(2)         1.2          100     12/10/13    28,426       72,035
William J. Herdrich....         904(1)         2.3          100     12/10/13    56,853      144,070
William J. Herdrich....         452(2)         1.2          100     12/10/13    28,426       72,035
----------------------------------------------------------------------------------------------------
</Table>

(1) Represents options granted on December 10, 2003, 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 December 10, 2003, 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.

                        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 27, 2003.

                        FISCAL YEAR-END OPTION VALUES(1)

<Table>
<Caption>
----------------------------------------------------------------------------------------------------
                                                NUMBER OF UNEXERCISED           VALUE OF UNEXERCISED
                            SHARES                  OPTIONS AT FISCAL           IN-THE-MONEY OPTIONS
                       ACQUIRED ON      VALUE   YEAR-END EXERCISABLE/             AT FISCAL YEAR-END
NAME                      EXERCISE   REALIZED     UNEXERCISABLE(#)(2)   EXERCISABLE/UNEXERCISABLE(2)
----------------------------------------------------------------------------------------------------
<S>                    <C>           <C>        <C>                     <C>
Ira G. Boots.........            -          -           32,917/47,558            $1,536,836/$419,380
James M. Kratochvil..            -          -           19,602/26,968                954,647/238,540
R. Brent Beeler......            -          -           19,659/27,100                954,647/238,540
Gregory J. Landis....            -          -                     -/-                            -/-
William J.
   Herdrich..........            -          -           12,835/20,346                356,917/238,540
----------------------------------------------------------------------------------------------------
</Table>

(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 27, 2003.

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

                                        53
<PAGE>

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 2003
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 136,809 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 Buyout.

2002 STOCK OPTION PLAN

BPC Holding adopted the Amended and Restated BPC Holding Corporation 2002 Stock
Option Plan on March 3, 2004 ("2002 Stock Option Plan") pursuant to which
options to acquire up to 487,566 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 of 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 Buyout. 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 value attributable to shares of BPC Holding held by such employee
immediately prior to the Buyout 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.

                                        54
<PAGE>

EMPLOYMENT AGREEMENTS

The Company has employment agreements with each of Messrs. Boots, Kratochvil,
Beeler, Landis and Herdrich. The agreements for Messrs. Boots, Kratochvil and
Beeler expire on January 1, 2007. Mr. Herdrich's agreement expires on December
31, 2008 and Mr. Landis' agreement expires on January 1, 2009. The employment
agreements provided for fiscal 2003 base compensation of $432,836, $278,867,
$313,761, $274,180 and $49,500, 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,
Herdrich, Landis 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
for one year after termination or (b) 1/12 of one-year's base salary for each
year of employment up to 30 years by Berry Plastics or a predecessor in interest
(excluding Mr. Landis) and (2) the 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 Landis for fiscal 2003 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 Buyout and the Landis 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 amended and restated 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 Buyout and the Landis
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 amended and restated 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.

                                        55
<PAGE>

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.

                                        56
<PAGE>

                             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 April 28, 2004 and pro forma
giving effect to the expected financing of the Transactions 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.

<Table>
<Caption>
--------------------------------------------------------------------------------------------
                                                                               PERCENTAGE OF
                                                                 COMMON         COMMON STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER                              STOCK         OUTSTANDING*
--------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>
GS Capital Partners 2000, L.P.(2)...........................  1,155,042                33.2%
GS Capital Partners 2000 Offshore, L.P.(2)..................    419,697                12.0
GS Capital Partners 2000 GmbH & Co.
   Beteiligungs KG(2).......................................     48,278                 1.4
GS Capital Partners 2000 Employee Fund, L.P.(2).............    366,766                10.5
Stone Street Fund 2000, L.P.(2).............................     36,069                 1.0
Bridge Street Special Opportunities Fund 2000, L.P.(2)......     18,034                   -
Goldman Sachs Direct Investment Fund 2000, L.P.(2)..........     60,114                 1.7
J.P. Morgan Partners Global Investors, L.P.(3)..............    193,108                 5.5
J.P. Morgan Partners Global Investors (Cayman), L.P.(3).....     97,495                 2.8
J.P. Morgan Partners Global Investors (Cayman) II,
   L.P.(3)..................................................     10,883                   -
J.P. Morgan Partners Global Investors A, L.P.(3)............     27,954                   -
J.P. Morgan Partners (BHCA), L.P.(3)........................    625,112                17.9
Joseph H. Gleberman(4)......................................  2,104,000                60.4
Christopher C. Behrens(5)...................................    954,552                27.4
Patrick J. Dalton(6)........................................  2,104,000                60.4
Douglas F. Londal(7)........................................  2,104,000                60.4
Mathew J. Lori(8)...........................................          -                   -
Ira G. Boots................................................     73,635(9)              2.1
James M. Kratochvil.........................................     40,749(10)             1.2
R. Brent Beeler.............................................     41,227(11)             1.2
William J. Herdrich.........................................     29,338(12)               -
Gregory J. Landis...........................................    100,000                 2.9
All executive officers and directors as a group (10
   persons).................................................  3,343,501(13)            96.0
--------------------------------------------------------------------------------------------
</Table>

* 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 the date of this prospectus, but excludes shares of stock underlying
options held by any other person.

- Less than one percent.

                                        57
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(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.

(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 35,690 shares of Holding Common Stock granted
to Mr. Boots, exercisable within 60 days of April 28, 2004.

(10) Includes options to purchase 18,792 shares of Holding Common Stock granted
to Mr. Kratochvil, exercisable within 60 days of April 28, 2004.

(11) Includes options to purchase 18,859 shares of Holding Common Stock granted
to Mr. Beeler, exercisable within 60 days of April 28, 2004.

(12) Includes options to purchase 13,934 shares of Holding Common Stock granted
to Mr. Herdrich, exercisable within 60 days of April 28, 2004.

(13) Includes options to purchase 87,275 shares of Holding Common Stock granted
to executive officers, exercisable within 60 days of April 28, 2004.

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                           RELATED PARTY TRANSACTIONS

MANAGEMENT AGREEMENT WITH FIRST ATLANTIC

Prior to the Buyout, 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.

THE BUYOUT

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 Buyout, (1) each share of common
stock of BPC Holding issued and outstanding immediately prior to the effective
time of the Buyout 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 Buyout was converted into one share of common stock of BPC Holding.
Additionally, in connection with the Buyout, 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. Immediately
following the Buyout, private equity funds affiliated with Goldman, Sachs & Co.
owned approximately 63% of the outstanding common stock of BPC Holding, private
equity funds affiliated with J.P. Morgan Chase & Co. owned approximately 29% and
members of our management owned the remaining 8%.

ADVISORY FEES

In connection with the Buyout, 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 Buyout, Berry Plastics sold $250 million of 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 Buyout, 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.

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THE AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY

In connection with the Buyout, 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, which we recently amended and restated in connection
with the Landis Acquisition. For a description of the senior secured credit
facility, see "Description of other indebtedness--The amended and restated
senior secured credit facility."

STOCKHOLDERS AGREEMENT WITH MAJOR STOCKHOLDERS

In connection with the Buyout, 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 28%
of our common stock. Under the terms of this agreement, which was amended upon
the closing of the Landis Acquisition, among other things: (1) GSCP 2000 and
other private equity funds affiliated with Goldman, Sachs & Co., have the right
to designate seven 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 Buyout, 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 Buyout, Messrs. Boots, Kratochvil, Beeler and Herdrich
together with certain other senior employees acquired shares of BPC Holding
common stock pursuant to an

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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 Buyout; (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 and Herdrich purchased 37,785, 21,957, 22,208
and 15,404 shares of BPC Holding common stock, respectively, pursuant to this
program. In connection with these purchases, Messrs. Boots, Kratochvil, Beeler
and Herdrich delivered ten-year promissory notes to BPC Holding in the principal
amounts of $2,518,500, $1,302,900, $1,313,400 and $1,027,000, 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 April 28, 2004, a total of $2,773,484, $1,434,374, $1,446,374 and
$1,130,978, including principal and accrued interest, was outstanding under the
promissory notes for each of Messrs. Boots, Kratochvil, Beeler, and Herdrich,
respectively.

THE LANDIS ACQUISITION

We paid Goldman, Sachs & Co. and its affiliates a total of $1,720,000 and
JPMorgan Partners, an affiliate of J.P. Morgan Chase & Co., a total of $780,000
for advisory and other services related to the Landis Acquisition.

In addition, Goldman Sachs Credit Partners, L.P., and affiliates of Goldman,
Sachs & Co., acted as the joint lead arranger, joint bookrunner and
administrative agent under our amended and restated senior secured credit
facility and received fees of $0.5 million in November 2003 for services
provided. J.P. Morgan Securities Inc., an affiliate of J.P. Morgan Chase & Co.,
acted as the joint lead arranger and joint bookrunner and JPMorgan Chase Bank
acted as syndication agent under our amended and restated senior secured credit
facility and received fees of approximately $0.5 million.

In connection with the Landis Acquisition, Goldman, Sachs & Co. and its
affiliates made an equity contribution of $35.4 million and J.P. Morgan Chase &
Co. and its affiliates made an equity contribution of $16.1 million to us. See
also "Prospectus Summary -- Recent developments -- The Landis Acquisition."

In connection with the Landis Acquisition, Berry Plastics sold $85.0 million of
notes to various private institutional buyers. Goldman Sachs and J.P. Morgan
acted as joint book-running managers in the transaction and received fees of
approximately $1.0 million and $1.0 million, respectively, for services
performed.

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.

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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 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 AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY

In connection with the Landis Acquisition, we recently amended and restated the
senior secured credit facility that we, BPC Holding and our domestic
subsidiaries are party to 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 amended and
restated senior secured credit facility.

The amended and restated senior secured credit facility consists of our previous
$100 million revolving credit facility, a new $330 million term loan and a new
$50 million term loan. On November 10, 2003, we used $325.9 million of the new
$330 million term loan to refinance in full the balance outstanding under our
prior term loan. The remaining $4.1 million was used to fund a portion of the
purchase price for the Landis Acquisition. The new $50 million term loan was
also used to pay a portion of the purchase price for the Landis Acquisition and
was funded concurrently with the closing of the Landis Acquisition. We are the
borrower under the amended and restated senior secured credit facility. The
maturity date of the term loans is July 22, 2010 and the maturity date of the
revolving credit facility is July 22, 2008. At December 27, 2003, there were no
borrowings outstanding on the revolving credit facility, and $380 million
outstanding on the term loans.

TERM LOANS PREPAYMENT

The term loans amortize quarterly in the aggregate as follows:

       - $825,000 each quarter ending June 30, 2004;

       - $950,000 each quarter ending June 30, 2009; and

       - $89,631,250 each quarter beginning September 30, 2009 and ending June
       30, 2010.

The amended and restated 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 on the other hand, as we direct.

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 amended and restated
senior secured credit facility).

REVOLVING LOANS

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 July 22, 2008. The revolving credit facility
allows us to obtain up to $25 million of

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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.

INTEREST RATE AND FEES

Borrowings under the amended and restated 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, 1.50% per annum and (ii) with respect to
Eurodollar Rate Loans, 2.50% per annum. With respect to the revolving credit
facility, the "applicable margin" was, with respect to Eurodollar Rate Loans,
initially 2.75% per annum. The "applicable margin" with respect to Eurodollar
Rate Loans is 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. The interest rate applicable to overdue payments and to
outstanding amounts following an event of default under the amended and restated
senior secured credit facility is equal to the interest rate at the time of an
event of default plus 2.00%. The amended and restated senior secured credit
facility also requires us to pay commitment fees equal to 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,
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 amended and restated 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 guarantee our obligations
under the amended and restated senior secured credit facility. Upon the closing
of the Landis Acquisition, Landis became our wholly-owned subsidiary and a
guarantor of our obligations under the amended and restated senior secured
credit facility.

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REPRESENTATIONS AND WARRANTIES

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

COVENANTS AND CONDITIONS

In addition to customary affirmative covenants, the amended and restated 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 amended and restated senior secured credit facility includes
negative covenants that restrict our and the guarantors' ability to, among other
things:

       - incur additional indebtedness;

       - incur liens;

       - enter into agreements with negative pledge clauses;

       - make investments;

       - guarantee obligations;

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

       - make payments with respect to subordinated debt;

       - engage in mergers and make acquisitions;

       - sell assets;

       - make capital expenditures;

       - enter into leases;

       - engage in transactions with affiliates; and

       - make investments in foreign subsidiaries.

The amended and restated senior secured credit facility contains (i) a minimum
interest coverage ratio as of the last day of any quarter of 2.00:1.00 per
quarter for the quarters ending December 2003 and 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 $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 of 5.90:1.00 per quarter for the quarters ending December 2003 and March
2004, 5.75:1.00 per quarter for the quarters ending June 2004 and September
2004, 5.50:1.00 per quarter for the quarters ending December 2004 and through
the quarter ending June 2005, 5.25:1.00 per quarter for the quarters ending
September 2005 and December 2005, 5.00:1.00 per quarter for the quarters ending
March 2006 and June 2006,

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4.75:1.00 per quarter for the quarters ending September 2006 through the quarter
ending March 2007, 4.50:1.00 per quarter for the quarters ending June 2007
through the quarter ending December 2007, 4.25:1.00 per quarter for the quarters
ending March 2008 through the quarter ending December 2008, and 4.00:1.00 per
quarter thereafter.

Certain conditions must be met for us to borrow under the revolving credit
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 amended and restated 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 December
27, 2003.

CAPITAL LEASES

We and our subsidiaries are also party to capital leases entered into in the
ordinary course of business. As of December 27, 2003, we had $24.2 million of
capital leases outstanding.

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 million outstanding as of December
27, 2003, bear interest at a variable rate (1.3% at December 27, 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 NOTES

Definitions of certain terms used in this "Description of 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 have guaranteed the notes and
therefore will be subject to many of the provisions contained in this
"Description of 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 issued the notes under the Indenture, dated as of July 22, 2002, as
supplemented, (the "Indenture"), among the Company, the Note Guarantors and
United States Bank Trust National Association, as trustee (the "Trustee"),
incorporated by reference as an exhibit to the registration statement of which
this prospectus is a part. A copy of the Indenture is available upon request to
the Company. 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 offered hereby, 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:

       - are general unsecured obligations of the Company;

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

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

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

       - 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

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

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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:

       - is general unsecured obligations of such Note Guarantor;

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

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

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

       - 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

       - 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 December 27, 2003, these non-guarantor Subsidiaries (i) had
approximately $13.2 million of total liabilities (including trade payables but
excluding liabilities owed to us) and (ii) had approximately 5% of the Company's
Consolidated assets. These non-guarantor subsidiaries accounted for 3% of our
pro forma net sales for fiscal year 2003.

PRINCIPAL, MATURITY AND INTEREST

The Notes will mature on July 15, 2012. We will issue the Notes in fully
registered form, without coupons, and in denominations of $1,000 and any
integral multiple of $1,000.

Each Note will bear interest at the rate of 10 3/4% per annum beginning from the
most recent interest payment date on which interest has been paid or provided
for. We will pay interest semiannually to the Holders of record at the close of
business on the January 1 or July 1 immediately preceding the relevant interest
payment date on January 15 and July 15 of each year. Interest on the Notes will
be computed on the basis of a 360-day year comprised of twelve 30-day months.

INDENTURE MAY BE USED FOR FUTURE ISSUANCES

We may issue from time to time additional Notes having identical terms and
conditions to the Notes (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

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<PAGE>

Additional Notes will be part of the same issue as the Notes and will vote on
all matters with such Notes.

PAYING AGENT AND REGISTRAR

We will pay the principal of, premium, if any, 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 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, 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, 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:

<Table>
<Caption>
------------------------------------------------------------------------
                                                              REDEMPTION
YEAR                                                               PRICE
------------------------------------------------------------------------
<S>                                                           <C>
2007........................................................    105.375%
2008........................................................    103.583%
2009........................................................    101.792%
2010 and thereafter.........................................    100.000%
------------------------------------------------------------------------
</Table>

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 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.

                                        69
<PAGE>

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 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 United States 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 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.

                                        70
<PAGE>

As of December 27, 2003:

       - we had approximately $406.6 million of Senior Indebtedness to which the
       Notes and the Note Guarantees would be subordinated (which amount
       excludes $7.4 million of letters of credit and the remaining availability
       of $92.6 million under our revolving credit facility;

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

       - we did not have any Subordinated Obligations; and

       - our Subsidiaries that are not Note Guarantors had $13.2 million of
       liabilities, excluding liabilities owed to us.

As of April 28, 2004, we could incur approximately $92.0 million in additional
senior debt under our amended and restated senior secured credit facility,
subject to conditions to borrowing; however, the covenants under our amended and
restated senior secured credit facility may limit our ability to make such
borrowings.

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;

                                        71
<PAGE>

    (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.

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).

                                        72
<PAGE>

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"):

    (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.
                                        73
<PAGE>

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 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 and the Note
Guarantee 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.

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

                                        74
<PAGE>

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, if any, to the date
of purchase (subject to the right of Holders of record on the relevant record
date to receive 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

                                        75
<PAGE>

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 unpaid interest, if any, to the date of purchase (subject
    to the right of Holders of record on the relevant record date to receive
    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 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

                                        76
<PAGE>

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 contains 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.

(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
                                        77
<PAGE>

    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 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
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    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;

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    (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 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

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    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");

          (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

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          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) 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;

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    (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

    (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 asset(s) 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 and 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;

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    (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,

       (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);

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    (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 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

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       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:

       - 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;

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

       - 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%

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of their principal amount plus accrued and unpaid 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 (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.

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(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,

    (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
    Buyout, 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,

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    (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;

    (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

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    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
    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.

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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
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

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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, 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,

    (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, 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:

       - cure any ambiguity, omission, defect or inconsistency,

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

       - 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),

       - 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,

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       - add additional Guarantees with respect to the Notes,

       - secure the Notes,

       - 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,

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

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

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

       - 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.

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

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    (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 United States 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 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

United States Bank Trust National Association is 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 conflicts of law to the extent that the application of the law of
another jurisdiction would be required thereby.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

No director, officer, employee, incorporator or stockholder of the Company, as
such, shall have any liability for any obligations of the Company under the
Notes, the Indenture or the Note Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.

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SATISFACTION AND DISCHARGE

The Indenture will be discharged and will cease to be of further effect as to
all Notes issued thereunder, when:

    (1) either

       (a) all Notes that have been authenticated, except lost, stolen or
       destroyed Notes that have been replaced or paid, have been delivered to
       the Trustee for cancellation; or

       (b) all Notes that have not been delivered to the Trustee for
       cancellation have become due and payable by reason of the mailing of a
       notice of redemption or otherwise or will become due and payable within
       one year and the Company or any Note Guarantor has irrevocably deposited
       or caused to be deposited with the Trustee as trust funds in trust solely
       for the benefit of the Holders, cash in United States dollars,
       non-callable United States Government Obligations, or a combination of
       cash in United States dollars and non-callable United States Government
       Obligations, in amounts as will be sufficient without consideration of
       any reinvestment of interest, to pay and discharge the entire
       Indebtedness on the Notes not delivered to the Trustee for cancellation
       for principal, premium, if any, and accrued and unpaid interest, if any,
       to the date of maturity or redemption;

    (2) no Default or Event of Default has occurred and is continuing on the
    date of the deposit;

    (3) the Company or any Note Guarantor has paid or caused to be paid all sums
    payable by it under the Indenture; and

    (4) the Company has delivered irrevocable instructions to the Trustee under
    the Indenture to apply the deposited money toward the payment of the Notes
    at maturity or the redemption date, as the case may be.

In addition, in the case of paragraph (b) above, (i) the Company must deliver an
Officers' Certificate and an Opinion of Counsel to the Trustee stating that all
conditions precedent to satisfaction and discharge have been satisfied and (ii)
the Company's obligations that would survive legal defeasance will remain
outstanding.

CERTAIN DEFINITIONS

"Additional Assets" means:

    (1) any property or assets (other than Indebtedness and Capital Stock)
    acquired or constructed to be used by the Company or a Restricted
    Subsidiary;

    (2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a
    result of the acquisition of such Capital Stock by the Company or another
    Restricted Subsidiary; or

    (3) Capital Stock constituting a minority interest in any Person that at
    such time is a Restricted Subsidiary.

"Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and

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"controlled" have meanings correlative to the foregoing. For purposes of the
provisions described under "Certain covenants--Limitation on transactions with
affiliates" and "Certain covenants--Limitation on sales of assets and subsidiary
stock" only, "Affiliate" shall also mean any beneficial owner of shares
representing 10% or more of the total voting power of the Voting Stock (on a
fully diluted basis) of Holding or the Company or of rights or warrants to
purchase such Voting Stock (whether or not currently exercisable) and any Person
who would be an Affiliate of any such beneficial owner pursuant to the first
sentence hereof.

"Asset Disposition" means any sale, lease (other than an operating lease entered
into in the ordinary course of business), transfer or other disposition (or
series of related sales, leases, transfers or dispositions) by the Company or
any Restricted Subsidiary, including any disposition by means of a merger,
consolidation, or similar transaction (each referred to for the purposes of this
definition as a "disposition"), of:

    (1) any shares of Capital Stock of a Restricted Subsidiary (other than
    directors' qualifying shares or shares required by applicable law to be held
    by a Person other than the Company or a Restricted Subsidiary),

    (2) all or substantially all the assets of any division or line of business
    of the Company or any Restricted Subsidiary or

    (3) any other assets of the Company or any Restricted Subsidiary outside of
    the ordinary course of business of the Company or such Restricted Subsidiary

other than, in the case of (1), (2) and (3) above,

       (A) a disposition by a Restricted Subsidiary to the Company or by the
       Company or a Restricted Subsidiary to a Restricted Subsidiary,

       (B) for purposes of the provisions described under "Certain
       covenants--Limitation on sales of assets and subsidiary stock" only, a
       disposition subject to the covenant described under "--Limitation on
       restricted payments,"

       (C) a disposition of assets with a Fair Market Value of less than $3.0
       million,

       (D) transactions permitted under "Merger and consolidation,"

       (E) an issuance of Capital Stock by a Restricted Subsidiary of the
       Company to the Company or to another Restricted Subsidiary,

       (F) a sale of accounts receivable and related assets pursuant to a
       Receivables Facility,

       (G) the licensing or sublicensing of intellectual property or other
       general intangibles to the extent that such license does not prohibit the
       licensor from using the intellectual property and licenses, leases or
       subleases of other property in the ordinary course of business, and

       (H) any disposition in the ordinary course of business of obsolete,
       worn-out, surplus or other property not useful in the conduct of the
       business.

"Asset Swap" means the exchange by the Company or a Restricted Subsidiary of a
portion of its property, business or assets, for property, businesses, assets or
Capital Stock of a Person (or any combination thereof, as well as cash or cash
equivalents), all or substantially all of the assets of which, are of a type
used in the business of the Company or of a Restricted Subsidiary.

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"Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at the
time of determination, the present value (discounted at the interest rate borne
by the Notes, compounded annually) of the total obligations of the lessee for
rental payments (excluding, however, any amounts required to be paid by such
lessee, whether or not designated as rent or additional rent, on account of
maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges or any amounts required to be paid by such lessee thereunder contingent
upon the amount of sales or similar contingent amounts) during the remaining
term of the lease included in such Sale/Leaseback Transaction (including any
period for which such lease has been extended).

"Average Life" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing:

    (1) the sum of the products of the numbers of years from the date of
    determination to the dates of each successive scheduled principal payment of
    such Indebtedness or scheduled redemption or similar payment with respect to
    such Preferred Stock multiplied by the amount of such payment by

    (2) the sum of all such payments.

"Bank Indebtedness" means (1) any and all amounts payable under or in respect of
the Credit Agreement and any Refinancing Indebtedness with respect thereto, as
amended from time to time, including principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement and indemnification obligations, guarantees and all
other amounts payable thereunder or in respect thereof and (2) any Hedging
Obligations of Holding, the Company or any of its Subsidiaries in favor of any
holder of Indebtedness under the Credit Agreement or any Refinancing
Indebtedness with respect thereto. It is understood and agreed that Refinancing
Indebtedness in respect of the Credit Agreement may be Incurred from time to
time after termination of the Credit Agreement.

"Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of the Board of Directors of
the Company.

"Business Day" means each day which is not a Legal Holiday.

"Capital Stock" of any Person means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, including any Preferred Stock,
but excluding any debt securities including those convertible into such equity.

"Capitalized Lease Obligations" means an obligation that is required to be
classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be prepaid by the lessee without payment of a
penalty.

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"Cash Equivalents" means:

    (1) United States dollars;

    (2) securities issued or directly and fully guaranteed or insured by the
    United States government or any agency or instrumentality thereof having
    maturities of not more than six months from the date of acquisition;

    (3) certificates of deposit and eurodollar time deposits with maturities of
    six months or less from the date of acquisition, bankers' acceptances with
    maturities not exceeding six months from the date of acquisition and
    overnight bank deposits, in each case, with any lender party to the Credit
    Facility or with any domestic commercial bank having capital and surplus in
    excess of $500.0 million;

    (4) repurchase obligations with a term of not more than seven days for
    underlying securities of the types described in clauses (2) and (3) above
    entered into with any financial institution meeting the qualifications
    specified in clause (3) above; and

    (5) commercial paper having the highest rating obtainable from Moody's
    Investors Service, Inc. ("Moody's") or Standard & Poor's Rating Services, a
    division of the McGraw-Hill Companies, Inc. ("S&P"), and in each case
    maturing within six months after the date of acquisition.

"Closing Date" means the date of the Indenture.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commodity Price Protection Agreement" means any forward contract, commodity
swap, commodity option or other similar agreement or arrangement relating to, or
the value of which is dependent upon or which is designed to protect such Person
against, fluctuations in commodity prices.

"Consolidated Coverage Ratio" as of any date of determination means the ratio
of:

    (1) the aggregate amount of EBITDA for the period of the most recent four
    consecutive fiscal quarters ending prior to the date of such determination
    for which financial statements are available to

    (2) Consolidated Interest Expense for such four fiscal quarters;

provided, however, that:

       (A) if the Company or any Restricted Subsidiary has Incurred any
       Indebtedness since the beginning of such period that remains outstanding
       on such date of determination or if the transaction giving rise to the
       need to calculate the Consolidated Coverage Ratio is an Incurrence of
       Indebtedness, EBITDA and Consolidated Interest Expense for such period
       shall be calculated after giving effect on a pro forma basis to such
       Indebtedness as if such Indebtedness had been Incurred on the first day
       of such period (except that in making such computation, the amount of
       Indebtedness under any revolving credit facility outstanding on the date
       of such calculation will be computed based on (i) the average daily
       balance of such Indebtedness during such four fiscal quarters or such
       shorter period for which such facility was outstanding or (ii) if such
       facility was created after the end of such four fiscal quarters, the
       average daily balance of such Indebtedness during the period from the
       date of creation of such facility to the date of such calculation) and
       the discharge of any other Indebtedness repaid, repurchased,

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       defeased or otherwise discharged with the proceeds of such new
       Indebtedness as if such discharge had occurred on the first day of such
       period,

       (B) if the Company or any Restricted Subsidiary has repaid, repurchased,
       defeased or otherwise discharged any Indebtedness since the beginning of
       such period or if any Indebtedness is to be repaid, repurchased, defeased
       or otherwise discharged (in each case other than Indebtedness Incurred
       under any revolving credit facility unless such Indebtedness has been
       permanently repaid and has not been replaced) on the date of the
       transaction giving rise to the need to calculate the Consolidated
       Coverage Ratio, EBITDA and Consolidated Interest Expense for such period
       shall be calculated on a pro forma basis as if such discharge had
       occurred on the first day of such period and as if the Company or such
       Restricted Subsidiary has not earned the interest income actually earned
       during such period in respect of cash or Temporary Cash Investments used
       to repay, repurchase, defease or otherwise discharge such Indebtedness,

       (C) if since the beginning of such period the Company or any Restricted
       Subsidiary shall have made any Asset Disposition, the EBITDA for such
       period shall be reduced by an amount equal to the EBITDA (if positive)
       directly attributable to the assets that are the subject of such Asset
       Disposition for such period or increased by an amount equal to the EBITDA
       (if negative) directly attributable thereto for such period and
       Consolidated Interest Expense for such period shall be reduced by an
       amount equal to the Consolidated Interest Expense directly attributable
       to any Indebtedness of the Company or any Restricted Subsidiary repaid,
       repurchased, defeased or otherwise discharged with respect to the Company
       and its continuing Restricted Subsidiaries in connection with such Asset
       Disposition for such period (or, if the Capital Stock of any Restricted
       Subsidiary is sold, the Consolidated Interest Expense for such period
       directly attributable to the Indebtedness of such Restricted Subsidiary
       to the extent the Company and its continuing Restricted Subsidiaries are
       no longer liable for such Indebtedness after such sale),

       (D) if since the beginning of such period the Company or any Restricted
       Subsidiary (by merger or otherwise) shall have made an Investment in any
       Restricted Subsidiary (or any Person that becomes a Restricted
       Subsidiary) or an acquisition of assets, including any acquisition of
       assets occurring in connection with a transaction causing a calculation
       to be made hereunder, which constitutes all or substantially all of an
       operating unit of a business (including an operating plant or other
       similar facility), EBITDA and Consolidated Interest Expense for such
       period shall be calculated after giving pro forma effect thereto
       (including the Incurrence of any Indebtedness) as if such Investment or
       acquisition occurred on the first day of such period, and

       (E) if since the beginning of such period any Person (that subsequently
       became a Restricted Subsidiary or was merged with or into the Company or
       any Restricted Subsidiary since the beginning of such period) shall have
       made any Asset Disposition or any Investment or acquisition of assets
       that would have required an adjustment pursuant to clause (C) or (D)
       above if made by the Company or a Restricted Subsidiary during such
       period, EBITDA and Consolidated Interest Expense for such period shall be
       calculated after giving pro forma effect thereto as if such Asset
       Disposition, Investment or acquisition of assets occurred on the first
       day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any
calculation under this definition, the pro forma calculations shall be
determined in good faith by a

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responsible financial or accounting Officer of the Company. Any such pro forma
calculations may include operating expense reductions (net of associated
expenses) for such period resulting from the acquisition or other Investment
which is being given pro forma effect that (a) would be permitted pursuant to
Rule 11-02 of Regulation S-X under the Securities Act or (b) have been realized
or for which substantially all the steps necessary for realization have been
taken or at the time of determination are reasonably expected to be taken within
six months following any such acquisition or other Investment, including, but
not limited to, the execution, termination, renegotiation or modification of any
contracts, the termination of any personnel or the closing of any facility, or
lower material costs, as applicable, provided that, in any case, such
adjustments shall be calculated on an annualized basis and such adjustments are
set forth in an Officers' Certificate signed by the Company's chief financial
officer and another Officer which states in detail (i) the amount of such
adjustment or adjustments, (ii) that such adjustment or adjustments are based on
the reasonable good faith beliefs of the officers executing such Officers'
Certificate at the time of such execution and (iii) that such adjustment or
adjustments and the plan or plans related thereto have been reviewed and
approved by the Board of Directors. Any such Officers' Certificate will be
provided to the Trustee if the Company Incurs any Indebtedness or takes any
other action under the Indenture in reliance thereon.

If any Indebtedness, whenever Incurred, bears a floating rate of interest and is
being given pro forma effect, the interest expense on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Interest Rate
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a
remaining term as at the date of determination in excess of 12 months).

"Consolidated Interest Expense" means, for any period, the total interest
expense of the Company and its Consolidated Restricted Subsidiaries, minus any
amortization of debt issuance costs, plus, to the extent Incurred by the Company
and its Consolidated Restricted Subsidiaries in such period but not included in
such interest expense, without duplication:

    (1) interest expense attributable to Capitalized Lease Obligations and the
    interest expense attributable to leases constituting part of a
    Sale/Leaseback Transaction;

    (2) amortization of debt discount;

    (3) capitalized interest;

    (4) noncash interest expense;

    (5) commissions, discounts and other fees and charges attributable to
    letters of credit and bankers' acceptance financing;

    (6) interest accruing on any Indebtedness of any other Person to the extent
    such Indebtedness is Guaranteed by the Company or any Restricted Subsidiary;

    (7) net costs associated with Hedging Obligations (including amortization of
    fees);

    (8) dividends in respect of all Disqualified Stock of the Company and all
    Preferred Stock of any of the Subsidiaries of the Company, to the extent
    held by Persons other than the Company or a Wholly Owned Subsidiary (except
    to the extent paid in Capital Stock (other than Disqualified Stock));

    (9) interest Incurred in connection with investments in discontinued
    operations; and

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    (10) commissions, discounts, yield and other financing fees and financing
    charges Incurred in connection with any transaction (including, without
    limitation, a Receivables Facility) pursuant to which the Company or any
    Restricted Subsidiary of the Company may sell, convey or otherwise transfer
    or grant a security interest in any accounts receivable or related assets of
    the type specified in the definition of "Receivables Facility."

For purposes of the foregoing, total interest expense will be determined after
giving effect to any net proceeds paid or received by the Company and its
Subsidiaries with respect to Interest Rate Agreements.

"Consolidated Net Income" means, for any period, the net income of the Company
and its Consolidated Subsidiaries for such period; provided, however, that there
shall not be included in such Consolidated Net Income:

    (1) any net income of any Person (other than the Company) if such Person is
    not a Restricted Subsidiary, except that:

       (A) subject to the limitations contained in clause (4) below, the
       Company's equity in the net income of any such Person for such period
       shall be included in such Consolidated Net Income up to the aggregate
       amount of cash actually distributed by such Person during such period to
       the Company or a Restricted Subsidiary as a dividend or other
       distribution (subject, in the case of a dividend or other distribution
       made to a Restricted Subsidiary, to the limitations contained in clause
       (3) below) and

       (B) the Company's equity in a net loss of any such Person for such period
       shall be included in determining such Consolidated Net Income to the
       extent such loss has been funded in such period with cash from the
       Company or a Restricted Subsidiary;

    (2) any net income (or loss) of any Person acquired by the Company or a
    Subsidiary of the Company in a pooling of interests transaction for any
    period prior to the date of such acquisition;

    (3) any net income (or loss) of any Restricted Subsidiary if such Restricted
    Subsidiary is subject to restrictions, directly or indirectly, on the
    payment of dividends or the making of distributions by such Restricted
    Subsidiary, directly or indirectly, to the Company, except that:

       (A) subject to the limitations contained in clause (4) below, the
       Company's equity in the net income of any such Restricted Subsidiary for
       such period shall be included in such Consolidated Net Income up to the
       aggregate amount of cash actually distributed by such Restricted
       Subsidiary during such period to the Company or another Restricted
       Subsidiary as a dividend or other distribution (subject, in the case of a
       dividend or other distribution made to another Restricted Subsidiary, to
       the limitation contained in this clause) and

       (B) the Company's equity in a net loss of any such Restricted Subsidiary
       for such period shall be included in determining such Consolidated Net
       Income;

    (4) any net gain or loss realized upon the sale or other disposition of any
    asset of the Company or its Consolidated Subsidiaries (including pursuant to
    any Sale/Leaseback Transaction) that is not sold or otherwise disposed of in
    the ordinary course of business and any net gain or loss realized upon the
    sale or other disposition of any Capital Stock of any Person;

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    (5) any net extraordinary gain or loss;

    (6) the cumulative effect of a change in accounting principles;

    (7) any noncash compensation charges or other noncash expenses or charges
    arising from the grant of or issuance or repricing of stock, stock options
    or other equity-based awards or any amendment, modification, substitution or
    change of any such stock, stock options or other equity-based awards; and

    (8) any non-recurring fees, charges or other expenses (including bonus and
    retention payments) made or incurred in connection with the Acquisition and
    the transactions contemplated thereby.

Notwithstanding the foregoing, for the purpose of the covenant described under
"--Limitation on restricted payments" only, there shall be excluded from
Consolidated Net Income any dividends, repayments of loans or advances or other
transfers of assets from Unrestricted Subsidiaries to the Company or a
Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted under such covenant
pursuant to clause (a)(4)(C)(iv) thereof.

"Consolidated Step-Up Depreciation and Amortization" means, with respect to any
Person for any period, the total amount of depreciation and amortization related
to the write-up of assets for such period on a consolidated basis in accordance
with GAAP to the extent (i) such depreciation and amortization results from
purchase accounting adjustments in connection with the Acquisition and (ii) such
depreciation and amortization was deducted in computing Consolidated Net Income.

"Consolidation" means the consolidation of the accounts of each of the
Restricted Subsidiaries with those of the Company in accordance with GAAP
consistently applied; provided, however, that "Consolidation" will not include
consolidation of the accounts of any Unrestricted Subsidiary, but the interest
of the Company or any Restricted Subsidiary in an Unrestricted Subsidiary will
be accounted for as an investment. The term "Consolidated" has a correlative
meaning.

"Credit Agreement" means the credit agreement dated as of July 22, 2002, as
amended, restated, supplemented, waived, replaced (whether or not upon
termination, and whether with the original lenders or otherwise), refinanced,
restructured or otherwise modified from time to time, among the Company,
Holding, 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.

"Credit Facility" means, one or more debt facilities (including, without
limitation, the Credit Agreement), commercial paper facilities or other debt
instruments, indentures or agreements, providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables), letters of credit or other debt obligations, in each
case, as amended, restated, modified, renewed, refunded, restructured,
supplemented, replaced or refinanced in whole or in part from time to time,
including, without limitation, any amendment increasing the amount of
Indebtedness Incurred or available to be borrowed thereunder, extending the
maturity of any Indebtedness Incurred thereunder or contemplated thereby or
deleting, adding or substituting one or more parties thereto (whether or not
such added or substituted parties are banks or other institutional lenders).

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"Currency Agreement" means with respect to any Person any foreign exchange
contract, currency swap agreements, futures contract, options contract,
synthetic cap or other similar agreement or arrangement to which such Person is
a party or of which it is a beneficiary for the purpose of hedging foreign
currency risk.

"Default" means any event which is, or after notice or passage of time or both
would be, an Event of Default.

"Designated Noncash Consideration" means the Fair Market Value of non-cash
consideration received by the Company or any of its Restricted Subsidiaries in
connection with an Asset Disposition that is designated as such pursuant to an
Officers' Certificate. The aggregate Fair Market Value of the Designated Noncash
Consideration, taken together with the Fair Market Value at the time of receipt
of all other Designated Noncash Consideration then held by the Company, may not
exceed $5.0 million at the time of the receipt of the Designated Noncash
Consideration (with the Fair Market Value being measured at the time received
and without giving effect to subsequent changes in value).

"Designated Senior Indebtedness" of the Company means

    (1) the Bank Indebtedness and

    (2) any other Senior Indebtedness of the Company that, at the date of
    determination, has an aggregate principal amount outstanding of, or under
    which, at the date of determination, the holders thereof are committed to
    lend up to at least $15.0 million and is specifically designated by the
    Company in the instrument evidencing or governing such Senior Indebtedness
    as "Designated Senior Indebtedness" for purposes of the Indenture.
    "Designated Senior Indebtedness" of a Note Guarantor has a correlative
    meaning.

"Disqualified Stock" means, with respect to any Person, any Capital Stock which
by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable or exercisable) or upon the happening of any event:

    (1) matures or is mandatorily redeemable at the option of the holder
    thereof, in whole or in part, pursuant to a sinking fund obligation or
    otherwise,

    (2) is convertible or exchangeable at the option of the holder thereof, in
    whole or in part, for Indebtedness or Disqualified Stock (excluding Capital
    Stock convertible or exchangeable solely at the option of the Company or a
    Restricted Subsidiary; provided, however, that any such conversion or
    exchange shall be deemed an occurrence of Indebtedness or Disqualified
    Stock, as applicable) or

    (3) is redeemable at the option of the holder thereof, in whole or in part,
    in the case of each of clauses (1), (2) and (3), on or prior to the 91st day
    after the Stated Maturity of the Notes; provided, however, that only the
    portion of Capital Stock that so matures or is mandatorily redeemable, is so
    convertible or exchangeable or is redeemable at the option of the holder
    thereof prior to such date will be deemed Disqualified Stock and any Capital
    Stock that would not constitute Disqualified Stock but for provisions
    thereof giving holders thereof the right to require such Person to
    repurchase or redeem such Capital Stock upon the occurrence of an "asset
    sale" or "change of control" occurring prior to the 91st day after the
    Stated Maturity of the Notes shall not constitute Disqualified Stock if the
    "asset sale" or "change of control" provisions applicable to such Capital
    Stock are not more favorable to the holders of such Capital Stock than the
    provisions of the covenants described under "Change of control" and
    "--Limitation on sale of assets and subsidiary

                                       105
<PAGE>

    stock"; provided, further that any class of Capital Stock of such Person
    that, by its terms, authorized such Person to satisfy in full its
    obligations with respect to payment of dividends or upon maturity,
    redemption (pursuant to a sinking fund or otherwise) or repurchase thereof
    or other payment obligations or otherwise by delivery of Capital Stock that
    is not Disqualified Stock, and that is not convertible, puttable or
    exchangeable for Disqualified Stock or Indebtedness, shall not be deemed
    Disqualified Stock so long as such Person satisfied its obligations with
    respect thereto solely by the delivery of Capital Stock that is not
    Disqualified Stock.

"Domestic Subsidiary" means any Restricted Subsidiary of the Company other than
a Foreign Subsidiary.

"EBITDA" for any period means the Consolidated Net Income for such period, plus,
without duplication, the following to the extent deducted in calculating such
Consolidated Net Income:

    (1) income tax expense of the Company and its Consolidated Restricted
    Subsidiaries;

    (2) Consolidated Interest Expense;

    (3) depreciation expense of the Company and its Consolidated Restricted
    Subsidiaries;

    (4) amortization expense of the Company and its Consolidated Restricted
    Subsidiaries (excluding amortization expense attributable to a prepaid cash
    item that was paid in a prior period);

    (5) plant shutdown costs and acquisition integration costs; and

    (6) all other noncash charges of the Company and its Consolidated Restricted
    Subsidiaries (excluding any such noncash charge to the extent it represents
    an accrual of or reserve for cash expenditures in any future period) less
    all non-cash items of income (other than accrual of revenue in the ordinary
    course of business) of the Company and its Restricted Subsidiary in each
    case for such period.

Notwithstanding the foregoing, the provision for taxes based on the income or
profits of, and the depreciation and amortization and noncash charges of, a
Restricted Subsidiary of the Company shall be added to Consolidated Net Income
to compute EBITDA only to the extent (and in the same proportion) that the net
income of such Restricted Subsidiary was included in calculating Consolidated
Net Income and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its stockholders.

"Equity Offering" means a public or private sale for cash of Capital Stock
(other than Disqualified Stock).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fair Market Value" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length, free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair Market Value will
be determined in good faith by the Board of Directors, whose determination will
be conclusive and evidenced by a resolution of the Board of Directors; provided,
however, that for purposes of clause (a)(4)(C)(ii) of the covenant described
under "--Limitation on restricted payments," if the Fair Market Value of the
property or assets

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in question is so determined to be in excess of $20.0 million, such
determination must be confirmed by a recognized appraisal or investment banking
firm.

"Foreign Subsidiary" means any Restricted Subsidiary of the Company (x) that is
not organized under the laws of the United States of America or any State
thereof or the District of Columbia or (y) was organized under the laws of the
United States of America or any state thereof or the District of Columbia that
has no material assets other than Capital Stock of one or more foreign entities
of the type described in clause (x) above and is not a guarantor of Indebtedness
under the Credit Agreement.

"GAAP" means generally accepted accounting principles in the United States of
America as in effect (i) with respect to periodic reporting requirements, from
time to time, and (ii) otherwise on the Closing Date, including those set forth
in:

    (1) the opinions and pronouncements of the Accounting Principles Board of
    the American Institute of Certified Public Accountants,

    (2) statements and pronouncements of the Financial Accounting Standards
    Board,

    (3) such other statements by such other entities as approved by a
    significant segment of the accounting profession, and

    (4) the rules and regulations of the SEC governing the inclusion of
    financial statements (including pro forma financial statements) in periodic
    reports required to be filed pursuant to Section 13 of the Exchange Act,
    including opinions and pronouncements in staff accounting bulletins and
    similar written statements from the accounting staff of the SEC.

All ratios and computations based on GAAP contained in the Indenture shall be
computed in conformity with GAAP.

"Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness or other obligation of any
other Person and any obligation, direct or indirect, contingent or otherwise, of
such Person:

    (1) to purchase or pay (or advance or supply funds for the purchase or
    payment of) such Indebtedness or other obligation of such other Person
    (whether arising by virtue of partnership arrangements, or by agreement to
    keep-well, to purchase assets, goods, securities or services, to
    take-or-pay, or to maintain financial statement conditions or otherwise) or

    (2) entered into for purposes of assuring in any other manner the obligee of
    such Indebtedness or other obligation of the payment thereof or to protect
    such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

"Hedging Obligations" of any Person means the obligations of such Person
pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Price
Protection Agreement.

"Holder" means the Person in whose name a Note is registered on the Registrar's
books.

"Incur" means issue, assume, Guarantee, incur or otherwise become liable for;
provided, however, that any Indebtedness or Capital Stock of a Person existing
at the time such Person

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becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition
or otherwise) shall be deemed to be Incurred by such Person at the time it
becomes a Restricted Subsidiary. The term "Incurrence" when used as a noun shall
have a correlative meaning. The accretion of principal of a non-interest bearing
or other discount security and payment of interest on any Indebtedness in the
form of additional Indebtedness or the payment on Disqualified Capital Stock in
the form of additional shares of Capital Stock, shall not be deemed the
Incurrence of Indebtedness.

"Indebtedness" means, with respect to any Person on any date of determination,
without duplication:

    (1) the principal of and premium (if any) in respect of indebtedness of such
    Person for borrowed money;

    (2) the principal of and premium (if any) in respect of obligations of such
    Person evidenced by bonds, debentures, notes or other similar instruments;

    (3) the principal component of all obligations of such Person in respect of
    letters of credit or other similar instruments (including reimbursement
    obligations with respect thereto except to the extent such reimbursement
    obligation arises in the ordinary course of business and relates to a Trade
    Payable);

    (4) the principal component of all obligations of such Person to pay the
    deferred and unpaid purchase price of property or services, which purchase
    price is due more than one year after the date of placing such property in
    service or taking delivery and title thereto or the completion of such
    services other than earn-outs, indemnities and similar provisions;

    (5) all Capitalized Lease Obligations and all Attributable Debt of such
    Person;

    (6) the principal component or liquidation preference of all obligations of
    such Person with respect to the redemption, repayment or other repurchase of
    any Disqualified Stock or, with respect to any Subsidiary of such Person,
    any Preferred Stock (but excluding, in each case, any accrued dividends);

    (7) the principal component of all Indebtedness of other Persons secured by
    a Lien on any asset of the Person the Indebtedness of which is being
    determined, whether or not such Indebtedness is assumed by such Person;
    provided, however, that the amount of Indebtedness of such Person shall be
    the lesser of:

       (A) the Fair Market Value of such asset at such date of determination and

       (B) the amount of such Indebtedness of such other Persons;

    (8) to the extent not otherwise included in this definition, net obligations
    of such Person under Hedging Obligations of such Person (the amount of any
    such obligations to be equal at any time to the termination value of such
    agreement or arrangement giving rise to such obligations that would be
    payable by such Person at such time);

    (9) all amounts outstanding and other obligations of such Person in respect
    of a Receivables Facility; and

    (10) all obligations of the type referred to in clauses (1) through (9) of
    other Persons and all dividends of other Persons for the payment of which,
    in either case, such Person is responsible or liable, directly or
    indirectly, as obligor, guarantor or otherwise, including by means of any
    Guarantee.

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The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date.

Notwithstanding anything in this definition to the contrary, characterization of
any Receivables Facility as Indebtedness is for purposes of the Indenture
covenants only, and such characterization shall not preclude the Company or any
Restricted Subsidiary from characterizing any Receivables Facility as a sale for
GAAP or any other purpose.

"Interest Rate Agreement" means with respect to any Person any interest rate
protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement to which such Person is party or of which it is a beneficiary.

"Investment" in any Person means any direct or indirect advance, loan (other
than advances and extensions of credit to customers in the ordinary course of
business that are recorded as accounts receivable on the balance sheet of the
lender) or other extension of credit (including by way of Guarantee or similar
arrangement) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account
or use of others), or any purchase or acquisition of Capital Stock, Indebtedness
or other similar instruments issued by such Person; provided that none of the
following will be deemed to be an Investment:

    (1) Hedging Obligations entered into in compliance with clause (b)(4) of
    "Certain covenants--Limitation on indebtedness"; and

    (2) endorsements of negotiable instruments and documents in the ordinary
    course of business.

For purposes of the definition of "Unrestricted Subsidiary" and the covenant
described under "--Limitation on restricted payments":

    (1) "Investment" shall include the portion (proportionate to the Company's
    equity interest in such Restricted Subsidiary) of the Fair Market Value of
    the net assets of any Restricted Subsidiary of the Company at the time that
    such Subsidiary is designated an Unrestricted Subsidiary; provided, however,
    that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the
    Company shall be deemed to continue to have a permanent "Investment" in an
    Unrestricted Subsidiary in an amount (if positive) equal to:

       (A) the Company's "Investment" in such Subsidiary at the time of such
       redesignation less

       (B) the portion (proportionate to the Company's equity interest in such
       Subsidiary) of the Fair Market Value of the net assets of such Subsidiary
       at the time of such redesignation; and

    (2) any property transferred to or from an Unrestricted Subsidiary shall be
    valued at its Fair Market Value at the time of such transfer.

"Landis Acquisition" means that transaction defined in the "Landis Acquisition"
section of the Prospectus.

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"Legal Holiday" means a Saturday, Sunday or other day on which banking
institutions are not required by law or regulation to be open in the State of
New York.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien
(statutory or otherwise) or charge of any kind (including any conditional sale
or other title retention agreement or lease in the nature thereof and any
agreement to give any security interest) upon or with respect to any property of
any kind, real or personal, movable or immovable.

"Net Available Cash" from an Asset Disposition means payments of cash or Cash
Equivalents received (including any payments of cash or Cash Equivalents
received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise and proceeds from the sale or other
disposition of any securities received as consideration, but in each case only
as and when received, but excluding any other consideration received in the form
of assumption by the acquiring Person of Indebtedness or other obligations
relating to the properties or assets that are the subject of such Asset
Disposition or received in any other noncash form) therefrom, in each case net
of:

    (1) all legal, accounting, investment banking, title and recording tax
    expenses, commissions and other fees and expenses incurred, and all federal,
    state, provincial, foreign and local taxes required to be paid or accrued as
    a liability under GAAP, as a consequence of such Asset Disposition,

    (2) all payments made on any Indebtedness which is secured by any assets
    subject to such Asset Disposition, in accordance with the terms of any Lien
    upon or other security agreement of any kind with respect to such assets, or
    which must by its terms, or in order to obtain a necessary consent to such
    Asset Disposition, or by applicable law be repaid out of the proceeds from
    such Asset Disposition,

    (3) all distributions and other payments required to be made to minority
    interest holders in Subsidiaries or joint ventures as a result of such Asset
    Disposition and

    (4) appropriate amounts to be provided by the seller as a reserve, in
    accordance with GAAP, against any liabilities associated with the property
    or other assets disposed of in such Asset Disposition and retained by the
    Company or any Restricted Subsidiary after such Asset Disposition.

"Net Cash Proceeds," with respect to any issuance or sale of Capital Stock,
means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, listing fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

"Note Guarantee" means each Guarantee of the obligations with respect to the
Notes issued by a Person pursuant to the terms of the Indenture.

"Note Guarantor" means any Person that has issued a Note Guarantee.

"Offering Memorandum" means the offering memorandum relating to the issuance of
the Notes dated July 17, 2002.

"Officer" means the Chairman of the Board, the Chief Executive Officer, the
Chief Financial Officer, the President, any Vice President, the Treasurer or the
Secretary of the Company. "Officer" of a Note Guarantor has a correlative
meaning.

"Officers' Certificate" means a certificate signed by two Officers.

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"Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company, a Note Guarantor or the Trustee.

"Permitted Holders" means Principals and Related Parties and any Person acting
in the capacity of an underwriter in connection with a public or private
offering of the Company's or Holding's Capital Stock.

"Permitted Investment" means an Investment by the Company or any Restricted
Subsidiary in:

    (1) the Company, a Restricted Subsidiary or a Person that will, upon the
    making of such Investment, become a Restricted Subsidiary;

    (2) another Person if as a result of such Investment such other Person is
    merged or consolidated with or into, or transfers or conveys all or
    substantially all its assets to, the Company or a Restricted Subsidiary;

    (3) Temporary Cash Investments;

    (4) receivables owing to the Company or any Restricted Subsidiary if created
    or acquired in the ordinary course of business;

    (5) payroll, travel, commission and similar advances to cover matters that
    are expected at the time of such advances ultimately to be treated as
    expenses for accounting purposes and that are made in the ordinary course of
    business;

    (6) loans or advances to employees, directors and consultants not exceeding
    $2.0 million in the aggregate outstanding at any one time;

    (7) loans, deposits, prepayments and other credits or advances to customers
    or suppliers in the ordinary course of business;

    (8) stock, obligations or securities received in settlement or good faith
    compromise of debts created in the ordinary course of business and owing to
    the Company or any Restricted Subsidiary or in satisfaction of judgments
    including pursuant to any plan of reorganization or similar arrangement upon
    the bankruptcy or insolvency of a debtor;

    (9) any Person to the extent such Investment represents the noncash portion
    of the consideration received for an Asset Disposition that was made
    pursuant to and in compliance with the covenant described under
    "--Limitation on sales of assets and subsidiary stock";

    (10) Investments in prepaid expenses, negotiable instruments held for
    collection and lease utility and worker's compensation, performance and
    other similar deposits provided to third parties in the ordinary course of
    business;

    (11) Currency Agreements, Interest Rate Agreements and Commodity Price
    Protection Agreements and other Hedging Obligations permitted by the
    Indenture that are entered into in the ordinary course of business and not
    for speculative purposes;

    (12) Investments acquired in exchange for the issuance of Capital Stock
    (other than Disqualified Stock) of the Company or acquired with the Net Cash
    Proceeds received by the Company after the date of the Indenture from the
    issuance and sale of Capital Stock (other than Disqualified Stock); provided
    that such Net Cash Proceeds are used to make such Investment within 90 days
    of the receipt thereof and the amount of all such Net Cash

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    Proceeds will be excluded from clause (4)(C)(ii) of paragraph (a) of the
    covenant described under the caption "--Limitation on restricted payments";

    (13) Investments in existence on the date of the Indenture or made pursuant
    to a legally binding written commitment in existence on the date of the
    Indenture;

    (14) Guarantees issued in accordance with "Certain covenants--Limitation on
    indebtedness";

    (15) Investments in a trust, limited liability company, special purpose
    entity or other similar entity in connection with a Receivables Facility
    permitted under the covenant "--Limitation on indebtedness"; provided that
    such Investment is necessary or advisable to effect such Receivables
    Facility;

    (16) Investments in joint ventures or similar projects by the Company and
    its Restricted Subsidiaries on the date of the investment in an aggregate
    amount not to exceed $20.0 million;

    (17) loans or advances to employees, directors or consultants the proceeds
    of which are used to purchase Capital Stock (other than Disqualified Stock)
    of the Company or Holding (and, with respect to purchases of the Capital
    Stock of Holding, the proceeds of which are paid or contributed to the
    Company); and

    (18) Indebtedness of the Company or a Restricted Subsidiary under clause
    (b)(2) of the covenant "--Limitation on indebtedness."

For purposes of this definition, the value of any Investment will be the Fair
Market Value on the date made without any subsequent changes for any increases
or decreases in the Fair Market Value of such Investment.

"Permitted Junior Securities" means:

    (1) Equity Interests in the Company or any Guarantor; or

    (2) debt securities that are subordinated to all Senior Indebtedness and any
    debt securities issued in exchange for Senior Indebtedness to substantially
    the same extent as, or to a greater extent than, the Notes and the Note
    Guarantees are subordinated to Senior Indebtedness under the terms of the
    Indenture.

"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity.

"Preferred Stock," as applied to the Capital Stock of any Person, means Capital
Stock of any class or classes (however designated) that is preferred as to the
payment of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Person, over shares of Capital
Stock of any other class of such Person.

"principal" of a Note means the principal of the Note plus the premium, if any,
payable on the Note which is due or overdue or is to become due at the relevant
time.

"Principals" means each of 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., GS Capital Partners 2000 Employee
Fund, L.P., Stone Street Fund 2000 L.P., J.P. Morgan Partners Global Investors,
L.P., J.P. Morgan Partners Global Investors (Cayman), L.P.,

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J.P. Morgan Partners Global Investors A, L.P., J.P. Morgan Partners Global
Investors (Cayman) II, L.P. and J.P. Morgan Partners (BHCA), L.P.

"Purchase Money Indebtedness" means Indebtedness:

    (1) consisting of the deferred purchase price of an asset (or Capital Stock
    of a corporation substantially all the assets of which consist of such
    asset), conditional sale obligations, obligations under any title retention
    agreement and other purchase money obligations (including obligations to a
    third party to finance the amount being paid to the seller), in each case
    where the maturity of such Indebtedness does not exceed the anticipated
    useful life of the asset being financed, and

    (2) Incurred to finance the acquisition by the Company or a Restricted
    Subsidiary of such asset (or such Capital Stock), including additions and
    improvements;

provided, however, that such Indebtedness is Incurred within 180 days after the
acquisition by the Company or such Restricted Subsidiary of such asset (or such
Capital Stock).

"Receivables Facility" means one or more receivables financing facilities, as
amended from time to time, pursuant to which the Company and/or any of its
Restricted Subsidiaries, directly or indirectly through another Subsidiary,
sells or otherwise transfers rights in its accounts receivable pursuant to
arrangements customary in the industry.

"Refinance" means, in respect of any Indebtedness, to refinance, extend, renew,
refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness
in exchange or replacement for, such Indebtedness. "Refinanced" and
"Refinancing" shall have correlative meanings. "Refinancing Indebtedness" means
Indebtedness that is Incurred to refund, refinance, replace, renew, repay or
extend (including pursuant to any defeasance or discharge mechanism) (or the net
proceeds of which are used to do any of the foregoing) any Indebtedness of the
Company or any Restricted Subsidiary existing on the Closing Date or Incurred in
compliance with the Indenture (including Indebtedness of the Company that
Refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any
Restricted Subsidiary that Refinances Indebtedness of another Restricted
Subsidiary, including Indebtedness that Refinances Refinancing Indebtedness);
provided, however, that:

    (1) the Refinancing Indebtedness has a Stated Maturity no earlier than the
    Stated Maturity of the Indebtedness being Refinanced,

    (2) the Refinancing Indebtedness has an Average Life at the time such
    Refinancing Indebtedness is Incurred that is equal to or greater than the
    Average Life of the Indebtedness being Refinanced,

    (3) such Refinancing Indebtedness is Incurred in an aggregate principal
    amount (or if issued with original issue discount, an aggregate issue price)
    that is equal to or less than the aggregate principal amount (or if issued
    with original issue discount, the aggregate accreted value) then outstanding
    of the Indebtedness being Refinanced (plus all accrued interest on the
    Indebtedness and the amount of all expenses and premiums Incurred in
    connection therewith) and

    (4) if the Indebtedness being Refinanced is subordinated in right of payment
    to the Notes, such Refinancing Indebtedness is subordinated in right of
    payment to the Notes at least to the same extent as the Indebtedness being
    Refinanced;

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provided further, however, that Refinancing Indebtedness shall not include:

    (A) Indebtedness of a Restricted Subsidiary that is not a Note Guarantor
    that Refinances Indebtedness of the Company or

    (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances
    Indebtedness of an Unrestricted Subsidiary.

"Related Party" means,

    (1) any controlling stockholder or 80% (or more) owned Subsidiary of any
    Principal; or

    (2) any trust, corporation, partnership or other entity, the beneficiaries,
    stockholders, partners, owners or Persons beneficially holding an 80% or
    more controlling interest of which consist of any one or more Principals
    and/or such other Persons referred to in the immediately preceding clause
    (1).

"Representative" means the trustee, agent or representative (if any) for an
issue of Senior Indebtedness.

"Restricted Subsidiary" means any Subsidiary of the Company other than an
Unrestricted Subsidiary.

"Sale/Leaseback Transaction" means an arrangement relating to property now owned
or hereafter acquired by the Company or a Restricted Subsidiary whereby the
Company or a Restricted Subsidiary transfers such property to a Person and the
Company or such Restricted Subsidiary leases it from such Person, other than
leases between the Company and a Wholly Owned Subsidiary or between Wholly Owned
Subsidiaries.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Secured Indebtedness" means any Indebtedness of the Company or any Subsidiary
secured by a Lien. "Secured Indebtedness" of a Note Guarantor has a correlative
meaning.

"Senior Subordinated Indebtedness" of the Company means the Notes and any other
Indebtedness of the Company that specifically provides that such Indebtedness is
to rank equally with the Notes in right of payment and is not subordinated by
its terms in right of payment to any Indebtedness or other obligation of the
Company which is not Senior Indebtedness. "Senior Subordinated Indebtedness" of
a Note Guarantor has a correlative meaning.

"Significant Subsidiary" means any Restricted Subsidiary that would be a
"Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC in effect on the date of the Indenture.

"Stated Maturity" means, with respect to any security, the date specified in
such security as the fixed date on which the final payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred).

"Stockholders' Agreement" means the stockholders' agreement entered into in
connection with the Acquisition.

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"Subordinated Obligation" means any Indebtedness of the Company (whether
outstanding on the Closing Date or thereafter Incurred) that is subordinate or
junior in right of payment to the Notes pursuant to a written agreement.
"Subordinated Obligation" of a Note Guarantor has a correlative meaning.

"Subsidiary" of any Person means any corporation, association, partnership or
other business entity of which more than 50% of the total voting power of shares
of Capital Stock or other interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by:

    (1) such Person,

    (2) such Person and one or more Subsidiaries of such Person or

    (3) one or more Subsidiaries of such Person.

"Tax Sharing Agreement" means the Amended and Restated Tax Sharing Agreement,
made as of March 15, 2001, by and among Holding and its Subsidiaries.

"Temporary Cash Investments" means any of the following:

    (1) United States dollars or eurodollars or any investment in direct
    obligations of the United States of America or any agency thereof or
    obligations Guaranteed or insured by the United States of America or any
    agency or instrumentality thereof,

    (2) investments in time deposit accounts, certificates of deposit and
    eurodollar time deposits, banker acceptances and money market deposits (or
    in the case of Foreign Subsidiaries, the foreign equivalent) maturing within
    270 days of the date of acquisition thereof issued by a bank or trust
    company that is organized under the laws of the United States of America,
    any state thereof or any foreign country recognized by the United States of
    America having capital, surplus and undivided profits aggregating in excess
    of $250,000,000 (or the foreign currency equivalent thereof) and whose
    long-term debt is rated "A" (or such similar equivalent rating) or higher by
    at least one nationally recognized statistical rating organization (as
    defined in Rule 436 under the Securities Act),

    (3) repurchase obligations with a term of not more than 30 days for
    underlying securities of the types described in clause (1) or (2) above
    entered into with a bank meeting the qualifications described in clause (2)
    above,

    (4) investments in commercial paper, maturing not more than 270 days after
    the date of acquisition, issued by a corporation (other than an Affiliate of
    the Company) organized and in existence under the laws of the United States
    of America or any foreign country recognized by the United States of America
    with a rating at the time as of which any investment therein is made of
    "P-1" (or higher) according to Moody's or "A-1" (or higher) according to
    S&P,

    (5) investments in securities with maturities of 270 days or less from the
    date of acquisition issued or fully guaranteed by any state, commonwealth or
    territory of the United States of America, or by any political subdivision
    or taxing authority thereof, and rated at least "A" by S&P or "A" by
    Moody's,

    (6) money market funds at least 95% of the assets of which constitute
    Temporary Cash Investments of the kinds described in clauses (1) through (5)
    of this definition and

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    (7) solely in respect of the ordinary course cash management activities of
    the Foreign Subsidiaries, equivalents of the investments described in clause
    (1) above to the extent guaranteed by the United Kingdom, the European Union
    or the country in which the Foreign Subsidiary operates and equivalents of
    the investments described in clause (2) above issued, accepted or offered by
    (a) the local office of any commercial bank meeting the requirements of
    clause (4) above in the jurisdiction of organization of the applicable
    Foreign Subsidiary or (b) the local office of any commercial bank organized
    under the laws of the jurisdiction of organization of the applicable Foreign
    Subsidiary which commercial bank (1) has combined capital and surplus and
    undivided profits of not less than $250.0 million, (2) a long-term rating
    for Dollar-denominated obligations of at least "A-1" from S&P or the
    equivalent rating from Moody's or (3) is organized in the country in which
    the Foreign Subsidiary operates.

"TIA" means the Trust Indenture Act of 1939 (15 U.S.C. sec.sec. 77aaa-77bbbb) as
in effect on the Closing Date.

"Trade Payables" means, with respect to any Person, any accounts payable or any
indebtedness or monetary obligation to trade creditors created, assumed or
Guaranteed by such Person arising in the ordinary course of business in
connection with the acquisition of goods or services.

"Transactions" has the meaning set forth in the "Summary" section of the
Prospectus.

"Trustee" means the party named as such in the Indenture until a successor
replaces it and, thereafter, means the successor.

"Trust Officer" means the Chairman of the Board, the President or any other
officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

"Unrestricted Subsidiary" means:

    (1) any Subsidiary of the Company that at the time of determination shall be
    designated an Unrestricted Subsidiary by the Board of Directors in the
    manner provided below and

    (2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary of the Company or Person becoming
a Subsidiary through merger or consolidation or Investment therein) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of, or owns or holds any Lien on any property
of, the Company or any other Subsidiary of the Company that is not a Subsidiary
of the Subsidiary to be so designated; provided, however, that either:

       (A) the Subsidiary to be so designated has total Consolidated assets of
       $1,000 or less or

       (B) if such Subsidiary has Consolidated assets greater than $1,000, then
       such designation would be permitted under the covenant entitled
       "--Limitation on restricted payments."

The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that immediately after giving effect
to such designation:

    (x) the Company could Incur $1.00 of additional Indebtedness under paragraph
    (a) of the covenant described under "--Limitation on indebtedness" and

    (y) no Default shall have occurred and be continuing.

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Any such designation of a Subsidiary as a Restricted Subsidiary or Unrestricted
Subsidiary by the Board of Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution of the Board of
Directors giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

"United States Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.

"Voting Stock" of a Person means all classes of Capital Stock or other interests
(including partnership interests) of such Person then outstanding and normally
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof.

"Wholly Owned Subsidiary" means a Restricted Subsidiary of the Company all the
Capital Stock of which (other than directors' qualifying shares) is owned by the
Company or another Wholly Owned Subsidiary.

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           CERTAIN MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS

The following summary describes certain material United States federal income
tax consequences and, in the case of a holder that is a non-United States holder
(as defined below), certain material United States federal estate tax
consequences, of purchasing, owning and disposing of the notes.

This summary deals only with notes held as capital assets (generally, investment
property) and does not deal with special tax situations such as:

       - dealers in securities or currencies;

       - traders in securities;

       - United States holders (as defined below) whose functional currency is
       not the United States dollar;

       - persons holding notes as part of a hedge, straddle, conversion or other
       integrated transaction;

       - certain United States expatriates;

       - financial institutions;

       - insurance companies; and

       - entities that are tax-exempt for United States federal income tax
       purposes.

This summary does not discuss all of the aspects of United States federal income
and estate taxation that may be relevant to you in light of your particular
investment or other circumstances. In addition, this summary does not discuss
any United States state, local or foreign income tax consequences or any
non-income tax consequences. This summary is based on United States federal
income tax law, including the provisions of the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"), Treasury regulations, administrative
rulings and judicial authority, all as in effect as of the date of this
prospectus. Subsequent developments in United States federal tax law, including
changes in law or differing interpretations, which may be applied retroactively,
could have a material effect on the United States federal tax consequences of
purchasing, owning and disposing of notes as set forth in this summary. YOU
SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING THE PARTICULAR UNITED STATES
FEDERAL, STATE AND LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF
ACQUIRING, OWNING AND DISPOSING OF NOTES THAT MAY BE APPLICABLE TO YOU.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR UNITED STATES HOLDERS

The following summary applies to you only if you are a United States holder (as
defined below).

DEFINITION OF A UNITED STATES HOLDER

A "United States holder" is a beneficial owner of a note or notes who or which
is for United States federal income tax purposes:

       - an individual citizen or resident of the United States;

       - a corporation (or other entity classified as a corporation for these
       purposes) or a partnership (or other entity classified as a partnership
       for these purposes) created or organized in or under the laws of the
       United States or of any political subdivision of the United States,
       including any State;

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       - an estate, the income of which is subject to United States federal
       income taxation regardless of the source of that income; or

       - a trust if (1) a United States court is able to exercise primary
       supervision over the trust's administration and one or more United States
       persons (within the meaning of the Internal Revenue Code) has the
       authority to control all of the trust's substantial decisions or (2) the
       trust has a valid election in effect under applicable Treasury
       regulations to be treated as a United States person.

If a partnership or other entity treated as a partnership for United States
federal income tax purposes holds a note or notes, the tax treatment of a
partner will generally depend on the status of the partner and the activities of
the partnership. If you are a partner of a partnership holding a note or notes,
we suggest that you consult your tax advisor.

PAYMENTS OF STATED INTEREST

Payments of stated interest on your notes will be taxed as ordinary interest
income. In addition:

       - if you use the cash method of accounting for United States federal
       income tax purposes, you will have to include the stated interest on your
       notes in your gross income at the time you receive the interest; and

       - if you use the accrual method of accounting for United States federal
       income tax purposes, you will have to include the stated interest on your
       notes in your gross income at the time the interest accrues.

MARKET DISCOUNT AND BOND PREMIUM

If you purchase a note at a price that is less than its principal amount, the
excess of the principal amount over your purchase price will be treated as
"market discount." However, the market discount will be considered to be zero if
it is less than 1/4 of 1% of the principal amount multiplied by the number of
complete years to maturity from the date you purchased the note.

Under the market discount rules of the Internal Revenue Code, you generally will
be required to treat any principal payment on, or any gain realized on the sale,
exchange, retirement or other disposition of, a note as ordinary income
(generally treated as interest income) to the extent of the market discount
which accrued but was not previously included in income. In addition, you may be
required to defer, until the maturity of the note or its earlier disposition in
a taxable transaction, the deduction of all or a portion of your interest
expense on any indebtedness incurred or continued to purchase or carry the note.
In general, market discount will be considered to accrue ratably during the
period from the date of the purchase of the note to the maturity date of the
note, unless you make an irrevocable election (on an instrument-by-instrument
basis) to accrue market discount under a constant yield method. You may elect to
include market discount in income currently as it accrues (under either a
ratable or constant yield method), in which case the rules described above
regarding the treatment as ordinary income of gain upon the disposition of the
note and upon the receipt of certain payments and the deferral of interest
deductions will not apply. The election to include market discount in income
currently, once made, applies to all market discount obligations acquired on or
after the first day of the first taxable year to which the election applies, and
may not be revoked without the consent of the Internal Revenue Service.

If you purchase a note for an amount in excess of the amount payable at maturity
of the note, you will be considered to have purchased the note with "bond
premium" equal to the excess

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of your purchase price over the amount payable at maturity (or on an earlier
call date if it results in a smaller amortizable bond premium). You may elect to
amortize the premium using a constant yield method over the remaining term of
the note (or until an earlier call date, as applicable). The amortized amount of
the premium for a taxable year generally will be treated first as a reduction of
interest on the note included in such taxable year to the extent thereof, then
as a deduction allowed in that taxable year to the extent of your prior interest
inclusions on the note, and finally as a carryforward allowable against your
future interest inclusions on the note. The election, once made, is irrevocable
without the consent of the Internal Revenue Service and applies to all taxable
bonds held during the taxable year for which the election is made or
subsequently acquired.

CONSTANT YIELD ELECTION

As an alternative to the above-described rules for including interest payments
and market discount in income and amortizing bond premium, you may elect to
include in gross income all interest that accrues on a note, including stated
interest, market discount (including de minimis market discount) and adjustments
for bond premium, on the constant yield method. If such an election were made,
you would be deemed to have made an election to amortize bond premium, which as
discussed above applies to all debt instruments held or subsequently acquired by
you. Particularly for United States holders who are on the cash method of
accounting, a constant yield election may have the effect of causing you to
include interest in income earlier than would be the case if no such election
were made, and the election may not be revoked without the consent of the
Internal Revenue Service. You should consult your own tax advisor before making
this election.

SALE OR OTHER DISPOSITION OF THE NOTES

Upon the sale, exchange, retirement, redemption or other disposition of a note,
you generally will recognize taxable gain or loss in an amount equal to the
difference, if any, between the amount realized on the disposition and your
adjusted tax basis in the note. Your adjusted tax basis in a note will generally
equal the cost of the note, increased by the amount of any market discount
previously included in your gross income, and reduced by the amount of any
amortizable bond premium applied to reduce, or allowed as a deduction against,
interest with respect to your note.

Your gain or loss generally will be capital gain or loss (except with respect to
any amount received that is attributable to accrued but unpaid interest, which
will be taxable in the manner described above under "--United States federal
income tax considerations for United States holders--Payments of stated
interest" and except with respect to accrued market discount that has not
previously been included in income, as discussed above under "--United States
federal income tax considerations for United States holders--Market discount and
bond premium"). Such capital gain or loss will be long-term capital gain or loss
if the note has been held for more than one year at the time of the disposition.

Subject to limited exceptions, your capital losses cannot be used to offset your
ordinary income. If you are a non-corporate United States holder, your long-term
capital gain generally will be subject to a maximum tax rate of 15%, scheduled
to increase to 20% for dispositions occurring in taxable years that begin on or
after January 1, 2009.

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BACKUP WITHHOLDING AND INFORMATION REPORTING

In general, backup withholding currently at a rate of 28%, scheduled to increase
to 31% for taxable years beginning on or after January 1, 2011, may apply:

       - to any payments made to you of principal of and interest on your note,
       and

       - to payment of the proceeds of a sale or other disposition of your note,

if you are a non-corporate United States holder and fail to provide a correct
taxpayer identification number or otherwise comply with applicable requirements
of the backup withholding rules. Information reporting may also apply to
payments made with respect to your note.

Backup withholding is not an additional tax and may be credited against your
United States federal income tax liability, provided that correct information is
provided to the Internal Revenue Service.

UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS FOR NON-UNITED STATES
HOLDERS

The following summary applies to you if you are a beneficial owner of a note who
or which is not a resident alien and not otherwise a United States holder (a
"non-United States holder"). Resident aliens are subject to United States
federal income tax as if they were United States citizens. An individual may,
subject to exceptions, be deemed to be a resident alien, as opposed to a
non-resident alien, by among other ways being present in the United States:

       - for at least 31 days in the calendar year, and

       - for an aggregate of at least 183 days during a three-year period ending
       in the current calendar year, counting for such purposes all of the days
       present in the current year, one-third of the days present in the
       immediately preceding year, and one-sixth of the days present in the
       second preceding year.

UNITED STATES FEDERAL WITHHOLDING TAX

If you are a non-United States holder, under current United States federal
income tax laws, and subject to the discussion below, United States federal
withholding tax will not apply to payments by us or our paying agent (in its
capacity as such) of principal of your notes, and will not apply to payments of
interest on your notes, under the "portfolio interest" exception of the Internal
Revenue Code, provided that you comply with the following requirements:

       - you do not, directly or indirectly, actually or constructively, own 10%
       or more of the total combined voting power of all classes of our stock
       entitled to vote within the meaning of section 871(h)(3) of the Internal
       Revenue Code and the Treasury regulations thereunder;

       - you are not a controlled foreign corporation for United States federal
       income tax purposes that is related, directly or indirectly, to us
       through sufficient stock ownership (as provided in the Internal Revenue
       Code);

       - you are not a bank receiving interest described in section 881(c)(3)(A)
       of the Internal Revenue Code;

       - such interest is not effectively connected with your conduct of a
       United States trade or business; and

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<PAGE>

       - you provide a properly completed Internal Revenue Service Form W-8BEN,
       signed under penalties of perjury, which can reliably be related to you,
       certifying that you are not a United States person within the meaning of
       the Internal Revenue Code and providing your name and address to:

          (A) us or our paying agent; or

          (B) a securities clearing organization, bank or other financial
          institution that holds customers' securities in the ordinary course of
          its trade or business and holds your notes on your behalf and that
          certifies to us or our paying agent under penalties of perjury that
          it, or the bank or financial institution between it and you, has
          received from you your Form W-8BEN and provides us or our paying agent
          with a copy of this statement.

Certain Treasury regulations provide alternative methods for satisfying the
certification requirement described in this section. In addition, under these
Treasury regulations:

       - if you are a foreign partnership, the certification requirement will
       generally apply to partners in you, and you will be required to provide
       certain information;

       - if you are a foreign trust, the certification requirement will
       generally be applied to you or your beneficial owners depending on
       whether you are a "foreign complex trust," "foreign simple trust," or
       "foreign grantor trust" as defined in the Treasury regulations; and

       - look-through rules will apply for tiered partnerships, foreign simple
       trusts and foreign grantor trusts.

If you are a foreign partnership or a foreign trust, you should consult your own
tax advisor regarding your status under these Treasury regulations and the
certification requirements applicable to you.

If you do not satisfy the requirements described above, payments of interest
made to you will be subject to the 30% United States federal withholding tax,
unless you provide us with a properly executed (1) Internal Revenue Service Form
W-8BEN claiming an exemption from or reduction in withholding under the benefit
of an applicable tax treaty or (2) Internal Revenue Service Form W-8ECI stating
that the interest paid on an exchange note is not subject to withholding tax
because it is effectively connected with your conduct of a trade or business in
the United States.

UNITED STATES FEDERAL INCOME TAX

Except for the possible application of United States withholding tax (see
"United States federal withholding tax" above) and backup withholding tax (see
"Backup withholding and information reporting" below), you generally will not
have to pay United States federal income tax on payments of principal of and
interest on your notes, or on any gain or income realized from the sale,
redemption, retirement at maturity or other disposition of your notes (provided
that, in the case of proceeds representing accrued interest, the conditions
described in "United States federal withholding tax" are met) unless:

       - in the case of gain, you are an individual who is present in the United
       States for 183 days or more during the taxable year of the sale or other
       disposition of your notes, and specific other conditions are met; or

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       - the interest, gain or other income is effectively connected with your
       conduct of a United States trade or business, and, if an income tax
       treaty applies, is generally attributable to a United States "permanent
       establishment" maintained by you.

If you are engaged in a trade or business in the United States and interest,
gain or any other income in respect of your notes is effectively connected with
the conduct of your trade or business, and, if an income tax treaty applies, you
maintain a United States "permanent establishment" to which the interest, gain
or other income is generally attributable, you generally will be subject to
United States income tax on a net basis on the interest, gain or income in the
same manner as if you were a United States holder (although interest is exempt
from the withholding tax discussed in the preceding paragraphs provided that you
provide a properly executed applicable Internal Revenue Service Form W-8ECI on
or before any payment date to claim the exemption).

In addition, if you are a foreign corporation, you may be subject to a branch
profits tax equal to 30% of your effectively connected earnings and profits for
the taxable year, as adjusted for certain items, unless a lower rate applies to
you under a United States income tax treaty with your country of residence. For
this purpose, you must include interest, gain or income on your notes in the
earnings and profits subject to the branch profits tax if these amounts are
effectively connected with the conduct of your United States trade or business.

UNITED STATES FEDERAL ESTATE TAX

If you are an individual and are not a United States citizen or a resident of
the United States (as specially defined for United States federal estate tax
purposes) at the time of your death, your notes will generally not be subject to
the United States federal estate tax, unless, at the time of your death:

       - you directly or indirectly, actually or constructively, own 10% or more
       of the total combined voting power of all classes of our stock entitled
       to vote within the meaning of section 871(h)(3) of the Internal Revenue
       Code and the Treasury regulations thereunder; or

       - your interest on the notes is effectively connected with your conduct
       of a United States trade or business.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Under current Treasury regulations, backup withholding and information reporting
will not apply to payments made by us or our paying agent (in its capacity as
such) to you if you have provided the required certification that you are a
non-United States holder as described in "--United States federal withholding
tax" above, and provided that neither we nor our paying agent has actual
knowledge that you are a United States holder (as described in "--Definition of
a United States holder" above). We or our paying agent may, however, report
payments of interest on the notes that are made to you.

The gross proceeds from the disposition of your notes may be subject to
information reporting and backup withholding tax at a rate that is currently
28%, scheduled to increase to 31% for taxable years beginning on or after
January 1, 2011. If you sell your notes outside the United States through a
non-United States office of a broker and the sales proceeds are paid to you
outside the United States, then the United States backup withholding and
information reporting requirements generally (except as provided in the
following sentence) will not apply to that payment. However, United States
information reporting, but not backup withholding,

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<PAGE>

will apply to a payment of sales proceeds, even if that payment is made outside
the United States, if you sell your notes through a non-United States office of
a broker that:

       - is a United States person (as defined in the Internal Revenue Code);

       - derives 50% or more of its gross income in specific periods from the
       conduct of a trade or business in the United States;

       - is a "controlled foreign corporation" for United States federal income
       tax purposes; or

       - is a foreign partnership, if at any time during its tax year:

         - one or more of its partners are United States persons who in the
         aggregate hold more than 50% of the income or capital interests in the
         partnership; or

         - the foreign partnership is engaged in a United States trade or
         business,

unless the broker has documentary evidence in its files that you are a
non-United States person and certain other conditions are met or you otherwise
establish an exemption. If you receive payments of the proceeds of a sale of
your notes to or through a United States office of a broker, the payments are
subject to both United States backup withholding and information reporting
unless you provide a Form W-8BEN certifying that you are a non-United States
person or you otherwise establish an exemption.

You should consult your own tax advisor regarding application of backup
withholding in your particular circumstances and the availability of and
procedure for obtaining an exemption from backup withholding under current
Treasury regulations. Any amounts withheld under the backup withholding rules
from a payment to you will be allowed as a refund or credit against your United
States federal income tax liability, provided the required information is
furnished to the Internal Revenue Service.

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                              ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the
purchase or holding of the notes, by employee benefit plans that are subject to
Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended
("ERISA"), individual retirement accounts and other arrangements that are
subject to Section 4975 of the Internal Revenue Code or provisions under any
federal, state, local, non-U.S. or other laws or regulations that are similar to
such provisions of the Internal Revenue Code or ERISA, and entities whose
underlying assets are considered to include "plan assets" of such plans,
accounts and arrangements.

GENERAL FIDUCIARY MATTERS

ERISA and the Code impose certain duties on persons who are fiduciaries of a
plan subject to Title I of ERISA or Section 4975 of the Internal Revenue Code
and prohibit certain transactions involving the assets of a plan and its
fiduciaries or other interested parties. Under ERISA and the Code, any person
who exercises any discretionary authority or control over the administration of
such a plan or the management or disposition of the assets of such a plan, or
who renders investment advice to such a plan for a fee or other compensation,
may be considered to be a fiduciary of the plan.

When considering investing a portion of the assets of any plan in the notes, a
fiduciary should determine whether the investment is in accordance with the
documents and instruments governing the plan and the applicable provisions of
ERISA, the Internal Revenue Code or any similar law relating to a fiduciary's
duties to the plan including, without limitation, the prudence, diversification,
delegation of control and prohibited transaction provisions of ERISA, the
Internal Revenue Code and any other applicable similar laws. The prudence of a
particular investment should be determined by the responsible fiduciary of a
plan by taking into account the plan's particular circumstances and all of the
facts and circumstances of an investment in a note including, but not limited
to, particular risks associated with the investment and the fact that in the
future there may be no market in which such fiduciary will be able to sell or
otherwise dispose of any notes it may purchase.

Any insurance company proposing to invest assets of its general account in the
notes should consider the extent to which such investment would be subject to
the requirements of ERISA in light of the U.S. Supreme Court's decision in John
Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank and under any
subsequent legislation or other guidance that has or may become available
relating to that decision, including Section 401(c) of ERISA and any regulations
thereunder published by the U.S. Department of Labor.

PROHIBITED TRANSACTION ISSUES

Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit
plans subject to Title I of ERISA or Section 4975 of the Internal Revenue Code
from engaging in specified transactions involving plan assets with persons or
entities who are "parties in interest" within the meaning of ERISA, or
"disqualified persons," within the meaning of Section 4975 of the Internal
Revenue Code, unless an exemption is available. A party in interest or
disqualified person who engages in a non-exempt prohibited transaction may be
subject to excise taxes and other penalties and liabilities under ERISA and the
Internal Revenue Code and, in many circumstances, the transaction must be
unwound. In addition, the fiduciary of the plan that engages in such a
non-exempt prohibited transaction may be subject to penalties and liabilities
under ERISA and the Internal Revenue Code. The acquisition and/or holding of
notes by a plan

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<PAGE>

with respect to which we, our affiliates or the initial purchaser is considered
a party in interest or disqualified person may constitute or result in a direct
or indirect prohibited transaction under ERISA and/or the Internal Revenue Code,
unless the investment is acquired and is held in accordance with an applicable
statutory, class or individual prohibited transaction exemption. In this regard,
the U.S. Department of Labor has issued prohibited transaction class exemptions,
or "PTCEs", that may apply to the acquisition and holding of the notes. These
class exemptions include PTCE 84-14 respecting transactions determined by
independent qualified professional asset managers, PTCE 90-1 respecting
insurance company pooled separate accounts, PTCE 91-38 respecting bank
collective investment funds, PTCE 95-60 respecting transactions involving life
insurance company general accounts and PTCE 96-23 respecting transactions
determined by in-house asset managers. However, there can be no assurance that
all of the conditions of any such exemptions will be satisfied, or, if
satisfied, that the scope of the relief will cover all acts that might be
construed as prohibited transactions.

Because of the foregoing, the notes should not be acquired or held by any person
investing "plan assets" of any plan, if such acquisition and holding will
constitute a non-exempt prohibited transaction under ERISA and the Internal
Revenue Code or similar violation of any applicable similar laws. Each initial
investor of a note and each subsequent transferee will, by its acquisition
and/or holding be deemed to have represented and warranted that (1) it is not a
plan, or other entity that is subject to prohibited transaction rules of ERISA,
the Code or similar law or (2) its acquisition and/or holding of such note will
not result in a non-exempt prohibited transaction under Section 406 of ERISA,
Section 4975 of the Internal Revenue Code or any similar provision of similar
laws.

The foregoing discussion is general in nature and is not intended to be
all-inclusive. Due to the complexity of these rules and the penalties that may
be imposed upon persons involved in non-exempt prohibited transactions, it is
particularly important that fiduciaries, or other persons considering an
investment in the notes on behalf of, or with the assets of any plan, consult
with their counsel regarding the potential applicability of ERISA, Section 4975
of the Internal Revenue Code and any similar laws to such investment and whether
an exemption would be applicable to the acquisition and holding of the notes.

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                              PLAN OF DISTRIBUTION

This prospectus is to be used by Goldman, Sachs & Co. and J.P. Morgan Securities
Inc. in connection with offers and sales of the notes in market-making
transactions effected from time to time. Goldman, Sachs & Co. and J.P. Morgan
Securities Inc. may act as principal or agent in such transactions. Such sales
will be made at prevailing market prices at the time of sale. We will not
receive any of the proceeds from such sales.

Private equity funds managed by Goldman, Sachs & Co. own more than a majority of
our common stock and private equity funds managed by affiliates of J.P. Morgan
Securities Inc. own approximately 28% of our common stock. See "Principal
stockholders." Christopher Behrens and Mathew Lori, two of our directors, are
partner and principal, respectively, of J.P Morgan Partners, LLC, an affiliate
of J.P. Morgan Securities Inc. Joseph Gleberman and Douglas Londal are managing
directors, and Patrick Dalton is a vice president, of Goldman, Sachs & Co. and
all three are directors. Goldman, Sachs & Co. and J.P. Morgan Securities Inc.
and their affiliates have provided us with commercial banking, investment
banking or other financial advisory services in the past and may provide such
services to us in the future. J.P. Morgan Securities Inc., acted as our
financial advisor in connection with the Buyout. Goldman, Sachs & Co. and J.P.
Morgan Securities Inc. acted as initial purchasers in connection with the sale
of the notes and received customary fees, incurred in connection therewith. In
addition, Goldman Sachs Credit Partners L.P., an affiliate of Goldman, Sachs &
Co., acted as joint lead arranger, joint book runner and administrative agent
under our senior secured credit facility and act in the same capacity under our
amended and restated senior secured credit facility. J.P. Morgan Securities Inc.
acted as joint lead arranger and joint book runner and JPMorgan Chase Bank, an
affiliate of J.P. Morgan Securities Inc., acted as syndication agent and a
lender under our senior secured credit facility and they act in the same
capacities under our amended and restated senior secured credit facility. See
also "Related party transactions."

We have been advised by Goldman, Sachs & Co. and J.P. Morgan Securities that,
subject to applicable laws and regulations, they currently intend to make a
market in the notes following the completion of the exchange offer. However,
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. are not obligated to do so,
and any such market-making may be interrupted or discontinued at any time
without notice.

We, Goldman, Sachs & Co. and J.P. Morgan Securities Inc. have entered into a
registration rights agreement with respect to the use by Goldman, Sachs & Co.
and J.P. Morgan Securities Inc. of this prospectus. Pursuant to such agreement,
we agreed to indemnify Goldman, Sachs & Co. and J.P. Morgan Securities Inc.
against certain liabilities, including liabilities under the Securities Act and
to contribute to payments which Goldman, Sachs & Co. and J.P. Morgan Securities
Inc. might be required to make in respect thereof.

Pursuant to a stockholders' agreement entered into in connection with the Landis
Acquisition, GSCP 2000 and other private equity funds affiliated with Goldman,
Sachs & Co. have the right to designate seven 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, one
of which will be designated by J.P. Morgan Partners Global Investors, L.P. See
"Related party transactions--Stockholders' agreements."

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                                 LEGAL MATTERS

The validity of the notes will be passed upon for us by Fried, Frank, Harris,
Shriver & Jacobson LLP, New York, New York.

                              INDEPENDENT AUDITORS

The consolidated balance sheets of BPC Holding Corporation as of December 27,
2003 and December 28, 2002, and the related consolidated statements of
operations, changes in stockholders' equity (deficit), and cash flows for the
year ended December 27, 2003, for the periods from July 22, 2002 to December 28,
2002 (Company), December 30, 2001 to July 21, 2002 (Predecessor), and the year
ended December 29, 2001 (Predecessor) included in this prospectus, have been
audited by Ernst & Young LLP, independent auditors, as stated in their report
appearing herein.

The balance sheets of Landis Plastics Inc., as of December 31, 2002, 2001, 2000
and 1999, and the related statements of income and retained earnings, and cash
flows for the years then ended, included in this prospectus, have been audited
by Roche, Scholz, Roche & Walsh, Ltd., independent auditors, as stated in their
reports appearing herein.

                      WHERE YOU CAN FIND MORE INFORMATION

This prospectus does not contain all of the information in that registration
statement. For further information with respect to us and the notes, see the
registration statement, including the exhibits.

We are subject to the reporting requirements of the Securities Exchange Act of
1934 and in accordance with its requirements file annual, quarterly and current
reports, proxy statements and other information with the SEC. These reports,
proxy statements and other information may be obtained:

       - from the SEC, Public Reference Room, Judiciary Plaza, 450 Fifth Street,
       N.W., Washington, D.C. 20549; or

       - from the Internet site maintained by the SEC at http://.www.sec.gov,
       which contains reports, proxy and information statements and other
       information regarding issuers, including us, that file electronically
       with the SEC.

Some locations may charge prescribed rates or modest fees for copies. For more
information on the public reference room, call the SEC at 1-800-SEC-0330. Our
filings will also be available to the public from commercial document retrieval
services.

                                       128
<PAGE>

You may obtain these reports, proxy statements and other information at no cost
by writing or telephoning us at the following address and telephone number:

             Berry Plastics Corporation
             101 Oakley Street
             Evansville, Indiana 47710
             Attn: Mark Miles
             (812) 424-2904

Statements made in this prospectus as to the contents of any contract,
agreement, or other documents referred to are not necessarily complete. For a
more complete understanding and description of each contract, agreement or other
document filed as an exhibit to the registration statement, we encourage you to
read the documents contained in the exhibits.

Following the consummation of the exchange offer, whether or not required by the
SEC, we will file a copy of all the information mentioned above with the SEC for
public availability within the time periods specified in the SEC's rule and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospectus investors upon
request.

In addition, we have agreed that we will furnish to holders and securities
analysts and prospective investors, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act of 1933, as
amended (the "Securities Act") until such time as we have either exchanged the
notes pursuant to the exchange offer or until such time as holders of the notes
have disposed of their notes pursuant to an effective registration statement
under the Securities Act.

                                       129
<PAGE>

BPC HOLDING CORPORATION
INDEX TO FINANCIAL STATEMENTS

BPC HOLDING CORPORATION AUDITED FINANCIAL STATEMENTS

<Table>
<Caption>
                                                              PAGE
<S>                                                           <C>
Report of Independent Auditors..............................   F-2
Consolidated Balance Sheets at December 27, 2003 and
   December 28, 2002........................................   F-3
Consolidated Statements of Operations for the year ended
   December 27, 2003, the periods from July 22, 2002 to
   December 28, 2002 and from December 30, 2001 to July 21,
   2002, and for the year ended December 29, 2001...........   F-4
Consolidated Statements of Changes in Stockholders' Equity
   (Deficit) for the year ended December 27, 2003, the
   periods from July 22, 2002 to December 28, 2002 and from
   December 30, 2001 to July 21, 2002, and for the year
   ended December 29, 2001..................................   F-5
Consolidated Statements of Cash Flows for the year ended
   December 27, 2003, the periods from July 22, 2002 to
   December 28, 2002 and from December 30, 2001 to July 21,
   2002, and for the year ended December 29, 2001...........   F-6
Notes to Consolidated Financial Statements..................   F-7
LANDIS PLASTICS, INC.
INDEX TO FINANCIAL STATEMENTS

LANDIS PLASTICS, INC. AUDITED FINANCIAL STATEMENTS

Report of Independent Auditors..............................  F-35
Balance Sheets at December 31, 2002 and 2001................  F-36
Statements of Income and Retained Earnings for the years
   ended December 31, 2002 and 2001.........................  F-37
Statements of Cash Flows for the years ended December 31,
   2002 and 2001............................................  F-38
Notes to Financial Statements...............................  F-39
Report of Independent Auditors..............................  F-49
Balance Sheets at December 31, 2000 and 1999................  F-50
Statements of Income and Retained Earnings for the years
   ended December 31, 2000 and 1999.........................  F-51
Statements of Cash Flows for the years ended December 31,
   2000 and 1999............................................  F-52
Notes to Financial Statements...............................  F-53

LANDIS PLASTICS, INC. UNAUDITED INTERIM FINANCIAL STATEMENTS

Balance Sheets at September 28, 2003 and December 31,
   2002.....................................................  F-63
Statements of Income and Retained Earnings for the
   thirty-nine weeks ended September 28, 2003 and September
   29, 2002.................................................  F-64
Statements of Cash Flows for the thirty-nine weeks ended
   September 28, 2003 and September 29, 2002................  F-65
Notes to Financial Statements...............................  F-66
</Table>

                                       F-1
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

The Stockholders and Board of Directors
BPC Holding Corporation

We have audited the accompanying consolidated balance sheets of BPC Holding
Corporation (Holding) as of December 27, 2003, and December 28, 2002, and the
related consolidated statements of operations, changes in stockholders' equity
(deficit) and cash flows for the year ended December 27, 2003, for the periods
from July 22, 2002 to December 28, 2002 (Company), December 30, 2001 to July 21,
2002 (Predecessor), and the year ended December 29, 2001 (Predecessor). These
financial statements are the responsibility of Holding's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of BPC
Holding Corporation at December 27, 2003 and December 28, 2002, and the
consolidated results of its operations and its cash flows for the year ended
December 27, 2003, for the periods from July 22, 2002 to December 28, 2002
(Company), December 30, 2001 to July 21, 2002 (Predecessor), and the year ended
December 29, 2001 (Predecessor), in conformity with accounting principles
generally accepted in the United States.

As discussed in Note 2 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 142 "Goodwill and Other
Intangible Assets" on December 30, 2001.

/s/ Ernst & Young LLP
Indianapolis, Indiana
February 19, 2004

                                       F-2
<PAGE>

                            BPC HOLDING CORPORATION

                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
-----------------------------------------------------------------------------------------
                                                              DECEMBER 27,   DECEMBER 28,
  (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE INFORMATION)         2003           2002
-----------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents................................  $     26,192   $     15,613
   Accounts receivable (less allowance for doubtful accounts
     of $2,717 at December 27, 2003 and $1,990 at December
     28, 2002)..............................................        76,152         56,765
   Inventories:
      Finished goods........................................        61,556         50,002
      Raw materials and supplies............................        19,988         14,730
                                                              ---------------------------
                                                                    81,544         64,732
   Prepaid expenses and other current assets................        19,192          7,018
                                                              ---------------------------
Total current assets........................................       203,080        144,128
Property and equipment:
   Land.....................................................         7,935          7,040
   Buildings and improvements...............................        58,135         49,966
   Machinery, equipment and tooling.........................       249,291        139,486
   Construction in progress.................................        24,433         12,232
                                                              ---------------------------
                                                                   339,794        208,724
   Less accumulated depreciation............................        56,817         15,592
                                                              ---------------------------
                                                                   282,977        193,132
Intangible assets:
   Deferred financing fees, net.............................        22,283         20,116
   Customer relationships, net..............................        90,540         33,890
   Goodwill.................................................       376,769        336,260
   Trademarks...............................................        33,448         27,048
   Other intangibles, net...................................         6,656          5,883
                                                              ---------------------------
                                                                   529,696        423,197
Other.......................................................            53            119
                                                              ---------------------------
Total assets................................................  $  1,015,806   $    760,576
                                                              ---------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable.........................................  $     43,175   $     31,204
   Accrued expenses and other liabilities...................        21,335          9,926
   Accrued interest.........................................        18,132         14,239
   Employee compensation and payroll taxes..................        23,528         15,917
   Current portion of long-term debt........................         9,339          8,641
                                                              ---------------------------
Total current liabilities...................................       115,509         79,927
Long-term debt, less current portion........................       742,266        601,302
Deferred income taxes.......................................           720            640
Other long-term liabilities.................................         4,720          3,544
                                                              ---------------------------
Total liabilities...........................................       863,215        685,413
Stockholders' equity:
   Preferred stock; $.01 par value: 500,000 shares
     authorized; 0 shares issued and outstanding at December
     27, 2003 and December 28, 2002.........................             -              -
   Common stock; $.01 par value: 5,000,000 shares
     authorized; 3,397,637 shares issued; and 3,377,923
     shares outstanding at December 27, 2003 and 2,777,639
     shares issued and 2,757,922 shares outstanding at
     December 28, 2002......................................            34             28
   Additional paid-in capital...............................       344,363        281,816
   Adjustment of the carryover basis of continuing
     stockholders...........................................      (196,603)      (196,603)
   Notes receivable - common stock..........................       (14,157)       (14,399)
   Treasury stock: 19,714 shares and 0 shares of common
     stock at December 27, 2003 and December 28, 2002,
     respectively...........................................        (1,972)             -
   Retained earnings........................................        16,227          3,179
   Accumulated other comprehensive income...................         4,699          1,142
                                                              ---------------------------
Total stockholders' equity..................................       152,591         75,163
                                                              ---------------------------
Total liabilities and stockholders' equity..................  $  1,015,806   $    760,576
-----------------------------------------------------------------------------------------
</Table>

See notes to consolidated financial statements.
                                       F-3
<PAGE>

                            BPC HOLDING CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
----------------------------------------------------------------------------------------------
                                                COMPANY                    PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
      (IN THOUSANDS OF DOLLARS)            2003        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
<S>                                    <C>            <C>           <C>           <C>
Net sales............................  $    551,876   $   213,626   $   280,677   $    461,659
Cost of goods sold...................       420,750       163,815       207,458        338,000
                                       -------------------------------------------------------
Gross profit.........................       131,126        49,811        73,219        123,659
Operating expenses:
   Selling...........................        23,883        10,129        12,080         21,996
   General and administrative........        25,699         7,664        15,750         28,535
   Research and development..........         3,459         1,450         1,438          1,948
   Amortization of intangibles.......         3,326         1,159         1,249         12,802
   Merger expenses (Predecessor).....             -             -        20,987              -
   Other expenses....................         3,569         2,757         2,804          4,911
                                       -------------------------------------------------------
Operating income.....................        71,190        26,652        18,911         53,467
Other expenses (income):
   Loss (gain) on disposal of
      property and equipment.........            (7)            8           291            473
                                       -------------------------------------------------------
Income before interest and taxes.....        71,197        26,644        18,620         52,994
Interest:
   Expense...........................       (46,251)      (20,887)      (28,747)       (54,397)
   Loss on extinguished debt.........          (250)            -       (25,328)             -
   Income............................           838           375             5             42
                                       -------------------------------------------------------
Income (loss) before income taxes....        25,534         6,132       (35,450)        (1,361)
Income taxes.........................        12,486         2,953           345            734
                                       -------------------------------------------------------
Net income (loss)....................        13,048         3,179       (35,795)        (2,095)
Preferred stock dividends............             -             -        (6,468)        (9,790)
Amortization of preferred stock
  discount...........................             -             -          (574)        (1,024)
                                       -------------------------------------------------------
Net income (loss) attributable to
   common stockholders...............  $     13,048   $     3,179   $   (42,837)  $    (12,909)
----------------------------------------------------------------------------------------------
</Table>

See notes to consolidated financial statements.
                                       F-4
<PAGE>

                            BPC HOLDING CORPORATION

      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------

                                      COMMON         PREFERRED       TREASURY                               ADDITIONAL
                                       STOCK           STOCK           STOCK         WARRANTS      COMMON    PAID-IN
    (IN THOUSANDS OF DOLLARS)      (PREDECESSOR)   (PREDECESSOR)   (PREDECESSOR)   (PREDECESSOR)   STOCK     CAPITAL
----------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>             <C>             <C>             <C>      <C>
Predecessor:
Balance at December 30, 2000
   (Predecessor).................  $           6   $      36,986   $        (405)  $       9,386   $    -   $   35,041
                                   -----------------------------------------------------------------------------------
Net loss.........................              -               -               -               -        -            -
Translation loss.................              -               -               -               -        -            -
Stock-based compensation.........              -               -               -               -        -          796
Issuance of preferred stock......              -           9,779               -               -        -            -
Issuance of common stock.........              -               -               -               -        -          292
Accrued dividends on preferred
   stock.........................              -               -               -               -        -       (9,790)
Amortization of preferred stock
   discount......................              -           1,024               -               -        -       (1,024)
                                   -----------------------------------------------------------------------------------
Balance at December 29, 2001
   (Predecessor).................              6          47,789            (405)          9,386        -       25,315
                                   -----------------------------------------------------------------------------------
Net loss.........................              -               -               -               -        -            -
Translation gain.................              -               -               -               -        -            -
Amortization of preferred stock
   discount......................              -             574               -               -        -         (574)
Accrued dividends on preferred
   stock.........................              -               -               -               -        -       (6,468)
Stock-based compensation.........              -               -               -               -        -        1,920
Redemption of predecessor stock..             (6)        (48,363)            405          (9,386)       -      (20,193)
                                   -----------------------------------------------------------------------------------
Balance at July 21, 2002
   (Predecessor).................  $           -   $           -   $           -   $           -   $    -   $        -
                                   -----------------------------------------------------------------------------------
Company:
Fair value of rolled stock
   options.......................  $           -   $           -   $           -   $           -   $    -   $    5,056
Issuance of common stock.........              -               -               -               -       28      276,760
Notes receivable--common stock...              -               -               -               -        -            -
Interest on notes receivable.....              -               -               -               -        -            -
Adjustment of the carryover basis
   of continuing stockholders....              -               -               -               -        -            -
Translation gain.................              -               -               -               -        -            -
Other comprehensive losses.......              -               -               -               -        -            -
Net income.......................              -               -               -               -        -            -
                                   -----------------------------------------------------------------------------------
Balance at December 28, 2002
   (Company).....................              -               -               -   $           -       28      281,816
                                   -----------------------------------------------------------------------------------
Issuance of common stock.........              -               -               -               -        6       62,547
Purchase of treasury stock.......              -               -               -               -        -            -
Interest on notes receivable.....              -               -               -               -        -            -
Translation gain.................              -               -               -               -        -            -
Other comprehensive losses.......              -               -               -               -        -            -
Net income.......................              -               -               -               -        -            -
                                   -----------------------------------------------------------------------------------
Balance at December 27, 2003
   (Company).....................  $           -   $           -               -   $           -   $   34   $  344,363
----------------------------------------------------------------------------------------------------------------------

<Caption>
---------------------------------  -----------------------------------------------------------------------------------------------
                                   ADJUSTMENT OF
                                   THE CARRYOVER      NOTES                               ACCUMULATED
                                     BASIS OF      RECEIVABLE--              RETAINED        OTHER                   COMPREHENSIVE
                                    CONTINUING        COMMON      TREASURY   EARNINGS    COMPREHENSIVE                  INCOME
    (IN THOUSANDS OF DOLLARS)      STOCKHOLDERS       STOCK        STOCK     (DEFICIT)   INCOME (LOSS)     TOTAL        (LOSS)
---------------------------------  -----------------------------------------------------------------------------------------------
<S>                                <C>             <C>            <C>        <C>         <C>             <C>         <C>
Predecessor:
Balance at December 30, 2000
   (Predecessor).................  $           -   $         -    $     -    $(218,168)  $        (843)  $(137,997)
                                   -----------------------------------------------------------------------------------------------
Net loss.........................              -             -          -       (2,095)              -      (2,095)  $      (2,095)
Translation loss.................              -             -          -            -            (586)       (586)           (586)
Stock-based compensation.........              -             -          -            -               -         796               -
Issuance of preferred stock......              -             -          -            -               -       9,779               -
Issuance of common stock.........              -             -          -            -               -         292               -
Accrued dividends on preferred
   stock.........................              -             -          -            -               -      (9,790)              -
Amortization of preferred stock
   discount......................              -             -          -            -               -           -               -
                                   -----------------------------------------------------------------------------------------------
Balance at December 29, 2001
   (Predecessor).................              -             -          -     (220,263)         (1,429)   (139,601)         (2,681)
                                   -----------------------------------------------------------------------------------------------
Net loss.........................              -             -          -      (35,795)              -     (35,795)        (35,795)
Translation gain.................              -             -          -            -           1,429       1,429           1,429
Amortization of preferred stock
   discount......................              -             -          -            -               -           -               -
Accrued dividends on preferred
   stock.........................              -             -          -            -               -      (6,468)              -
Stock-based compensation.........              -             -          -            -               -       1,920               -
Redemption of predecessor stock..              -             -          -      256,058               -     178,515               -
                                   -----------------------------------------------------------------------------------------------
Balance at July 21, 2002
   (Predecessor).................  $           -   $         -    $     -    $       -   $           -   $       -   $     (34,366)
                                   -----------------------------------------------------------------------------------------------
Company:
Fair value of rolled stock
   options.......................  $           -   $         -    $     -    $       -   $           -   $   5,056   $           -
Issuance of common stock.........              -             -          -            -               -     276,788               -
Notes receivable--common stock...              -       (14,079)         -            -               -     (14,079)              -
Interest on notes receivable.....              -          (320)         -            -               -        (320)              -
Adjustment of the carryover basis
   of continuing stockholders....       (196,603)            -          -            -               -    (196,603)              -
Translation gain.................              -             -          -            -           2,091       2,091           2,091
Other comprehensive losses.......              -             -          -            -            (949)       (949)           (949)
Net income.......................              -             -          -        3,179               -       3,179           3,179
                                   -----------------------------------------------------------------------------------------------
Balance at December 28, 2002
   (Company).....................       (196,603)      (14,399)         -        3,179           1,142      75,163           4,321
                                   -----------------------------------------------------------------------------------------------
Issuance of common stock.........              -             -          -            -               -      62,553               -
Purchase of treasury stock.......              -           999     (1,972)           -               -        (973)              -
Interest on notes receivable.....              -          (757)         -            -               -        (757)              -
Translation gain.................              -             -          -            -           3,645       3,645           3,645
Other comprehensive losses.......              -             -          -            -             (88)        (88)            (88)
Net income.......................              -             -          -       13,048               -      13,048          13,048
                                   -----------------------------------------------------------------------------------------------
Balance at December 27, 2003
   (Company).....................  $    (196,603)  $   (14,157)   $(1,972)   $  16,227   $       4,699   $ 152,591   $      16,605
---------------------------------
</Table>

See notes to consolidated financial statements.

                                       F-5
<PAGE>

                            BPC HOLDING CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------
                                                           COMPANY                    PREDECESSOR
                                                  --------------------------   --------------------------
                                                   YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                                  DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
(IN THOUSANDS OF DOLLARS)                             2003        12/28/02       7/21/02         2001
---------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>           <C>           <C>
OPERATING ACTIVITIES
Net income (loss)...............................  $     13,048   $     3,179   $   (35,795)  $     (2,095)
Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
   Depreciation.................................        40,752        16,031        23,526         38,105
   Non-cash interest expense....................         2,318         1,077         1,399         11,268
   Amortization of intangibles..................         3,326         1,159         1,249         12,802
   Non-cash compensation........................             -             -         1,920            796
   Loss on extinguished debt (Predecessor)......             -             -        25,328              -
   Loss (gain) on sale of property and
      equipment.................................            (7)            8           291            473
   Deferred income taxes........................        11,791         2,710             -              -
   Changes in operating assets and liabilities:
      Accounts receivable, net..................          (598)        8,717       (15,986)         2,869
      Inventories...............................         5,600        (4,091)       (4,255)        (4,017)
      Prepaid expenses and other receivables....        (2,582)       (1,280)         (603)           (50)
      Other assets..............................            32          (354)        2,042         (2,000)
      Accrued interest..........................         3,894        (3,686)        6,741         (1,042)
      Payables and accrued expenses.............         2,199        (7,422)        4,735         (2,761)
                                                  -------------------------------------------------------
Net cash provided by operating activities.......        79,773        16,048        10,592         54,348
INVESTING ACTIVITIES
Additions to property and equipment.............       (29,949)      (11,287)      (17,396)       (32,834)
Proceeds from disposal of property and
   equipment....................................             7             8             9             93
Transaction costs...............................             -       (12,398)            -              -
Acquisitions of businesses......................      (235,710)            -        (3,834)       (23,549)
                                                  -------------------------------------------------------
Net cash used for investing activities..........      (265,652)      (23,677)      (21,221)       (56,290)
FINANCING ACTIVITIES
Proceeds from long-term borrowings..............       149,944       580,000        24,492         15,606
Payments on long-term borrowings................       (10,111)     (507,314)      (13,924)       (24,088)
Issuance of preferred stock and warrants........             -             -             -          9,779
Issuance of common stock........................        62,553       260,902             -            292
Purchase of treasury stock......................          (973)            -             -              -
Redemption of predecessor stock.................             -      (290,672)            -              -
Debt financing costs............................        (4,592)      (21,103)            -         (1,009)
                                                  -------------------------------------------------------
Net cash provided by financing activities.......       196,821        21,813        10,568            580
Effect of exchange rate changes on cash.........          (363)        1,073          (815)           540
                                                  -------------------------------------------------------
Net increase (decrease) in cash and cash
   equivalents..................................        10,579        15,257          (876)          (822)
Cash and cash equivalents at beginning of
   period.......................................        15,613           356         1,232          2,054
                                                  -------------------------------------------------------
Cash and cash equivalents at end of period......  $     26,192   $    15,613   $       356   $      1,232
---------------------------------------------------------------------------------------------------------
</Table>

See notes to consolidated financial statements.

                                       F-6
<PAGE>

                            BPC HOLDING CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (IN THOUSANDS OF DOLLARS, EXCEPT AS OTHERWISE NOTED)

NOTE 1. ORGANIZATION

BPC Holding Corporation ("Holding"), through its subsidiary Berry Plastics
Corporation ("Berry" or the "Company") and its subsidiaries Berry Iowa
Corporation, Berry Tri-Plas Corporation, Aerocon, Inc., PackerWare Corporation,
Berry Plastics Design Corporation, Venture Packaging, Inc. and its subsidiaries
Venture Packaging Midwest, Inc. and Berry Plastics Technical Services, Inc., NIM
Holdings Limited and its subsidiary Berry Plastics U.K. Limited, Knight
Plastics, Inc., CPI Holding Corporation and its subsidiary Cardinal Packaging,
Inc., Poly-Seal Corporation, Ociesse S.r.l and its subsidiary Capsol Berry
Plastics S.p.a., and Landis Plastics, Inc. manufactures and markets plastic
packaging products through its facilities located in Evansville, Indiana;
Henderson, Nevada; Iowa Falls, Iowa; Charlotte, North Carolina; Suffolk,
Virginia; Lawrence, Kansas; Monroeville, Ohio; Norwich, England; Woodstock,
Illinois; Streetsboro, Ohio; Baltimore, Maryland; Milan, Italy; Chicago,
Illinois; Richmond, Indiana; Syracuse, New York; and Phoenix, Arizona.

In 2002, the Company closed its Fort Worth, Texas facility, which was acquired
in connection with the acquisition of Pescor Plastics, Inc. in May 2001. In
2003, the Company initiated the process of closing its Monticello, Indiana
facility, which was acquired in connection with the acquisition of Landis
Plastics, Inc. in November 2003. The business from these closed locations has
been distributed throughout Berry's facilities.

Holding's fiscal year is a 52/53 week period ending generally on the Saturday
closest to December 31. All references herein to "2003", "2002," and "2001,"
relate to the fiscal years ended December 27, 2003, December 28, 2002, and
December 29, 2001, respectively. Due to the Merger (see Note 3), fiscal 2002
consists of two separate periods of December 30, 2001 to July 21, 2002
(Predecessor) and July 22, 2002 to December 28, 2002 (Company).

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION AND BUSINESS

The consolidated financial statements include the accounts of Holding and its
subsidiaries, all of which are wholly owned. Intercompany accounts and
transactions have been eliminated in consolidation. Holding, through its wholly
owned subsidiaries, operates in three primary segments: containers, closures,
and consumer products. The Company's customers are located principally
throughout the United States, without significant concentration in any one
region or with any one customer. The Company performs periodic credit
evaluations of its customers' financial condition and generally does not require
collateral.

Purchases of various densities of plastic resin used in the manufacture of the
Company's products aggregated approximately $140.3 million and $113.0 million in
2003 and 2002, respectively. Dow Chemical Corporation was the largest supplier
of the Company's total resin material requirements, representing approximately
35% and 43% of such resin requirements in 2003 and 2002, respectively. The
Company also uses other suppliers such as Chevron, Nova, Equistar, Atofina,
Basell, Sunoco, and ExxonMobil to meet its resin requirements.

                                       F-7
<PAGE>

CASH AND CASH EQUIVALENTS

All highly liquid investments with maturity of three months or less at the date
of purchase are considered to be cash equivalents.

ACCOUNTS RECEIVABLE

The allowance for doubtful accounts is analyzed in detail on a quarterly basis
and all significant customers with delinquent balances are reviewed to determine
future collectibility. The determinations are based on legal issues (such as
bankruptcy status), past history, current financial and credit agency reports,
and the experience of the credit representatives. Reserves are established in
the quarter in which the Company makes the determination that the account is
deemed uncollectible. The Company maintains additional reserves based on its
historical bad debt experience. The following table summarizes the activity by
period for the allowance for doubtful accounts.

<Table>
<Caption>
----------------------------------------------------------------------------------------------
                                                COMPANY                    PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
                                           2003        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
<S>                                    <C>            <C>           <C>           <C>
Balance at beginning of period.......  $      1,990   $     2,063   $     2,070   $      1,724
Charged to costs and expenses........           150          (291)          164            337
Charged to other accounts(1).........           545             -             -            295
Deductions(2)........................            32           218          (171)          (286)
                                       -------------------------------------------------------
Balance at end of period.............  $      2,717   $     1,990   $     2,063   $      2,070
----------------------------------------------------------------------------------------------
</Table>

(1) Primarily relates to purchase of accounts receivable and related allowance
through acquisitions.

(2) Uncollectible accounts written off, net of recoveries.

INVENTORIES

Inventories are valued at the lower of cost (first in, first out method) or
market.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed primarily by
the straight-line method over the estimated useful lives of the assets ranging
from 15 to 25 years for buildings and improvements and two to 10 years for
machinery, equipment, and tooling. Repairs and maintenance costs are charged to
expense as incurred.

INTANGIBLE ASSETS

Deferred financing fees are being amortized using the straight-line method over
the lives of the respective debt agreements.

Customer relationships are being amortized using the straight-line method over
the estimated life of the relationships ranging from three to 20 years.

The costs in excess of net assets acquired represent the excess purchase price
over the fair value of the net assets acquired in the Merger (see Note 3 below)
and businesses acquired since the

                                       F-8
<PAGE>

Merger. These costs are reviewed annually for impairment pursuant to SFAS No.
142, Goodwill and Other Intangible Assets.

Trademarks are reviewed for impairment annually pursuant to SFAS No. 142.

Other intangibles, which include covenants not to compete and technology-based
intangibles, are being amortized using the straight-line method over the
respective lives of the agreements or estimated life of the technology ranging
from one to twenty years.

LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment in accordance with SFAS No. 144
whenever facts and circumstances indicate that the carrying amount may not be
recoverable. Specifically, this process involves comparing an asset's carrying
value to the estimated undiscounted future cash flows the asset is expected to
generate over its remaining life. If this process were to result in the
conclusion that the carrying value of a long-lived asset would not be
recoverable, a write-down of the asset to fair value would be recorded through a
charge to operations. Fair value is determined based upon discounted cash flows
or appraisals as appropriate. Long-lived assets that are held for sale are
reported at the lower of the assets' carrying amount or fair value less costs
related to the assets' disposition. No impairments were recorded in these
financial statements.

DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses an interest rate collar to manage a portion of its interest
rate exposures. The instrument was entered into to manage market risk exposures
and is not used for trading purposes. Management routinely reviews the
effectiveness of the use of derivative instruments. The Company has recognized
the interest rate collar at its fair value in the consolidated balance sheets.

FOREIGN CURRENCY TRANSLATION

Assets and liabilities of most foreign subsidiaries are translated at exchange
rates in effect at the balance sheet date, and the statements of operations are
translated at the average monthly exchange rates for the period. Translation
gains and losses are recorded as a component of accumulated other comprehensive
income (loss) in stockholders' equity. Foreign currency transaction gains and
losses are included in net income (loss).

REVENUE RECOGNITION

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements" ("SAB 101") and SEC Staff
Accounting Bulletin No. 104, "Revenue Recognition" ("SAB 104"). Revenue is
recognized when the title and risk of loss have passed to the customer, there is
persuasive evidence of an arrangement, delivery has occurred or services have
been rendered, the sales price is fixed or determinable, and collectibility is
reasonably assured.

STOCK-BASED COMPENSATION

Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for
Stock-Based Compensation--Transition and Disclosure," established accounting and
disclosure requirements using a fair-

                                       F-9
<PAGE>

value-based method of accounting for stock-based employee compensation plans. As
provided for under SFAS 123, the Company accounts for stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
Opinion 25, "Accounting for Stock Issued to Employees." Compensation cost for
stock options, if any, is measured as the excess of the fair value of the
Company's stock at the date of grant over the amount an employee must pay to
acquire the stock. The fair value for options granted by Holding have been
estimated at the date of grant using a Black Scholes option pricing model with
the following weighted average assumptions:

<Table>
<Caption>
----------------------------------------------------------------------------------------------
                                                          COMPANY                  PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
                                           2003        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
<S>                                    <C>            <C>           <C>           <C>
Risk-free interest rate..............          3.0%          4.0%          4.0%           5.5%
Dividend yield.......................          0.0%          0.0%          0.0%           0.0%
Volatility factor....................           .25           .25           .25            .28
Expected option life.................     5.0 years     5.0 years     5.0 years      6.5 years
----------------------------------------------------------------------------------------------
</Table>

For purposes of the pro forma disclosures, the estimated fair value of the stock
options are amortized to expense over the related vesting period. Because
compensation expense is recognized over the vesting period, the initial impact
on pro forma net income (loss) may not be representative of compensation expense
in future years, when the effect of amortization of multiple awards would be
reflected in the Consolidated Statement of Operations. The following is a
reconciliation of reported net income (loss) to net income (loss) as if the
Company used the fair value method of accounting for stock-based compensation.

<Table>
<Caption>
----------------------------------------------------------------------------------------------
                                                          COMPANY                  PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
                                           2003        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
<S>                                    <C>            <C>           <C>           <C>
Reported net income (loss)...........  $     13,048   $     3,179   $   (35,795)  $     (2,095)
Stock-based employee compensation
   expense included in reported
   income (loss), net of tax.........             -             -         1,920            796
Total stock-based employee
   compensation expense determined
   under fair value based method, for
   all awards, net of tax............        (2,044)         (856)         (371)        (1,401)
                                       -------------------------------------------------------
Pro forma net income (loss)..........  $     11,004   $     2,323   $   (34,246)  $     (2,700)
----------------------------------------------------------------------------------------------
</Table>

INCOME TAXES

The Company accounts for income taxes under the asset and liability approach,
which requires the recognition of deferred tax assets and liabilities for the
expected future tax consequence of events that have been recognized in the
Company's financial statements or income tax returns. Income taxes are
recognized during the year in which the underlying transactions are reflected

                                       F-10
<PAGE>

in the Consolidated Statements of Operations. Deferred taxes are provided for
temporary differences between amounts of assets and liabilities as recorded for
financial reporting purposes and such amounts as measured by tax laws.

COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) is comprised of net income (loss) and other
comprehensive income (loss). Other comprehensive income (loss) includes
unrealized gains or losses on derivative financial instruments, unrealized gains
or losses resulting from currency translations of foreign investments, and
adjustments to record the minimum pension liability.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of any contingent assets and liabilities at the financial statement
date and reported amounts of revenue and expenses during the reporting period.
On an on-going basis, the Company reviews its estimates and assumptions. The
Company's estimates were based on its historical experience and various other
assumptions that the Company believes to be reasonable under the circumstances.
Actual results are likely to differ from those estimates under different
assumptions or conditions, but management does not believe such differences will
materially affect the Company's financial position or results of operations.

RECLASSIFICATIONS

Certain amounts in the prior year financial statements and related notes have
been reclassified to conform to the current year presentation.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2001, the FASB issued SFAS No. 141, Business Combinations and SFAS No.
142, Goodwill and Other Intangible Assets. These pronouncements significantly
change the accounting for business combinations, goodwill, and intangible
assets. SFAS No. 141 eliminates the pooling-of-interests method of accounting
for business combinations and further clarifies the criteria to recognize
intangible assets separately from goodwill. The requirements of SFAS No. 141
became effective for any business combination completed after June 30, 2001.
SFAS No. 142 states goodwill and indefinite lived intangible assets are no
longer amortized but are reviewed for impairment annually (or more frequently if
impairment indicators arise). Separable intangible assets that are deemed to
have a finite life will continue to be amortized over their estimated useful
lives. The Company adopted the provisions of SFAS Nos. 141 and 142 as of the
beginning of fiscal 2002. The Merger (see Note 3) and subsequent acquisitions
(see Note 4) have been accounted for under the purchase method of accounting,
and accordingly, the purchase price has been allocated to the identifiable
assets and liabilities

                                       F-11
<PAGE>

based on estimated fair values at the acquisition date. The following table
presents the results of the Company on a comparable basis:

<Table>
<Caption>
----------------------------------------------------------------------------------------------
                                                          COMPANY                  PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
                                           2001        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
<S>                                    <C>            <C>           <C>           <C>
Reported net income (loss)...........  $     13,048   $     3,179   $   (35,795)  $     (2,095)
Goodwill amortization, net of tax....             -             -             -          9,964
                                       -------------------------------------------------------
Adjusted net income (loss)...........  $     13,048   $     3,179   $   (35,795)  $      7,869
----------------------------------------------------------------------------------------------
</Table>

In April 2002, the 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 reclassified the
extraordinary item in the Statements of Operations to continuing operations in
its 2003 financial statements.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." The interpretation expands on the disclosure
requirements to be made in interim and annual financial statements. The
interpretation also requires that a liability measured at fair value be
recognized for guarantees even if the probability of payment on the guarantee is
remote. The recognition provisions apply on a prospective basis for guarantees
issued or modified after December 31, 2002. The Company's adoption of the
interpretation at the beginning of fiscal 2003 did not have a material effect on
the Company's accounting or reporting of its guarantees.

In 2003, the FASB issued Interpretation No. 46 ("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 effective for
2003. 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 VIE's. The adoption of FIN 46 did not have a material impact
on the financial position or results of operations of the Company.

Also in 2003, Emerging Issues Task Force ("EITF") reached a consensus on issue
No. 02-16 ("EITF 02-16"), "Accounting by a Customer (Including a Reseller) for
Certain Consideration Received from a Vendor". EITF 02-16 addressed accounting
for cash consideration received by a reseller from a vendor. Cash consideration
received by a customer from a vendor is presumed to be a reduction of the prices
of the vendor's products or services and should be characterized

                                       F-12
<PAGE>

as a reduction of cost of sales when recognized in the customer's income
statement. However, if the consideration is a payment for assets or services
delivered to the vendor, the cash consideration is characterized as revenue when
recognized in the customer's income statement. The EITF also addressed rebates
or refunds and how they should be recognized as a reduction of cost of sales. In
order to recognize a rebate or refund, it must be probable and reasonably
estimable, otherwise, it is not recognized until each specified criteria is met.
The adoption of EITF 02-16 did not have a material impact on the financial
position or results of operations of the Company.

In April 2003, the FASB issued Statement of Financial Accounting Standards No.
149 ("SFAS No. 149"), "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities". 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
adoption of SFAS No. 149 did not have a material impact on the financial
position or results of operations of the Company.

In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, "Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" ("SFAS No. 150"). SFAS No. 150 establishes standards for
how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify certain financial instruments as a liability (or as an asset in some
circumstances). SFAS No. 150 was effective for the Company at the beginning of
the first interim period beginning after June 15, 2003. The adoption of SFAS No.
150 did not have a material impact on the financial position or results of
operations of the Company.

In December 2003, the United States Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin ("SAB") No. 104 ("SAB 104"), "Revenue
Recognition". SAB 104 updates portions of the SEC staff's interpretive guidance
provided in SAB 101 and included in Topic 13 of the Codification of Staff
Accounting Bulletins. SAB 104 deletes interpretative material no longer
necessary, and conforms the interpretive material retained, because of
pronouncements issued by the FASB Emerging Issues Task Force on various revenue
recognition topics, including EITF 00-21. The Company adopted this standard on a
prospective basis. The adoption of SAB 104 did not have an impact on the
financial position or results of operations of the Company.

NOTE 3. THE MERGER

On July 22, 2002, GS Berry Acquisition Corp., (the "Buyer") a newly formed
entity controlled by various private equity funds affiliated with Goldman, Sachs
& Co., merged (the "Merger") 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
Merger, (i) each share of common stock of BPC Holding Corporation issued and
outstanding immediately prior to the effective time of the Merger was converted
into the right to receive cash pursuant to the terms of the merger agreement,
and (ii) each share of common stock of the Buyer issued and outstanding
immediately prior to the effective time of the Merger was converted into one
share of common stock of BPC Holding.

The total amount of funds required to consummate the Merger and to pay estimated
fees and expenses related to the Merger, including amounts related to the
repayment of indebtedness, the redemption of the outstanding preferred stock and
accrued dividends, the redemption of outstanding warrants, and the payment of
transaction costs incurred by Holding, were

                                       F-13
<PAGE>

approximately $870.7 million (which includes the amount of certain indebtedness
which remained outstanding and the value of certain shares of Holding common
stock held by employees that were contributed to the Buyer immediately prior to
the Merger). Immediately following the Merger, the Buyer and its affiliates
owned approximately 63% of the common stock of Holding. The remaining common
stock of Holding is held by J.P. Morgan Partners Global Investors, L.P. and
other private equity funds affiliated with J.P. Morgan Partners, LLC, the
private equity investment arm of J.P. Morgan Chase & Co., which own
approximately 29% of Holding's common stock and by members of Berry's
management, which own the remaining 8%.

The Merger has been accounted for under the purchase method of accounting, and
accordingly, the purchase price has been allocated to the identifiable assets
and liabilities based on estimated fair values at the acquisition date. The
Company has applied the provisions of Emerging Issues Task Force 88-16, Basis in
Leveraged Buyout Transactions, whereby, the carryover equity interests of
certain shareholders from the Predecessor to the Company were recorded at their
Company basis. The application of these provisions reduced stockholder's equity
and intangibles by $196.6 million. In connection with the Merger, the
Predecessor incurred Merger 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 fees to the largest voting
stockholder of the Predecessor. The allocation is preliminary and is subject to
adjustments as any future reductions to the valuation allowance against deferred
tax assets will be credited to goodwill. In addition, as a result of
extinguishing debt in connection with the Merger, $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 a loss on extinguished debt. The following
table summarizes the allocation of purchase price.

<Table>
<Caption>
-----------------------------------------------------------------------
<S>                                                           <C>
Purchase price..............................................  $ 836,692
Buyer transaction costs.....................................     12,927
Net tangible assets acquired................................   (260,022)
Intangible assets acquired..................................    (67,045)
Adjustment for carryover basis of continuing stockholders...   (196,603)
                                                              ---------
Goodwill....................................................  $ 325,949
-----------------------------------------------------------------------
</Table>

NOTE 4. ACQUISITIONS

On January 24, 2002, Berry acquired the Alcoa Flexible Packaging injection
molding assets of Mount Vernon Plastics Corporation ("Mount Vernon") for
aggregate consideration of approximately $2.6 million. The purchase price was
allocated to fixed assets ($2.0 million) and inventory ($0.6 million). The
purchase was financed through borrowings under the Company's revolving line of
credit under its retired senior credit facility. The operations of Mount Vernon
are included in Berry's operations since the acquisition date using the purchase
method of accounting. On January 31, 2002, Berry entered into a sale/leaseback
arrangement with respect to the Mount Vernon fixed assets.

On February 25, 2003, Berry acquired the 400 series continuous threaded
injection molded closure assets from CCL Plastic Packaging located in Los
Angeles, California ("CCL Acquisition") for aggregate consideration of
approximately $4.6 million. The purchase price was allocated to

                                       F-14
<PAGE>

fixed assets ($2.7 million), inventory ($1.1 million), customer relationships
($0.5 million), goodwill ($0.2 million), and other intangibles ($0.1 million).
The purchase was financed through borrowings under the Company's revolving line
of credit. The operations from the CCL Acquisition are included in Berry's
operations since the acquisition date using the purchase method of accounting.

On May 30, 2003, Berry acquired the injection molded overcap lid assets from APM
Inc. located in Benicia, California ("APM Acquisition") for aggregate
consideration of approximately $0.6 million. The purchase price was allocated to
fixed assets ($0.3 million), inventory ($0.1 million), goodwill ($0.1 million)
and other intangibles ($0.1 million). The purchase was financed through cash
provided by operations. The operations from the APM Acquisition are included in
Berry's operations since the acquisition date using the purchase method of
accounting.

On November 20, 2003, Berry acquired Landis Plastics, Inc. (the "Landis
Acquisition") for aggregate consideration of approximately $229.7 million,
including deferred financing fees. The operations from the Landis Acquisition
are included in Berry's operations since the acquisition date using the purchase
method of accounting. The purchase was financed through the issuance by Berry of
$85.0 million aggregate principal amount of 10 3/4% senior subordinated notes to
various institutional buyers, which resulted in gross proceeds of $95.2 million,
aggregate net borrowings of $54.1 million under Berry's amended and restated
senior secured credit facility from new term loans after giving effect to the
refinancing of the prior term loan, an aggregate common equity contribution of
$62.0 million, and cash on hand. Berry also agreed to acquire, for $32.0
million, four facilities that Landis leased from certain of its affiliates.
Prior to the closing of the Landis Acquisition, the rights and obligations to
purchase the four facilities owned by affiliates of Landis were assigned to an
affiliate of W.P. Carey & Co., L.L.C., which affiliate subsequently entered into
a lease with Landis for the four facilities. In accordance with EITF 95-3, the
Company established opening balance sheet reserves totaling $3.2 million related
to plant shutdown, severance and unfavorable lease arrangement costs, which were
reduced to $2.9 million at December 27, 2003 as a result of payments made in
fiscal 2003. The following table summarizes the estimated fair values of the
assets acquired and liabilities assumed at the date of acquisition. The
allocation is preliminary

                                       F-15
<PAGE>

and subject to change based on actual expenses and adjustments of estimated
receivables and reserves.

<Table>
<Caption>
--------------------------------------------------------------------------
                                                              NOVEMBER 20,
                                                                      2003
--------------------------------------------------------------------------
<S>                                                           <C>
Current assets..............................................  $     49,901
Property and equipment......................................        93,722
Goodwill....................................................        49,393
Customer relationships......................................        58,200
Trademarks..................................................         6,400
Covenants not to compete....................................           800
                                                              ------------
Total assets................................................  $    258,416
                                                              ------------
Current liabilities.........................................  $     27,253
Intercompany debt...........................................       231,163
Stockholders' equity........................................             -
                                                              ------------
Total liabilities and stockholders' equity..................  $    258,416
--------------------------------------------------------------------------
</Table>

The pro forma financial results presented below are unaudited and assume that
the Landis Acquisition occurred at the beginning of the respective period. Pro
forma results have not been adjusted to reflect the acquisitions of Mount
Vernon, CCL, or APM as they do not differ materially from the pro forma results
presented below. The information presented is for informational purposes only
and is not necessarily indicative of the operating results that would have
occurred had the Landis Acquisition been consummated at the above dates, nor are
they necessarily indicative of future operating results. Further, the
information reflects only pro forma adjustments for additional interest expense
and amortization and the elimination of the Merger expenses and loss on
extinguished debt in connection with the Merger, net of the applicable income
tax effects.

<Table>
<Caption>
----------------------------------------------------------------------------------------------
                                                                         COMPANY   PREDECESSOR
                                                      --------------------------   -----------
                                                        YEAR ENDED   PERIOD FROM   PERIOD FROM
                                                      DECEMBER 27,      7/22/02-     12/30/01-
                                                              2003      12/28/02       7/21/02
----------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>           <C>
Pro forma net sales.................................  $    749,591   $   311,875   $   394,041
Pro forma net income (loss).........................         5,526         3,520        (1,062)
----------------------------------------------------------------------------------------------
</Table>

                                       F-16
<PAGE>

NOTE 5. INTANGIBLE ASSETS

Intangible assets consist of the following:

<Table>
<Caption>
-----------------------------------------------------------------------------------------
                                                              DECEMBER 27,   DECEMBER 28,
                                                                      2003           2002
-----------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
Deferred financing fees.....................................  $     26,043   $     21,411
Customer relationships......................................        93,561         34,664
Goodwill....................................................       376,769        336,260
Trademarks..................................................        33,448         27,048
Covenants not to compete and other..........................         2,757          1,656
Technology-based............................................         5,023          4,982
Accumulated amortization....................................        (7,905)        (2,824)
                                                              ---------------------------
                                                              $    529,696   $    423,197
-----------------------------------------------------------------------------------------
</Table>

The changes in intangible assets are primarily the result of the Landis
Acquisition, amortization of definite lived intangibles, and the application of
SFAS No. 141.

Future amortization expense for definite lived intangibles at December 27, 2003
for the next five fiscal years is approximately $8.2 million, $8.1 million, $8.0
million, $7.9 million, and $7.8 million for fiscal 2004, 2005, 2006, 2007, and
2008, respectively.

NOTE 6. LONG-TERM DEBT

Long-term debt consists of the following:

<Table>
<Caption>
-----------------------------------------------------------------------------------------
                                                              DECEMBER 27,   DECEMBER 28,
                                                                      2003           2002
-----------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
Berry 10 3/4% Senior Subordinated Notes.....................  $    335,000   $    250,000
Debt premium on 10 3/4% Notes, net..........................        10,053              -
Term loans..................................................       380,000        329,175
Revolving lines of credit...................................           342            692
Nevada Industrial Revenue Bonds.............................         2,000          2,500
Capital leases..............................................        24,210         27,576
                                                              ---------------------------
                                                                   751,605        609,943
Less current portion of long-term debt......................         9,339          8,641
                                                              ---------------------------
                                                              $    742,266   $    601,302
-----------------------------------------------------------------------------------------
</Table>

BERRY 10 3/4% SENIOR SUBORDINATED NOTES

On July 22, 2002, Berry completed an offering of $250.0 million aggregate
principal amount of 10 3/4% Senior Subordinated Notes due 2012 (the "2002
Notes"). The net proceeds to Berry from the sale of the 2002 Notes, after
expenses, were $239.4 million. The proceeds from the 2002 Notes were used in the
financing of the Merger. On November 20, 2003, Berry completed an offering of
$85.0 million aggregate principal amount of 10 3/4% Senior Subordinated Notes
due 2012 (the "Add-on Notes"). The net proceeds to Berry from the sale of the
Add-on Notes, after

                                       F-17
<PAGE>

expenses, were $91.8 million. The proceeds from the Add-on Notes were used in
the financing of the Landis Acquisition. The 2002 Notes and Add-on Notes mature
on July 15, 2012. Interest is payable semi-annually on January 15 and July 15 of
each year, which commenced on January 15, 2003 with respect to the 2002 Notes
and commenced on January 15, 2004 with respect to the Add-on Notes. Holding and
all of Berry's domestic subsidiaries fully, jointly, severally, and
unconditionally guarantee on a senior subordinated basis the 2002 Notes and
Add-on Notes. The 2002 Notes and Add-on Notes are not guaranteed by the 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.

Berry is not required to make mandatory redemption or sinking fund payments with
respect to the 2002 Notes and Add-on Notes. On or subsequent to July 15, 2007,
the 2002 Notes and Add-on Notes may be redeemed at the option of Berry, 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 2002 Notes and Add-on
Notes may be redeemed at 110.75% of the principal amount at the option of Berry
in connection with an equity offering. Upon a change in control, as defined in
the indenture under which the 2002 Notes and Add-on Notes were issued (the
"Indenture"), each holder of notes will have the right to require Berry 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 2002 Notes and Add-on Notes are treated as a single class under the
Indenture.

AMENDED AND RESTATED CREDIT FACILITY

In connection with the Merger in 2002, the Company 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 (the
"Credit Facility"). On November 10, 2003, in connection with the Landis
Acquisition, the Credit Facility was amended and restated (the "Amended and
Restated Credit Facility"). The Amended and Restated Credit Facility provides
(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. On November 10,
2003, we used $325.9 million to refinance in full the balance outstanding under
our prior term loan in the Credit Facility. The remaining $4.1 million was used
to fund a portion of the purchase price for the Landis Acquisition. The $50.0
million delayed draw facility was drawn on November 20, 2003 to fund a portion
of the purchase price for the Landis Acquisition. The maturity date of the term
loan and delayed draw term loan is July 22, 2010, and the maturity date of the
revolving credit facility is July 22, 2008. The indebtedness under the Amended
and Restated Credit Facility is guaranteed by BPC Holding and all of its
domestic subsidiaries. The obligations of Berry Plastics under the Amended and
Restated Credit Facility and the guarantees thereof are secured by substantially
all of the assets of such entities. At December 27, 2003, there were no
borrowings outstanding on the revolving credit facility. The revolving credit
facility allows up to $25.0 million of letters of credit to be issued instead of
borrowings under the revolving credit facility and up to $10.0 million of
swingline loans.

The Amended and Restated Credit Facility contains significant financial and
operating covenants, including prohibitions on the ability to incur certain
additional indebtedness or to pay dividends, and restrictions on the ability to
make capital expenditures. The Amended and Restated Credit Facility also
contains borrowing conditions and customary events of default, including
nonpayment of principal or interest, violation of covenants, inaccuracy of
representations and warranties, cross-defaults to other indebtedness, bankruptcy
and other insolvency

                                       F-18
<PAGE>

events (other than in the case of certain foreign subsidiaries). The Company was
in compliance with all the financial and operating covenants at December 27,
2003. The term loan amortizes quarterly as follows: $825,000 each quarter
through June 30, 2009 and $77,756,250 each quarter beginning September 30, 2009
and ending June 30, 2010. The delayed draw term loan facility will amortize
$125,000 each quarter beginning September 30, 2004 through June 30, 2009 and
$11,875,000 each quarter beginning September 30, 2009 and ending June 30, 2010.

Borrowings under the Amended and Restated Credit Facility bear interest, at the
Company's option, at either (i) a base rate (equal to the greater of the prime
rate and the federal funds rate plus 0.5%) plus the applicable margin (the "Base
Rate Loans") or (ii) an adjusted eurodollar LIBOR (adjusted for reserves) plus
the applicable margin (the "Eurodollar Rate Loans"). With respect to the term
loan and delayed draw term loan, the "applicable margin" is (i) with respect to
Base Rate Loans, 1.50% per annum and (ii) with respect to Eurodollar Rate Loans,
2.50% per annum (3.7% at December 27, 2003 and 4.6% at December 28, 2002). With
respect to the revolving credit facility, the "applicable margin" is subject to
a pricing grid which ranges from 2.75% per annum to 2.00% per annum, depending
on the leverage ratio (2.75% based on results through December 27, 2003). 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. In October
2002, Berry entered into an interest rate collar arrangement to protect $50.0
million of the outstanding variable rate term loan debt from future interest
rate volatility. The collar floor is set at 1.97% LIBOR (London Interbank
Offering Rate) and capped at 6.75% LIBOR. The agreement was effective January
15, 2003. At December 27, 2003 and December 28, 2002, shareholders' equity has
been reduced by $0.5 million and $0.6 million, respectively, to adjust the
agreement to fair market value. At December 27, 2003, the Company had unused
borrowing capacity under the Amended and Restated Credit Facility's revolving
line of credit of $92.6 million.

NEVADA INDUSTRIAL REVENUE BONDS

The Nevada Industrial Revenue Bonds bear interest at a variable rate (1.3% at
December 27, 2003 and 1.7% at December 28, 2002), require annual principal
payments of $0.5 million on April 1, are collateralized by irrevocable letters
of credit issued under the Amended and Restated Credit Facility and mature in
April 2007.

HOLDING 12.50% SENIOR SECURED NOTES (PREDECESSOR)

On June 18, 1996, Holding issued 12.50% Senior Secured Notes due 2006 for net
proceeds, after expenses, of approximately $100.2 million. These notes were
exchanged in October 1996 for the 12.50% Series B Senior Secured Notes due 2006
(the "1996 Notes"). In addition, from December 15, 1999 until June 15, 2001,
Holding paid interest, at an increased rate of 0.75% per annum, in additional
1996 Notes valued at 100% of the principal amount thereof. Holding issued an
additional approximately $30.7 million ($8.4 million in 2001 and $15.3 million
in 2000) aggregate principal amount of 1996 Notes in satisfaction of its
interest obligation. The 1996 Notes were retired in connection with the Merger
and the associated premium for early retirement and net deferred financing fees
were expensed in 2002.

BERRY 12.25% SENIOR SUBORDINATED NOTES (PREDECESSOR)

On April 21, 1994, Berry completed an offering of 100,000 units consisting of
$100.0 million aggregate principal amount of 12.25% Berry Plastics Corporation
Senior Subordinated Notes, due 2004 (the "1994 Notes") and 100,000 warrants to
purchase 1.13237 shares of the

                                       F-19
<PAGE>

Predecessor's common stock. The net proceeds to Berry from the sale of the 1994
Notes, after expenses, were $93.0 million. On August 24, 1998, Berry completed
an additional offering of $25.0 million aggregate principal amount of 12.25%
Series B Senior Subordinated Notes due 2004 (the "1998 Notes"). The net proceeds
to Berry from the sale of the 1998 Notes, after expenses, were $25.2 million.
The 1994 Notes and 1998 Notes were retired in connection with the Merger and the
associated premium paid and net deferred financing fees were expensed in 2002.

BERRY 11% SENIOR SUBORDINATED NOTES (PREDECESSOR)

On July 6, 1999, Berry completed an offering of $75.0 million aggregate
principal amount of 11% Berry Plastics Corporation Senior Subordinated Notes,
due 2007 (the "1999 Notes"). The net proceeds to Berry from the sale of the 1999
Notes, after expenses, were $72.0 million. The 1999 Notes were retired in
connection with the Merger and the associated premium for early retirement and
net deferred financing fees were expensed in 2002.

RETIRED CREDIT FACILITY (PREDECESSOR)

The Company had a financing and security agreement (the "Retired Financing
Agreement") with a syndicate of lenders led by Bank of America for a senior
secured credit facility (the "Retired Credit Facility"). As of December 29,
2001, the Retired Credit Facility provided the Company with (i) an $80.0 million
revolving line of credit, subject to a borrowing base formula, (ii) a $2.2
million (using the December 29, 2001 exchange rate) revolving line of credit
denominated in British Sterling in the U.K., subject to a separate borrowing
base formula, (iii) a $52.6 million term loan facility, (iv) a $2.0 million
(using the December 29, 2001 exchange rate) term loan facility denominated in
British Sterling in the U.K. and (v) a $3.2 million standby letter of credit
facility to support the Company's and its subsidiaries' obligations under the
Nevada Bonds. The Retired Credit Facility was extinguished in connection with
the Merger and the associated net deferred financing fees were expensed in 2002.

SECOND LIEN SENIOR CREDIT FACILITY (PREDECESSOR)

On July 17, 2000, Berry obtained a second lien senior credit facility from
General Electric Capital Corporation for an aggregate principal amount of $25.0
million (the "Second Lien Senior Facility"), resulting in net proceeds of $24.3
million after fees and expenses. The Second Lien Credit Facility was
extinguished in connection with the Merger and the associated net deferred
financing fees were expensed in 2002.

OTHER

Future maturities of long-term debt at December 27, 2003 are as follows:

<Table>
<S>                                                            <C>
-----------------------------------------------------------------------
2004........................................................   $  9,339
2005........................................................      9,552
2006........................................................      6,788
2007........................................................      6,946
2008........................................................      9,420
Thereafter..................................................    699,507
-----------------------------------------------------------------------
</Table>

                                       F-20
<PAGE>

Interest paid was $40,040, $40,883, and $44,171, for 2003, 2002, and 2001,
respectively. Interest capitalized was $860, $844, and $589, for 2003, 2002, and
2001, respectively.

NOTE 7. LEASE AND OTHER COMMITMENTS

Certain property and equipment are leased using capital and operating leases. In
2003 and 2002, Berry entered into various capital lease obligations with no
immediate cash flow effect resulting in capitalized property and equipment of
$1,717 and $21,169, respectively. Total capitalized lease property consists of
manufacturing equipment and a building with a cost of $34,465 and $32,462 and
related accumulated amortization of $9,791 and $4,247 at December 27, 2003 and
December 28, 2002, respectively. Capital lease amortization is included in
depreciation expense. Total rental expense from operating leases was
approximately $11,216, $9,761, and $8,292 for 2003, 2002, and 2001,
respectively.

Future minimum lease payments for capital leases and noncancellable operating
leases with initial terms in excess of one year are as follows:

<Table>
<Caption>
-----------------------------------------------------------------------------------------------
                                                                           AT DECEMBER 27, 2003
                                                              ---------------------------------
                                                              CAPITAL LEASES   OPERATING LEASES
-----------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>
2004........................................................  $        6,184   $         12,223
2005........................................................           6,629             10,906
2006........................................................           2,705              9,165
2007........................................................           2,657              6,972
2008........................................................           3,784              6,184
Thereafter..................................................           4,905             52,154
                                                              ---------------------------------
                                                                      26,864   $         97,604
                                                                               ----------------
   Less: amount representing interest.......................          (2,654)
                                                              --------------
   Present value of net minimum lease payments..............  $       24,210
-----------------------------------------------------------------------------------------------
</Table>

The Company is party to various legal proceedings involving routine claims which
are incidental to its business. Although the Company's legal and financial
liability with respect to such proceedings cannot be estimated with certainty,
the Company believes that any ultimate liability would not be material to our
financial condition.

NOTE 8. INCOME TAXES

For financial reporting purposes, income (loss) before income taxes, by tax
jurisdiction, is comprised of the following:

<Table>
<Caption>
----------------------------------------------------------------------------------------------
                                                COMPANY                    PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
                                           2003        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
<S>                                    <C>            <C>           <C>           <C>
United States........................  $     29,556   $     7,331   $   (33,415)  $      5,046
Foreign..............................        (4,022)       (1,199)       (2,035)        (6,407)
                                       -------------------------------------------------------
                                       $     25,534   $     6,132   $   (35,450)  $     (1,361)
----------------------------------------------------------------------------------------------
</Table>

                                       F-21
<PAGE>

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred tax assets and liabilities are as follows:

<Table>
<Caption>
-----------------------------------------------------------------------------------------
                                                              DECEMBER 27,   DECEMBER 28,
                                                                  2003           2002
-----------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
Deferred tax assets:
   Allowance for doubtful accounts..........................  $        637   $        583
   Inventory................................................         1,390          1,517
   Compensation and benefit accruals........................         3,119          2,753
   Insurance reserves.......................................           679            637
   Net operating loss carryforwards.........................        29,546         33,985
   Alternative minimum tax (AMT) credit carryforwards.......         3,457          3,055
   Other....................................................         1,601            875
                                                              ---------------------------
      Total deferred tax assets.............................        40,429         43,405
   Valuation allowance......................................       (16,911)       (28,687)
                                                              ---------------------------
      Deferred tax assets, net of valuation allowance.......        23,518         14,718
Deferred tax liabilities:
   Property and equipment...................................        24,239         15,358
                                                              ---------------------------
Net deferred tax liability..................................  $       (721)  $       (640)
-----------------------------------------------------------------------------------------
</Table>

Income tax expense (benefit) consists of the following:

<Table>
<Caption>
----------------------------------------------------------------------------------------------
                                                COMPANY                    PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
                                           2003        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
<S>                                    <C>            <C>           <C>           <C>
Current:
   Federal...........................  $        402   $         -   $         -   $        154
   Foreign...........................            61            26           375            125
   State.............................           232           217           (30)           455
Deferred:
   Federal...........................         8,608         2,280             -              -
   Foreign...........................             -             -             -              -
   State.............................         3,183           430             -              -
                                       -------------------------------------------------------
Income tax expense...................  $     12,486   $     2,953   $       345   $        734
----------------------------------------------------------------------------------------------
</Table>

Holding has unused operating loss carryforwards of approximately $76.0 million
for federal and state income tax purposes which begin to expire in 2012. AMT
credit carryforwards are available to Holding indefinitely to reduce future
years' federal income taxes. As a result of the Merger, the amount of the
carryforward which can be used in any given year will be limited to
approximately $12.9 million.

                                       F-22
<PAGE>

Income taxes paid during 2003, 2002, and 2001 approximated $484, $531, and $314,
respectively.

A reconciliation of income tax expense (benefit), computed at the federal
statutory rate, to income tax expense (benefit), as provided for in the
financial statements, is as follows:

<Table>
<Caption>
----------------------------------------------------------------------------------------------
                                                COMPANY                    PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
                                           2003        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
<S>                                    <C>            <C>           <C>           <C>
Income tax expense (benefit)
   computed at statutory rate........  $      8,721   $     2,081   $   (12,170)  $       (463)
State income tax expense (benefit),
   net of federal taxes..............         2,220           434        (1,035)           795
Amortization of goodwill.............             -             -             -          2,399
Expenses not deductible for income
   tax purposes......................           160            60         3,823             36
Change in valuation allowance........         1,285             -         9,160         (2,978)
Other................................           100           378           567            945
                                       -------------------------------------------------------
Income tax expense...................  $     12,486   $     2,953   $       345   $        734
----------------------------------------------------------------------------------------------
</Table>

NOTE 9. EMPLOYEE RETIREMENT PLANS

Berry sponsors a defined contribution 401(k) retirement plan covering
substantially all employees. Contributions are based upon a fixed dollar amount
for employees who participate and percentages of employee contributions at
specified thresholds. Contribution expense for this plan was approximately
$1,408, $1,462, and $1,349, for 2003, 2002, and 2001, respectively. The Company
also maintains a defined benefit pension plan covering the Poly-Seal employees
under a collective bargaining agreement. At December 27, 2003 and December 28,
2002, stockholders' equity has been reduced by $550 and $394, respectively, as a
result of recording the minimum pension liability.

NOTE 10. STOCKHOLDERS' EQUITY

COMMON AND PREFERRED STOCK

On July 22, 2002, GS Berry Acquisition Corp., (the "Buyer") a newly formed
entity controlled by various private equity funds affiliated with Goldman, Sachs
& Co., merged (the "Merger") 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
Merger, (i) each share of common stock of BPC Holding Corporation issued and
outstanding immediately prior to the effective time of the Merger was converted
into the right to receive cash pursuant to the terms of the merger agreement,
and (ii) each share of common stock of the Buyer issued and outstanding
immediately prior to the effective time of the Merger was converted into one
share of common stock of BPC Holding.

NOTES RECEIVABLE FROM MANAGEMENT

In connection with the Merger, certain senior employees of BPC Holding acquired
shares of BPC Holding Common Stock pursuant to an employee stock purchase
program. Such employees paid

                                       F-23
<PAGE>

for these shares with any combination of (i) shares of BPC Holding common stock
that they held prior to the Merger; (ii) their cash transaction bonus, if any;
and (iii) a promissory note. In addition, BPC Holding 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. 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. The promissory
notes are secured by the shares purchased and such notes accrue interest which
compounds semi-annually at rates ranging from 4.97% to 5.50% per year. 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 employee's
termination of employment due to death, "disability", "redundancy" (as such
terms are defined in the 2002 Option Plan) or retirement, or (iii) the thirtieth
day following such employee's termination of employment for any other reason. As
of December 27, 2003 and December 28, 2002, the Company had $14,157 and $14,399,
respectively, in outstanding notes receivable (principal and interest), which
has been classified as a reduction to stockholders' equity in the consolidated
balance sheet, due from employees under this program.

STOCK OPTION PLANS

BPC Holding maintains the Amended and Restated BPC Holding Corporation 1996
Stock Option Plan ("1996 Option Plan") pursuant to which nonqualified options to
purchase 137,980 shares are outstanding. All outstanding options under the 1996
Option Plan are scheduled to expire on 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 prior to
the Merger.

BPC Holding has adopted a new employee stock option plan ("2002 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 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.

Financial Accounting Standards Board Statement 123, Accounting for Stock-Based
Compensation ("Statement 123"), prescribes accounting and reporting standards
for all stock-based compensation plans. Statement 123 provides that companies
may elect to continue using existing accounting requirements for stock-based
awards or may adopt a new fair value method to determine their intrinsic value.
Holding has elected to continue following Accounting Principles Board Opinion
No. 25, Accounting For Stock Issued to Employees ("APB 25") to account for its
employee stock options. Under APB 25, because the exercise price

                                       F-24
<PAGE>

of Holding's employee stock options equals the market price of the underlying
stock on the date of grant, no compensation expense is recognized at the grant
date.

Information related to the 1996 Option Plan and 2002 Option Plan is as follows:

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------
                              COMPANY                COMPANY              PREDECESSOR            PREDECESSOR
                        --------------------   --------------------   --------------------   --------------------
                         DECEMBER 27, 2003      DECEMBER 28, 2002        JULY 21, 2002        DECEMBER 29, 2001
                        --------------------   --------------------   --------------------   --------------------
                                    WEIGHTED               WEIGHTED               WEIGHTED               WEIGHTED
                                    AVERAGE                AVERAGE                AVERAGE                AVERAGE
                        NUMBER OF   EXERCISE   NUMBER OF   EXERCISE   NUMBER OF   EXERCISE   NUMBER OF   EXERCISE
                         SHARES      PRICE      SHARES      PRICE      SHARES      PRICE      SHARES      PRICE
-----------------------------------------------------------------------------------------------------------------
<S>                     <C>         <C>        <C>         <C>        <C>         <C>        <C>         <C>
Options outstanding,
   beginning of
   period.............    545,684   $     86      48,218   $    157      60,420       $132      60,774       $132
Options converted.....          -          -     102,329       (107)          -          -           -          -
Options granted.......     38,713        100     395,137        100      15,345        277      10,975        226
Options exercised.....     (9,757)        57           -          -     (18,134)       177      (2,713)       107
Options canceled......    (43,978)       101           -          -      (9,413)       389      (8,616)       116
                        -----------------------------------------------------------------------------------------
Options outstanding,
   end of period......    530,662         94     545,684         86      48,218        157      60,420        155
                        -----------------------------------------------------------------------------------------
Option price range at
   end of period......              $32-$124               $32-$100              $100-$226              $100-$226
Options exercisable at
   end of period......               203,326                120,448                 38,573                 39,487
Options available for
   grant at period
   end................                22,588                 42,429                      0                 13,487
Weighted average fair
   value of options
   granted during
   period.............                   $28                    $30                    $30                    $34
-----------------------------------------------------------------------------------------------------------------
</Table>

The following table summarizes information about the options outstanding at
December 27, 2003:

<Table>
<Caption>
-------------------------------------------------------------------------------------------------
   RANGE OF                               WEIGHTED AVERAGE                           NUMBER
   EXERCISE        NUMBER OUTSTANDING        REMAINING       WEIGHTED AVERAGE    EXERCISABLE AT
    PRICES        AT DECEMBER 27, 2003    CONTRACTUAL LIFE    EXERCISE PRICE    DECEMBER 27, 2003
-------------------------------------------------------------------------------------------------
<S>               <C>                     <C>                <C>                <C>
$32-$72                        137,980             9 years   $             49             116,582
$100                           227,450             9 years   $            100              37,174
$124                           165,232             9 years   $            124              49,570
-------------------------------------------------------------------------------------------------
                               530,662                                                    203,326
-------------------------------------------------------------------------------------------------
</Table>

STOCKHOLDERS AGREEMENTS

In connection with the Merger, Holding entered into a stockholders' agreement
with GSCP 2000 and other private equity funds affiliated with Goldman, Sachs &
Co., which in the aggregate own a majority of the common stock, and J.P. Morgan
Partners Global Investors, L.P. and other private equity funds affiliated with
J.P. Morgan Securities Inc., which own approximately 28% of the common stock.
GSCP 2000 and other private equity funds affiliated

                                       F-25
<PAGE>

with Goldman, Sachs & Co., have the right to designate five members of the board
of directors, one of which shall be a member of 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 the board
of directors, one of which will be designated by J.P. Morgan Partners Global
Investors, L.P. The stockholders' agreement contains customary terms including
terms regarding transfer restrictions, rights of first offer, tag along rights,
drag along rights, preemptive rights and veto rights.

NOTE 11. RELATED PARTY TRANSACTIONS

Prior to the Merger, Atlantic Equity Partners International II, L.P.
("International") was our largest voting stockholder and International engaged
First Atlantic Capital, Ltd. ("First Atlantic") to provide certain financial and
management consulting services to the Company. Pursuant to a management
agreement, First Atlantic received advisory fees of approximately $250, and $139
in June 2001 and March 2001, respectively, for originating, structuring and
negotiating the acquisitions of Pescor and Capsol, respectively. In
consideration of financial advisory and management consulting services, the
Company paid First Atlantic fees and expenses of $385 and $756 for fiscal 2002
and 2001, respectively. In consideration of services performed in connection
with the Merger, the Company paid First Atlantic fees and expenses of $1,786 in
July 2002.

In connection with the Merger, the Company paid $8.0 million to entities
affiliated with Goldman, Sachs & Co. and $5.2 million to J.P. Morgan Securities
Inc., an affiliate of J.P. Morgan Chase & Co., for advisory and other services.
Goldman Sachs and J.P. Morgan acted as joint book-running managers in the
issuance of the 2002 Notes and received fees of approximately $4.4 million and
$3.2 million, respectively, for services performed. Goldman Sachs Credit
Partners, L.P., an affiliate of Goldman Sachs, acted as the administrative
agent, joint lead arranger and joint bookrunner for the Credit Facility and
received fees of $3.6 million in July 2002 for services provided. JP Morgan
Chase Bank, an affiliate of J.P. Morgan, acted as the joint lead arranger and
joint bookrunner for the Credit Facility for consideration of approximately
$3.6. million. In October 2002, the Company entered into an interest rate collar
agreement with Goldman Sachs Capital Markets to protect $50.0 million of the
outstanding variable rate term loan debt from future interest rate volatility.
The collar floor is set at 1.97% LIBOR and capped at 6.75% LIBOR.

In connection with the Landis Acquisition, the Company paid $1.7 million to
entities affiliated with Goldman, Sachs & Co. and $0.8 million to J.P. Morgan
Securities Inc., an affiliate of J.P. Morgan Chase & Co., for advisory and other
services. Goldman Sachs and J.P. Morgan acted as joint book-running managers in
the issuance of the Add-on Notes and received fees of approximately $1.0 million
and $1.0 million, respectively, for services performed. Goldman Sachs Credit
Partners, L.P., an affiliate of Goldman Sachs, acted as the administrative
agent, joint lead arranger and joint bookrunner for the Amended and Restated
Credit Facility and received fees of $0.5 million in July 2002 for services
provided. JP Morgan Chase Bank, an affiliate of J.P. Morgan, acted as the joint
lead arranger and joint bookrunner for the Amended and Restated Credit Facility
for consideration of approximately $0.5 million.

NOTE 12. FAIR VALUE OF FINANCIAL INSTRUMENTS INFORMATION

Holding's and the Company's financial instruments generally consist of cash and
cash equivalents and long-term debt. The carrying amounts of Holding's and the
Company's

                                       F-26
<PAGE>

financial instruments approximate fair value at December 27, 2003, except for
the 2002 Notes and Add-on Notes for which the fair value exceeded the carrying
value by $39.4 million.

NOTE 13. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The accumulated balances related to each component of the other comprehensive
income (loss) consist of the following:

<Table>
<Caption>
-----------------------------------------------------------------------------------------
                                                              DECEMBER 27,   DECEMBER 28,
                                                                  2003           2002
-----------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
Currency translation........................................  $      5,736   $      2,091
Minimum pension liability adjustment........................          (550)          (394)
Unrealized loss on interest rate collar.....................          (487)          (555)
                                                              ---------------------------
                                                              $      4,699   $      1,142
-----------------------------------------------------------------------------------------
</Table>

NOTE 14. OPERATING SEGMENTS

The Company has three reportable segments: containers, closures, and consumer
products. The Company evaluates performance and allocates resources based on
operating income before depreciation and amortization of intangibles adjusted to
exclude (1) Merger expenses, (2) uncompleted acquisition expense, (3)
acquisition integration expense, (4) plant shutdown expense, (5) non-cash
compensation, and (6) management fees and reimbursed expenses paid to First
Atlantic ("Adjusted EBITDA"). The accounting policies of the reportable segments
are the same as those described in the summary of significant accounting
policies.

                                       F-27
<PAGE>

<Table>
<Caption>
---------------------------------------------------------------------------------------------
                                                                                   YEAR ENDED
                                                   ------------------------------------------
                                                                      COMPANY/
                                                        COMPANY    PREDECESSOR    PREDECESSOR
                                                   ------------   ------------   ------------
                                                   DECEMBER 27,   DECEMBER 28,   DECEMBER 29,
                                                       2003           2002           2001
---------------------------------------------------------------------------------------------
<S>                                                <C>            <C>            <C>
Net sales:
   Containers....................................  $    288,481   $    250,423   $    234,441
   Closures......................................       147,297        133,892        132,384
   Consumer Products.............................       116,098        109,988         94,834
Adjusted EBITDA:
   Containers....................................        71,027         67,079         63,997
   Closures......................................        30,228         30,555         28,444
   Consumer Products.............................        17,582         16,773         18,411
Total assets:
   Containers....................................       605,879        359,635        204,001
   Closures......................................       237,848        229,962        158,009
   Consumer Products.............................       172,079        170,979         84,866
Goodwill, net:
   Containers....................................       212,394        170,892         61,048
   Closures......................................        85,756         87,066         39,682
   Consumer Products.............................        78,619         78,302         19,193
Reconciliation of Adjusted EBITDA to income
   (loss) before income taxes:
   Adjusted EBITDA for reportable segments.......  $    118,837   $    114,407   $    110,718
   Net interest expense..........................       (45,413)       (49,254)       (54,355)
   Depreciation..................................       (40,752)       (39,557)       (38,105)
   Amortization..................................        (3,326)        (2,408)       (12,802)
   Gain (loss) on disposal of property and
      equipment..................................             7           (299)          (473)
   Merger expenses...............................             -        (20,987)             -
   Loss on extinguished debt.....................          (250)       (25,328)          (134)
   Uncompleted acquisition expense...............        (1,041)          (216)             -
   Acquisition integration expense...............        (1,424)        (1,353)        (2,690)
   Plant shutdown expense........................        (1,104)        (3,992)        (2,221)
   Non-cash compensation.........................             -              -           (796)
   Management fees...............................             -           (331)          (637)
                                                   ------------------------------------------
   Income (loss) before income taxes.............  $     25,534   $    (29,318)  $     (1,361)
---------------------------------------------------------------------------------------------
</Table>

                                       F-28
<PAGE>

NOTE 15. CONDENSED CONSOLIDATING FINANCIAL INFORMATION (IN THOUSANDS)

Holding conducts its business through its wholly owned subsidiary, Berry.
Holding and all of Berry's domestic subsidiaries fully, jointly, severally, and
unconditionally guarantee on a senior subordinated basis the 2002 Notes and
Add-on Notes issued by Berry. Berry and all of Berry's subsidiaries are 100%
owned by Holding. Separate narrative information or financial statements of
guarantor subsidiaries have not been included as management believes they would
not be material to investors. Presented below is condensed consolidating
financial information for Holding, Berry, and its subsidiaries at December 27,
2003 and December 28, 2002 and for the fiscal years ended December 27, 2003,
December 28, 2002, and December 29, 2001. The equity method has been used with
respect to investments in subsidiaries.

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------
                                                                                                DECEMBER 27, 2003
                       ------------------------------------------------------------------------------------------
                       BPC HOLDING   BERRY PLASTICS     COMBINED       COMBINED
                       CORPORATION    CORPORATION      GUARANTOR     NON-GUARANTOR   CONSOLIDATING
                        (PARENT)        (ISSUER)      SUBSIDIARIES   SUBSIDIARIES     ADJUSTMENTS    CONSOLIDATED
-----------------------------------------------------------------------------------------------------------------
<S>                    <C>           <C>              <C>            <C>             <C>             <C>
CONSOLIDATING BALANCE
   SHEETS
Current assets.......  $         -   $       67,631   $    121,605   $      13,844   $           -    $  203,080
Net property and
   equipment.........            -           70,873        191,960          20,144               -       282,977
Other noncurrent
   assets............      152,591          855,627        370,199          12,075        (860,743)      529,749
                       ------------------------------------------------------------------------------------------
Total assets.........  $   152,591   $      994,131   $    683,764   $      46,063   $    (860,743)   $1,015,806
                       ------------------------------------------------------------------------------------------
Current
   liabilities.......  $         -   $       53,245   $     53,408   $       8,856   $           -    $  115,509
Noncurrent
   liabilities.......            -          788,295        674,851          28,790        (744,230)      747,706
Equity (deficit).....      152,591          152,591        (44,495)          8,417        (116,513)      152,591
                       ------------------------------------------------------------------------------------------
Total liabilities and
   equity
   (deficit).........  $   152,591   $      994,131   $    683,764   $      46,063   $    (860,743)   $1,015,806
-----------------------------------------------------------------------------------------------------------------
</Table>

                                       F-29
<PAGE>

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------
                                                           DECEMBER 28, 2002
                       ------------------------------------------------------------------------------------------
                       BPC HOLDING   BERRY PLASTICS     COMBINED       COMBINED
                       CORPORATION    CORPORATION      GUARANTOR     NON-GUARANTOR   CONSOLIDATING
                        (PARENT)        (ISSUER)      SUBSIDIARIES   SUBSIDIARIES     ADJUSTMENTS    CONSOLIDATED
-----------------------------------------------------------------------------------------------------------------
<S>                    <C>           <C>              <C>            <C>             <C>             <C>
CONSOLIDATING BALANCE
   SHEETS
Current assets.......  $         1   $       58,995   $     73,940   $      11,192   $           -   $    144,128
Net property and
   equipment.........            -           68,431        108,567          16,134               -        193,132
Other noncurrent
   assets............       74,021          650,613        314,099          11,129        (626,546)       423,316
                       ------------------------------------------------------------------------------------------
Total assets.........  $    74,022   $      778,039   $    496,606   $      38,455   $    (626,546)  $    760,576
                       ------------------------------------------------------------------------------------------
Current
   liabilities.......  $         -   $       52,111   $     21,142   $       6,674   $           -   $     79,927
Noncurrent
   liabilities.......       (1,141)         600,539        449,814          22,925        (466,651)       605,486
Equity (deficit).....       75,163          125,389         25,650           8,856        (159,895)        75,163
                       ------------------------------------------------------------------------------------------
Total liabilities and
   equity
   (deficit).........  $    74,022   $      778,039   $    496,606   $      38,455   $    (626,546)  $    760,576
-----------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------
                                                 YEAR ENDED DECEMBER 27, 2003 (COMPANY)
                       ------------------------------------------------------------------------------------------
                       BPC HOLDING   BERRY PLASTICS     COMBINED       COMBINED
                       CORPORATION    CORPORATION      GUARANTOR     NON-GUARANTOR   CONSOLIDATING
                        (PARENT)        (ISSUER)      SUBSIDIARIES   SUBSIDIARIES     ADJUSTMENTS    CONSOLIDATED
-----------------------------------------------------------------------------------------------------------------
<S>                    <C>           <C>              <C>            <C>             <C>             <C>
CONSOLIDATING
   STATEMENTS OF
   OPERATIONS
Net sales............  $         -   $      200,886   $    328,984   $      22,006   $           -   $    551,876
Cost of goods sold...            -          140,139        259,720          20,891               -        420,750
                       ------------------------------------------------------------------------------------------
Gross profit.........            -           60,747         69,264           1,115               -        131,126
Operating expenses...      (25,840)          34,536         47,545           3,695               -         59,936
                       ------------------------------------------------------------------------------------------
Operating income
   (loss)............       25,840           26,211         21,719          (2,580)              -         71,190
Other expenses
   (income)..........            -                -             (7)              -               -             (7)
Interest expense
   (income), net.....         (763)            (592)        45,326           1,442               -         45,413
Loss on extinguished
   debt..............            -              250              -               -               -            250
Income taxes
   (benefit).........           27           12,388             10              61               -         12,486
Equity in net
   (income) loss from
   subsidiary........       13,528           27,693          4,083               -         (45,304)             -
                       ------------------------------------------------------------------------------------------
Net income (loss)....  $    13,048   $      (13,528)  $    (27,693)  $      (4,083)  $      45,304   $     13,048
-----------------------------------------------------------------------------------------------------------------
</Table>

                                       F-30
<PAGE>

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------
                                                 YEAR ENDED DECEMBER 27, 2003 (COMPANY)
                       ------------------------------------------------------------------------------------------
                       BPC HOLDING   BERRY PLASTICS     COMBINED       COMBINED
                       CORPORATION    CORPORATION      GUARANTOR     NON-GUARANTOR   CONSOLIDATING
                        (PARENT)        (ISSUER)      SUBSIDIARIES   SUBSIDIARIES     ADJUSTMENTS    CONSOLIDATED
-----------------------------------------------------------------------------------------------------------------
<S>                    <C>           <C>              <C>            <C>             <C>             <C>
CONSOLIDATING
   STATEMENTS OF CASH
   FLOWS
Net income (loss)....  $    13,048   $      (13,528)  $    (27,693)  $      (4,083)  $      45,304   $     13,048
Non-cash expenses....            -           26,817         28,136           3,227               -         58,180
Equity in net
   (income) loss from
   subsidiary........       13,528           27,693          4,083               -         (45,304)             -
Changes in working
   capital...........         (758)           1,159          7,463             681               -          8,545
                       ------------------------------------------------------------------------------------------
Net cash provided by
   (used for)
   operating
   activities........       25,818           42,141         11,989            (175)              -         79,773
Net cash used for
   investing
   activities........            -         (244,511)       (16,474)         (4,667)              -       (265,652)
Net cash provided by
   financing
   activities........      (25,819)         211,499          5,891           5,250               -        196,821
Effect on exchange
   rate changes on
   cash..............            -                -              -            (363)              -           (363)
                       -----------   --------------   ------------   -------------   -------------   ------------
Net increase
   (decrease) in cash
   and cash
   equivalents.......           (1)           9,129          1,406              45               -         10,579
Cash and cash
   equivalents at
   beginning of
   year..............            1           15,157            264             191               -         15,613
                       ------------------------------------------------------------------------------------------
Cash and cash
   equivalents at end
   of year...........  $         -   $       24,286   $      1,670   $         236   $           -   $     26,192
-----------------------------------------------------------------------------------------------------------------
</Table>

                                       F-31
<PAGE>

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------
                                                                     YEAR ENDED DECEMBER 28, 2002 (COMPANY/PREDECESSOR)
                             ------------------------------------------------------------------------------------------
                             BPC HOLDING   BERRY PLASTICS     COMBINED       COMBINED
                             CORPORATION    CORPORATION      GUARANTOR     NON-GUARANTOR   CONSOLIDATING
                              (PARENT)        (ISSUER)      SUBSIDIARIES   SUBSIDIARIES     ADJUSTMENTS    CONSOLIDATED
-----------------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>              <C>            <C>             <C>             <C>
CONSOLIDATING STATEMENTS OF
   OPERATIONS
Net sales..................  $         -   $      173,570   $    300,149   $      20,584   $           -   $    494,303
Cost of goods sold.........            -          116,354        236,169          18,750               -        371,273
                             ------------------------------------------------------------------------------------------
Gross profit...............            -           57,216         63,980           1,834               -        123,030
Operating expenses.........        1,920           27,857         44,894           2,796               -         77,467
                             ------------------------------------------------------------------------------------------
Operating income (loss)....       (1,920)          29,359         19,086            (962)              -         45,563
Other expenses.............            -              145            249             (95)              -            299
Interest expense, net......        9,443            3,172         34,481           2,158               -         49,254
Loss on extinguished debt..        9,282            6,339          9,498             209               -         25,328
Income taxes (benefit).....       (8,234)          11,016            115             401               -          3,298
Equity in net (income) loss
   from subsidiary.........       20,205           28,892          3,635               -         (52,732)             -
                             ------------------------------------------------------------------------------------------
Net income (loss)..........  $   (32,616)  $      (20,205)  $    (28,892)  $      (3,635)  $      52,732   $    (32,616)
                             ------------------------------------------------------------------------------------------
CONSOLIDATING STATEMENTS OF
   CASH FLOWS
Net income (loss)..........  $   (32,616)  $      (20,205)  $    (28,892)  $      (3,635)  $      52,732   $    (32,616)
Non-cash expenses..........       11,451           23,799         36,178           3,270               -         74,698
Equity in net (income) loss
   from subsidiary.........       20,205           28,892          3,635               -         (52,732)             -
Changes in working
   capital.................         (320)          (6,290)        (7,557)         (1,275)              -        (15,442)
                             ------------------------------------------------------------------------------------------
Net cash provided by (used
   for) operating
   activities..............       (1,280)          26,196          3,364          (1,640)              -         26,640
Net cash used for investing
   activities..............            -          (18,023)       (25,704)         (1,171)              -        (44,898)
Net cash provided by (used
   for) financing
   activities..............          841            6,863         22,194           2,483               -         32,381
Effect on exchange rate
   changes on cash.........            -                -              -             258               -            258
                             ------------------------------------------------------------------------------------------
Net increase (decrease) in
   cash and cash
   equivalents.............         (439)          15,036           (146)            (70)              -         14,381
Cash and cash equivalents
   at beginning of year....          440              121            410             261               -          1,232
                             ------------------------------------------------------------------------------------------
Cash and cash equivalents
   at end of year..........  $         1   $       15,157   $        264   $         191   $           -   $     15,613
-----------------------------------------------------------------------------------------------------------------------
</Table>

                                       F-32
<PAGE>

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------
                                                                             YEAR ENDED DECEMBER 29, 2001 (PREDECESSOR)
                             ------------------------------------------------------------------------------------------
                             BPC HOLDING   BERRY PLASTICS     COMBINED       COMBINED
                             CORPORATION    CORPORATION      GUARANTOR     NON-GUARANTOR   CONSOLIDATING
                              (PARENT)        (ISSUER)      SUBSIDIARIES   SUBSIDIARIES     ADJUSTMENTS    CONSOLIDATED
-----------------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>              <C>            <C>             <C>             <C>
CONSOLIDATING STATEMENTS OF
   OPERATIONS
Net sales..................  $         -   $      159,783   $    279,533   $      22,343   $           -   $    461,659
Cost of goods sold.........            -          103,867        213,355          20,778               -        338,000
                             ------------------------------------------------------------------------------------------
Gross profit...............            -           55,916         66,178           1,565               -        123,659
Operating expenses.........          924           23,113         40,889           5,266               -         70,192
                             ------------------------------------------------------------------------------------------
Operating income (loss)....         (924)          32,803         25,289          (3,701)              -         53,467
Other expenses.............            -               46            481             (54)              -            473
Interest expense, net......       17,469            7,277         26,848           2,761               -         54,355
Income taxes (benefit).....       (8,307)           8,682            234             125               -            734
Equity in net (income) loss
   from subsidiary.........       (7,991)           8,807          6,533               -          (7,349)             -
                             ------------------------------------------------------------------------------------------
Net income (loss)..........  $    (2,095)  $        7,991   $     (8,807)  $      (6,533)  $       7,349   $     (2,095)
                             ------------------------------------------------------------------------------------------
CONSOLIDATING STATEMENTS OF
   CASH FLOWS
Net income (loss)..........  $    (2,095)  $        7,991   $     (8,807)  $      (6,533)  $       7,349   $     (2,095)
Non-cash expenses..........        9,775           16,146         33,072           4,451               -         63,444
Equity in net (income) loss
   from subsidiary.........       (7,991)           8,807          6,533               -          (7,349)             -
Changes in working
   capital.................          154            5,882        (11,258)         (1,779)              -         (7,001)
                             ------------------------------------------------------------------------------------------
Net cash provided by (used
   for) operating
   activities..............         (157)          38,826         19,540          (3,861)              -         54,348
Net cash used for investing
   activities..............            -          (30,688)       (22,395)         (3,207)              -        (56,290)
Net cash provided by (used
   for) financing
   activities..............          377           (9,199)         3,014           6,388               -            580
Effect on exchange rate
   changes on cash.........            -              540           (540)            540               -            540
                             ------------------------------------------------------------------------------------------
Net increase (decrease) in
   cash and cash
   equivalents.............          220             (521)          (381)           (140)              -           (822)
Cash and cash equivalents
   at beginning of year....          220              642            791             401               -          2,054
                             ------------------------------------------------------------------------------------------
Cash and cash equivalents
   at end of year..........  $       440   $          121   $        410   $         261   $           -   $      1,232
-----------------------------------------------------------------------------------------------------------------------
</Table>

                                       F-33
<PAGE>

NOTE 16. QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table contains selected unaudited quarterly financial data for
fiscal years 2002 and 2001.

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------
                                                            2003                                        2002
                       -----------------------------------------   -----------------------------------------
                        FIRST      SECOND     THIRD      FOURTH     FIRST      SECOND     THIRD*     FOURTH
------------------------------------------------------------------------------------------------------------
<S>                    <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Net sales............  $125,398   $146,851   $139,306   $140,321   $122,934   $127,989   $127,575   $115,805
Cost of sales........    94,321    112,055    106,845    107,529     90,299     94,974     97,492     88,508
                       -------------------------------------------------------------------------------------
Gross profit.........  $ 31,077   $ 34,796   $ 32,461   $ 32,792   $ 32,635   $ 33,015   $ 30,083   $ 27,297
                       -------------------------------------------------------------------------------------
Net income (loss)....  $  3,079   $  4,542   $  4,218   $  1,209   $  4,766   $  5,216   $(42,071)  $   (527)
------------------------------------------------------------------------------------------------------------
</Table>

* For comparison purposes, the period from June 30, 2002 to July 21, 2002
(Predecessor) has been combined with the period from July 22, 2002 to September
28, 2002 (Company). Net loss in the third quarter of 2002 includes merger
expenses of $20,987 and loss on extinguished debt of $25,328 incurred in
connection with the Merger.

                                       F-34
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

Board of Directors
Landis Plastics, Inc.

Gentlemen:

We have audited the accompanying balance sheets of Landis Plastics, Inc. (an
Illinois Corporation), as of December 31, 2002 and 2001, and the related
statements of income and retained earnings, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Landis Plastics, Inc., as of
December 31, 2002 and 2001, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.

/s/ Roche, Scholz, Roche & Walsh, Ltd.
February 14, 2003

                                       F-35
<PAGE>

                             LANDIS PLASTICS, INC.

                                 BALANCE SHEETS

<Table>
<Caption>
-----------------------------------------------------------------------------------------
DECEMBER 31, 2002 AND 2001                                        2002           2001
-----------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents-unrestricted...................  $ 10,028,817   $  7,613,855
   Restricted cash for accrued EEOC settlements.............             -        707,493
                                                              ---------------------------
      Total cash and cash equivalents.......................    10,028,817      8,321,348
   Receivables:
      Trade accounts........................................    17,605,401     14,255,703
      Short-term notes......................................       133,698        105,924
      Current portion of long-term notes....................       631,935        348,752
   Inventory................................................    19,990,143     18,233,350
   Other current assets.....................................     2,401,038      1,873,065
                                                              ---------------------------
      Total current assets..................................    50,791,032     43,138,142
                                                              ---------------------------
Property, plant and equipment:
   Land and improvements....................................       848,776        848,776
   Buildings and improvements...............................    13,219,540     12,959,854
   Machinery and equipment..................................   156,996,769    150,903,651
   Less: accumulated depreciation...........................   (99,539,537)   (87,129,592)
                                                              ---------------------------
      Total property, plant and equipment, net..............    71,525,548     77,582,689
                                                              ---------------------------
Other assets:
   Long-term notes receivable, net of current portion.......     2,690,062      3,250,096
   Other receivables........................................       684,521        489,864
   Deposits.................................................     1,259,788      1,046,922
   Other assets.............................................       360,392        506,403
                                                              ---------------------------
      Total other assets....................................     4,994,763      5,293,285
                                                              ---------------------------
Total assets................................................  $127,311,343   $126,014,116
                                                              ---------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable.........................................  $  6,169,359   $  6,623,046
   Short-term borrowings....................................       746,762      1,546,586
   Current portion of long-term debt........................     2,200,000      2,200,000
   Customer deposits........................................       108,999        484,334
   Accrued payroll and vacation.............................     4,000,774      3,801,105
   Accrued property taxes...................................     1,241,500      1,196,500
   Other current liabilities................................     4,098,844      4,804,296
                                                              ---------------------------
      Total current liabilities.............................    18,566,238     20,655,867
                                                              ---------------------------
Long-term liabilities:
   Long-term debt, net of current portion...................    32,036,504     35,636,504
   Other long-term liabilities..............................        83,195              -
                                                              ---------------------------
  Total long-term liabilities...............................    32,119,699     35,636,504
                                                              ---------------------------
Stockholders' equity:
   Common stock.............................................        53,600         53,600
   Additional paid-in capital...............................       253,976         98,540
   Retained earnings........................................    76,317,830     69,569,605
                                                              ---------------------------
      Total stockholders' equity............................    76,625,406     69,721,745
                                                              ---------------------------
Total liabilities and stockholders' equity..................  $127,311,343   $126,014,116
-----------------------------------------------------------------------------------------
</Table>

See accompanying notes to financial statements

                                       F-36
<PAGE>

                             LANDIS PLASTICS, INC.

                   STATEMENTS OF INCOME AND RETAINED EARNINGS

<Table>
<Caption>
-----------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001                    2002           2001
-----------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
Revenue
   Product sales............................................  $207,824,698   $199,575,739
   Other sales..............................................     3,787,896      1,602,902
                                                              ---------------------------
      Total revenue.........................................   211,612,594    201,178,641
                                                              ---------------------------
Cost of goods sold
   Materials................................................    74,392,010     70,899,138
   Direct labor.............................................    20,771,431     20,226,641
   Manufacturing overhead...................................    71,813,423     66,463,619
                                                              ---------------------------
      Total cost of goods sold..............................   166,976,864    157,589,398
                                                              ---------------------------
Gross profit................................................    44,635,730     43,589,243
                                                              ---------------------------
General expenses
   Selling and marketing....................................     5,015,742      4,629,641
   Administrative...........................................    12,554,492     12,712,399
   Transportation...........................................     3,094,584      3,149,317
   Warehousing..............................................    10,382,683     10,486,478
   Asset impairment loss....................................             -        531,557
                                                              ---------------------------
      Total general expenses................................    31,047,501     31,509,392
                                                              ---------------------------
Operating income............................................    13,588,229     12,079,851
Other income (expense)
   Interest income..........................................       417,965        598,968
   Interest expense.........................................    (3,111,649)    (3,688,284)
   Loss on derivative valuation.............................      (128,517)             -
   Miscellaneous income (expense)...........................        47,296        (65,393)
                                                              ---------------------------
Net income before income taxes..............................    10,813,324      8,925,142
Provision for state income taxes............................        22,887          6,980
                                                              ---------------------------
Net income..................................................    10,790,437      8,918,162
Retained earnings--beginning of year........................    69,569,605     65,926,224
Stockholder distributions...................................    (4,042,212)    (5,274,781)
                                                              ---------------------------
Retained earnings--end of year..............................  $ 76,317,830   $ 69,569,605
-----------------------------------------------------------------------------------------
</Table>

See accompanying notes to financial statements.

                                       F-37
<PAGE>

                             LANDIS PLASTICS, INC.

                            STATEMENTS OF CASH FLOWS

<Table>
<Caption>
----------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001                   2002           2001
----------------------------------------------------------------------------------------
<S>                                                           <C>           <C>
Cash flows from operating activities:
   Net income...............................................  $10,790,437   $  8,918,162
   Adjustments to reconcile net income to net cash provided
      by operating activities:
      Depreciation..........................................   12,561,305     12,303,665
      Amortization..........................................            -        142,871
      Non-cash interest on related party loans..............       34,630              -
      Employee stock-based compensation.....................      155,436              -
      Asset impairment loss.................................            -        531,557
      (Gain) loss on sale of equipment......................      (18,755)        19,922
      Loss on derivative valuation..........................      128,517              -
      Change in provision for losses on accounts
         receivable.........................................       73,003          4,491
      (Increase) decrease in:
         Accounts receivable................................   (3,422,701)     3,175,379
         Inventory..........................................   (1,756,793)    (1,496,619)
         Other assets.......................................     (381,962)       583,469
      Increase (decrease) in:
         Accounts payable...................................     (453,684)       277,146
         Customer deposits..................................     (375,335)        74,267
         Other current liabilities..........................     (676,701)       145,516
                                                              --------------------------
            Net cash provided by operating activities.......   16,657,397     24,679,826
                                                              --------------------------
Cash flows from investing activities:
   Capital acquisitions and equipment deposits..............   (6,579,245)    (9,805,814)
   Proceeds from sale of equipment..........................       51,563         11,450
   Net short-term loans to related parties..................      (22,929)        12,421
   Long-term loan to related parties........................      (71,901)      (171,820)
   Principal payments from related parties on long-term
     loans..................................................      348,752        353,712
   Increase in other receivables............................     (194,657)      (195,463)
                                                              --------------------------
            Net cash used in investing activities...........   (6,468,417)    (9,795,514)
                                                              --------------------------
Cash flows from financing activities:
   Net short-term borrowings from related parties...........     (839,299)      (528,240)
   Principal payments on long-term debt.....................   (3,600,000)    (8,114,059)
   Stockholder distributions................................   (4,042,212)    (5,274,781)
                                                              --------------------------
            Net cash used in financing activities...........   (8,481,511)   (13,917,080)
                                                              --------------------------
Net increase in cash........................................    1,707,469        967,232
Cash and cash equivalents at beginning of year..............    8,321,348      7,354,116
                                                              --------------------------
Cash and cash equivalents at end of year....................  $10,028,817   $  8,321,348
----------------------------------------------------------------------------------------
</Table>

See accompanying notes to financial statements.

                                       F-38
<PAGE>

                             LANDIS PLASTICS, INC.

                       NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

Landis Plastics, Inc. is a closely held corporation that manufactures plastic
products. Offices and plants are located in Chicago Ridge and Alsip, Illinois;
Monticello and Richmond, Indiana; Solvay, New York; and Tolleson, Arizona.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

ACCOUNTS RECEIVABLE

Accounts receivable are stated at the amount management expects to collect from
outstanding balances. Management provides for probable uncollectible amounts
through a charge to earnings and a credit to a valuation allowance based on its
assessments of the current status of individual accounts. Balances that are
still outstanding after management has used reasonable collection efforts are
written off through a charge to the valuation allowance and a credit to trade
accounts receivable. Accounts receivable are reduced by an allowance for
doubtful accounts of $114,400 at December 31, 2002, and $41,397 at December 31,
2001.

INVENTORIES

The Company values substantially all of its inventories at cost determined on a
last-in, first-out (LIFO) basis. The LIFO method resulted in a valuation below
cost of $1,759,388 at December 31, 2002, and $144,201 at December 31, 2001.

PROPERTY, PLANT AND EQUIPMENT

Land, buildings and equipment are stated at cost. Depreciation is computed on
the straight-line basis for financial statement purposes over the estimated
useful lives of the assets as follows:

<Table>
<Caption>
--------------------------------------------------------------------------
<S>                                                            <C>
Machinery...................................................      10 Years
Transportation equipment....................................    5-10 Years
Other equipment and fixtures................................    5-10 Years
Land improvements...........................................      20 Years
Leasehold improvements......................................   10-40 Years
Buildings...................................................      40 Years
--------------------------------------------------------------------------
</Table>

                                       F-39
<PAGE>

ASSET IMPAIRMENT LOSS

As required by Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the impairment of long-lived assets and for long-lived assets to
be disposed of," the Company recorded losses on long-lived assets. The total
impairment of long-lived assets in 2001 was $531,557 related to a robotic parts
handling system that did not meet performance criteria. The impairment charge
was the difference between the carrying value and the estimated fair value of
the assets. The Company estimated fair values based on discounted future cash
flows.

AMORTIZATION

The discounts relating to the non-interest bearing notes will be amortized over
the two year terms of the notes using the interest expense method.

CASH AND CASH EQUIVALENT

For financial statement presentation purposes, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents. The carrying value of cash equivalents approximates fair
value due to the short term, highly liquid nature of cash equivalents.

CASH FLOW STATEMENT

Cash used by operating activities included payments for interest and income
taxes as follows:

<Table>
<Caption>
-------------------------------------------------------------------------------------
                                                                 2002         2001
-------------------------------------------------------------------------------------
<S>                                                           <C>          <C>
Interest paid...............................................  $3,130,273   $3,554,208
Income taxes paid...........................................      16,271       35,539
-------------------------------------------------------------------------------------
</Table>

Supplemental disclosures of noncash investing and financing activities:

Noncash investing and financing transactions consisting of the cost of acquiring
machinery and equipment and the related obligations have been included in fixed
assets and notes payable, respectively, in the accompanying financial statements
at a discounted value. Amortization of the loan discount increased the note
payable by $142,871 during 2001.

Additional noncash investing and financing activities consist of the following:

<Table>
<Caption>
---------------------------------------------------------------------------------
                                                                2002       2001
---------------------------------------------------------------------------------
<S>                                                           <C>        <C>
Capital expenditures included in other accrued
   liabilities..............................................  $170,596   $552,698
Stock-based compensation and related credit to additional
   paid-in capital..........................................   155,436         --
---------------------------------------------------------------------------------
</Table>

DERIVATIVE FINANCIAL INSTRUMENTS

In accordance with SFAS No. 133, derivative financial instruments are reported
on the balance sheet at fair value, and changes in the derivative's fair value
are recognized currently in earnings. The derivative financial instruments are
not designated as hedging instruments. Derivatives are utilized by the Company
in the management of its interest rate exposures. The Company does not use
derivative financial instruments for trading or speculative purposes.

                                       F-40
<PAGE>

The Company enters into interest rate swap agreements, which effectively
exchange variable interest rate debt for fixed interest rate debt. The
agreements are used to reduce the exposure to possible increases in interest
rates. The Company enters into these swap agreements with a major financial
institution on a portion of its long-term borrowings. The interest rate swap
agreements involve the periodic exchange of payments without the exchange of the
notional amount upon which the payments are based. The differential to be
received or paid is accrued, as interest rates change, and recognized currently
in the statement of income and retained earnings.

INCOME TAXES

Landis Plastics, Inc. has elected by unanimous consent of its stockholders to be
taxed as an "S" corporation under Section 1362 of the Internal Revenue Code.
Accordingly, no provision or liability for federal income taxes is reflected in
the accompanying statements. Instead, the stockholders are liable for individual
federal income taxes on their respective share of the Company's taxable income.
However, the Company is liable for certain state income taxes. General
investment and employment tax credit carryforwards are available in various
states of approximately $900,000. These credits expire between 2004 and 2017.

NOTE 2. RETIREMENT PLAN

The Company provides a qualified 401(k) savings plan. Eligible employees may
defer between 2% and 10% of compensation each year, not to exceed the maximum
allowed by law. The. Company will match the employee contribution on a 50% basis
up to 6% contributed. In addition, for non-highly compensated employees, the
Company will match the employee contribution 100% for compensation deferrals
between 6% and 8%. No matching contributions will be made for compensation
deferrals in excess of 8%. Company contributions to the plan were $884,763 for
2002, and $854,530 for 2001.

NOTE 3. NOTES RECEIVABLE

Short-Term notes receivable are as follows at December 31:

<Table>
<Caption>
---------------------------------------------------------------------------------
                                                                2002       2001
---------------------------------------------------------------------------------
<S>                                                           <C>        <C>
Due from officers of the Company and beneficiaries of
   qualified stockholders' trusts, interest at 4.0% in 2002
   and 4.0% in 2001, due on demand, unsecured...............  $133,698   $105,924
                                                              -------------------
Total short-term notes receivable...........................  $133,698   $105,924
---------------------------------------------------------------------------------
</Table>

                                       F-41
<PAGE>

Long-Term notes receivable from related parties are as follows at December 31:

<Table>
<Caption>
-------------------------------------------------------------------------------------
                                                                 2002         2001
-------------------------------------------------------------------------------------
<S>                                                           <C>          <C>
Due from beneficiaries of qualified stockholders' trusts;
   interest at 6.5%; annual principal payments of $176,792
   plus interest until maturity in December, 2006; secured
   by stock certificates of Landis Plastics, Inc............  $  707,167   $  883,958
Due from various trusts with common beneficiaries as the
   qualified stockholders' trusts; interest at 9.0%;
   payments including principal and interest of $143,809 in
   2003 and $143,809 annually thereafter until maturity in
   January, 2006; unsecured, security in real estate is
   optional to the company..................................     465,901      559,367
Due from a trust whose trustee is an officer of the company;
   interest at 9.0%; principal payments of $90,543 in
   arrears at December 31, 2002; entire balance classified
   as short-term as of December 31, 2002; unsecured,
   security in real estate is optional to the company.......     218,353      218,353
Due from a trust whose trustee is an officer of the Company;
   interest at 6.0%; principal payments of $40,260 in
   arrears at December 31, 2002; entire balance classified
   as short-term as of December 31, 2002; unsecured,
   security in real estate is optional to the Company.......      50,325       50,325
Due from a partnership comprised of trusts with common
   beneficiaries as the qualified stockholders' trusts;
   interest at 7.5%; payments including principal and
   interest of 18,112 monthly until maturity in 2016,
   unsecured................................................   1,808,350    1,886,845
Due from beneficiaries of qualified stockholders' trusts;
   interest at 4.0%; principal due on demand; unsecured.....      71,901            -
                                                              -----------------------
Total notes receivable......................................   3,321,997    3,598,848
Less: current portion.......................................    (631,935)    (348,752)
                                                              -----------------------
Notes Receivable, Long-Term.................................  $2,690,062   $3,250,096
-------------------------------------------------------------------------------------
</Table>

NOTE 4. OTHER RECEIVABLES

On November 30, 1999, the Company entered into a certain Split Dollar Life
Insurance Agreement to fund an irrevocable insurance trust of an officer of the
Company. In addition, a Collateral Assignment Agreement was simultaneously
executed, providing the Company a security interest in the cash surrender value
of the policy upon its surrender, or, if not surrendered, in the proceeds
payable upon the death of the second to die under the terms of the policy.

The annual premium due under the terms of the policy currently approximates
$202,500. The Company, at the option of the owner of the policy, can be called
upon each year to pay all or a portion of this premium. The Company is
prohibited from borrowing against the cash surrender value, and cannot assign
its security interest in the policy to anyone except the policy owner or the
owner's nominee. The owner of the policy is the trustee of the irrevocable
trust. The premium balance owed to the Company on December 31, 2002 and 2001,
was $684,521 and $489,864, respectively, and is presented as other receivables
on the balance sheet.

                                       F-42
<PAGE>

NOTE 5. SHORT-TERM BORROWINGS

Short-Term borrowings at December 31, 2002 and 2001, consist of the following:

<Table>
<Caption>
-----------------------------------------------------------------------------------
                                                                2002        2001
-----------------------------------------------------------------------------------
<S>                                                           <C>        <C>
Due to officers of the Company and beneficiaries of
   qualified stockholders' trusts, interest at 4.0% in 2002
   and 4.0% in 2001, due on demand, unsecured...............  $746,762   $1,546,586
                                                              ---------------------
Total Short-Term Borrowings.................................  $746,762   $1,546,586
-----------------------------------------------------------------------------------
</Table>

NOTE 6. LONG-TERM DEBT

Notes payable as of December 31, 2002 and 2001, are as follows:

<Table>
<Caption>
---------------------------------------------------------------------------------------
                                                                 2002          2001
---------------------------------------------------------------------------------------
<S>                                                           <C>           <C>
Bank One, interest at the lesser of prime or LIBOR + 1.5%,
   monthly principal payments of $83,333 plus interest, due
   in 2005, secured by equipment............................  $ 2,836,504   $ 3,836,504
Bank One, interest at the lesser of prime or LIBOR + 1.5%,
   monthly principal payments of $100,000 plus interest, due
   March 1, 2004, secured by equipment......................    1,400,000     2,600,000
Due to officer/stockholder of Landis Plastics, Inc.;
   interest at 7.0%, semi-annual interest payments of
   $49,000, due May 1, 2004, retired in 2002 before
   maturity, unsecured......................................            -     1,400,000
C.M. Life Insurance Company, semi-annual interest payments
   at 8.88% on senior note until maturity, annual principal
   payments of $371,429 beginning in March of 2004 until
   maturity in March of 2010, unsecured.....................    2,600,000     2,600,000
Massachusetts Mutual Life Insurance Company, semi-annual
   interest payments at 8.88% on three separate senior notes
   until maturity, annual principal payments of $2,485,714
   beginning in March of 2004 until maturity in March of
   2010, unsecured..........................................   17,400,000    17,400,000
Northern Life Insurance Company, semi-annual interest
   payments at 8.88% on senior note until maturity, annual
   principal payments of $571,429 beginning in March of 2004
   until maturity in March of 2010, unsecured...............    4,000,000     4,000,000
Reliastar Life Insurance Company, semi-annual interest
   payments at 8.88% on senior note until maturity, annual
   principal payments of $428,571 beginning in March of 2004
   until maturity in March of 2010, unsecured...............    3,000,000     3,000,000
</Table>

                                       F-43
<PAGE>

<Table>
<Caption>
---------------------------------------------------------------------------------------
                                                                 2002          2001
---------------------------------------------------------------------------------------
<S>                                                           <C>           <C>
Sigler and Company, semi-annual interest payments at 8.88%
   on senior note until maturity, annual principal payments
   of $428,571 beginning in March of 2004 until maturity in
   March 2010, unsecured....................................    3,000,000     3,000,000
                                                              -------------------------
Total Notes Payable.........................................   34,236,504    37,836,504
Less: Current Portion.......................................   (2,200,000)   (2,200,000)
                                                              -------------------------
Long-Term Debt..............................................  $32,036,504   $35,636,504
---------------------------------------------------------------------------------------
</Table>

Maturities of long-term debt for the next five years are as follows:

<Table>
<Caption>
--------------------------------------------------------------
   2003         2004         2005         2006         2007
--------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>
$2,200,000   $5,485,714   $5,122,218   $4,285,714   $4,285,714
--------------------------------------------------------------
</Table>

The provisions of the Company's loan and credit agreements with Bank One require
the maintenance of at least $5,500,000 of working capital, and at each calendar
quarter end a ratio of current assets to current liabilities of not less than
1.22 to 1.0, a ratio of indebtedness to tangible net worth of not greater than
1.0 to 1.0, and a debt service ratio equal or greater than 1.2 to 1.0. The
Company is also required to maintain minimum tangible net worth of at least
$59,000,000 in 2002 and $61,500,000 in 2003. The Company was in compliance with
the aforementioned covenants as of December 31, 2002.

The provisions of the senior notes under the private placement agreement
requires the Company to maintain specified levels of consolidated net worth and
certain financial performance ratios. The covenants also stipulate certain
limitations on additional indebtedness, mergers or consolidations, asset sales,
investments, and transactions with affiliates. At December 31, 2002, the Company
was in compliance with all of these provisions.

NOTE 7. BANK LINE OF CREDIT

Under terms of an unsecured revolving credit agreement with Bank One, the
Company may borrow up to $10,000,000. The agreement expires March 27, 2003. All
borrowings under this agreement will be evidenced by one or more demand notes of
the Company and will bear interest at the lesser of prime or LIBOR +1.5%.
Nothing was borrowed against this agreement as of December 31, 2002 and 2001.

                                       F-44
<PAGE>

NOTE 8. COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL

The aggregate number of shares which the Company is authorized to issue is
100,000, divided into two classes of no par value shares. The designation of
each class and the number of shares of each class are as follows:

<Table>
<Caption>
------------------------------------------------------------------------------------------------------
                                               SHARES       2001      SHARES       2002      SHARES
                       SERIES     SHARES     OUTSTANDING   SHARES   OUTSTANDING   SHARES   OUTSTANDING
        CLASS          ------   AUTHORIZED    12-31-00     ISSUED    12-31-01     ISSUED    12-31-02
------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>          <C>           <C>      <C>           <C>      <C>
Common...............       A       50,000        536.00        -        536.00        -        536.00
Common...............       B       50,000      4,846.43    79.00      4,925.43    66.00      4,991.43
                       -------------------------------------------------------------------------------
                                   100,000      5,382.43    79.00      5,461.43    66.00      5,527.43
------------------------------------------------------------------------------------------------------
</Table>

The Common A and Common B stock are collectively referred to as common stock.
Except for exclusive voting rights and powers, all shares of Common A and Common
B stock are identical in all respects and entitle the holders thereof to the
same rights and privileges. The holders of Common A stock issued and outstanding
possess the exclusive right to notice of stockholders' meetings and the
exclusive voting rights and powers. The holders of Common B stock issued and
outstanding are not entitled to any notice of stockholders' meetings or to vote
upon any question affecting the affairs of the Company.

Changes in additional paid-in capital for the years ended December 31, 2002 and
2001, are as follows:

<Table>
<Caption>
----------------------------------------------------------------------
<S>                                                           <C>
Additional paid-in capital at December 31, 2000 and 2001....  $ 98,540
Stock-based compensation award to employees in 2002.........   155,436
                                                              --------
Additional paid-in capital at December 31, 2002.............  $253,976
----------------------------------------------------------------------
</Table>

NOTE 9. RESTRICTED STOCK PLAN AND STOCK-BASED COMPENSATION

In May of 2000 the Company adopted a restricted stock plan under which it may
grant shares of non-voting common stock to certain executive employees. The plan
is administered by the Compensation Committee of the Board of Directors and
covers the period from January 1, 2000, to December 31, 2005. The maximum number
of shares of non-voting common stock which may be subject to restricted stock
awards under the plan is 5,000. However, no individual recipient is entitled to
receive an aggregate total of more than ten percent of the shares available
under the plan.

The shares awarded pursuant to this plan are subject to certain restrictions on
transfer. Such restrictions will lapse with respect to one-fourth of the shares
awarded during each of the four consecutive calendar years beginning one year
after the date of issuance, but only if on the date the restrictions are to
lapse the recipient has been an employee of the Company continuously from the
time of the restricted stock award to such date of lapse.

For the years ended December 31, 2002 and 2001, the Company awarded shares of
non-voting common stock to various executive employees subject to the terms of
the restricted stock plan. A total of 66 shares were issued pursuant to the plan
in 2002, and 79 shares were issued in 2001. The weighted-average grant-date fair
value of the awarded stock amounted to $7,809 and $6,406 per share for 2002 and
2001, respectively. Compensation cost was not recognized

                                       F-45
<PAGE>

for stock-based employer compensation awards in 2001 because of the vesting
restrictions. Such compensation cost will be recognized in subsequent years as
the restrictions lapse. Compensation cost of $155,436 was recognized in 2002 for
stock-based employer compensation awards related to the shares on which
restrictions lapsed.

NOTE 10. FINANCIAL INSTRUMENTS

The Company has a number of financial instruments, none of which are held for
trading purposes. The Company estimates that the fair value of all financial
instruments at December 31, 2002, except as noted in the following paragraph,
does not differ materially from the aggregate carrying values of its financial
instruments recorded in the accompanying balance sheet. The estimated fair value
amounts have been determined by the Company using available market information
and appropriate valuation methodologies. Considerable judgment is required in
interpreting market data to develop the estimates of fair value, and,
accordingly, the estimates are not necessarily indicative of the amounts that
the Company could realize in a current market exchange.

Based on the borrowing rates currently available to the Company for long-term
debt with similar terms and average maturities, the fair value of long-term debt
is approximately $1.75 million greater than the carrying value as of December
31, 2002.

The Company has entered into an interest rate swap contract with the intent of
managing its exposure to interest rate risk. The contract fixes the interest
rate on approximately $2.84 million and $3.83 million of the Company's floating
rate obligations at December 31, 2002 and 2001, respectively, at an average base
rate of 4.97% per annum until expiration in 2005. Gains and losses from interest
rate swaps are recognized currently in the statement of income and retained
earnings.

The fair value of the interest rate swap agreement is provided to the Company by
a bank known to be a high volume participant in this market. The value
represents the estimated amount the Company would receive or pay to terminate
the agreement taking into consideration current interest rates. In the unlikely
event that the counterparty fails to perform under the contract, the Company
bears the credit risk that payments due to the Company may not be collected.

NOTE 11. CONCENTRATIONS OF CREDIT RISK

The Company's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash and cash equivalents and trade receivables.

The Company maintains cash and cash equivalent balances at several financial
institutions located in the Chicago area. Accounts at each institution are
insured by the Federal Deposit Insurance Corporation up to $100,000. The
Company's uninsured cash and cash equivalent balances total $11,753,654 and
$11,739,636 at December 31, 2002 and 2001, respectively.

Concentrations of credit risk with respect to trade accounts receivable are
limited due to the Company's routine assessments of the financial strength of
its customers. The Company maintains a provision for potential credit losses
based upon collectibility of all accounts receivable. The Company's historical
experience in collection of accounts receivable falls within the recorded
allowances.

Two major customers in the food industry accounted for approximately 49% of the
Company's product sales in 2002, and 44% of the Company's product sales in 2001.
Also, two major

                                       F-46
<PAGE>

suppliers accounted for approximately 83% of the Company's raw material
purchases in 2002, and 87% of the Company's raw material purchases in 2001.

NOTE 12. SELF INSURANCE

Landis Plastics, Inc. maintains outside insurance coverage for worker's
compensation claims in the states of Indiana and Arizona, but is self insured in
the states of Illinois and New York. The Company does, however, maintain outside
insurance coverage for Illinois and New York claims that exceed $300,000 per
occurrence, and $778,819 in aggregate for all claims in a policy year.

In accordance with Illinois state requirements, the Company maintains an
irrevocable standby letter of credit in the amount of $250,000 from Bank One for
the benefit of the Industrial Commission of Illinois. In accordance with New
York state requirements, the Company maintains an irrevocable standby letter of
credit in the amount of $1,010,613 from Bank One for the benefit of the state of
New York Workmen's Compensation Board. No funds were drawn under either letter
of credit in 2002 or 2001.

All approved claims of approximately $519,000 and $487,000 were paid by the
Company in 2002 and 2001, respectively. The Company has recorded an accrued
liability of $719,266 for pending claims as of December 31, 2002.

NOTE 13. LEASE COMMITMENTS

The plants in Chicago Ridge and Alsip, Illinois, are owned by related parties
and leased to the Company under annual agreements expiring December 31, 2003.
The annual rental is $289,000 for the Chicago Ridge facility and $2,810,100 for
the Alsip facility. The Company is liable for property taxes and insurance. The
plants in Indiana are owned by the Company.

The facility in Solvay, New York, is owned by related parties and leased to the
Company under a ten year lease expiring in June, 2004. The annual rental is
$600,000 and the Company is also liable for property taxes and insurance. The
lease provides an option to the Company for two renewal terms for successive
periods of five years each with annual rentals remaining the same.

The facility in Tolleson, Arizona, is owned by related parties and leased to the
Company under an annual agreement expiring December 31, 2003. The annual rental
is $1,200,000 and the Company is also liable for property taxes and insurance.

Minimum future rental payments under noncancelable operating leases having
remaining terms in excess of one year as of December 31, 2002, for each of the
next five years are as follows:

<Table>
<Caption>
----------------------------------------------------------------------
                            YEAR                               AMOUNT
----------------------------------------------------------------------
<S>                                                           <C>
2003........................................................  $600,000
2004........................................................   300,000
2005........................................................         -
2006........................................................         -
2007........................................................         -
----------------------------------------------------------------------
</Table>

The Company also leases warehouses under several operating leases on a month to
month basis. Total rent expense for all operating leases approximated $6 million
for 2002, and $6 million for 2001.

                                       F-47
<PAGE>

NOTE 14. STOCKHOLDERS' AGREEMENT

The stockholders of the Company have an agreement stipulating, among other
things, the terms under which the Company's stock can be sold or transferred.
The agreement provides that a stockholder intending to dispose of an interest in
the Company must first obtain written consent of the Company and all other
stockholders. The Company has the option to redeem shares upon the death,
disability, or termination of employment of a stockholder if certain other
stockholders do not exercise their options to purchase. The Company is not
required to redeem shares under any circumstances.

NOTE 15. OTHER COMMITMENTS AND CONTINGENCIES

The Company was a party to several related claims involving employment matters.
In December of 2000, the Company entered into a Consent Decree with the Equal
Employment Opportunity Commission (EEOC) to settle the claims. Under the Consent
Decree, the Company established a claims settlement fund at a bank for $782,000
for the benefit of various claimants. The interest bearing bank account had a
balance of $0 and $707,493 as of December 31, 2002 and 2001, respectively. The
balance in the account is reflected in the financial statements as of December
31, 2002 and 2001, as "restricted cash for accrued EEOC settlements" and the
related current liability is included in "other accrued expenses."

The Company was also a defendant in a third party action arising out of an
injury to an employee. The parties reached a settlement in February of 2002, and
liability was apportioned to an equipment manufacturer and the Company. Landis
Plastics, Inc. agreed to contribute $140,000 to the total settlement of
$425,000. This liability of $140,000 was properly accrued for in the financial
statements as of December 31, 2001, and paid in 2002.

Other claims, suits, and complaints arising in the ordinary course of operations
have been filed or are pending against the Company. In the opinion of
management, such matters are without merit or are of such kind, or involve such
amounts, as would not have a significant effect on the financial position or
results of operations of the Company if disposed of unfavorably.

NOTE 16. RECLASSIFICATIONS

Certain amounts for 2001 have been reclassified to conform with 2002
classifications. Such reclassifications had no effect on reported net income.

                                       F-48
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

Board of Directors
Landis Plastics, Inc.

Gentlemen:

We have audited the accompanying balance sheets of Landis Plastics, Inc. (an
Illinois Corporation), as of December 31, 2000 and 1999, and the related
statements of income and retained earnings, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Landis Plastics, Inc., as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

/s/ ROCHE, SCHOLZ, ROCHE & WALSH, LTD.

February 21, 2001

                                       F-49
<PAGE>

                             LANDIS PLASTICS, INC.

                                 BALANCE SHEETS

<Table>
<Caption>
-----------------------------------------------------------------------------------------
DECEMBER 31, 2000 AND 1999                                        2000           1999
-----------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents--unrestricted..................  $  6,672,749   $  1,877,886
   Restricted cash for accrued EEOC Settlements.............       681,367              -
                                                              ---------------------------
      Total cash and cash equivalents.......................     7,354,116      1,877,886
Receivables:
   Trade accounts...........................................    17,435,573     12,734,681
   Short-term notes.........................................       118,345        321,917
   Current portion of long-term notes.......................       365,703        325,035
   Inventory................................................    16,736,731     19,138,563
   Other current assets.....................................     2,681,187      1,843,650
                                                              ---------------------------
      Total current assets..................................    44,691,655     36,241,732
                                                              ---------------------------
Property, plant and equipment:
   Land and improvements....................................       828,926        947,014
   Buildings and improvements...............................    12,835,190     11,836,436
   Machinery and equipment..................................   140,392,672    122,882,230
   Less: accumulated depreciation...........................   (75,877,431)   (65,192,708)
                                                              ---------------------------
      Total property plant and equipment, net...............    78,179,357     70,472,972
                                                              ---------------------------
Other assets:
   Long-term notes receivable, net of current portion.......     3,415,035      3,569,229
   Other receivables........................................       294,401        101,239
   Deposits.................................................     2,958,338      5,608,594
   Other assets.............................................       281,750          5,902
                                                              ---------------------------
      Total other assets....................................     6,949,524      9,284,964
                                                              ---------------------------
Total assets................................................  $129,820,536   $115,999,668
                                                              ---------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable.........................................  $  6,345,900   $  8,198,108
   Short-term borrowings....................................     2,074,826      1,894,073
   Current portion of long-term debt........................     7,371,188      6,036,198
   Customer deposits........................................       410,067      2,783,605
   Accrued payroll and vacation.............................     3,059,246      2,988,201
   Accrued property taxes...................................     1,281,500      1,136,770
   Other accrued expenses...................................     4,762,941      2,814,957
                                                              ---------------------------
      Total current liabilities.............................    25,305,668     25,851,912
                                                              ---------------------------
Long-term liabilities:
   Bank line of credit......................................             -      4,000,000
   Long-term debt, net of current portion...................    38,436,504     26,416,685
                                                              ---------------------------
      Total long-term liabilities...........................    38,436,504     30,416,685
                                                              ---------------------------
Stockholders' equity:
   Common stock.............................................        53,600         53,600
   Additional paid-in capital...............................        98,540          3,213
   Retained earnings........................................    65,926,224     59,674,258
                                                              ---------------------------
      Total stockholders' equity............................    66,078,364     59,731,071
                                                              ---------------------------
Total liabilities and stockholders' equity..................  $129,820,536   $115,999,668
-----------------------------------------------------------------------------------------
</Table>

See accompanying notes to financial statements.

                                       F-50
<PAGE>

                             LANDIS PLASTICS, INC.

                   STATEMENTS OF INCOME AND RETAINED EARNINGS

<Table>
<Caption>
-----------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999                    2000           1999
-----------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
Revenue
   Product sales............................................  $185,967,238   $157,412,421
   Other sales..............................................     8,340,428     10,614,003
                                                              ---------------------------
      Total revenue.........................................   194,307,666    168,026,424
                                                              ---------------------------
Cost of goods sold
   Materials................................................    72,795,045     56,964,595
   Direct labor.............................................    18,635,870     17,532,696
   Manufacturing overhead...................................    63,653,075     59,356,910
                                                              ---------------------------
      Total cost of goods sold..............................   155,083,990    133,854,201
                                                              ---------------------------
Gross profit................................................    39,223,676     34,172,223
                                                              ---------------------------
General expenses
   Selling and marketing....................................     4,107,158      3,907,364
   Administrative...........................................    11,361,379     10,526,110
   Transportation...........................................     2,324,249      2,483,610
   Warehousing..............................................     8,286,324      7,290,601
   Asset impairment loss....................................       425,556              -
                                                              ---------------------------
      Total general expenses................................    26,504,666     24,207,685
                                                              ---------------------------
Operating income............................................    12,719,010      9,964,538
Other income (expense)
   Interest income..........................................       847,980        466,981
   Interest expense.........................................    (3,974,909)    (2,245,476)
   Miscellaneous............................................         5,291              -
   Gain (loss) on sale of equipment.........................       936,990         (4,993)
                                                              ---------------------------
Net income before income taxes..............................    10,534,362      8,181,050
Provision for state income taxes............................        12,348        155,400
                                                              ---------------------------
Net income..................................................    10,522,014      8,025,650
Retained earnings--beginning of year........................    59,674,258     55,258,608
Stockholder distributions...................................    (4,270,048)    (3,610,000)
                                                              ---------------------------
Retained earnings--end of year..............................  $ 65,926,224   $ 59,674,258
-----------------------------------------------------------------------------------------
</Table>

See accompanying notes to financial statements.

                                       F-51
<PAGE>

                             LANDIS PLASTICS, INC.

                            STATEMENTS OF CASH FLOWS

<Table>
<Caption>
-----------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999                    2000           1999
-----------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
Cash flows from operating activities:
   Net income...............................................  $ 10,522,014   $  8,025,650
   Adjustments to reconcile net income to net cash provided
      by operating activities:
      Depreciation..........................................    11,267,089      9,407,211
      Amortization..........................................       504,594        672,539
      Employee stock-based compensation.....................        95,327              -
      Asset impairment loss.................................       425,556              -
      (Gain) loss on sale of equipment......................      (936,990)         4,993
      Loss on disposal of intangible asset..................        10,942              -
      Reduction in provision for losses on accounts
         receivable.........................................       (11,714)        (5,433)
   (Increase) decrease in:
      Accounts receivable...................................    (4,689,178)    (1,136,098)
      Inventory.............................................     2,401,832     (1,970,101)
      Other assets..........................................    (1,113,385)    (1,046,396)
      Other receivables.....................................      (193,162)      (101,239)
   Increase (decrease) in:
      Accounts payable......................................    (3,171,873)      (904,814)
      Customer deposits.....................................    (2,373,538)       329,445
      Other current liabilities.............................     2,163,759      1,100,841
                                                              ---------------------------
         Net cash provided by operating activities..........    14,901,273     14,376,598
                                                              ---------------------------
Cash flows from investing activities:
   Capital acquisitions and equipment deposits..............   (16,632,800)   (15,631,896)
   Proceeds from sale of equipment..........................     1,187,770          5,350
   Long-term loan to related parties........................      (150,000)    (1,632,000)
   Principal payments from related parties on long-term
      loans.................................................       263,526      1,966,187
                                                              ---------------------------
         Net cash used in investing activities..............   (15,331,504)   (15,292,359)
                                                              ---------------------------
Cash flows from financing activities:
   Net short-term borrowings from related parties...........       384,325        818,755
   Proceeds from long-term debt.............................    30,000,000     18,000,000
   Net proceeds or repayment on line of credit..............    (4,000,000)     3,000,000
   Principal payments on long-term debt.....................   (16,207,816)    (9,983,953)
   Principal payments on short-term debt....................             -       (413,232)
   Stockholder distributions................................    (4,270,048)    (3,610,000)
   Redemption of common stock...............................             -     (6,604,780)
                                                              ---------------------------
         Net cash provided by financing activities..........     5,906,461      1,206,790
                                                              ---------------------------
Net increase in cash........................................     5,476,230        291,029
Cash and cash equivalents at beginning of year..............     1,877,886      1,586,857
                                                              ---------------------------
Cash and cash equivalents at end of year....................  $  7,354,116   $  1,877,886
-----------------------------------------------------------------------------------------
</Table>

See accompanying notes to financial statements.

                                       F-52
<PAGE>

                             LANDIS PLASTICS, INC.

                       NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

Landis Plastics, Inc. is a closely held corporation that manufactures plastic
products. Offices and plants are located in Chicago Ridge and Alsip, Illinois;
Monticello and Richmond, Indiana; Solvay, New York; and Tolleson, Arizona. Two
major customers in the food industry accounted for approximately 41% of the
Company's product sales in 2000 and 37% of the Company's product sales in 1999.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

ACCOUNTS RECEIVABLE

Accounts receivable are reduced by an allowance for doubtful accounts of $36,906
at December 31, 2000, and $48,620 at December 31, 1999.

INVENTORIES

The Company values substantially all of its inventories at cost determined on a
last-in, first-out (LIFO) basis. The LIFO method resulted in a valuation below
cost of $1,245,042 at December 31, 2000 and $1,907,495 at December 31, 1999.

PROPERTY, PLANT AND EQUIPMENT

Land, buildings and equipment are stated at cost. Depreciation is computed on
the straight-line basis for financial statement purposes over the estimated
useful lives of the assets as follows:

<Table>
<S>                                                           <C>
-------------------------------------------------------------------------
Machinery...................................................     10 Years
Transportation equipment....................................   5-10 Years
Other equipment and fixtures................................   5-10 Years
Land improvements...........................................     20 Years
Leasehold improvements......................................  10-40 Years
Buildings...................................................     40 Years
</Table>

                                       F-53
<PAGE>

ASSET IMPAIRMENT LOSS

In 2000, as required by Statement of Financial Accounting Standards (SFAS) No.
121, "Accounting for the impairment of long-lived assets and for long-lived
assets to be disposed of," the Company recorded losses on long-lived assets. The
total impairment of long-lived assets was $425,556 related to stacking and
handling equipment that did not meet performance criteria. The impairment charge
was the difference between the carrying value and the estimated fair value of
the assets. The Company estimated fair values based on discounted future cash
flows.

AMORTIZATION

The discounts relating to the non-interest bearing notes will be amortized over
the two year terms of the notes using the interest expense method.

CASH AND CASH EQUIVALENTS

For financial statement presentation purposes, the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents. They may include cash, money market funds, and
short-term investments in commercial paper.

CASH FLOW STATEMENT

Cash used by operating activities included payments for interest and income
taxes as follows:

<Table>
<Caption>
-------------------------------------------------------------------------------------
                                                                 2000         1999
-------------------------------------------------------------------------------------
<S>                                                           <C>          <C>
Interest paid...............................................  $2,673,667   $1,565,318
Income taxes paid...........................................       2,348       35,885
</Table>

Supplemental disclosures of noncash investing and financing activities:

Noncash investing and financing transactions consisting of the cost of acquiring
machinery and equipment and the related obligations have been included in fixed
assets and notes payable, respectively, in the accompanying financial statements
at a discounted value of $4,648,032 at December 31, 1999. Amortization of the
loan discount increased the note payable by $504,594 during 2000, and $672,539
during 1999.

Additional noncash investing and financing activities consist of the following:

<Table>
<Caption>
-------------------------------------------------------------------------------------
                                                                 2000         1999
-------------------------------------------------------------------------------------
<S>                                                           <C>          <C>
Capital expenditures included in accounts payable...........  $1,319,665   $2,431,743
Long-term debt retired from sale of assets..................     941,969            -
Stock-based compensation costs and related credit to
   additional paid-in-capital...............................      95,327            -
</Table>

RETIREMENT PLAN

The Company provides a qualified 401(k) savings plan. Eligible employees may
defer between 2% and 10% of compensation each year, not to exceed the maximum
allowed by law. The Company will match the employee contribution on a 50% basis
up to 6% contributed. In addition, for non-highly compensated employees, the
Company will match the employee

                                       F-54
<PAGE>

contribution 100% for compensation deferrals between 6% and 8%. No matching
contributions will be made for compensation deferrals in excess of 8%. Company
contributions to the plan were $815,835 for 2000, and $743,254 for 1999.

INCOME TAXES

Landis Plastics, Inc. has elected by unanimous consent of its stockholders to be
taxed as an "S" corporation under Section 1362 of the Internal Revenue Code for
years beginning after December 31, 1986. Accordingly, no provision or liability
for federal income taxes is reflected in the accompanying statements. Instead,
the stockholders are liable for individual federal income taxes on their
respective share of the Company's taxable income. However, the Company is liable
for certain state income taxes. General investment and employment tax credit
carryforwards are available in various states of approximately $760,000. These
credits expire between 2003 and 2014.

NOTE 2. NOTES RECEIVABLE

Short-Term notes receivable are as follows at December 31:

<Table>
<Caption>
---------------------------------------------------------------------------------
                                                                2000       1999
---------------------------------------------------------------------------------
<S>                                                           <C>        <C>
Due from officers of the company and beneficiaries of
   qualified stockholders' trusts, interest at 7.0%, due on
   demand, unsecured........................................  $118,345   $321,917
                                                              -------------------
Total short-term notes receivable...........................  $118,345   $321,917
---------------------------------------------------------------------------------
</Table>

Long-Term notes receivable from related parties are as follows at December 31:

<Table>
<Caption>
-------------------------------------------------------------------------------------
                                                                 2000         1999
-------------------------------------------------------------------------------------
<S>                                                           <C>          <C>
Due from beneficiaries of qualified stockholders' trusts;
   interest at 6.5%; annual principal payments of $176,792
   plus interest until maturity in December, 2006; secured
   by stock certificates of Landis Plastics, Inc............  $1,060,750   $1,237,542
Due from various trusts with common beneficiaries as the
   qualified stockholders' trusts; interest at 9.0%;
   payments including principal and interest of $262,161 in
   2001 and $183,260 annually thereafter until maturity in
   January, 2006; unsecured, security in real estate is
   optional to the company..................................     863,468      942,137
Due from various trusts with common beneficiaries as the
   qualified stockholders' trusts; interest at 6.0%;
   principal payments of $38,260 plus interest due in 2001
   and $18,130 plus interest annually thereafter until
   maturity in March, 2003; unsecured, security in real
   estate is optional to the company........................      74,520       82,585
Due from a partnership comprised of trusts with common
   beneficiaries as the qualified stockholders' trusts;
   interest at 7.0%; principal due on January 1, 2002;
   unsecured................................................      29,000       29,000
Due from a partnership comprised of trusts with common
   beneficiaries as the qualified stockholders' trusts;
   interest at 7.0%; principal due on January 1, 2002;
   unsecured................................................     116,000      116,000
</Table>

                                       F-55
<PAGE>

<Table>
<Caption>
-------------------------------------------------------------------------------------
                                                                 2000         1999
-------------------------------------------------------------------------------------
<S>                                                           <C>          <C>
Due from a partnership comprised of trusts with common
   beneficiaries as the qualified stockholders' trusts;
   interest at 7.0%; principal due on January 1, 2002;
   unsecured................................................   1,044,000    1,044,000
Due from a partnership comprised of trusts with common
   beneficiaries as the qualified stockholders' trusts;
   interest at 7.0%; principal due on January 1, 2002;
   unsecured................................................     243,000      243,000
Due from a partnership comprised of trusts with common
   beneficiaries as the qualified stockholders' trusts;
   interest at 7.0%; principal due on January 1, 2002;
   unsecured................................................     200,000      200,000
Due from a partnership comprised of trusts with common
   beneficiaries as the qualified stockholders' trusts;
   interest at 7.0%; principal due on January 1, 2002;
   unsecured................................................     150,000            -
                                                              -----------------------
Total notes receivable......................................   3,780,738    3,894,264
Less: current portion.......................................    (365,703)    (325,035)
                                                              -----------------------
Notes receivable, long-term.................................  $3,415,035   $3,569,229
-------------------------------------------------------------------------------------
</Table>

NOTE 3. OTHER RECEIVABLES

On November 30, 1999, the Company entered into a certain Split Dollar Life
Insurance Agreement to fund an irrevocable insurance trust of an officer of the
Company. In addition, a Collateral Assignment Agreement was simultaneously
executed, providing the Company a security interest in the cash surrender value
of the policy upon its surrender, or, if not surrendered, in the proceeds
payable upon the death of the second to die under the terms of the policy.

The annual premium due under the terms of the policy currently approximates
$202,500. The Company, at the option of the owner of the policy, can be called
upon each year to pay all or a portion of this premium. The Company is
prohibited from borrowing against the cash surrender value, and cannot assign
its security interest in the policy to anyone except the policy owner or the
owner's nominee. The owner of the policy is the trustee of the irrevocable
trust. The premium balance owed to the Company on December 31, 2000 and 1999,
was $294,401 and $101,239, respectively, and is presented as other receivables
on the balance sheet.

NOTE 4. SHORT-TERM BORROWINGS

Short-Term borrowings at December 31, 2000 and 1999, consist of the following:

<Table>
<Caption>
-------------------------------------------------------------------------------------
                                                                 2000         1999
-------------------------------------------------------------------------------------
<S>                                                           <C>          <C>
Due to officers of the company and beneficiaries of
   qualified stockholders' trusts, interest at 7.0%, due on
   demand, unsecured........................................  $2,074,826   $1,894,073
                                                              -----------------------
Total short-term borrowings.................................  $2,074,826   $1,894,073
-------------------------------------------------------------------------------------
</Table>

                                       F-56
<PAGE>

NOTE 5. LONG-TERM DEBT

Notes payable as of December 31, 2000 and 1999, are as follows:

<Table>
<Caption>
---------------------------------------------------------------------------------------
                                                                 2000          1999
---------------------------------------------------------------------------------------
<S>                                                           <C>           <C>
American National Bank and Trust Company of Chicago,
   interest at the lesser of prime or LIBOR + 1.5%,
   quarterly principal payments of $125,000, retired in 2000
   before maturity, secured by equipment; the 1999
   outstanding principal balance was classified as
   non-current pursuant to the Company's intention and
   ability to refinance this obligation on a long-term
   basis....................................................  $         -   $   720,086
American National Bank and Trust Company of Chicago,
   interest at the lesser of prime or LIBOR + 1.5%, monthly
   principal payments of $83,333 plus interest, due in 2004,
   secured by equipment.....................................    4,836,504     5,823,282
Export Development Corporation, imputed interest on ten
   separate notes ranging from 6.9375% to 7.44%, principal
   balance is due at maturity ranging from February of 1999
   to January of 2000, net of unamortized discounts of $0
   and $2,000 at December 31, 2000 and 1999, respectively,
   unsecured................................................            -       651,536
Export Development Corporation, imputed interest on four
   separate notes ranging from 6.9975% to 7.3250%, principal
   balance is due at maturity ranging from February of 2000
   to December of 2000, net of unamortized discounts of $0
   and $125,736 at December 31, 2000 and 1999, respectively,
   unsecured................................................            -     2,951,466
Cessna Finance Corporation, interest at prime less 1.25%
   included in monthly payments of $6,085.70, retired in
   2000 before maturity, secured by equipment...............            -       945,441
Export Development Corporation, imputed interest on eight
   separate notes ranging from 6.6575% to 7.6675%, principal
   balance is due at maturity ranging from January of 2001
   to September of 2001, net of unamortized discounts of
   $142,871 and $476,797 at December 31, 2000 and 1999,
   respectively, unsecured..................................    5,171,188     4,837,262
American National Bank and Trust Company of Chicago,
   interest at the lesser of prime or LIBOR + 1.5%, monthly
   principal payments of $119,048 plus interest, retired in
   2000 before maturity, secured by equipment; $5,000,000 of
   the 1999 outstanding principal balance was classified as
   non-current pursuant to the Company's intention and
   ability to refinance this obligation on a long-term
   basis....................................................            -     9,523,810
American National Bank and Trust Company of Chicago,
   interest at the lesser of prime or LIBOR + 1.5%, monthly
   principal payments of $100,000 plus interest, due March
   1, 2004, secured by equipment............................    3,800,000     5,000,000
Due to officer/stockholder of Landis Plastics, Inc.;
   interest at 7.0%, semi-annual interest payments of
   $49,000, due May 1, 2004, unsecured......................    1,400,000     1,400,000
</Table>

                                       F-57
<PAGE>

<Table>
<Caption>
---------------------------------------------------------------------------------------
                                                                 2000          1999
---------------------------------------------------------------------------------------
<S>                                                           <C>           <C>
Due to officer/stockholder of Landis Plastics, Inc.;
   interest at 7.0%, semi-annual interest payments of
   $21,000, due May 1, 2004, unsecured......................      600,000       600,000
C.M. Life Insurance Company, semi-annual interest payments
   at 8.88% on senior note until maturity, annual principal
   payments of $371,429 beginning in March of 2004 until
   maturity in March of 2010, unsecured.....................    2,600,000             -
Massachusetts Mutual Life Insurance company, semi-annual
   interest payments at 8.88% on three separate senior notes
   until maturity, annual principal payments of $2,485,714
   beginning in March of 2004 until maturity in March of
   2010, unsecured..........................................   17,400,000             -
Northern Life Insurance Company, semi-annual interest
   payments at 8.88% on senior note until maturity, annual
   principal payments of $571,429 beginning in March of 2004
   until maturity in March of 2010, unsecured...............    4,000,000             -
Reliastar Life Insurance Company, semi-annual interest
   payments at 8.88% on senior note until maturity, annual
   principal payments of $428,571 beginning in March of 2004
   until maturity in March of 2010, unsecured...............    3,000,000             -
Sigler and Company, semi-annual interest payments at 8.88%
   on senior note until maturity, annual principal payments
   of $428,571 beginning in March of 2004 until maturity in
   March of 2010, unsecured.................................    3,000,000             -
                                                              -------------------------
Total notes payable.........................................   45,807,692    32,452,883
Less: current portion.......................................   (7,371,188)   (6,036,198)
                                                              -------------------------
Long-term debt..............................................  $38,436,504   $26,416,685
---------------------------------------------------------------------------------------
</Table>

Maturities of long-term debt for the next five years are as follows:

<Table>
<Caption>
--------------------------------------------------------------
   2001         2002         2003         2004         2005
--------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>
$7,371,188   $2,200,000   $2,200,000   $7,485,714   $5,122,218
</Table>

The provisions of the Company's loan and credit agreements with American
National Bank and Trust Company of Chicago require the maintenance of at least
$5,500,000 of working capital, and at each calendar quarter end a ratio of
current assets to current liabilities of not less than 1.22 to 1.0, a ratio of
indebtedness to tangible net worth of not greater than 1.0 to 1.0, and a debt
service ratio equal or greater than 1.2 to 1.0. The Company is also required to
maintain minimum tangible net worth of at least $54,000,000 in 2000 and
$56,500,000 in 2001. The Company was in compliance with the aforementioned
covenants as of December 31, 2000.

The provisions of the senior notes under the private placement agreement
requires the Company to maintain specified levels of consolidated net worth and
certain financial performance ratios. The covenants also stipulate certain
limitations on additional indebtedness, mergers or consolidations, asset sales,
investments, and transactions with affiliates. At December 31, 2000, the Company
was in compliance with all of these provisions.

                                       F-58
<PAGE>

NOTE 6. BANK LINE OF CREDIT

Under terms of an unsecured revolving credit agreement with American National
Bank and Trust Company of Chicago, the Company may borrow up to $5,000,000. The
agreement has no expiration date. All borrowings under this agreement will be
evidenced by one or more demand notes of the Company and will bear interest at
the bank's prime rate. Nothing was borrowed against this agreement as of
December 31, 2000. $4,000,000 was borrowed as of December 31, 1999, and was
classified as non-current pursuant to the Company's intention and ability to
refinance this obligation on a long-term basis.

NOTE 7. COMMON STOCK AND ADDITIONAL PAID-IN-CAPITAL

The aggregate number of shares which the Company is authorized to issue is
100,000, divided into two classes. The designation of each class, the number of
shares of each class, and the par value, if any, are as follows:

<Table>
<Caption>
-----------------------------------------------------------------------------------------------
                                                               SHARES       NEW       SHARES
                                                  SHARES     OUTSTANDING   SHARES   OUTSTANDING
CLASS                   SERIES    PAR VALUE     AUTHORIZED    12-31-99     ISSUED    12-31-00
-----------------------------------------------------------------------------------------------
<S>                     <C>      <C>            <C>          <C>           <C>      <C>
Common................       A   No par value       50,000        536.00        -        536.00
Common................       B   No par value       50,000      4,824.00    22.43      4,846.43
                                                -----------------------------------------------
                                                   100,000      5,360.00    22.43      5,382.43
-----------------------------------------------------------------------------------------------
</Table>

The Common A and Common B stock are collectively referred to as common stock.
Except for exclusive voting rights and powers, all shares of Common A and Common
B stock are identical in all respects and entitle the holders thereof to the
same rights and privileges. The holders of Common A stock issued and outstanding
possess the exclusive right to notice of stockholders' meetings and the
exclusive voting rights and powers. The holders of Common B stock issued and
outstanding are not entitled to any notice of stockholders' meetings or to vote
upon any question affecting the affairs of the Company.

Changes in additional paid-in-capital for the years ended December 31, 2000 and
1999, are as follows:

<Table>
<Caption>
---------------------------------------------------------------------
<S>                                                           <C>
Additional paid-in-capital at December 31, 1998 and 1999....  $ 3,213
Stock-based compensation award to an employee...............   95,327
                                                              -------
Additional paid-in-capital at December 31, 2000.............  $98,540
---------------------------------------------------------------------
</Table>

NOTE 8. RESTRICTED STOCK PLAN AND STOCK-BASED COMPENSATION

In May of 2000 the Company adopted a restricted stock plan under which it may
grant shares of non-voting common stock to certain executive employees. The plan
is administered by the Compensation Committee of the Board of Directors and
covers the period from January 1, 2000, to December 31, 2005. The maximum number
of shares of non-voting common stock which may be subject to restricted stock
awards under the plan is 5,000. However, no individual recipient is entitled to
receive an aggregate total of more than ten percent of the shares available
under the plan.

                                       F-59
<PAGE>

The shares awarded pursuant to this plan are subject to certain restrictions on
transfer. Such restrictions will lapse with respect to one-fourth of the shares
awarded on April 30 during each of the four consecutive calendar years beginning
with the first April 30th following the calendar year during which the award is
made, but only if on the date the restrictions are to lapse the recipient has
been an employee of the Company continuously from the time of the restricted
stock award to such date of lapse.

For the year ended December 31, 2000, there were no stock awards subject to the
terms and restrictions of this plan. However, the Company issued 22.43 shares of
non-voting common stock to an executive employee during 2000 which was not
subject to the restricted stock plan. This transaction was recorded in
accordance with SEAS No. 123, "Accounting for Stock-Based Compensation," which
encourages entities to account for various equity instruments using a fair value
approach. An independent appraisal of the Company was utilized to determine fair
value. The total compensation cost recognized for stock-based employee
compensation awards in 2000 was $95,327.

NOTE 9. FAIR VALUES OF FINANCIAL INSTRUMENTS

The Company has a number of financial instruments, none of which are held for
trading purposes. The Company estimates that the fair value of all financial
instruments at December 31, 2000, does not differ materially from the aggregate
carrying values of its financial instruments recorded in the accompanying
balance sheet. The estimated fair value amounts have been determined by the
Company using available market information and appropriate valuation
methodologies. Considerable judgment is necessarily required in interpreting
market data to develop the estimates of fair value, and, accordingly, the
estimates are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.

NOTE 10. CONCENTRATIONS OF CREDIT RISK

The Company's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash and cash equivalents and trade receivables.

The Company maintains cash and cash equivalent balances at several financial
institutions located in the Chicago area. Accounts at each institution are
insured by the Federal Deposit Insurance Corporation up to $100,000. The
Company's uninsured cash and cash equivalent balances total $10,503,189 at
December 31, 2000.

Concentrations of credit risk with respect to trade accounts receivable are
limited due to the Company's routine assessments of the financial strength of
its customers. The Company's historical experience in collection of accounts
receivable falls within the recorded allowances.

NOTE 11. SELF INSURANCE

Landis Plastics, Inc. maintains outside insurance coverage for worker's
compensation claims in the states of Indiana and Arizona, but is self insured in
the states of Illinois and New York. The company does, however, maintain outside
insurance coverage for Illinois and New York claims that exceed $300,000 per
occurrence, and $778,819 in aggregate for all claims in a policy year.

In accordance with Illinois state requirements, the Company maintains an
irrevocable standby letter of credit in the amount of $250,000 from American
National Bank and Trust Company of Chicago for the benefit of the Industrial
Commission of Illinois. In accordance with New York

                                       F-60
<PAGE>

state requirements, the Company maintains an irrevocable standby letter of
credit in the amount of $1,010,613 from American National Bank and Trust Company
of Chicago for the benefit of the state of New York Workmen's Compensation
Board. No funds were drawn under either letter of credit in 2000 or 1999.

All approved claims of approximately $504,000 and $563,300 were paid by the
Company in 2000 and 1999, respectively. The Company has recorded an accrued
liability of $548,091 for pending claims as of December 31, 2000.

NOTE 12. LEASE COMMITMENTS

The plants in Chicago Ridge and Alsip, Illinois, are owned by related parties
and leased to the Company under annual agreements expiring December 31, 2001.
The annual rental is $289,000 for the Chicago Ridge facility and $2,810,100 for
the Alsip facility. The Company is liable for property taxes and insurance. The
plants in Indiana are owned by the Company.

The facility in Solvay, New York, is owned by related parties and leased to the
Company under a ten year lease expiring in June, 2004. The annual rental is
$600,000 and the Company is also liable for property taxes and insurance. The
lease provides an option to the Company for two renewal terms for successive
periods of five years each with annual rentals remaining the same.

The facility in Tolleson, Arizona, is owned by related parties and leased to the
Company under an annual agreement expiring December 31, 2001. The annual rental
is $1,200,000 and the Company is also liable for property taxes and insurance.

Minimum future rental payments under noncancelable operating leases having
remaining terms in excess of one year as of December 31, 2000, for each of the
next five years are as follows:

<Table>
<Caption>
----------------------------------------------------------------------
YEAR                                                           AMOUNT
----------------------------------------------------------------------
<S>                                                           <C>
2001........................................................  $600,000
2002........................................................   600,000
2003........................................................   600,000
2004........................................................   300,000
2005........................................................        --
----------------------------------------------------------------------
</Table>

The Company also leases warehouses under several operating leases on a month to
month basis. Total rent expense for all operating leases amounted to $4,732,454
and $4,177,775 for 2000 and 1999, respectively.

NOTE 13. STOCKHOLDERS' AGREEMENT

The stockholders of the Company have an agreement stipulating, among other
things, the terms under which the Company's stock can be sold or transferred.
The agreement provides that a stockholder intending to dispose of an interest in
the Company must first obtain written consent of the Company and all other
stockholders. The Company has the option to redeem shares upon the death,
disability, or termination of employment of a stockholder if certain other
stockholders do not exercise their options to purchase. The Company is not
required to redeem shares under any circumstances.

                                       F-61
<PAGE>

NOTE 14. OTHER COMMITMENTS AND CONTINGENCIES

In addition to the standby letters of credit required for self insurance
purposes as identified in Note 11, the Company is contingently liable for
performance under standby letters of credit to collateralize its obligations to
a third party for the purchase of equipment. These irrevocable standby letters
of credit in the amount of $1,381,230 from American National Bank and Trust
Company of Chicago as of December 31, 2000, are for the benefit of an equipment
manufacturing vendor. Management does not expect any material losses to result
from these off-balance-sheet instruments and, therefore, is of the opinion that
the fair value of these instruments is zero.

The Company was a party to several related claims involving employment matters.
In December of 2000, the Company entered into a Consent Decree with the Equal
Employment Opportunity Commission (EEOC) to settle the claims. Under the Consent
Decree, the Company established a claims settlement fund for $782,000, of which,
$681,367 remained in the fund as of December 31, 2000, for the benefit of
various claimants. The $681,367 is reflected in the financial statements as of
December 31, 2000, as "restricted cash for accrued EEOC settlements" and the
related current liability is included in "other accrued expenses."

The Company is also a defendant in a third party action arising out of an injury
to an employee. The plaintiff is seeking $3,000,000 in damages, but the Company
denies any liability for the accident. However, there is a reasonable
possibility that liability would be apportioned to an equipment manufacturer and
the Company. Management believes its potential exposure to be in the range of
$200,000 to $250,000.

Other claims, suits, and complaints arising in the ordinary course of operations
have been filed or are pending against the Company. In the opinion of
management, such matters are without merit or are of such kind, or involve such
amounts, as would not have a significant effect on the financial position or
results of operations of the Company if disposed of unfavorably.

                                       F-62
<PAGE>

                             LANDIS PLASTICS, INC.

                                 BALANCE SHEETS

<Table>
<Caption>
---------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                              SEPTEMBER 28, 2003   DECEMBER 31, 2002
---------------------------------------------------------------------------------------------
                                                          (UNAUDITED)
<S>                                                    <C>                  <C>
ASSETS
Current assets:
  Cash and cash equivalents..........................       $  6,903            $ 10,029
  Accounts receivable and short-term notes...........         24,868              18,371
  Inventories........................................         22,299              19,990
  Other current assets...............................          2,106               2,401
                                                       --------------------------------------
     Total current assets............................         56,176              50,791
Property and equipment; net..........................         64,681              71,526
Other assets.........................................         10,369               4,994
                                                       --------------------------------------
Total assets.........................................       $131,226            $127,311
                                                       --------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable...................................       $ 10,113            $  6,169
  Accrued interest...................................            105                 792
  Other current liabilities..........................         12,505               9,405
  Current portion of long-term debt..................          5,786               2,200
                                                       --------------------------------------
     Total current liabilities.......................         28,509              18,566
Long-term liabilities:
  Long-term debt, net of current portion.............         26,801              32,037
  Other long-term liabilities........................             83                  83
                                                       --------------------------------------
Total liabilities....................................         55,393              50,686
                                                       --------------------------------------
Stockholders' equity:
  Preferred stock....................................              -                   -
  Common stock.......................................             54                  54
  Additional paid-in capital.........................          1,258                 253
  Retained earnings..................................         74,521              76,318
                                                       --------------------------------------
Total stockholders' equity...........................         75,833              76,625
                                                       --------------------------------------
Total liabilities and stockholders' equity...........       $131,226            $127,311
---------------------------------------------------------------------------------------------
</Table>

See accompanying notes to financial statements

                                       F-63
<PAGE>

                             LANDIS PLASTICS, INC.

                   STATEMENTS OF INCOME AND RETAINED EARNINGS

<Table>
<Caption>
----------------------------------------------------------------------------------------------
FOR THE THIRTY-NINE WEEKS ENDED
(IN THOUSANDS OF DOLLARS)                              SEPTEMBER 28, 2003   SEPTEMBER 29, 2002
----------------------------------------------------------------------------------------------
                                                                     (UNAUDITED)
<S>                                                    <C>                  <C>
REVENUE
   Product sales.....................................       $161,010             $152,964
   Other sales.......................................          3,515               2,658
                                                       ---------------------------------------
      Total revenue..................................        164,525             155,622
                                                       ---------------------------------------
COST OF GOODS SOLD
   Materials.........................................         63,931              54,994
   Labor and overhead................................         70,440              68,235
                                                       ---------------------------------------
      Total cost of goods sold.......................        134,371             123,229
                                                       ---------------------------------------
Gross profit.........................................         30,154              32,393
                                                       ---------------------------------------
GENERAL EXPENSES
   Selling and marketing.............................          4,451               3,524
   Administrative....................................         10,155               8,825
   Transportation....................................          2,618               2,290
   Warehousing.......................................          8,424               7,682
                                                       ---------------------------------------
      Total general expenses.........................         25,648              22,321
                                                       ---------------------------------------
Operating income.....................................          4,506              10,072
Other income (expense)
   Interest income...................................            277                 411
   Interest expense..................................         (2,163)             (2,297)
                                                       ---------------------------------------
Net income before income taxes.......................          2,620               8,186
Provision for state income taxes.....................             77                  82
                                                       ---------------------------------------
Net income...........................................          2,543               8,104
Retained earnings--beginning of year.................         76,318              69,570
Stockholder distributions............................         (4,340)             (4,043)
                                                       ---------------------------------------
Retained earnings--end of period.....................       $ 74,521             $73,631
----------------------------------------------------------------------------------------------
</Table>

See accompanying notes to financial statements

                                       F-64
<PAGE>

                             LANDIS PLASTICS, INC.

                            STATEMENTS OF CASH FLOWS

<Table>
<Caption>
----------------------------------------------------------------------------------------------
FOR THE THIRTY-NINE WEEKS ENDED
(IN THOUSANDS OF DOLLARS)                              SEPTEMBER 28, 2003   SEPTEMBER 29, 2002
----------------------------------------------------------------------------------------------
                                                                     (UNAUDITED)
<S>                                                    <C>                  <C>
Cash flows from operating activities:
   Net income........................................  $            2,543   $            8,104
   Adjustments to reconcile net income to net cash
      provided by operating activities:
   Depreciation......................................               9,586                9,224
   Gain on sale of equipment.........................                   -                  (37)
   (Increase) decrease in:
      Accounts receivable............................              (6,914)              (4,562)
      Inventory......................................              (2,309)              (5,318)
      Other assets...................................                 187                 (675)
   Increase (decrease) in:
      Accounts payable...............................               7,549                4,417
      Other current liabilities......................                (631)                (631)
                                                       ---------------------------------------
         Net cash provided by operating activities...              10,011               10,522
                                                       ---------------------------------------
Cash flows from investing activities:
   Capital acquisitions and equipment deposits.......              (7,718)              (4,199)
   Proceeds from sale of equipment...................                   7                   35
   Receipts from long term investments...............                 (15)                  46
                                                       ---------------------------------------
      Net cash used in investing activities..........              (7,726)              (4,118)
                                                       ---------------------------------------
Cash flows from financing activities:
   Net borrowings from related parties...............                (427)                (736)
   Equity compensation...............................               1,006                    -
   Principal payments on long-term debt..............              (1,650)              (3,050)
   Stockholder distributions.........................              (4,340)              (4,042)
                                                       ---------------------------------------
       Net cash used in financing activities.........              (5,411)              (7,828)
                                                       ---------------------------------------
Net decrease in cash.................................              (3,126)              (1,424)
Cash and cash equivalents at beginning of year.......              10,029                8,321
                                                       ---------------------------------------
Cash and cash equivalents at end of period...........  $            6,903   $            6,897
----------------------------------------------------------------------------------------------
</Table>

See accompanying notes to financial statements

                                       F-65
<PAGE>

                             LANDIS PLASTICS, INC.

                       NOTES TO THE FINANCIAL STATEMENTS
               (DOLLARS IN THOUSANDS, EXCEPT AS OTHERWISE NOTED)
                                  (UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Landis Plastics,
Inc. have been prepared in accordance with accounting principles generally
accepted in the United States ("GAAP") for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results for the periods
presented are not necessarily indicative of the results that may be expected for
the full fiscal year.

2. LONG-TERM DEBT

Notes payable as of September 28, 2003 and December 31, 2002, are as follows:

<Table>
<Caption>
--------------------------------------------------------------------------------
                                                              9/28/03   12/31/02
--------------------------------------------------------------------------------
<S>                                                           <C>       <C>
Bank One, interest at the lesser of prime or LIBOR + 1.5%,
monthly principal payments of $83 plus interest, due in
2005, secured by equipment..................................  $ 2,087   $ 2,837
Bank One, interest at the lesser of prime or LIBOR + 1.5%,
monthly principal payments of $100 plus interest, due March
1, 2004, secured by equipment...............................      500     1,400
C.M. Life Insurance Company, semi-annual interest payments
at 8.88% on senior note until maturity, annual principal
payments of $371 beginning in March of 2004 until maturity
in March of 2010, unsecured.................................    2,600     2,600
Massachusetts Mutual Life Insurance Company, semi-annual
interest payments at 8.88% on three separate senior notes
until maturity, annual principal payments of $2,486
beginning in March of 2004 until maturity in March of 2010,
unsecured...................................................   17,400    17,400
Northern Life Insurance Company, semi-annual interest
payments at 8.88% on senior note until maturity, annual
principal payments of $571 beginning in March of 2004 until
maturity in March of 2010, unsecured........................    4,000     4,000
Reliastar Life Insurance Company, semi-annual interest
payments at 8.88% on senior note until maturity, annual
principal payments of $429 beginning in March of 2004 until
maturity in March of 2010, unsecured........................    3,000     3,000
Sigler and Company, semi-annual interest payments at 8.88%
on senior note until maturity, annual principal payments of
$429 beginning in March of 2004 until maturity in March
2010, unsecured.............................................    3,000     3,000
                                                              ------------------
Total notes payable.........................................   32,587    34,237
Less: current portion.......................................   (5,786)   (2,200)
                                                              ------------------
Long-term debt..............................................  $26,801   $32,037
--------------------------------------------------------------------------------
</Table>

                                       F-66
<PAGE>

Maturities of long-term debt for the next five years are as follows:

<Table>
<Caption>
----------------------------------------
2003    2004     2005     2006     2007
----------------------------------------
<S>    <C>      <C>      <C>      <C>
$550   $5,486   $5,122   $4,286   $4,286
----------------------------------------
</Table>

The provisions of the Company's loan and credit agreements with Bank One require
the maintenance of at least $5.5 million of working capital, and at each
calendar quarter end a ratio of current assets to current liabilities of not
less than 1.22 to 1.0, a ratio of indebtedness to tangible net worth of not
greater than 1.0 to 1.0, and a debt service ratio equal or greater than 1.2 to
1.0. The Company is also required to maintain minimum tangible net worth of at
least $61.5 million in 2003. The Company was in compliance with the
aforementioned covenants as of September 28, 2003.

The provisions of the senior notes under the private placement agreement
requires the Company to maintain specified levels of consolidated net worth and
certain financial performance ratios. The covenants also stipulate certain
limitations on additional indebtedness, mergers or consolidations, asset sales,
investments, and transactions with affiliates. At September 28, 2003, the
Company was in compliance with all of these provisions.

3. RECENTLY ISSUED 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. 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 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.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN No. 46"). FIN No. 46 clarifies the application
of Accounting Research Bulletin No. 51, Consolidated Financial Statements, in
determining whether a reporting entity should

                                       F-67
<PAGE>

consolidate certain legal entities, including partnerships, limited liability
companies, or trusts, among others, collectively defined as variable interest
entities ("VIEs"). This interpretation applies to VIEs created or obtained after
January 31, 2003, and as of July 1, 2003, to VIEs in which an enterprise holds a
variable interest that it acquired before February 1, 2003. The initial adoption
of this statement did not have a material impact on the Company.

In April 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. Initial
adoption of this statement did not have a material impact on the Company.

In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity ("SFAS No. 150"). This statement establishes standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003. The adoption
of this statement does not result in any material change to the Company's
existing reporting.

4. SUBSEQUENT EVENT

On October 15, 2003, Berry Plastics Corporation ("Berry") announced that it has
entered into a definitive agreement to acquire Landis Plastics, Inc. ("Landis")
for $228.0 million, including repayment of existing indebtedness. The purchase
price will be funded with a combination of debt, an equity investment from
Berry's existing investors and Landis management, and cash on Berry's balance
sheet. The transaction is scheduled to close in the fourth quarter of 2003 and
is subject to customary closing conditions. Berry has also agreed to acquire
four facilities currently leased by Landis from affiliates of Landis. Berry
currently intends to assign its right to purchase these facilities to a third
party and lease them from that third party.

                                       F-68
<PAGE>

                                  [Berry Logo]
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table set forth the estimated expenses incurred or expected to be
incurred in connection with this registration statement and the transactions
contemplated hereby.

<Table>
<Caption>
---------------------------------------------------------------------
                            ITEM                              AMOUNT
---------------------------------------------------------------------
<S>                                                           <C>
SEC registration fee(1).....................................  $    (1)
Printing and engraving expenses.............................  $ 5,000
Trustee fees................................................  $ 1,000
Legal fees and expenses.....................................  $10,000
Accounting fees and expenses................................  $ 5,000
Miscellaneous expenses......................................  $ 1,000
---------------------------------------------------------------------
</Table>

(1) Pursuant to Rule 457(q) of the Securities Act, no filing fee is required.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

We are incorporated under the laws of the State of Delaware. Section 145 of the
Delaware General Corporation Law ("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 an 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.

                                       II-1
<PAGE>

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

During the three years preceding the filing of this registration statement, the
Registrants have not sold their securities without registration under the
Securities Act of 1933, except as described below.

A portion of the consideration delivered in connection with the acquisition of
Pescor pursuant to an Agreement and Plan of Reorganization dated as of May 14,
2001 (the "Merger Agreement"), by and among BPC Holding Corporation ("Holding"),
Pescor, Pescor, Inc. and the shareholders of Pescor (the "Shareholders"), was
paid by Holding through the issuance by Holding of 3,063 shares of Series C-1
Preferred Stock, with a stated value of $652.95 per share, 1,910 shares of C-2
Preferred Stock, with a stated value of $1,047.12 per share, 2,135 shares of C-3
Preferred Stock, with a stated value of $936.77 per share, 3,033 shares of
Series C-4 Preferred Stock, with a stated value of $659.41 per share, and 3,027
shares of Series C-5 Preferred Stock, with a stated value of $660.72 per share
(collectively the "Series C Preferred Stock"). The aggregate value of the Series
C Preferred Stock was $10 million. The Series C Preferred Stock was issued in
transactions exempt from registration in reliance on the exemption provided by
Section 4(2) of the Securities Act of 1933.

On July 22, 2002, in reliance on the exemptions from registration provided by
Section 4(2) and Rule 144A of the Securities Act, Berry Plastics Corporation
("Berry") issued $250,000,000 in aggregate principal amount of its 10 3/4%
Senior Subordinated Notes due 2012 (the "Notes") to Goldman, Sachs & Co., J.P.
Morgan Securities Inc., The Royal Bank of Scotland and Credit Suisse First
Boston Corporation in a private placement. On November 20, 2003, in reliance on
the exemptions from registration provided by Section 4(2) and Rule 144A of the
Securities Act, Berry issued $85,000,000 in aggregate principal amount of its
Notes to Goldman, Sachs & Co. and J.P. Morgan Securities Inc. in a private
placement.

On July 22, 2002, GS Berry Acquisition Corp., (the "Buyer") a newly formed
entity controlled by various private equity funds affiliated with Goldman, Sachs
& Co., merged (the "Merger") with and into Holding, pursuant to an agreement and
plan of merger, dated as of May 25, 2002. At the effective time of the Merger,
(1) each share of common stock of Holding issued and outstanding immediately
prior to the effective time of the Merger was converted into the right to
receive cash pursuant to the terms of the merger agreement, and (2) each share
of common stock of the Buyer issued and outstanding immediately prior to the
effective time of the Merger was converted into one share of common stock of
Holding. Registration under the Securities Act was not required for issuances of
Holding common stock pursuant to this Merger. Since the shares were issued in a
transaction not involving a public offering, these issuances were exempt from
registration under the Securities Act pursuant to Section 4(2).

During 2001, Holding sold an aggregate of 2,713 shares of its common stock to
employees of Berry for an aggregate purchase price of $292,000. During 2002
prior to the Merger, Holding sold an aggregate of 18,134 shares of its common
stock to employees of Berry for an aggregate purchase price of $2,122,000.
During 2002 subsequent to the Merger, Holding sold

                                       II-2
<PAGE>

an aggregate of 41,628 shares of its common stock to employees of Berry for an
aggregate purchase price of $4,163,000. During 2003, Holding sold an aggregate
of 114,758 shares of its common stock to employees of Berry for an aggregate
purchase price of $11,053,000. In addition during 2003, Holding sold an
aggregate of 515,000 shares of its common stock to GS Capital Partners 2000,
L.P. and its affiliates and J.P. Morgan Global Investors, L.P. and its
affiliates for aggregate consideration of $51,500,000. These issuances were
exempt from registration under the Securities Act pursuant to section 4(2)
thereof because they did not involve a public offering as the shares were
offered and sold only to a small group of employees or in private placement to
qualified institutions.

No other sales of the Registrants' securities have taken place within the last
three years.

                                       II-3
<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS

The following is a list of all the documents filed as part of the Registration
Statement

<Table>
<Caption>
NUMBER                           DESCRIPTION
------                           -----------
<S>      <C>
 2.1     The Agreement and Plan of Merger dated as of October 15,
         2003, by and among the Company, Berry Plastics Acquisition
         Corporation IV, Landis, all the shareholders of Landis, the
         Real Estate Sellers (as defined therein) and Gregory J.
         Landis, as the Shareholder Representative (as defined
         therein) (filed as Exhibit 2.1 to the Registration Statement
         on Form S-4 filed on January 9, 2004 (the "2004 form S-4")
         and incorporated herein by reference)
 3.1     Certificate of Incorporation of the Company (filed as
         Exhibit 3.3 to the Registration Statement on Form S-1 filed
         on February 24, 1994 (the "Form S-1") and incorporated
         herein by reference)
 3.2     Bylaws of the Company (filed as Exhibit 3.4 to the Form S-1
         and incorporated herein by reference)
 3.3     Amended and Restated Certificate of Incorporation of BPC
         Holding Corporation ("Holding") (filed as Exhibit 4.1 to the
         Form S-8 filed on August 6, 2002 (the "Form S-8") and
         incorporated herein by reference)
 3.4     Amended and Restated Bylaws of Holding (filed as Exhibit 4.2
         to the Form S-8 and incorporated herein by reference)
 4.1     The Indenture, dated as of July 22, 2002, among BPC Holding
         Corporation, the Company, the other guarantors listed on the
         signature page thereof, and U.S. Bank Trust National
         Association, as trustee relating to the 10 3/4% Senior
         Subordinated Notes due 2012 (filed as Exhibit 4.1 to the
         Registration Statement on Form S-4 filed on August 8, 2002
         (the "2002 Form S-4") and incorporated herein by reference)
 4.2     The Registration Rights Agreement, dated November 20, 2003,
         among the Company, BPC Holding, the other guarantors listed
         on the signature page thereof, and J.P. Morgan Securities
         Inc., Goldman Sachs & Co., as Initial Purchasers relating to
         the 10 3/4% Senior Subordinated Notes due 2012 (filed as
         Exhibit 4.2 to the 2004 Form S-4 and incorporated herein by
         reference)
 4.3     Supplemental Indenture, dated as of August 6, 2002, among
         the Company, BPC Holding Corporation, Berry Iowa
         Corporation, Packerware Corporation, Knight Plastics, Inc.,
         Berry Sterling Corporation, Berry Plastic Design
         Corporation, Poly-Seal Corporation, Berry Plastics
         Acquisitions Corporation III, Venture Packaging, Inc.,
         Venture Packaging Midwest, Inc., Berry Plastics Technical
         Services, Inc., CPI Holding Corporation, Aerocon, Inc.,
         Pescor, Inc., Berry Tri-Plas Corporation and Cardinal
         Packaging, Inc., Berry Plastics Acquisition Corporation IV,
         Berry Plastics Acquisition Corporation V, Berry Plastics
         Acquisition Corporation VI, Berry Plastics Acquisition
         Corporation VII, Berry Plastics Acquisition Corporation
         VIII, Berry Plastics Acquisition Corporation IX, Berry
         Plastics Acquisition Corporation X, Berry Plastics
         Acquisition Corporation XI, Berry Plastics Acquisition
         Corporation XII, Berry Plastics Acquisition Corporation
         XIII, Berry Plastics Acquisition Corporation XIV, LLC, Berry
         Plastics Acquisition Corporation XV, LLC, and U.S. Bank
         Trust National Association, as trustee (filed as Exhibit 4.3
         to the 2002 Form S-4 and incorporated herein by reference)
</Table>

                                       II-4
<PAGE>

<Table>
<Caption>
NUMBER                           DESCRIPTION
------                           -----------
<S>      <C>
 4.4     Second Supplemental Indenture, dated as of November 20,
         2003, among Landis Plastics, Inc., the Company, BPC Holding
         Corporation, Berry Iowa Corporation, Packerware Corporation,
         Knight Plastics, Inc., Berry Sterling Corporation, Berry
         Plastic Design Corporation, Poly-Seal Corporation, Berry
         Plastics Acquisitions Corporation III, Venture Packaging,
         Inc., Venture Packaging Midwest, Inc., Berry Plastics
         Technical Services, Inc., CPI Holding Corporation, Aerocon,
         Inc., Pescor, Inc., Berry Tri-Plas Corporation, Cardinal
         Packaging, Inc., Berry Plastics Acquisition Corporation IV,
         Berry Plastics Acquisition Corporation V, Berry Plastics
         Acquisition Corporation VI, Berry Plastics Acquisition
         Corporation VII, Berry Plastics Acquisition Corporation
         VIII, Berry Plastics Acquisition Corporation IX, Berry
         Plastics Acquisition Corporation X, Berry Plastics
         Acquisition Corporation XI, Berry Plastics Acquisition
         Corporation XII, Berry Plastics Acquisition Corporation
         XIII, Berry Plastics Acquisition Corporation XIV, LLC, Berry
         Plastics Acquisition Corporation XV, LLC, and U.S. Bank
         Trust National Association, as trustee (filed as Exhibit 4.4
         to the 2004 Form S-4 and incorporated herein by reference)
 4.5     Form of Initial Note and Form of Exchange Note (included
         within the Indenture filed as Exhibit 4.1 to the 2002 Form
         S-4 and incorporated herein by reference)
 5.1*    Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP as
         to the legality of the securities
10.1     Stockholders Agreement dated as of July 22, 2002, among BPC
         Holding Corporation, GS Capital Partners 2000, L.P., GS
         Capital Partners Offshore, L.P., GS Capital Partners 2000
         GmbH & Co. Beteiligungs KG, GS Capital Partners 2000
         Employee Fund, L.P., Stone Street Fund 2000, L.P., Bridge
         Street Special Opportunities Fund 2000, L.P., Goldman Sachs
         Direct Investment Fund 2000, L.P., J.P. Morgan Partners
         (BHCA), L.P., J.P. Morgan Partners Global Investors, L.P.,
         J.P. Morgan Partners Global Investors (Cayman), L.P., J.P.
         Morgan Partners Global Investors (Cayman) II, L.P. and J.P.
         Morgan Partners Global Investors A, L.P. trustee (filed as
         Exhibit 4.3 to the 2002 Form S-4 and incorporated herein by
         reference)
10.2     Stockholders Agreement dated as of July 22, 2002, among BPC
         Holding Corporation, and those stockholders listed on
         Schedule A attached thereto (filed as Exhibit 4.6 to the
         Form S-8 and incorporated herein by reference)
10.3     Amended and Restated Credit and Guaranty Agreement, dated as
         of November 10, 2003, by and among the Company, Holding,
         certain subsidiaries of the Company, the lenders named
         therein (the "Lenders"), Goldman Sachs Credit Partners L.P.,
         as Administrative Agent (the "Administrative Agent"),
         JPMorgan Chase Bank, as Syndication Agent (the "Syndication
         Agent"), Fleet National Bank, as Collateral Agent, Issuing
         Bank and Swing Line Lender (the "Collateral Agent") and the
         Royal Bank of Scotland and General Electric Capital
         Corporation, as Co-Documentation Agents (the
         "Co-Documentation Agents")(filed as Exhibit 10.3 to the 2004
         Form S-4 and incorporated herein by reference)
10.4     Counterpart Agreement dated as of November 20, 2003, by and
         among the Company, Holding, certain subsidiaries of the
         Company (including Landis), the Lenders, the Administrative
         Agent, the Syndication Agent, the Collateral Agent and the
         Co-Documentation Agents (filed as Exhibit 10.4 to the 2004
         Form S-4 and incorporated herein by reference)
</Table>

                                       II-5
<PAGE>

<Table>
<Caption>
NUMBER                           DESCRIPTION
------                           -----------
<S>      <C>
10.5     Pledge Supplement, dated as of November 20, 2003, among the
         Company, the other Grantors named therein, and Fleet
         National Bank, as the Collateral Agent (filed as Exhibit
         10.5 to the 2004 Form S-4 and incorporated herein by
         reference)
10.6     Employment Agreement dated December 24, 1990, as amended,
         between the Company and R. Brent Beeler ("Beeler") (filed as
         Exhibit 10.10 to the Form S-1 and incorporated herein by
         reference)
10.7     Amendment to Beeler Employment Agreement dated November 30,
         1995 (filed as Exhibit 10.8 to the Annual report on Form
         10-K filed on March 28, 1996 (the "1995 Form 10-K") and
         incorporated herein by reference)
10.8     Amendment to Beeler Employment Agreement dated June 30, 1996
         (filed as Exhibit 10.7 to the Registration Statement on Form
         S-4 filed on July 17, 1996 (the "1996 Form S-4") and
         incorporated herein by reference)
10.9     Amendment to Beeler Employment Agreement dated as of June
         30, 2001 (filed as Exhibit 10.19 to the 2002 Form S-4 and
         incorporated herein by reference)
10.10    Employment Agreement dated December 24, 1990 as amended,
         between the Company and James M. Kratochvil ("Kratochvil")
         (filed as Exhibit 10.12 to the Form S-1 and incorporated
         herein by reference)
10.11    Amendment to Kratochvil Employment Agreement dated November
         30, 1995 (filed as Exhibit 10.12 to the 1995 Form 10-K and
         incorporated herein by reference)
10.12    Amendment to Kratochvil Employment Agreement dated June 30,
         1996 (filed as Exhibit 10.13 to the 1996 Form S-4 and
         incorporated herein by reference)
10.13    Amendment to Kratochvil Employment Agreement dated June 30,
         2001 (filed as Exhibit 10.21 to the 2002 Form S-4 and
         incorporated herein by reference)
10.14    Employment Agreement dated as of January 1, 1993, between
         the Company and Ira G. Boots ("Boots") (filed as Exhibit
         10.13 to the Form S-1 and incorporated herein by reference)
10.15    Amendment to Boots Employment Agreement dated November 30,
         1995 (filed as Exhibit 10.14 to the 1995 Form 10-K and
         incorporated herein by reference)
10.16    Amendment to Boots Employment Agreement dated June 30, 1996
         (filed as Exhibit 10.16 to the 1996 Form S-4 and
         incorporated herein by reference)
10.17    Amendment to Boots Employment Agreement dated June 30, 2001
         (filed as Exhibit 10.20 to the 2002 Form S-4 and
         incorporated herein by reference)
10.18    Financing Agreement dated as of April 1, 1991, between the
         City of Henderson, Nevada Public Improvement Trust and the
         Company (including exhibits) (filed as Exhibit 10.17 to the
         Form S-1 and incorporated herein by reference)
10.19    Employment Agreement dated as of August 14, 2000, between
         the Company and William J. Herdrich (filed as Exhibit 10.15
         to the 2002 Form S-4 and incorporated herein by reference)
10.20*   Employment Agreement dated as of February 16, 2004, between
         the Company and Greg Landis
10.21*   Amended and Restated BPC Holding Corporation 2002 Stock
         Option Plan dated March 3, 2004
10.22    BPC Holding Corporation Key Employee Equity Investment
         Program dated August 6, 2002 (filed as Exhibit 4.6 to the
         Form S-8 and incorporated herein by reference)
</Table>

                                       II-6
<PAGE>

<Table>
<Caption>
NUMBER                           DESCRIPTION
------                           -----------
<S>      <C>
12.1     Ratio of earnings to fixed charges (filed as Exhibit 12.1 to
         the 2004 Form S-4 and incorporated herein by reference)
21.1     List of Subsidiaries (filed as Exhibit 21.1 to the 2004 Form
         S-4 and incorporated herein by reference)
23.1*    Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
         (included in Exhibit 5.1
23.2*    Consent of Ernst & Young LLP
23.3*    Consent of Roche, Scholz, Roche & Walsh, Ltd.
24.1     Powers of Attorney (included in the signature pages to this
         Registration Statement)
25.1     Statement of Eligibility and Qualification of Trustee on
         Form T-1 of U.S. Bank Trust National Association under the
         Trust Indenture Act of 1939 (filed as Exhibit 25.1 to the
         2004 Form S-4 and incorporated herein by reference)
</Table>

---------------
* Filed herewith.

(B) FINANCIAL STATEMENT SCHEDULE:

None.

ITEM 17. UNDERTAKINGS

The Registrant hereby undertakes:

    (1) to file, during any period in which offers or sales are being made, a
    post-effective amendment to this registration statement.

       (i) to include any prospectus required by Section 10(a)(3) of the
       Securities Act;

       (ii) to reflect in the prospectus any facts or events arising after the
       effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth in
       the registration statement. Notwithstanding the foregoing, any increase
       or decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering
       range may be reflected in the form of prospectus filed with the SEC
       pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
       price represent no more than a 20% change in the maximum aggregate
       offering price set forth in the "Calculation of Registration Fee" table
       in effective registration statement; and

       (iii) to include any material information with respect to the plan of
       distribution not previously disclosed in the registration statement or
       any material change to such information in the registration statement;

    (2) that, for the purpose of determining any liability under the Securities
    Act, each such post-effective amendment shall be deemed to be a new
    registration statement relating to the securities offered therein, and the
    offering of such securities at that time shall be deemed to be the initial
    bona fide offering thereof;

    (3) to remove from registration means of a post-effective amendment any of
    the securities being registered which remain unsold at the termination of
    the offering;

                                       II-7
<PAGE>

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer of controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       II-8
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Berry
Plastics Corporation has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Evansville, State of Indiana on April 30, 2004.

                                          Berry Plastics Corporation

                                          By: /s/ JAMES M. KRATOCHVIL
                                            ------------------------------------
                                              James M. Kratochvil
                                              Executive Vice President, Chief
                                              Financial
                                              Officer, Treasurer and Secretary

The undersigned directors and officers of Berry Plastics Corporation hereby
constitute and appoint James M. Kratochvil and Ira G. Boots and each of them
with full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below this Registration
Statement on Form S-1 and any and all amendments thereto, including
post-effective amendments to this Registration Statement and to sign any and all
additional registration statements relating to the same offering of securities
as this Registration Statement that are filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and hereby ratify and confirm that all such attorneys-in-
fact, or any of them, or their substitutes shall lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.

<Table>
<Caption>
SIGNATURE                                                TITLE
---------                                                -----
<C>                                                      <S>

                  /s/ IRA G. BOOTS                       President, Chief Executive Officer, and
-----------------------------------------------------    Director (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer and Secretary (Principal
                 JAMES M. KRATOCHVIL                     Financial Officer)

                /s/ JOSEPH GLEBERMAN                     Chairman of the Board
-----------------------------------------------------
                  JOSEPH GLEBERMAN

             /s/ CHRISTOPHER C. BEHRENS                  Director
-----------------------------------------------------
               CHRISTOPHER C. BEHRENS
</Table>

                                       II-9
<PAGE>

<Table>
<Caption>
SIGNATURE                                                TITLE
---------                                                -----
<C>                                                      <S>

                /s/ PATRICK J. DALTON                    Director
-----------------------------------------------------
                  PATRICK J. DALTON

                /s/ DOUGLAS F. LONDAL                    Director
-----------------------------------------------------
                  DOUGLAS F. LONDAL

                 /s/ MATHEW J. LORI                      Director
-----------------------------------------------------
                   MATHEW J. LORI

                /s/ GREGORY J. LANDIS                    Director
-----------------------------------------------------
                  GREGORY J. LANDIS
</Table>

                                      II-10
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, BPC
Holding Corporation has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Evansville, State of Indiana on April 30, 2004.

                                          BPC Holding Corporation

                                          By: /s/ JAMES M. KRATOCHVIL
                                            ------------------------------------
                                          James M. Kratochvil
                                          Executive Vice President, Chief
                                          Financial
                                          Officer, Treasurer and Secretary

The undersigned directors and officers of BPC Holding Corporation hereby
constitute and appoint James M. Kratochvil and Ira G. Boots and each of them
with full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below this Registration
Statement on Form S-1 and any and all amendments thereto, including post-
effective amendments to this Registration Statement and to sign any and all
additional registration statements relating to the same offering of securities
as this Registration Statement that are filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and hereby ratify and confirm that all such attorneys-in-fact, or any
of them, or their substitutes shall lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.

<Table>
<Caption>
SIGNATURE                                                TITLE
---------                                                -----
<C>                                                      <S>

                  /s/ IRA G. BOOTS                       President, Chief Executive Officer and
-----------------------------------------------------    Director (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer and Secretary (Principal
                 JAMES M. KRATOCHVIL                     Financial Officer)

                /s/ JOSEPH GLEBERMAN                     Chairman of the Board
-----------------------------------------------------
                  JOSEPH GLEBERMAN

             /s/ CHRISTOPHER C. BEHRENS                  Director
-----------------------------------------------------
               CHRISTOPHER C. BEHRENS
</Table>

                                      II-11
<PAGE>

<Table>
<Caption>
SIGNATURE                                                TITLE
---------                                                -----
<C>                                                      <S>
                /s/ PATRICK J. DALTON                    Director
-----------------------------------------------------
                  PATRICK J. DALTON

                /s/ DOUGLAS F. LONDAL                    Director
-----------------------------------------------------
                  DOUGLAS F. LONDAL

                 /s/ MATHEW J. LORI                      Director
-----------------------------------------------------
                   MATHEW J. LORI

                /s/ GREGORY J. LANDIS                    Director
-----------------------------------------------------
                  GREGORY J. LANDIS
</Table>

                                      II-12
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Berry
Iowa Corporation, Packerware Corporation, Berry Sterling Corporation, Berry
Plastics Design Corporation, Venture Packaging, Inc., Venture Packaging Midwest,
Inc., Berry Plastics Technical Services, Inc., Cardinal Packaging, Inc., Berry
Tri-Plas Corporation, and Pescor, Inc., each has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Evansville, State of Indiana on April 30, 2004.

                                        BERRY IOWA CORPORATION
                                        PACKERWARE CORPORATION
                                        BERRY STERLING CORPORATION
                                        BERRY PLASTICS DESIGN CORPORATION
                                        VENTURE PACKAGING, INC.
                                        VENTURE PACKAGING MIDWEST, INC.
                                        BERRY PLASTICS TECHNICAL SERVICES, INC.
                                        CARDINAL PACKAGING, INC.
                                        BERRY TRI-PLAS CORPORATION
                                        PESCOR, INC.

                                        By: /s/ JAMES M. KRATOCHVIL
                                           -------------------------------------
                                            James M. Kratochvil
                                            Executive Vice President
                                            Chief Financial Officer,
                                            Treasurer and Secretary

The undersigned directors and officers of Berry Iowa Corporation, Packerware
Corporation, Berry Sterling Corporation, Berry Plastics Design Corporation,
Venture Packaging, Inc., Venture Packaging Midwest, Inc., Berry Plastics
Technical Services, Inc., Cardinal Packaging, Inc., Berry Tri-Plas Corporation,
and Pescor, Inc. constitute and appoint James M. Kratochvil and Ira G. Boots and
each of them with full power to act without the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the capacities indicated below this
Registration Statement on Form S-1 and any and all amendments thereto, including
post-effective amendments to this Registration Statement and to sign any and all
additional registration statements relating to the same offering of securities
as this Registration Statement that are filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and hereby ratify and confirm that all such
attorneys-in-fact, or any of them, or their or their substitutes shall lawfully
do or cause to be done by virtue hereof.

                                      II-13
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.

<Table>
<Caption>
SIGNATURE                                                                    TITLE
---------                                                                    -----
<C>                                                      <S>

                  /s/ IRA G. BOOTS                       President, Chief Executive Officer and
-----------------------------------------------------    Director (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer, Secretary and Director
                 JAMES M. KRATOCHVIL                     (Principal Financial Officer)

                 /s/ R. BRENT BEELER                     Director
-----------------------------------------------------
                   R. BRENT BEELER
</Table>

                                      II-14
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Aero
Con, Inc., and Berry Plastics Acquisition Corporation III, each has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Evansville, State of Indiana on April
30, 2004.

                                        AERO CON, INC.
                                        BERRY PLASTICS ACQUISITION CORPORATION
                                        III

                                        By: /s/ JAMES M. KRATOCHVIL
                                           -------------------------------------
                                            James M. Kratochvil
                                            Executive Vice President
                                            Chief Financial Officer,
                                            Treasurer and Secretary

The undersigned directors and officers of Aero Con, Inc. and Berry Plastics
Acquisition Corporation III constitute and appoint James M. Kratochvil and Ira
G. Boots and each of them with full power to act without the other and with full
power of substitution and resubstitution, our true and lawful attorneys-in-fact
with full power to execute in our name and behalf in the capacities indicated
below this Registration Statement on Form S-1 and any and all amendments
thereto, including post-effective amendments to this Registration Statement and
to sign any and all additional registration statements relating to the same
offering of securities as this Registration Statement that are filed pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and hereby ratify and confirm that all such
attorneys-in-fact, or any of them, or their or their substitutes shall lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.

<Table>
<Caption>
SIGNATURE                                                                    TITLE
---------                                                                    -----
<C>                                                      <S>

                  /s/ IRA G. BOOTS                       President, Chief Executive Officer and
-----------------------------------------------------    Director (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer, Secretary and Director
                 JAMES M. KRATOCHVIL                     (Principal Financial Officer)

                   /s/ MARK MILES                        Director
-----------------------------------------------------
                     MARK MILES
</Table>

                                      II-15
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Knight
Plastics Inc., Poly-Seal Corporation, and CPI Holding Corporation each has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Evansville, State of
Indiana on April 30, 2004.

                                        KNIGHT PLASTICS, INC.
                                        POLY-SEAL CORPORATION
                                        CPI HOLDING CORPORATION

                                        By: /s/ JAMES M. KRATOCHVIL
                                           -------------------------------------
                                            James M. Kratochvil
                                            Executive Vice President
                                            Chief Financial Officer,
                                            Treasurer and Secretary

The undersigned directors and officers of Knight Plastics, Inc., Poly-Seal
Corporation, and CPI Holding Corporation constitute and appoint James M.
Kratochvil and Ira G. Boots and each of them with full power to act without the
other and with full power of substitution and resubstitution, our true and
lawful attorneys-in-fact with full power to execute in our name and behalf in
the capacities indicated below this Registration Statement on Form S-1 and any
and all amendments thereto, including post-effective amendments to this
Registration Statement and to sign any and all additional registration
statements relating to the same offering of securities as this Registration
Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission and hereby
ratify and confirm that all such attorneys-in-fact, or any of them, or their or
their substitutes shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.

<Table>
<Caption>
SIGNATURE                                                                    TITLE
---------                                                                    -----
<C>                                                      <S>

                  /s/ IRA G. BOOTS                       President, Chief Executive Officer and
-----------------------------------------------------    Director (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer, Secretary and Director
                 JAMES M. KRATOCHVIL                     (Principal Financial Officer)

                /s/ WILLIAM HERDRICH                     Director
-----------------------------------------------------
                  WILLIAM HERDRICH
</Table>

                                      II-16
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Berry
Plastics Acquisition Corporation V, Berry Plastics Acquisition Corporation VI,
Berry Plastics Acquisition Corporation VII, Berry Plastics Acquisition
Corporation VIII, Berry Plastics Acquisition Corporation IX, Berry Plastics
Acquisition Corporation X, Berry Plastics Acquisition Corporation XI, Berry
Plastics Acquisition Corporation XII, and Berry Plastics Acquisition Corporation
XIII, each has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Evansville,
State of Indiana on April 30, 2004.

                                        Berry Plastics Acquisition Corporation V
                                        Berry Plastics Acquisition Corporation
                                        VI
                                        Berry Plastics Acquisition Corporation
                                        VII
                                        Berry Plastics Acquisition Corporation
                                        VIII
                                        Berry Plastics Acquisition Corporation
                                        IX
                                        Berry Plastics Acquisition Corporation X
                                        Berry Plastics Acquisition Corporation
                                        XI
                                        Berry Plastics Acquisition Corporation
                                        XII
                                        Berry Plastics Acquisition Corporation
                                        XIII

                                        By: /s/ JAMES M. KRATOCHVIL
                                           -------------------------------------
                                            James M. Kratochvil
                                            Executive Vice President
                                            Chief Financial Officer,
                                            Treasurer and Secretary

The undersigned directors and officers of Berry Plastics Acquisition Corporation
V, Berry Plastics Acquisition Corporation VI, Berry Plastics Acquisition
Corporation VII, Berry Plastics Acquisition Corporation VIII, Berry Plastics
Acquisition Corporation IX, Berry Plastics Acquisition Corporation X, Berry
Plastics Acquisition Corporation XI, Berry Plastics Acquisition Corporation XII,
and Berry Plastics Acquisition Corporation XIII constitute and appoint James M.
Kratochvil and Ira G. Boots and each of them with full power to act without the
other and with full power of substitution and resubstitution, our true and
lawful attorneys-in-fact with full power to execute in our name and behalf in
the capacities indicated below this Registration Statement on Form S-1 and any
and all amendments thereto, including post-effective amendments to this
Registration Statement and to sign any and all additional registration
statements relating to the same offering of securities as this Registration
Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission and hereby
ratify and confirm that all such attorneys-in-fact, or any of them, or their or
their substitutes shall lawfully do or cause to be done by virtue hereof.

                                      II-17
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.

<Table>
<Caption>
SIGNATURE                                                                    TITLE
---------                                                                    -----
<C>                                                      <S>

                  /s/ IRA G. BOOTS                       President, Chief Executive Officer and
-----------------------------------------------------    Director (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer, Secretary and Director
                 JAMES M. KRATOCHVIL                     (Principal Financial Officer)
</Table>

                                      II-18
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Landis
Plastics, Inc. has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Evansville,
State of Indiana on April 30, 2004.

                                        LANDIS PLASTICS, INC.

                                        By: /s/ JAMES M. KRATOCHVIL
                                           -------------------------------------
                                            James M. Kratochvil
                                            Executive Vice President
                                            Chief Financial Officer,
                                            Treasurer and Secretary

The undersigned directors and officers of Landis Plastics, Inc. constitute and
appoint James M. Kratochvil and Ira G. Boots and each of them with full power to
act without the other and with full power of substitution and resubstitution,
our true and lawful attorneys-in-fact with full power to execute in our name and
behalf in the capacities indicated below this Registration Statement on Form S-1
and any and all amendments thereto, including post-effective amendments to this
Registration Statement and to sign any and all additional registration
statements relating to the same offering of securities as this Registration
Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission and hereby
ratify and confirm that all such attorneys-in-fact, or any of them, or their or
their substitutes shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.

<Table>
<Caption>
SIGNATURE                                                                    TITLE
---------                                                                    -----
<C>                                                      <S>

                  /s/ IRA G. BOOTS                       Chief Executive Officer, Director and Chairman
-----------------------------------------------------    of the Board (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer, Secretary and Director
                 JAMES M. KRATOCHVIL                     (Principal Financial Officer)

                 /s/ R. BRENT BEELER                     Director
-----------------------------------------------------
                   R. BRENT BEELER

                /s/ GREGORY J. LANDIS                    President and Director
-----------------------------------------------------
                  GREGORY J. LANDIS

                   /s/ BRETT BAUER                       Director
-----------------------------------------------------
                     BRETT BAUER
</Table>

                                      II-19
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Berry
Plastics Acquisition Corporation XIV, LLC, and Berry Plastics Acquisition
Corporation XV, LLC, each has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Evansville, State of Indiana on April 30, 2004.

                                          BERRY PLASTICS ACQUISITION
                                          CORPORATION XIV, LLC
                                          BERRY PLASTICS ACQUISITION
                                          CORPORATION XV, LLC

                                          By:     /s/ JAMES M. KRATOCHVIL
                                            ------------------------------------
                                              James M. Kratochvil
                                              Executive Vice President, Chief
                                              Financial Officer, Treasurer
                                              and Secretary

The undersigned managers and officers of Berry Plastics Acquisition Corporation
XIV, LLC, and Berry Plastics Acquisition Corporation XV, LLC constitute and
appoint James M. Kratochvil and Ira G. Boots and each of them with full power to
act without the other and with full power of substitution and resubstitution,
our true and lawful attorneys-in-fact with full power to execute in our name and
behalf in the capacities indicated below this Registration Statement on Form S-1
and an all amendments thereto, including post-effective amendments to this
Registration Statement and to sign any and all additional registration
statements relating to the same offering of securities as this Registration
Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission and hereby
ratify and confirm that all such attorneys-in-fact, or any of them, or their or
their substitutes shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.

<Table>
<Caption>
SIGNATURE                                                                    TITLE
---------                                                                    -----
<C>                                                      <S>

                  /s/ IRA G. BOOTS                       President, Chief Executive Officer, and
-----------------------------------------------------    Manager (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer, Secretary and Manager
                 JAMES M. KRATOCHVIL                     (Principal Financial Officer)
</Table>

                                      II-20
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
NUMBER                           DESCRIPTION
------                           -----------
<S>      <C>
 2.1     The Agreement and Plan of Merger dated as of October 15,
         2003, by and among the Company, Berry Plastics Acquisition
         Corporation IV, Landis, all the shareholders of Landis, the
         Real Estate Sellers (as defined therein) and Gregory J.
         Landis, as the Shareholder Representative (as defined
         therein) (filed as Exhibit 2.1 to the Registration Statement
         on Form S-4 filed on January 9, 2004 (the "2004 Form S-4")
         and incorporated herein by reference)
 3.1     Certificate of Incorporation of the Company (filed as
         Exhibit 3.3 to the Registration Statement on Form S-1 filed
         on February 24, 1994 (the "Form S-1") and incorporated
         herein by reference)
 3.2     Bylaws of the Company (filed as Exhibit 3.4 to the Form S-1
         and incorporated herein by reference)
 3.3     Amended and Restated Certificate of Incorporation of BPC
         Holding Corporation ("Holding") (filed as Exhibit 4.1 to the
         Form S-8 filed on August 6, 2002 (the "Form S-8") and
         incorporated herein by reference)
 3.4     Amended and Restated Bylaws of Holding (filed as Exhibit 4.2
         to the Form S-8 and incorporated herein by reference)
 4.1     The Indenture, dated as of July 22, 2002, among BPC Holding
         Corporation, the Company, the other guarantors listed on the
         signature page thereof, and U.S. Bank Trust National
         Association, as trustee relating to the 10 3/4% Senior
         Subordinated Notes due 2012 (filed as Exhibit 4.1 to the
         Registration Statement on Form S-4 filed on August 8, 2002
         (the "2002 Form S-4") and incorporated herein by reference)
 4.2     The Registration Rights Agreement, dated November 20, 2003,
         among the Company, BPC Holding, the other guarantors listed
         on the signature page thereof, and J.P. Morgan Securities
         Inc., Goldman Sachs & Co., as Initial Purchasers relating to
         the 10 3/4% Senior Subordinated Notes due 2012 (filed as
         Exhibit 4.2 to the 2004 Form S-4 and incorporated herein by
         reference)
 4.3     Supplemental Indenture, dated as of August 6, 2002, among
         the Company, BPC Holding Corporation, Berry Iowa
         Corporation, Packerware Corporation, Knight Plastics, Inc.,
         Berry Sterling Corporation, Berry Plastic Design
         Corporation, Poly-Seal Corporation, Berry Plastics
         Acquisitions Corporation III, Venture Packaging, Inc.,
         Venture Packaging Midwest, Inc., Berry Plastics Technical
         Services, Inc., CPI Holding Corporation, Aerocon, Inc.,
         Pescor, Inc., Berry Tri-Plas Corporation and Cardinal
         Packaging, Inc., Berry Plastics Acquisition Corporation IV,
         Berry Plastics Acquisition Corporation V, Berry Plastics
         Acquisition Corporation VI, Berry Plastics Acquisition
         Corporation VII, Berry Plastics Acquisition Corporation
         VIII, Berry Plastics Acquisition Corporation IX, Berry
         Plastics Acquisition Corporation X, Berry Plastics
         Acquisition Corporation XI, Berry Plastics Acquisition
         Corporation XII, Berry Plastics Acquisition Corporation
         XIII, Berry Plastics Acquisition Corporation XIV, LLC, Berry
         Plastics Acquisition Corporation XV, LLC, and U.S. Bank
         Trust National Association, as trustee (filed as Exhibit 4.3
         to the 2002 Form S-4 and incorporated herein by reference)
</Table>
<PAGE>

<Table>
<Caption>
NUMBER                           DESCRIPTION
------                           -----------
<S>      <C>
 4.4     Second Supplemental Indenture, dated as of November 20,
         2003, among Landis Plastics, Inc., the Company, BPC Holding
         Corporation, Berry Iowa Corporation, Packerware Corporation,
         Knight Plastics, Inc., Berry Sterling Corporation, Berry
         Plastic Design Corporation, Poly-Seal Corporation, Berry
         Plastics Acquisitions Corporation III, Venture Packaging,
         Inc., Venture Packaging Midwest, Inc., Berry Plastics
         Technical Services, Inc., CPI Holding Corporation, Aerocon,
         Inc., Pescor, Inc., Berry Tri-Plas Corporation, Cardinal
         Packaging, Inc., Berry Plastics Acquisition Corporation IV,
         Berry Plastics Acquisition Corporation V, Berry Plastics
         Acquisition Corporation VI, Berry Plastics Acquisition
         Corporation VII, Berry Plastics Acquisition Corporation
         VIII, Berry Plastics Acquisition Corporation IX, Berry
         Plastics Acquisition Corporation X, Berry Plastics
         Acquisition Corporation XI, Berry Plastics Acquisition
         Corporation XII, Berry Plastics Acquisition Corporation
         XIII, Berry Plastics Acquisition Corporation XIV, LLC, Berry
         Plastics Acquisition Corporation XV, LLC, and U.S. Bank
         Trust National Association, as trustee (filed as Exhibit 4.4
         to the 2004 Form S-4 and incorporated herein by reference)
 4.5     Form of Initial Note and Form of Exchange Note (included
         within the Indenture filed as Exhibit 4.1 to the 2002 Form
         S-4 and incorporated herein by reference)
 5.1*    Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP as
         to the legality of the securities
10.1     Stockholders Agreement dated as of July 22, 2002, among BPC
         Holding Corporation, GS Capital Partners 2000, L.P., GS
         Capital Partners Offshore, L.P., GS Capital Partners 2000
         GmbH & Co. Beteiligungs KG, GS Capital Partners 2000
         Employee Fund, L.P., Stone Street Fund 2000, L.P., Bridge
         Street Special Opportunities Fund 2000, L.P., Goldman Sachs
         Direct Investment Fund 2000, L.P., J.P. Morgan Partners
         (BHCA), L.P., J.P. Morgan Partners Global Investors, L.P.,
         J.P. Morgan Partners Global Investors (Cayman), L.P., J.P.
         Morgan Partners Global Investors (Cayman) II, L.P. and J.P.
         Morgan Partners Global Investors A, L.P. trustee (filed as
         Exhibit 4.3 to the 2002 Form S-4 and incorporated herein by
         reference)
10.2     Stockholders Agreement dated as of July 22, 2002, among BPC
         Holding Corporation, and those stockholders listed on
         Schedule A attached thereto (filed as Exhibit 4.6 to the
         Form S-8 and incorporated herein by reference)
10.3     Amended and Restated Credit and Guaranty Agreement, dated as
         of November 10, 2003, by and among the Company, Holding,
         certain subsidiaries of the Company, the lenders named
         therein (the "Lenders"), Goldman Sachs Credit Partners L.P.,
         as Administrative Agent (the "Administrative Agent"),
         JPMorgan Chase Bank, as Syndication Agent (the "Syndication
         Agent"), Fleet National Bank, as Collateral Agent, Issuing
         Bank and Swing Line Lender (the "Collateral Agent") and the
         Royal Bank of Scotland and General Electric Capital
         Corporation, as Co-Documentation Agents (the
         "Co-Documentation Agents")(filed as Exhibit 10.3 to the 2004
         Form S-4 and incorporated herein by reference)
10.4     Counterpart Agreement dated as of November 20, 2003, by and
         among the Company, Holding, certain subsidiaries of the
         Company (including Landis), the Lenders, the Administrative
         Agent, the Syndication Agent, the Collateral Agent and the
         Co-Documentation Agents (filed as Exhibit 10.4 to the 2004
         Form S-4 and incorporated herein by reference)
10.5     Pledge Supplement, dated as of November 20, 2003, among the
         Company, the other Grantors named therein, and Fleet
         National Bank, as the Collateral Agent (filed as Exhibit
         10.5 to the 2004 Form S-4 and incorporated herein by
         reference)
</Table>
<PAGE>

<Table>
<Caption>
NUMBER                           DESCRIPTION
------                           -----------
<S>      <C>
10.6     Employment Agreement dated December 24, 1990, as amended,
         between the Company and R. Brent Beeler ("Beeler") (filed as
         Exhibit 10.10 to the Form S-1 and incorporated herein by
         reference)
10.7     Amendment to Beeler Employment Agreement dated November 30,
         1995 (filed as Exhibit 10.8 to the Annual report on Form
         10-K filed on March 28, 1996 (the "1995 Form 10-K") and
         incorporated herein by reference)
10.8     Amendment to Beeler Employment Agreement dated June 30, 1996
         (filed as Exhibit 10.7 to the Registration Statement on Form
         S-4 filed on July 17, 1996 (the "1996 Form S-4") and
         incorporated herein by reference)
10.9     Amendment to Beeler Employment Agreement dated as of June
         30, 2001 (filed as Exhibit 10.19 to the 2002 Form S-4 and
         incorporated herein by reference)
10.10    Employment Agreement dated December 24, 1990 as amended,
         between the Company and James M. Kratochvil ("Kratochvil")
         (filed as Exhibit 10.12 to the Form S-1 and incorporated
         herein by reference)
10.11    Amendment to Kratochvil Employment Agreement dated November
         30, 1995 (filed as Exhibit 10.12 to the 1995 Form 10-K and
         incorporated herein by reference)
10.12    Amendment to Kratochvil Employment Agreement dated June 30,
         1996 (filed as Exhibit 10.13 to the 1996 Form S-4 and
         incorporated herein by reference)
10.13    Amendment to Kratochvil Employment Agreement dated June 30,
         2001 (filed as Exhibit 10.21 to the 2002 Form S-4 and
         incorporated herein by reference)
10.14    Employment Agreement dated as of January 1, 1993, between
         the Company and Ira G. Boots ("Boots") (filed as Exhibit
         10.13 to the Form S-1 and incorporated herein by reference)
10.15    Amendment to Boots Employment Agreement dated November 30,
         1995 (filed as Exhibit 10.14 to the 1995 Form 10-K and
         incorporated herein by reference)
10.16    Amendment to Boots Employment Agreement dated June 30, 1996
         (filed as Exhibit 10.16 to the 1996 Form S-4 and
         incorporated herein by reference)
10.17    Amendment to Boots Employment Agreement dated June 30, 2001
         (filed as Exhibit 10.20 to the 2002 Form S-4 and
         incorporated herein by reference)
10.18    Financing Agreement dated as of April 1, 1991, between the
         City of Henderson, Nevada Public Improvement Trust and the
         Company (including exhibits) (filed as Exhibit 10.17 to the
         Form S-1 and incorporated herein by reference)
10.19    Employment Agreement dated as of August 14, 2000, between
         the Company and William J. Herdrich (filed as Exhibit 10.15
         to the 2002 Form S-4 and incorporated herein by reference)
10.20*   Employment Agreement dated as of February 16, 2004, between
         the Company and Greg Landis
10.21*   Amended and Restated BPC Holding Corporation 2002 Stock
         Option Plan dated March 3, 2004
10.22    BPC Holding Corporation Key Employee Equity Investment
         Program dated August 6, 2002 (filed as Exhibit 4.6 to the
         Form S-8 and incorporated herein by reference)
12.1     Ratio of earnings to fixed charges (filed as Exhibit 12.1 to
         the 2004 Form S-4 and incorporated herein by reference)
21.1     List of Subsidiaries (filed as Exhibit 21.1 to the 2004 Form
         S-4 and incorporated herein by reference)
23.1*    Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
         (included in Exhibit 5.1)
</Table>
<PAGE>

<Table>
<Caption>
NUMBER                           DESCRIPTION
------                           -----------
<S>      <C>
23.2*    Consent of Ernst & Young LLP
23.3*    Consent of Roche, Scholz, Roche & Walsh, Ltd.
24.1     Powers of Attorney (included in the signature pages to this
         Registration Statement)
25.1     Statement of Eligibility and Qualification of Trustee on
         Form T-1 of U.S. Bank Trust National Association under the
         Trust Indenture Act of 1939 (filed as Exhibit 25.1 to the
         2004 Form S-4 and incorporated herein by reference)
</Table>

---------------
* Filed herewith.
[{"type": "S-1", "sequence": "1", "filename": "y93367s1sv1.txt", "description": "FORM S-1", "secsgml_size_bytes": 783099}]
{"company-data": {"conformed-name": "BERRY PLASTICS CORP", "cik": "0000919463", "assigned-sic": "3089", "irs-number": "351813706", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-115086", "film-number": "04771066"}, "business-address": {"street1": "101 OAKLEY ST", "street2": "P O BOX 959", "city": "EVANSVILLE", "state": "IN", "zip": "47710", "phone": "8124242904"}, "mail-address": {"street1": "PO BOX 959", "city": "EVANSVILLE", "state": "IN", "zip": "47706-0959"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 2004

                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------

                           BERRY PLASTICS CORPORATION
                     GUARANTORS LISTED ON SCHEDULE A HERETO
           (Exact name of Registrants as Specified in their Charters)
DELAWARE                                   3089                                  35-1813706
    (State or Other Jurisdiction of            (Primary Standard Industrial                   (I.R.S. Employer
     Incorporation or Organization)            Classification Code Number)                  Identification No.)
101 OAKLEY STREET
                           EVANSVILLE, INDIANA 47710
                                 (812) 424-2904
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)
                             ---------------------
                              JAMES M. KRATOCHVIL
               EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
                            TREASURER AND SECRETARY
                           BERRY PLASTICS CORPORATION
                               101 OAKLEY STREET
                           EVANSVILLE, INDIANA 47710
                                 (812) 424-2904
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent for Service)
                             ---------------------
                                    COPY TO:
                            STUART H. GELFOND, ESQ.
                  FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
                               ONE NEW YORK PLAZA
                            NEW YORK, NEW YORK 10004
                                 (212) 859-8000

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFER:  As soon as practicable
after the effective date of this Registration Statement.

    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.  [X]

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ]

    If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

    If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.  [ ]

                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
                                                                  PROPOSED MAXIMUM       PROPOSED MAXIMUM
          TITLE OF EACH CLASS OF              AMOUNT TO BE         OFFERING PRICE           AGGREGATE             AMOUNT OF
       SECURITIES TO BE REGISTERED             REGISTERED           PER NOTE(1)           OFFERING PRICE       REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
10 3/4% Senior Subordinated Notes due
  2012....................................    $335,000,000              100%               $335,000,000             $--(3)
---------------------------------------------------------------------------------------------------------------------------------
Guarantees of 10 3/4% Senior Subordinated
  Notes due 2012..........................    $335,000,000              (2)                    (2)                   (2)
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(f) under the Securities Act.

(2) No separate filing fee is required pursuant to Rule 457(n) under the
    Securities Act.

(3) No filing fee is required pursuant to Rule 457(q) under the Securities Act.
                             ---------------------
    Pursuant to Rule 429 of the Securities Act of 1933, the prospectus in this
registration statement is a combined prospectus and relates to this registration
statement and our registration statement no. 333-97849 originally filed on
August 8, 2002. This registration statement will constitute post-effective
amendment no. 4 to our registration statement no. 333-97849. The post-effective
amendment will become effective concurrently with the effectiveness of this
registration statement in accordance with Section 8(c) of the Securities Act of
1933.
                             ---------------------
    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SHALL SPECIFICALLY STATE THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE A

                                   GUARANTORS

                            BPC HOLDING CORPORATION

                             BERRY IOWA CORPORATION

                             PACKERWARE CORPORATION

                             KNIGHT PLASTICS, INC.

                           BERRY STERLING CORPORATION

                       BERRY PLASTICS DESIGN CORPORATION

                             POLY-SEAL CORPORATION

                            VENTURE PACKAGING, INC.

                        VENTURE PACKAGING MIDWEST, INC.

                    BERRY PLASTICS TECHNICAL SERVICES, INC.

                            CPI HOLDING CORPORATION

                            CARDINAL PACKAGING, INC.

                                 AEROCON, INC.

                           BERRY TRI-PLAS CORPORATION

                   BERRY PLASTICS ACQUISITION CORPORATION III

                                  PESCOR, INC.

                    BERRY PLASTICS ACQUISITION CORPORATION V

                   BERRY PLASTICS ACQUISITION CORPORATION VI

                   BERRY PLASTICS ACQUISITION CORPORATION VII

                  BERRY PLASTICS ACQUISITION CORPORATION VIII

                   BERRY PLASTICS ACQUISITION CORPORATION IX

                    BERRY PLASTICS ACQUISITION CORPORATION X

                   BERRY PLASTICS ACQUISITION CORPORATION XI

                   BERRY PLASTICS ACQUISITION CORPORATION XII

                  BERRY PLASTICS ACQUISITION CORPORATION XIII

                BERRY PLASTICS ACQUISITION CORPORATION XIV, LLC

                 BERRY PLASTICS ACQUISITION CORPORATION XV, LLC

                             LANDIS PLASTICS, INC.
Prospectus

[BERRY PLASTICS CORPORATION LOGO]

Berry Plastics Corporation

$335,000,000
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, which we refer to
as the "notes," relate to an aggregate of $335,000,000 that we issued in two
transactions. In September 2002, we issued $250,000,000 of the notes in exchange
for an equal amount of our 10 3/4% Senior Subordinated Notes due 2012, which we
originally issued on July 22, 2002. In April 2004, we issued $85,000,000 of the
notes in exchange for an equal amount of our 10 3/4% Senior Subordinated Notes
due 2012, which we originally issued on November 20, 2003.

The notes mature on July 15, 2012.

We may redeem the notes, in whole or in 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 79. If we sell certain of our assets or experience
specific kinds of changes of 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 secured indebtedness and our subsidiaries' 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 Corporation, 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. These transactions may occur in the open market
or may be privately negotiated at prices related to prevailing market prices at
the time of sale. 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.

           , 2004
TABLE OF CONTENTS
PAGE
Prospectus summary....................    1
Risk factors..........................    6
Use of proceeds.......................   17
Capitalization........................   18
Unaudited pro forma financial
  information.........................   19
Selected consolidated financial
  data................................   22
Management's discussion and analysis
  of financial condition and results
  of operations.......................   24
Business..............................   39
Management............................   49
Principal stockholders................   57
PAGE
Related party transactions............   59
Description of other indebtedness.....   63
Description of notes..................   67
Certain material U.S. federal tax
  considerations......................  118
ERISA considerations..................  125
Plan of distribution..................  127
Legal matters.........................  128
Independent auditors..................  128
Where you can find more information...  128
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" refers to BPC Holding Corporation, "we," "our" or "us" refers to BPC
Holding Corporation together with its consolidated subsidiaries (including
Landis, unless the context otherwise requires), "Berry Plastics" or "the
Company" refers to Berry Plastics Corporation, a wholly owned subsidiary of BPC
Holding and the issuer of the notes, "Landis" refers to Landis Plastics, Inc.,
and "initial purchasers" refers to the firms listed on the cover of this
prospectus. Unless otherwise indicated, all references in this prospectus to our
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 "2003," "2002," "2001," "2000" and "1999," or to such periods as
our fiscal years, relate to our fiscal years ended December 27, 2003, December
28, 2002, December 29, 2001, December 30, 2000 and January 1, 2000,
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 Buyout."
                             ---------------------

                                        i
---------------------

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.

                                        ii
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 Securities Exchange Act
of 1934, as amended (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 the benefits of the Landis Acquisition, and our plans, strategies and
prospects under the headings "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:

       - 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;

       - 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;

       - 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.

                                       iii
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 management's knowledge and experience in the areas
in which the relevant businesses operate, and information obtained from
customers, distributors, suppliers, trade and business organizations and other
contacts in the areas in which the relevant businesses operate. We have also
cited information compiled by Plastics News, an industry publication. Unless
otherwise specified, 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 United States plastic container
demand by weight.

                                        iv
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 and Landis' consolidated financial
statements and related notes included elsewhere in this prospectus.

                           BERRY PLASTICS CORPORATION

We are one of the world's leading manufacturers and suppliers of a diverse mix
of rigid 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. Our top 10 customers represented approximately 18% of our fiscal 2003
net sales with no customer accounting for more than 4% of our fiscal 2003 net
sales. On a pro forma basis giving effect to the acquisition of Landis as if it
occurred at the beginning of fiscal 2003, our top 10 customers would have
represented approximately 32% of our pro forma fiscal 2003 net sales with no
customer accounting for more than 8% of our pro forma fiscal 2003 net sales. The
average length of our relationship with these customers was over 19 years. 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 16 high-volume manufacturing facilities and have
extensive distribution capabilities.

We organize our product categories into three operating divisions: containers,
closures, and consumer products. The following table displays our net sales by
division for each of the past five fiscal years.
--------------------------------------------------------------------------------------------
(DOLLARS IN MILLIONS)                               1999     2000     2001     2002     2003
--------------------------------------------------------------------------------------------
Containers......................................  $188.7   $231.2   $234.5   $250.4   $288.5
Closures........................................    81.0    112.2    132.4    133.9    147.3
Consumer products...............................    59.1     64.7     94.8    110.0    116.1
                                                  ------------------------------------------
     Total net sales............................  $328.8   $408.1   $461.7   $494.3   $551.9
--------------------------------------------------------------------------------------------
1
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.

       - Significant scale resulting in low-cost position and strong cash flow.

       - Ability to pass through changes in the cost of resin.

       - Large, diverse and stable customer base.

       - Proven ability to integrate strategic acquisitions.

       - Unique, proprietary thermoforming drink cup manufacturing process.

       - Proven and motivated management team.

                               BUSINESS STRATEGY

Our goal is to leverage our core strengths to increase profitability. Our
strategy to achieve this goal includes the following elements:

       - Increase sales to existing customers.

       - Aggressively pursue new customers.

       - Continue to effectively manage costs.

       - Selectively pursue strategic acquisitions in our core businesses.

                              RECENT DEVELOPMENTS

                             THE LANDIS ACQUISITION

On November 20, 2003, we acquired Landis Plastics, Inc. for aggregate
consideration of approximately $229.7 million, pursuant to which our
wholly-owned subsidiary, Berry Plastics Acquisition Corporation IV, merged with
and into Landis, and Landis became our wholly-owned subsidiary. The Landis
Acquisition was funded through (1) the issuance of $85 million aggregate
principal amount of the notes, which resulted in gross proceeds of $95.2
million, (2) aggregate net borrowings of $54.1 million under our amended and
restated senior secured credit facility from our new term loans, after giving
effect to the refinancing of our prior term loan, (3) an aggregate common equity
contribution of $62 million, consisting of contributions of $35.4 million by GS
Capital Partners 2000, L.P. and its affiliates, $16.1 million by J.P. Morgan
Partners Global Investors, L.P. and its affiliates, and an aggregate of $10.5
million from existing Landis shareholders and (4) cash on hand.

We also agreed to acquire, for $32 million, four facilities that Landis leased
from certain of its affiliates. Prior to the closing of the Landis Acquisition,
we assigned our rights and obligations to purchase the four facilities owned by
affiliates of Landis to an affiliate of W.P. Carey & Co., L.L.C. and then leased
those four facilities from them.

The Landis Acquisition, the amendment and restatement of our senior secured
credit facility, the borrowings under our revolving credit facility and our new
term loans and the common equity contributions described above are collectively
referred to in this prospectus as the Transactions.
                                        2
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 notes" in this
prospectus.

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

SECURITIES OFFERED......$335,000,000 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.

GUARANTORS..............The notes are fully and unconditionally guaranteed by
                        BPC Holding Corporation, our parent company, and each of
                        our current and future domestic subsidiaries. These
                        guarantees can be released upon the circumstances
                        described under "Description of 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
                                        3
- are effectively subordinated to the obligations of any
                        subsidiary of a note guarantor if that subsidiary is not
                        a note guarantor.

                        As of December 27, 2003:

                        - we had total indebtedness of approximately $751.6
                        million, excluding $7.4 million in letters of credit
                        under our revolving credit facility and, subject to
                        certain conditions to borrowing, $92.6 million available
                        for future borrowings under our revolving credit
                        facility; however the covenants under our amended and
                        restated senior secured credit facility may limit our
                        ability to make such borrowings;

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

                        - we did not have any subordinated debt; and

                        - our subsidiaries that are not guarantors of the notes
                        had $13.2 million of liabilities including trade
                        payables, but excluding liabilities owed to us.

                        As of April 28, 2004, we could incur approximately $92.0
                        million in additional senior debt under our amended and
                        restated senior secured credit facility, subject to
                        conditions to borrowing; however, the covenants under
                        our amended and restated 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 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 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 amended and restated 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 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;
                                        4
- 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 notes--Certain covenants."

RISK FACTORS

You should carefully consider all the information in this prospectus before
deciding whether to invest in the notes. 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-fifth of our products. A catastrophic loss of all or a part of
the facility could have a material adverse effect on us. Also, we may not be
able to successfully integrate Landis. 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 December 27, 2003,
we had total indebtedness of approximately $751.6 million, excluding $7.4
million in letters of credit under our revolving credit facility and, subject to
certain conditions to borrowing, $92.6 million available for future borrowings
under our revolving credit facility. In particular, we urge you to consider
carefully the factors set forth under "Risk factors" beginning on page 6 of this
prospectus.
                                        5
RISK FACTORS

You should read and consider carefully each of the following factors, as well as
the other information contained in this prospectus before participating in the
exchange offer or deciding whether to invest in the notes. The risks and
uncertainties described below are not the only ones we face. Additional risks
and uncertainties not presently known to us or that we currently believe to be
immaterial may also adversely affect our business. For purposes of this "Risk
Factors" section, the terms "we", "our" or "us" refer to BPC Holding Corporation
together with its consolidated subsidiaries (including Landis, unless the
context signifies otherwise).

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 December 27, 2003, we had total indebtedness of approximately
$751.6 million, excluding $7.4 million in letters of credit under our revolving
credit facility and, subject to certain conditions to borrowing, $92.6 million
available for future borrowings under our revolving credit facility. As of April
28, 2004, we could incur approximately $92.0 million in additional senior debt
under our amended and restated senior secured credit facility, subject to
conditions to borrowing; however, the covenants under our amended and restated
senior secured credit facility may limit our ability to make such borrowings. We
are also permitted by the terms of the notes and our other debt instruments to
incur substantial additional indebtedness, subject to the restrictions therein.
See "Description of notes--Certain covenants" and "Description of other
indebtedness--The amended and restated senior secured credit facility." Any debt
that could be incurred under the indenture may be deemed senior debt.

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,

                                        6
that are beyond our control. Our business may not generate sufficient cash flow
from operations and future borrowings may not be available to us under our
amended and restated 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 amended and restated 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 that govern our amended and
restated 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 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 amended and restated senior secured credit facility also requires us to meet
a number of financial ratios. For a discussion of these financial ratios, see
"Description of other indebtedness--The amended and restated senior secured
credit facility". The breach of any of these covenants or restrictions could
result in a default under the indenture governing the notes or under our amended
and restated 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 AND FUTURE
SENIOR INDEBTEDNESS. FURTHER, THE GUARANTEES OF THE NOTES ARE JUNIOR TO ALL OF
OUR GUARANTORS' EXISTING AND FUTURE SENIOR INDEBTEDNESS.

The notes and the guarantees rank behind all of our and our guarantors' existing
and future senior indebtedness. All of our and their future indebtedness will be
deemed senior indebtedness, unless it expressly provides that it ranks equal
with, or is subordinated in right of payment to, the notes and the guarantees.
The notes offered by this prospectus rank equal to the existing notes. As of
December 27, 2003, the amount of debt issued by us that is senior, or

                                        7
effectively senior, to the notes and the note guarantees was $406.6 million
(which amount excludes $7.4 million of letters of credit and the remaining
availability of $92.6 million under our revolving credit 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' senior subordinated indebtedness in the assets remaining after we
and the guarantors have paid all of our and their senior debt. The indenture
governing the notes requires that amounts otherwise payable to holders of the
notes in a bankruptcy or similar proceeding be paid first to holders of any
remaining senior indebtedness. In any of these cases, if our assets are
insufficient to pay all of our creditors, the holders of the notes will receive
a proportional payment only if the holders of our senior indebtedness are paid
in full. 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
notes--Ranking."

THE NOTES ARE NOT SECURED BY ANY OF OUR ASSETS. HOWEVER, OUR AMENDED AND
RESTATED SENIOR SECURED CREDIT FACILITY IS 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 amended and
restated 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 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 amended and restated
senior secured credit facility have a prior claim on our and our guarantor
subsidiaries' 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. At December 27, 2003, the outstanding balance was
$380.0 million, and we had remaining availability of $92.6 million under that
facility.

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 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

                                        8
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
December 27, 2003, our non-guarantor subsidiaries held 5% of our consolidated
assets. These non-guarantor subsidiaries accounted for 3% of our pro forma net
sales for fiscal year 2003.

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 guarantor of the notes, 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.

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

                                        9
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 amended and restated 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 amended
and restated 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 notes--Change of control."

WE HAVE EXPERIENCED CONSOLIDATED NET LOSSES.

Our net losses were $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 $7.1 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. have advised us that they presently intend to make a market in
the notes as permitted by applicable law. Goldman, Sachs & Co. and J.P. Morgan
Securities Inc. are not obligated, however, to make a market in the notes and
any such market-making may be discontinued at any time 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. 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., 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, our registration
rights agreement with them 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 set forth in the registration rights agreement or as
otherwise acceptable to the market-maker. Valid business reasons include,

                                        10
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 GUARANTEED SUPPLY OR FIXED-PRICE CONTRACTS WITH PLASTIC RESIN
SUPPLIERS.

We source plastic resin primarily from major industry suppliers such as Dow
Chemical, Chevron, Nova, ExxonMobil, Atofina, Basell, Sunoco and Equistar. We
have long-standing relationships with some of these suppliers but we have no
guaranteed supply or fixed-price contracts 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. Over the past several years we have
at times experienced rapidly increasing resin prices primarily due to the
increased cost of oil and natural gas. Due to the uncertain extent and rapid
nature of cost increases, we cannot reasonably estimate our ability to
successfully recover any cost increases in the short-term. If rapidly increasing
resin prices occur, our 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 the 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 2003 cost us approximately $140.3 million, or 33% 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. Based on information from Plastics News, an industry publication,
average spot prices of HDPE and PP on December 27, 2003 were $0.515 per pound
and $0.47 per pound, respectively, reflecting increases of $0.12 per pound, or
30%, and $0.08 per pound, or 21%, over the respective average spot prices from
December 28, 2002. Historically, we and Landis 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 significant negative
short-term impacts to our and Landis' respective financial performances. Some of
our customers (currently accounting for fewer than 10% of our net sales)
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.

                                        11
WE FACE INTENSE COMPETITION AND MAY NOT BE ABLE TO COMPETE SUCCESSFULLY; 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 and foreign competitors with lower cost
structures. We compete on the basis 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. Furthermore, there are
relatively low barriers to entry into our business and for each of our product
lines. 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 25% of our products. Also, our primary computer software system
resides on a computer that is located in the Evansville facility. 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 assure that any future acquisitions will be able to be consummated at
acceptable prices and terms. We expect to continue to 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;

       - 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.

                                        12
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.

We may become responsible for unexpected liabilities that we failed or were
unable to discover in the course of performing due diligence in connection with
the Landis Acquisition and any future acquisitions. We have required the selling
stockholders of Landis to indemnify us against certain undisclosed liabilities.
However, the indemnification, even if obtained, may not be enforceable,
collectible or sufficient in amount, scope or duration to fully offset the
possible liabilities associated with the business or property acquired. Any of
these liabilities, individually or in the aggregate, could have a material
adverse effect on our business, financial condition and results of operations.

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

We may not be able to successfully integrate Landis or any future 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;

       - 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.

                                        13
The acquisition of Landis is significantly larger than any of our previous
acquisitions. The significant expansion of our business and operations resulting
from the acquisition of Landis may strain our administrative, operational and
financial resources. The integration of Landis into our company will require
substantial time, effort, attention, and dedication of management resources and
may distract our management in unpredictable ways from our existing business.
The integration process could create a number of adverse consequences for us,
including the possible unexpected loss of key employees, customers or suppliers,
a possible loss of sales or an increase in operating or other costs. The
foregoing could have a material adverse effect on our business, financial
condition and results of operations. We may not be able to manage the combined
operations and assets effectively or realize all or any of the anticipated
benefits of the Landis Acquisition.

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 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.

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

As of December 27, 2003, the net value of our goodwill and other intangibles was
approximately $529.7 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 or
permitted to amortize goodwill reflected on our balance sheet. We are, however,
required to evaluate goodwill reflected on
                                        14
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.

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

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 use of hazardous materials and
the treatment, storage and disposal of solid and hazardous wastes. While we have
never 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
United States 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

                                        15
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
accounted for approximately 4% of our 2003 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 United States 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 Buyout, 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. Affiliates of Goldman, Sachs & Co. and J.P.
Morgan Securities Inc., 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, affiliates of Goldman, Sachs & Co.
and J.P. Morgan Securities Inc. could cause us to 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.

                                        16
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.

                                        17
CAPITALIZATION

The following table sets forth our capitalization as of December 27, 2003. This
table should be read in conjunction with "Use of proceeds" and our combined
financial statements and related notes and the unaudited pro forma financial
statements included elsewhere in this prospectus.
----------------------------------------------------------------------------
                                                                   AS OF
(UNAUDITED)                                                     DECEMBER 27,
(DOLLARS IN THOUSANDS)                                              2003
----------------------------------------------------------------------------
Long-term debt (including current portion thereof):
Amended and restated senior secured credit facilities
   Revolving credit facility(1).............................     $         -
   Term loans(2)............................................         380,000
Notes, including premium....................................         345,053
Capital leases..............................................          24,210
Nevada industrial revenue bonds and other...................           2,342
                                                                 -----------
      Total debt............................................         751,605
Stockholders' equity:
   Preferred stock..........................................               -
   Common stock.............................................              34
   Additional paid-in capital...............................         344,363
   Adjustment of the carryover basis of continuing
     stockholders...........................................        (196,603)
   Notes receivable--common stock...........................         (14,157)
   Treasury stock...........................................          (1,972)
   Retained earnings........................................          16,227
   Accumulated other comprehensive income...................           4,699
                                                                 -----------
      Total stockholders' equity............................         152,591
                                                                 -----------
Total capitalization........................................     $   904,196
----------------------------------------------------------------------------
(1) As of December 27, 2003, we had unused borrowing capacity under the
revolving credit facility of $92.6 million, with $7.4 million in letters of
credit outstanding thereunder.

(2) Between December 27, 2003 and the date of this prospectus, we made scheduled
principal payments of $1.7 million on our term loans, $0.5 million on our Nevada
industrial revenue bonds, and scheduled payments on capital leases.

                                        18
UNAUDITED PRO FORMA FINANCIAL INFORMATION

Set forth below is the unaudited pro forma combined statement of operations of
BPC Holding for the year ended December 27, 2003 and of Landis for the period
from January 1, 2003 to November 19, 2003 assuming the Transactions occurred at
the beginning of the period. The unaudited pro forma combined financial
information is presented for informational purposes only and does not purport to
represent the results of operations of us for the year ended December 27, 2003
had the Transactions occurred at the beginning of such period, or to project the
results for any future date or period.

The unaudited pro forma combined 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."

                                        19
PRO FORMA COMBINED CONDENSED CONSOLIDATED
                            STATEMENT OF OPERATIONS
                  FOR THE FISCAL YEAR ENDED DECEMBER 27, 2003
-------------------------------------------------------------------------------------------------------------------
                                                                   LANDIS PERIOD
                                                                            FROM
                                                                      JANUARY 1,
                                                                         2003 TO    ADJUSTMENTS           PRO FORMA
                                                                    NOVEMBER 19,        FOR THE             FOR THE
(DOLLARS IN THOUSANDS)                                 COMPANY              2003   TRANSACTIONS        TRANSACTIONS
-------------------------------------------------------------------------------------------------------------------
Net sales..........................................  $   551,876   $    197,715    $         -         $    749,591
Cost of goods sold.................................      420,750        157,764         (2,200)(1)          576,314
                                                     --------------------------------------------------------------
Gross profit.......................................      131,126         39,951          2,200              173,277
Operating expenses.................................       59,936         35,246          3,326(2)            98,508
                                                     --------------------------------------------------------------
Operating income...................................       71,190          4,705         (1,126)              74,769
Other expenses (income)............................           (7)             -              -                   (7)
Loss on extinguished debt..........................          250          5,499         (5,749)(3)                -
Interest expense, net..............................       45,413          2,244          5,905(4)            53,562
                                                     --------------------------------------------------------------
Income (loss) before income taxes..................       25,534         (3,038)        (1,282)              21,214
Income taxes.......................................       12,486             94         (2,486)(5)           10,094
                                                     --------------------------------------------------------------
Net income (loss)..................................       13,048         (3,132)         1,204               11,120
                                                     --------------------------------------------------------------
OTHER DATA:
Depreciation and amortization......................  $    44,078   $     11,804    $     5,387(1)(2)   $     61,269
-------------------------------------------------------------------------------------------------------------------
20
NOTES TO PRO FORMA COMBINED CONDENSED
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)

(1) This adjustment reflects Landis changing its accounting policy for its
inventory from a LIFO basis to a FIFO basis and capitalization and related
depreciation of tooling costs in order to be consistent with the Company's
accounting policies, the elimination of operating leases that are not being
assumed in the Landis Acquisition, and new operating leases consummated.
----------------------------------------------------------------------
                                                                  2003
----------------------------------------------------------------------
LIFO adjustment to FIFO.....................................   $(1,229)
Tooling costs to be capitalized.............................    (1,650)
Depreciation on capitalized tooling.........................     1,852
Operating leases not part of purchase.......................    (3,848)
New operating leases........................................     2,675
                                                               -------
Net adjustments.............................................   $(2,200)
----------------------------------------------------------------------
(2) This adjustment reflects the elimination of an operating lease of ($209)
that was not assumed in the Landis Acquisition and additional amortization
expense of $3,535.

(3) This adjustment eliminates the expenses incurred with the extinguishment of
debt in connection with the Transactions.

(4) This adjustment reflects the elimination of Landis interest expense and
changes in interest expense resulting from the financing of the Landis
Acquisition.
----------------------------------------------------------------------
                                                                  2003
----------------------------------------------------------------------
Landis existing interest....................................   $(2,244)
Outstanding Notes:
  Interest..................................................     8,117
  Amortization of bond premium..............................    (1,036)
  Amortization of deferred financing costs..................       305
Amendment of credit agreement:
  Interest..................................................       500
  Amortization of deferred financing........................       263
                                                               -------
Net adjustments.............................................   $ 5,905
----------------------------------------------------------------------
(5) This adjustment represents the income tax change as a result of the other
items reflected in these notes to pro forma combined condensed consolidated
statement of operations and the conversion of Landis from an S corporation to a
C corporation.

                                        21
SELECTED CONSOLIDATED FINANCIAL DATA

BPC HOLDING

The following table sets forth Holding's selected consolidated historical
financial data for each of the fiscal years 1999, 2000, 2001, 2002 and 2003,
which have been derived from the consolidated financial statements of Holding
which have been audited by Ernst & Young LLP, independent auditors included
elsewhere in this prospectus. Holding's fiscal year is a 52/53 week period
ending on the Saturday closest to December 31. Data for the fiscal year 2003
includes the results of operations of Landis from the closing of the Landis
Acquisition on November 20, 2003. All references herein to fiscal "2003,"
"2002," "2001," "2000," and "1999" relate to the fiscal years ended December 27,
2003, December 28, 2002, December 29, 2001, December 30, 2000, and January 1,
2000, respectively. 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" and other
financial information included elsewhere in this prospectus.
-----------------------------------------------------------------------------------------------------------------------
                                                                                                    FISCAL
                                                              --------------------------------------------
                                                                                                  COMBINED
                                                                                                 COMPANY &
                                                                                 PREDECESSOR   PREDECESSOR      COMPANY
                                                              ------------------------------   -----------   ----------
(DOLLARS IN THOUSANDS)                                            1999       2000       2001          2002         2003
-----------------------------------------------------------------------------------------------------------------------
Statement of operations data:
  Net sales.................................................  $328,834   $408,088   $461,659    $494,303     $  551,876
  Cost of goods sold........................................   241,067    312,119    338,000     371,273        420,750
                                                              ---------------------------------------------------------
  Gross profit..............................................    87,767     95,969    123,659     123,030        131,126
  Operating expenses
    Selling.................................................    17,383     21,630     21,996      22,209         23,883
    General and administrative..............................    22,034     24,408     28,535      23,414         25,699
    Research and development................................     2,338      2,606      1,948       2,888          3,459
    Amortization of intangibles.............................     7,215     10,579     12,802       2,408          3,326
    Other expenses..........................................     5,148      6,639      4,911       5,561          3,569
    Merger expenses.........................................         -          -          -      20,987              -
                                                              ---------------------------------------------------------
    Total operating expenses................................    54,118     65,862     70,192      77,467         59,936
                                                              ---------------------------------------------------------
  Operating income..........................................    33,649     30,107     53,467      45,563         71,190
  Other expense (income)(1).................................     1,416        877        473         299             (7)
  Loss on extinguished debt(2)..............................         -      1,022          -      25,328            250
  Interest expense, net(3)..................................    40,817     51,457     54,355      49,254         45,413
                                                              ---------------------------------------------------------
  Income (loss) before income taxes.........................    (8,584)   (23,249)    (1,361)    (29,318)        25,534
  Income taxes (benefit)....................................       554       (142)       734       3,298         12,486
                                                              ---------------------------------------------------------
  Net income (loss).........................................    (9,138)   (23,107)    (2,095)    (32,616)        13,048
  Preferred stock dividends.................................     3,776      6,665      9,790       6,468              -
  Amortization of preferred stock discount..................       292        768      1,024         574              -
                                                              ---------------------------------------------------------
  Net income (loss) attributable to common stockholders.....  $(13,206)  $(30,530)  $(12,909)   $(39,658)    $   13,048
                                                              ---------------------------------------------------------
  Other financial data:
    Depreciation and amortization(4)........................  $ 31,795   $ 42,148   $ 50,907    $ 41,965     $   44,078
    Capital expenditures....................................    30,738     31,530     32,834      28,683         29,949
    Ratio of earnings to fixed charges(5)...................         -          -          -           -            1.5x
  Balance sheet data (at end of period):
    Working capital.........................................  $ 10,527   $ 20,470   $ 19,327    $ 64,201     $   87,571
    Property and equipment, net.............................   146,792    179,804    203,217     193,132        282,977
    Total assets............................................   340,807    413,122    446,876     760,576      1,015,806
    Total debt..............................................  $403,989   $468,806   $485,881    $609,943     $  751,605
-----------------------------------------------------------------------------------------------------------------------
(1) Other expenses consist of net losses (gains) on disposal of property and
equipment for the respective years.

(2) The loss on extinguished debt in 2003 represents the costs associated with
amending the senior credit facility in connection with the Landis Acquisition.
As a result of the retirement all of BPC Holding's senior secured notes and
Berry

                                        22
Plastics' senior subordinated notes and the repayment of all amounts owed under
our credit facilities in connection with the Merger, $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 a loss on extinguished debt. In 2000, the
loss on extinguished debt relates to deferred financing fees written off as a
result of amending the retired senior credit facility.

(3) Includes non-cash interest expense of $2,318, $2,476, $11,268, $18,047, and
$15,567 in fiscal 2003, 2002, 2001, 2000 and 1999, respectively.

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

(5) For purposes of calculating the ratio of earnings to fixed charges,
"earnings" represent net income (loss) before extraordinary items. "Fixed
charges" consist of interest expenses, 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
1999, 2000, 2001 and 2002, our fixed charges exceeded our earnings by $7,137,
$20,520, $772 and $3,146, respectively.

                                        23
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS

You should read the following discussion and analysis of our and Landis'
financial condition and results of operations in conjunction with the
consolidated financial statements and related notes of Berry Plastics and Landis
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 presentation purposes, the results of
Predecessor have been combined with results subsequent to the Buyout.

                                 BERRY PLASTICS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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 that, based on past history and our credit policies, the
net accounts receivable are of good quality. A ten percent increase or decrease
in our bad debt experience would not have a material impact on our results of
operations. Our allowance for doubtful accounts was $2.7 million as of December
27, 2003.

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. A
ten percent increase or decrease in our medical claims experience would not have
a material impact on our

                                        24
results of operations. Our accrued liability for medical claims was $3.0
million, including reserves for expected medical claims incurred but not
reported, as of December 27, 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. A ten
percent increase or decrease in our workers' compensation claims experience
would not have a material impact on our results of operations. Our accrued
liability for workers' compensation claims was $3.1 million as of December 27,
2003.

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.

Impairments of long-lived assets.  In accordance with the methodology described
in FASB Statement No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," we review long-lived assets for impairment whenever events
or changes in circumstances indicate the carrying amount of such assets may not
be recoverable. Impairment losses are recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amounts. The impairment loss is measured by comparing the fair value of
the asset to its carrying amount. No impairments were recorded in the financial
statements included herein.

Deferred taxes and effective tax rates.  We estimate tax rates and associated
liabilities or assets for each legal entity in accordance with FAS 109. We use
tax-planning to minimize or defer tax liabilities to future periods. In
recording effective tax rates and related liabilities and assets, we rely upon
estimates, which are based upon our interpretation of United States and local
tax laws as they apply to our legal entities and our overall tax structure.
Audits by local tax jurisdictions, including the United States Government, could
yield different interpretations from our own and cause us to owe more taxes than
originally recorded. For interim periods, we accrue our tax provision at the
effective tax rate that we expect for the full year. As the actual results from
our various businesses vary from our estimates earlier in the year, we adjust
the succeeding interim periods effective tax rates to reflect our best estimate
for the year-to-date results and for the full year. As part of the effective tax
rate, if we determine that a deferred tax asset arising from temporary
differences is not likely to be utilized, we will establish a valuation
allowance against that asset to record it at its expected realizable value.

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

                                        25
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, "APM" refers to the acquisition of the injection molded overcap lid
assets of APM Inc. in 2003; "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 YEAR ENDED DECEMBER 27, 2003 TO THE YEAR ENDED DECEMBER 28,
2002

Net Sales.  Net sales increased 12% to $551.9 million in 2003, up $57.6 million
from $494.3 million in 2002 with an approximate 5% increase in net selling price
due to higher resin costs passed through to our customers. Container net sales
increased $38.1 million to $288.5 million, with the Landis Acquisition providing
net sales of approximately $20.1 million in 2003. The remaining increase in
containers of $18.0 million can be primarily attributed to higher selling prices
primarily due to passing through the costs of increased resin prices. Closure
net sales increased $13.4 million to $147.3 million primarily due to the CCL
acquisition, higher selling prices, and increased volume in the United States
closure product line. Consumer products net sales increased $6.1 million to
$116.1 million in 2003 primarily due to increased sales from the thermoformed
drink cup line and retail housewares partially offset by a reduction in sales of
a specialty drink cup line.

Gross Profit.  Gross profit increased $8.1 million from $123.0 million, or 25%
of net sales, in 2002 to $131.1 million, or 24% of net sales, in 2003. This
increase of 7% includes the combined impact of the added sales volume,
productivity improvement initiatives and the timing effect of the 5% increase in
net selling prices partially offset by higher raw material costs. 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, in the fourth quarter of 2002 we closed our
Fort Worth, Texas facility, which was acquired in the Pescor acquisition, and in
the fourth quarter of 2003, we initiated the closing of our Monticello, Indiana
facility. The Monticello facility was acquired in the Landis Acquisition. The
business from these locations was distributed throughout our facilities. Also,
significant productivity improvements were made in 2003, including the addition
of state-of-the-art injection molding, thermoforming and post molding equipment
at several of our facilities.

Operating Expenses.  Selling expenses increased by $1.7 million to $23.9 million
for 2003 from $22.2 million principally as a result of increased selling
expenses resulting from increased sales. General and administrative expenses
increased from $23.4 million to $25.7 million in 2003. This increase of $2.3
million can be primarily attributed to the Landis Acquisition and increased
accrued bonus expenses. Research and development costs increased $0.6 million to
$3.5 million in 2003 primarily as a result of an increase in projects under
development and the Landis Acquisition. Intangible asset amortization increased
from $2.4 million in 2002 to $3.3 million for 2003, primarily as a result of
intangibles resulting from the Buyout and the Landis

                                        26
Acquisition. In connection with the Buyout, the Predecessor incurred Buyout
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 fees to the largest voting stockholder of the
Predecessor. Other expenses were $3.6 million for 2003 compared to $5.6 million
for 2002. Other expenses in 2003 include transition expenses of $1.5 million
related to recently acquired businesses, $1.1 million related to the shutdown
and reorganization of facilities, and $1.0 million related to an acquisition
that was not completed. Other expenses in 2002 include 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.

Interest Expense, Net.  Net interest expense, including amortization of deferred
financing costs and debt premium, for 2003 was $45.7 million, or 8% of net sales
compared to $74.6 million, or 15% of net sales in 2002, a decrease of $28.9
million. This decrease is primarily attributed to $18.7 million of prepayment
fees and related charges and $6.6 million of deferred financing fees written off
in 2002 due to the extinguishment of debt in connection with the Buyout and
decreased rates of interest on borrowings in 2003. The prepayment fees and
related charges and deferred financing fees written off in the prior year were
previously classified as extraordinary. Pursuant to SFAS 145, 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. As a result, we
have reclassified the extraordinary item in the Statements of Operations to
continuing operations in these financial statements.

Income Taxes.  During 2003, we recorded income tax expense of $12.5 million for
income taxes, or an effective tax rate of 49%, compared to $3.3 million for
fiscal 2002. The effective tax rate is greater than the statutory rate due to
the impact of state taxes and foreign location losses for which no benefit was
currently provided. The increase of $9.2 million over 2002 can be attributed to
the Buyout as the use of fully reserved net operating loss carryforwards that
existed at the time of the Buyout have been recorded as a reduction to goodwill.
We continue to operate in a net operating loss carryforward position for federal
income tax purposes.

Net Income (Loss).  We recorded net income of $13.0 million in 2003 compared to
a net loss of $32.6 million net loss in 2002 for the reasons stated 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 1% includes the timing

                                        27
effect of increased raw material costs in excess of selling price increases
partially offset by the combined impact of the added Pescor and Mount Vernon
sales volume, 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 $22.2 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 Buyout, the
Predecessor incurred Buyout 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 million for 2002 compared to $4.9 million
for 2001. Other expenses in 2002 include 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 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 $74.6 million, or 15% of net sales compared to
$54.4 million, or 12% of net sales in 2001, an increase of $20.2 million. This
increase is primarily attributed to $18.7 million of prepayment fees and related
charges and $6.6 million of deferred financing fees written off in 2002 due to
the extinguishment of debt in connection with the Merger partially offset by
decreased rates of interest on borrowings. The prepayment fees and related
charges and deferred financing fees written off in 2002 were previously
classified as extraordinary. Pursuant to SFAS 145, 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. As a result, we
have reclassified the extraordinary item in the Statements of Operations to
continuing operations in these financial statements.

Income Taxes. During 2002, we recorded an expense of $3.3 million for income
taxes compared to $0.7 million for 2001. The increase of $2.6 million over 2001
can be attributed to the Buyout as the use of fully reserved net operating loss
carryforwards that existed at the time of the

                                        28
Buyout have been recorded as a reduction to goodwill. 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
Buyout, $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 net loss
of $2.1 million in 2001 for the reasons discussed above.

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. In connection with the Landis
Acquisition, we amended and restated the senior secured credit facility. The
amended and restated senior secured credit facility consists of our previous
$100 million revolving credit facility, a new $330 million term loan and a new
$50 million term loan. On November 10, 2003, we used $325.9 million of the new
$330 million term loan to refinance in full the balance outstanding under our
prior term loan. The remaining $4.1 million was used to fund a portion of the
purchase price for the Landis Acquisition. The new $50 million term loan was
also used to pay a portion of the purchase price for the Landis Acquisition. The
maturity date of the term loans is July 22, 2010 and the maturity date of the
revolving credit facility is July 22, 2008. Our prior term loan was initially
funded on the closing date of the Buyout and the proceeds were used in
connection with the Buyout to pay the cash consideration payable to
stockholders, the costs of prepaying our indebtedness and the transaction costs
incurred in connection therewith. The indebtedness under our amended and
restated senior secured credit facility is guaranteed by BPC Holding and all of
its domestic subsidiaries. The obligations of Berry Plastics under the amended
and restated senior secured credit facility and the guarantees thereof are
secured by substantially all of the assets of such entities. At December 27,
2003, there were no borrowings outstanding on the revolving credit facility.

Borrowings under our amended and restated 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 loans, the applicable margin is (1) with respect to Base Rate
Loans, 1.50% per annum and (2) with respect to Eurodollar Rate Loans, 2.50% per
annum. For Eurodollar Rate Loans under the revolving credit facility, the
applicable margin ranges from 2.75% per annum to 2.00% per annum, depending on
our leverage ratio (2.75% based on results through December 27, 2003). 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 amended and
restated senior secured credit facility will be equal to the interest rate at
the time of an event of default plus 2.00%. The amended and restated senior
secured credit facility also requires us to pay commitment fees equal to 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. Pursuant

                                        29
to a requirement in the amended and restated senior secured credit facility and
as a result of an economic slowdown and corresponding interest rate reductions,
we entered into an interest rate collar arrangement in October 2002 to protect
$50 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%.

Our amended and restated 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 amended and restated senior secured credit
facility contains (i) a minimum interest coverage ratio as of the last day of
any quarter of 2.00:1.00 per quarter for the quarters ending December 2003 and
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 $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 of 5.90:1.00 per quarter for
the quarters ending December 2003 and March 2004, 5.75:1.00 per quarter for the
quarters ending June 2004 and September 2004, 5.50:1.00 per quarter for the
quarters ending December 2004 and through the quarter ending June 2005,
5.25:1.00 per quarter for the quarters ending September 2005 and December 2005,
5.00:1.00 per quarter for the quarters ending March 2006 and June 2006,
4.75:1.00 per quarter for the quarters ending September 2006 through the quarter
ending March 2007, 4.50:1.00 per quarter for the quarters ending June 2007
through the quarter ending December 2007, 4.25:1.00 per quarter for the quarters
ending March 2008 through the quarter ending December 2008, and 4.00:1.00 per
quarter thereafter.

The breach of any of these covenants or restrictions could result in a default
under the indenture governing the notes or under our amended and restated senior
secured credit facility.

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. 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. We were in compliance with all of the financial and operating
covenants under our amended and restated senior secured credit facility at
December 27, 2003.

The term loans amortize quarterly in the aggregate as follows: $825,000 each
quarter through June 30, 2004, $950,000 each quarter ending June 30, 2009 and
$89,631,250 each quarter beginning September 30, 2009 and ending June 30, 2010.
Borrowings under our amended and restated 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

                                        30
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 $25 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 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 Buyout. 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.

On November 20, 2003, we completed an offering of $85 million aggregate
principal amount of the notes. The net proceeds to us from the sale of the
notes, after expenses, were $91.8 million. The proceeds from the notes were used
in the financing of the Landis Acquisition.

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 of 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 27, 2003 are summarized in the
following table.
------------------------------------------------------------------------------------------
                                               PAYMENTS DUE BY PERIOD AT DECEMBER 27, 2003
                                         -------------------------------------------------
                                                         <1       1-3       4-5         >5
(DOLLARS IN THOUSANDS)                      TOTAL      YEAR     YEARS     YEARS      YEARS
------------------------------------------------------------------------------------------
Long-term debt, excluding capital
   leases..............................  $717,342   $ 4,050   $ 8,600   $ 8,100   $696,592
Capital leases.........................    26,864     6,184     9,334     6,441      4,905
Operating leases.......................    97,604    12,223    20,071    13,156     52,154
Other long-term obligations............       245       245         -         -          -
                                         -------------------------------------------------
Total contractual cash obligations.....  $842,055   $22,702   $38,005   $27,697   $753,651
------------------------------------------------------------------------------------------
Net cash provided by operating activities was $79.8 million in 2003 as compared
to $26.6 million in 2002. This increase of $53.2 million can be primarily
attributed to Buyout related expenses of $21.0 million in 2002, improved
operating performance as our net income (loss) plus non-cash expenses excluding
the Buyout related expenses improved $8.1 million, and improved working capital
management. Net cash provided by operating activities was $54.3 million in 2001.
The decrease of $27.7 million in 2002 can be primarily attributed to expenses
incurred in connection with the Buyout.

                                        31
Net cash used for investing activities increased from $44.9 million in 2002 to
$265.7 million in 2003 primarily as a result of the Landis Acquisition in 2003
partially offset by $12.4 million of capitalized Buyout costs in 2002. Capital
expenditures in 2003 were $29.9 million, an increase of $1.3 million from $28.6
million in 2002. Capital expenditures in 2003 included investments of $2.5
million for facility renovations, production systems and offices necessary to
support production operating levels throughout the company, $17.2 million for
molds, $5.3 million for molding and printing machines, and $4.9 million for
accessory equipment and systems. The capital expenditure budget for 2004 is
expected to be approximately $47.0 million. Net cash used for investing
activities was $56.3 million in 2001 compared to the $44.9 million in 2002. This
decrease can be primarily attributed to the Pescor acquisition in 2001 partially
offset by $12.4 million of capitalized Buyout costs in 2002.

Net cash provided by financing activities was $196.8 million in 2003 as compared
to $32.4 million in 2002. The increase of $164.4 million can be primarily
attributed to the Landis Acquisition in 2003 partially offset by the Buyout. 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 Buyout.

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 through 2004 will be satisfied through a
combination of funds generated from operating activities and cash on hand,
together with funds available under our amended and restated senior secured
credit facility. We base such belief on historical experience and the
substantial funds available under our amended and restated senior secured credit
facility. However, we cannot predict our future results of operations and we
will need to remain in compliance with the covenants described above to be able
to borrow under the amended and restated senior secured credit facility. At
December 27, 2003, our cash balance was $26.2 million, and we had unused
borrowing capacity under our amended and restated senior secured credit
facility's borrowing base of $92.6 million. Although the $92.6 million was
available at December 27, 2003, the covenants under our amended and restated
senior secured credit facility may limit our ability to make such borrowings in
the future.

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 amended and restated senior secured credit
facility 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

                                        32
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. 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. As a result, we
and Landis will reclassify the extraordinary item in the Statements of
Operations to continuing operations in our 2003 third quarter financial
statements. 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 either us or Landis.

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 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 either us or Landis.

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 Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN No. 46"). FIN No. 46 clarifies the application
of Accounting Research Bulletin No. 51, Consolidated Financial Statements, in
determining whether a reporting entity should consolidate certain legal
entities, including partnerships, limited liability companies, or trusts, among
others, collectively defined as variable interest entities ("VIEs"). This
interpretation applies to VIEs created or obtained after January 31, 2003, and
as of July 1, 2003, to VIEs in which an enterprise holds a variable interest
that it acquired before February 1, 2003. The initial adoption of this statement
did not have a material impact on either us or Landis.

Also in 2003, Emerging Issues Task Force ("EITF") reached a consensus on issue
No. 02-16 ("EITF 02-16"), "Accounting by a Customer (Including a Reseller) for
Certain Consideration Received from a Vendor." EITF 02-16 addressed accounting
for cash consideration received by a reseller from a vendor. Cash consideration
received by a customer from a vendor is presumed to be a reduction of the prices
of the vendor's products or services and should be characterized as a reduction
of cost of sales when recognized in the customer's income statement. However,

                                        33
if the consideration is a payment for assets or services delivered to the
vendor, the cash consideration is characterized as revenue when recognized in
the customer's income statement. The EITF also addressed rebates or refunds and
how they should be recognized as a reduction of cost of sales. In order to
recognize a rebate or refund, it must be probable and reasonably estimable,
otherwise, it is not recognized until each specified criteria is met. The
adoption of EITF 02-16 did not have a material impact on the financial position
or results of operations of the Company or Landis.

In April 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
initial adoption of this statement did not have a material impact on either us
or Landis.

In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity ("SFAS No. 150"). This statement establishes standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003. The adoption
of this statement does not result in any material change to the existing
reporting for either us or Landis.

In December 2003, the United States Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin ("SAB") No. 104 ("SAB 104"), "Revenue
Recognition." SAB 104 updates portions of the SEC staff's interpretive guidance
provided in SAB 101 and included in Topic 13 of the Codification of Staff
Accounting Bulletins. SAB 104 deletes interpretative material no longer
necessary, and conforms the interpretive material retained, because of
pronouncements issued by the FASB Emerging Issues Task Force on various revenue
recognition topics, including EITF 00-21. The Company adopted this standard on a
prospective basis. The adoption of SAB 104 did not have an impact on the
financial position or results of operations of the Company or Landis.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

We are exposed to market risk from changes in interest rates primarily through
our amended and restated senior secured credit facility. The amended and
restated senior secured credit facility consists of our previous $100 million
revolving credit facility, a new $330 million term loan and a new $50 million
term loan. On November 10, 2003, we used $325.9 million of the new $330 million
term loan to refinance in full the balance outstanding under our prior term
loan. The remaining $4.1 million was used to fund a portion of the purchase
price for the Landis Acquisition. The new $50 million term loan was also used to
pay a portion of the purchase price for the Landis Acquisition. At December 27,
2003, there were no borrowings outstanding on the revolving credit facility. The
net outstanding balance of the term loans at December 27, 2003 was $380 million.
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

                                        34
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 our floating rate debt. Pursuant to a requirement in the amended and
restated senior secured credit facility and as a result of an 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 December 27, 2003, the Eurodollar rate applicable to the
$330 million term loan and the $50 million term loan was 1.17% and 1.12%,
respectively. If the Eurodollar rate increases 0.25% and 0.5%, we estimate an
annual increase in our interest expense of approximately $0.8 million and $1.7
million, respectively.

                                     LANDIS

CRITICAL ACCOUNTING POLICIES

Landis discloses those accounting policies that it considers to be significant
in determining the amounts to be utilized for communicating its financial
position, results of operations and cash flows in the second note to its
financial statements included elsewhere herein. This discussion and analysis of
Landis' financial condition and results of operations is based on its financial
statements, included elsewhere in this prospectus, 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
required Landis' 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 we do not believe such
differences will materially affect Landis' financial position or results of
operations. Prior to the Landis Acquisition, Landis informed us that it believes
the following accounting policies are the most critical because they have the
greatest impact on the presentation of Landis' financial condition and results
of operations.

Cash and Cash Equivalents. For financial statement presentation purposes, Landis
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents. The carrying value of cash
equivalents approximates fair value due to the short term, highly liquid nature
of cash equivalents.

Accounts receivable. Accounts receivable are stated at the amount management
expects to collect from outstanding balances. Landis management provides for
probable uncollectible amounts through a charge to earnings and a credit to a
valuation allowance based on its assessments of the current status of individual
accounts. Balances that are still outstanding after Landis management has used
reasonable collection efforts are written off through a charge to the valuation
allowance and a credit to trade accounts receivable. Landis believes that, based
on past history and Landis' credit policies, the net accounts receivable are of
good quality.

Inventories. Landis values substantially all of its inventories at cost
determined on a last-in, first-out (LIFO) basis.

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.

                                        35
Income Taxes. Landis has elected by unanimous consent of its stockholders to be
taxed as an "S" corporation under Section 1362 of the Internal Revenue Code.
Accordingly, no provision or liability for federal income taxes is reflected in
the accompanying statements. Instead, the stockholders are liable for individual
federal income taxes on their respective share of Landis' taxable income.
However, Landis is liable for certain state income taxes. General investment and
employment tax credit carryforwards are available in various states of
approximately $900,000. These credits expire between 2004 and 2017.

RESULTS OF OPERATIONS

COMPARISON OF THE 39 WEEKS ENDED SEPTEMBER 28, 2003 TO THE 39 WEEKS ENDED
SEPTEMBER 29, 2002

Net Sales. Net sales increased 5.7% or $8.9 million to $164.5 million for the
thirty-nine weeks ended September 28, 2003 from $155.6 million for the
thirty-nine weeks ended September 29, 2002. This increase was primarily
attributable to higher selling prices resulting from increased resin costs,
offset by reduced sales to a single customer.

Gross Profit. Gross profit decreased by $2.3 million to $30.1 million, or 18.3%
of net sales, for the thirty-nine weeks ended September 28, 2003 from $32.4
million, or 20.8% of net sales, for the thirty-nine weeks ended September 29,
2002. This decrease of 7.1% was primarily attributable to the timing effect of
increased raw material costs in excess of selling price increases.

Operating Expenses. Selling expenses increased by $1.0 million to $4.5 million
for the thirty-nine weeks ended September 28, 2003 from $3.5 million for the
thirty-nine weeks ended September 29, 2002, primarily as a result of additional
artwork related to additional volume with Dean Foods, higher wage rates, and
positions added to support new business. General and administrative expenses
increased from $8.8 million for the thirty-nine weeks ended September 29, 2002
to $10.2 million for the thirty-nine weeks ended September 28, 2003. This
increase of $1.4 million was primarily attributable to compensation recognition
(non-cash) for stock vesting.

Interest Expense, Net. Net interest expense was $1.9 million for the thirty-nine
weeks ended September 28, 2003, identical to the $1.9 million for the
thirty-nine weeks ended September 29, 2002.

Income Taxes. Landis Plastics, Inc. has elected by unanimous consent of its
stockholders to be taxed as an "S" corporation under Section 1362 of the
Internal Revenue Code for years beginning after December 31, 1986. Accordingly,
no provision or liability for federal income taxes is reflected in the
accompanying statements. Items reported under Income Taxes are liabilities
related to state taxes where S filings are not appropriate.

Net Income. Net income was $2.5 million for the thirty-nine weeks ended
September 28, 2003 compared to $8.1 million for the thirty-nine weeks ended
September 29, 2002 for the reasons discussed above.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 2002 TO THE YEAR ENDED DECEMBER 31,
2001

Net Sales. Net sales increased 5.2% to $211.6 million in 2002, up $10.4 million
from $201.2 million in 2001. This increase was primarily due to stronger sales
volume in the yogurt and dairy lines.

                                        36
Gross Profit. Gross profit increased $1.0 million from $43.6 million, or 21.7%
of net sales, in 2001 to $44.6 million, or 21.1% of net sales, in 2002. This
increase was primarily attributable to the margin gain from higher sales volumes
partially offset by increased raw material costs.

Operating Expenses. Selling expenses increased $0.4 million primarily as a
result of higher artwork costs related to additional business gained when Dean
Foods merged with Suiza Foods, and shifted the business to Landis. General and
administrative expenses fell $0.2 million as a result of lower human resource
expenditures spent on recruiting fees.

Interest Expense, Net. Net interest expense, including amortization of deferred
financing costs for 2002, was $2.7 million, or 1.3% of net sales, compared to
$3.1 million or 1.5% of net sales in 2001, a decrease of $0.4 million. This
decrease was attributed to lower borrowing costs and lower debt levels.

Income Taxes. Landis Plastics, Inc. has elected by unanimous consent of its
stockholders to be taxed as an "S" corporation under Section 1362 of the
Internal Revenue Code for years beginning after December 31, 1986. Accordingly,
no provision or liability for federal income taxes is reflected in the
accompanying statements. Items reported under Income Taxes are liabilities
related to state taxes where S filings are not appropriate.

Asset Impairment. As required by Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the impairment of long-lived assets and for
long-lived assets to be disposed of," Landis recorded losses on long-lived
assets of $0.5 million in 2001. This related to robotic parts handling equipment
that did not meet performance criteria. There were no asset impairments
recognized in 2002.

Net Income. Landis recorded net income of $10.8 million in 2002 as compared to
$8.9 million in 2001 for the reasons discussed above.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 2001 TO THE YEAR ENDED DECEMBER 31,
2000

Net Sales. Net sales increased 3.6% to $201.2 million in 2001, up $6.9 million
from $194.3 million in 2000. This increase was primarily due to stronger sales
volume in the yogurt and dairy lines.

Gross Profit. Gross profit increased $4.4 million from $39.2 million, or 20.2%
of net sales, in 2000 to $43.6 million, or 21.7% of net sales, in 2001. This
increase is primarily attributable to the margin gain from higher sales volumes.

Operating Expenses. Selling expenses increased $0.5 million largely as a result
of higher insurance costs. General and administrative expenses increased $1.3
million as a result of rent expenses and other costs associated with the start
of the Phoenix facility. The income of 2000 was largely related to a gain on
sale of a corporate aircraft.

Interest Expense, Net. Net interest expense, including amortization of deferred
financing costs for 2001, was $3.1 million, or 1.5% of net sales, compared to
$3.1 million, or 1.6% of net sales, in 2000.

Income Taxes. Landis Plastics, Inc. has elected by unanimous consent of its
stockholders to be taxed as an "S" corporation under Section 1362 of the
Internal Revenue Code for years beginning after December 31, 1986. Accordingly,
no provision or liability for federal income taxes is reflected in the
accompanying statements. Items reported under Income Taxes are liabilities
related to state taxes where S filings are not appropriate.

                                        37
Asset Impairment. As required by Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the impairment of long-lived assets and for
long-lived assets to be disposed of," Landis recorded losses on long-lived
assets of $0.4 million in 2000. This related to stacking and handling equipment
that did not meet performance criteria. An asset impairment of $0.5 million was
recognized in 2001 for robotics equipment.

Net Income. Landis recorded net income of $8.9 million in 2001 as compared to
$10.5 million in 2000 for the reasons discussed above.

                                        38
BUSINESS

GENERAL

We are one of the world's leading manufacturers and suppliers of a diverse mix
of rigid 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. Our top 10 customers represented approximately 18% of our fiscal 2003
net sales with no customer accounting for more than 4% of our fiscal 2003 net
sales. On a pro forma basis giving effect to the acquisition of Landis Plastics,
Inc. as if it occurred at the beginning of fiscal 2003, our top 10 customers
would have represented approximately 32% of our pro forma fiscal 2003 net sales
with no customer accounting for more than 8% of our pro forma fiscal 2003 net
sales. The average length of our relationship with these customers was over 19
years. 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 16 high-volume manufacturing facilities and
have extensive distribution capabilities.

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.

       - Significant scale resulting in low-cost position and strong cash flow.

       - Ability to pass through changes in the cost of resin.

       - Large, diverse and stable customer base.

       - Proven ability to integrate strategic acquisitions.

       - Unique, proprietary thermoforming drink cup manufacturing process.

       - Proven and motivated management team.

BUSINESS STRATEGY

Our goal is to leverage our core strengths to increase profitability. Our
strategy to achieve this goal includes the following elements:

       - Increase sales to existing customers.

       - Aggressively pursue new customers.

                                        39
- Continue to effectively manage costs.

       - Selectively pursue strategic acquisitions in our core businesses.

PRODUCT OVERVIEW

We organize our product categories into three operating divisions: containers,
closures, and consumer products. The following table displays our net sales by
division for each of the past five fiscal years.
-------------------------------------------------------------------------------------------
(DOLLARS IN MILLIONS)                              1999     2000     2001     2002     2003
-------------------------------------------------------------------------------------------
Containers.....................................  $188.7   $231.2   $234.5   $250.4   $288.5
Closures.......................................    81.0    112.2    132.4    133.9    147.3
Consumer products..............................    59.1     64.7     94.8    110.0    116.1
                                                 ------------------------------------------
   Total net sales.............................  $328.8   $408.1   $461.7   $494.3   $551.9
-------------------------------------------------------------------------------------------
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.
----------------------------------------------------------------------------------------------
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 2003. On a pro forma basis

                                        40
giving effect to the acquisition of Landis as if it occurred at the beginning of
fiscal 2003, no single container customer exceeded 8% of our pro forma fiscal
2003 net sales.

We believe that we offer the broadest product line among United States-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, 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 14 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 coordinates with our product
design engineers to satisfy customers' needs.

In non-industrial containers, our strongest competitors include Airlite,
Sweetheart 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 United States
manufacturers of aerosol products, and companies that fill aerosol products on a
contractual basis, are our customers for some portion of their needs.

Approximately 20% of the United States injection-molded market consists of
manufacturers who produce overcaps in-house for their own needs.

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
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

                                        41
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 2003, 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.

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 2003, 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. Many of our 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

                                        42
cups. This offers a material competitive advantage versus competitive
thermoformed drink cups.

In fiscal 2003, no single drink cup customer accounted for more than 2% of our
total net sales. Drink cup competitors include Huhtamaki (formerly Packaging
Resources Incorporated), Sweetheart, International Paper, Dopaco, 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 2003, 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. 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 either injection or thermoform
molding presses. In both cases, the process begins with raw plastic pellets
which are then converted into finished

                                        43
products. In the injection process, the raw pellets are melted to a liquid state
and injected into a multi-cavity steel mold where the resin is allowed to
solidify to take the final shape of the part. In the thermoform process, the raw
resin is softened to the point where sheets of material are drawn into
multi-cavity molds and formed over the molds to form the desired shape. The
final parts are then either cut and trimmed in the mold or trimmed as a
secondary process. In both processes, the cured parts are transferred from the
molding process via automated handling equipment to corrugated containers for
shipment to customers or for post-molding secondary operations (offset printing,
labeling, silkscreening, handle applications, etc.). We believe that our
molding, handling, 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 maintenance capability
to support molding and post-molding 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 $153.7 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. The Landis Acquisition
provides the additional capability of in-house mold production, which will be
considered for certain projects. 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 $3.5 million, $2.9 million and $1.9 million on research and development
in 2003, 2002 and 2001, respectively.

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.

                                        44
QUALITY ASSURANCE

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. Teams use
the Six Sigma methodology to improve internal processes and service the
customer. All of our facilities except for two facilities (Richmond and Phoenix)
that were acquired in connection with the Landis Acquisition 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"). We are actively pursuing ISO certification
in the remaining two facilities. 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
(excluding the Landis facilities, which we anticipate completing the conversion
process by the end of the second quarter of 2004) 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 $140.3 million and over 350 million pounds of resin in fiscal
2003. On a pro forma basis after giving effect to the Landis Acquisition, our
annual resin pound utilization exceeds 500 million pounds with approximately 28%
of our resin pounds being high density polyethylene ("HDPE"), 17% linear low
density polyethylene and 55% polypropylene ("PP"). We have contractual price
escalators and de-escalators tied to the price of resin representing
approximately 55% 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, we have historically had success in passing through price increases
and decreases in the price of resin to customers without indexed price
agreements. For example, in fiscal 2003, our net sales increased by $57.6
million over fiscal 2002, of which approximately $25.6 million was attributable
to increased selling prices. This occurred in an environment of rapidly
escalating resin prices during which our cost of goods sold increased by
approximately $49.5 million. 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. Based on information from Plastics
News, an industry publication, average spot prices of HDPE and PP on December
27, 2003 were $0.515 per pound and $0.470 per pound, respectively, reflecting
increases of $0.12 per pound, or 30%, and $0.08 per pound, or 21%, over the
respective average spot prices from December 28, 2002.

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

                                        45
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

At the end of fiscal 2003, we had approximately 4,700 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. At the end of fiscal 2003, approximately 330 employees of Poly-Seal
Corporation, all of whom 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
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. See "Risk factors--Risks related
to our business--We rely on unpatented proprietary know-how and trade secrets".

PROPERTIES

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

                                        46
The following table sets forth our principal manufacturing facilities:
----------------------------------------------------------
                   APPROXIMATE
                     SQUARE                         OWNED/
    LOCATION         FOOTAGE           USE          LEASED
----------------------------------------------------------
Evansville, IN         580,000   Headquarters and   Owned
                                 Manufacturing
Henderson, NV          175,000   Manufacturing      Owned
Iowa Falls, IA         100,000   Manufacturing      Owned
Charlotte, NC          150,000   Manufacturing      Owned
Lawrence, KS           424,000   Manufacturing      Owned
Suffolk, VA            110,000   Manufacturing      Owned
Monroeville, OH        152,000   Manufacturing      Owned
Norwich, England        88,000   Manufacturing      Owned
Woodstock, IL          170,000   Manufacturing      Owned
Streetsboro, OH        140,000   Manufacturing      Owned
Baltimore, MD          244,000   Manufacturing      Owned
Milan, Italy           125,000   Manufacturing      Leased
Chicago, IL            472,000   Manufacturing      Leased
Richmond, IN           160,000   Manufacturing      Owned
Syracuse, NY           135,000   Manufacturing      Leased
Phoenix, AZ            140,000   Manufacturing      Leased
----------------------------------------------------------
In addition, we own a property in Monticello, Indiana that was acquired in
connection with the Landis Acquisition that was subsequently closed as part of
our integration efforts. This property is currently on the market for sale.

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 use and management of hazardous
materials, 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 assure
you 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 materials.

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 liability for the entire cost of a cleanup can be imposed on
any responsible party. 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

                                        47
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
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. We cannot assure you 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 through 2001, the most recent
compliance period examined. Therefore, rigid plastic containers are exempt from
the requirements of the Oregon statute. In addition, California's recycling rate
for rigid plastic containers exceeded 25% in 2001, the most recent compliance
period examined. Therefore, rigid plastic containers were exempt from the
requirements of the California statute in 2002. In order to facilitate continued
individual customer compliance with these regulations, we are 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.

                                        48
MANAGEMENT

Our directors and executive officers and their ages as of the date of this
prospectus are as follows:
----------------------------------------------------------------------------------------------------
NAME                                AGE   TITLE
----------------------------------------------------------------------------------------------------
Joseph H. Gleberman(1)(2)(3)        46    Chairman and Director
Ira G. Boots(1)(3)                  50    President, Chief Executive Officer and Director
James M. Kratochvil                 47    Executive Vice President, Chief Financial Officer,
                                          Treasurer and Secretary
R. Brent Beeler                     51    President, Containers and Consumer Products Division
Gregory J. Landis                   53    Director and President, Container Branded Products
                                          Division
William J. Herdrich                 53    Executive Vice President and General Manager, Closures
                                          Division
Antonio Gabriele                    47    Vice President, International Business Development
                                          Division
Christopher C. Behrens(1)(2)        43    Director
Patrick J. Dalton(2)(4)             35    Director
Douglas F. Londal(1)(3)(4)          38    Director
Mathew J. Lori(3)(4)                39    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 Buyout and has been a Managing Director at Goldman, Sachs & Co.
since 1996. He serves on the Board of Directors of aaiPharma, 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 was named our President, Containers and Consumer Products
Division in October 2003. He had been our 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.

                                        49
Gregory J. Landis became a director upon the closing of the Landis Acquisition.
He is also our President, Container Branded Products Division. Prior to the
closing of the Landis Acquisition, he had been President of Landis since 1991.

William J. Herdrich has been our Executive Vice President and General Manager,
Closures Division 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.

Antonio Gabriele became our Vice President, International Business Development
Division in September, 2003. He was previously employed by Solo Cup Company as
International Sales Manager and National Sales Manager since 1995.

Christopher C. Behrens has been a director since the closing of the Buyout 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, Brand Services Inc. and
Interline Holdings, 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 Buyout 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 Buyout 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, NextMedia Investors
LLC 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 Buyout. 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 seven directors, including Gregory
J. Landis, who became a director of our company upon the closing of the Landis
Acquisition. Pursuant to the stockholders' agreement entered into in connection
with the Landis Acquisition with affiliates of Goldman, Sachs & Co. and
affiliates of J.P. Morgan Securities Inc., described below, affiliates

                                        50
of Goldman, Sachs & Co. has the right to designate two additional members 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 Buyout, 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 28%
of our common stock. Under the terms of this agreement, which was amended upon
the closing of the Landis Acquisition, among other things: (1) GSCP 2000 and
other private equity funds affiliated with Goldman, Sachs & Co., have the right
to designate seven 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.

                                        51
MANAGEMENT COMPENSATION

The following table sets forth a summary of the compensation paid by the Company
to its Chief Executive Officer 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 2003, 2002
and 2001.

                           SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------------------------
                                                                       LONG TERM
                                                                    COMPENSATION
                                                                    ------------
                                                           ANNUAL     SECURITIES
                                                     COMPENSATION     UNDERLYING
                                   FISCAL   ---------------------        OPTIONS             OTHER
NAME AND PRINCIPAL POSITION          YEAR     SALARY     BONUS(1)            (#)   COMPENSATION(2)
--------------------------------------------------------------------------------------------------
Ira G. Boots.....................   2003    $432,836   $  150,231         2,383      $   12,343
   President and Chief Executive    2002     424,536    1,452,018        61,814          12,505
   Officer                          2001     316,461       87,500             -          12,428
James M. Kratochvil..............   2003    $278,867   $   96,577         1,356      $   10,151
   Executive Vice President,        2002     273,400      945,026        35,040           9,889
      Chief
   Financial Officer, Treasurer     2001     231,919       64,166             -           9,198
   and Secretary
R. Brent Beeler..................   2003    $313,761   $  111,476         1,356      $    3,105
   President--Containers and        2002     298,172    1,080,496        35,229           2,590
   Consumer Products                2001     284,251       78,750             -           3,196
Gregory J. Landis(3).............   2003    $ 49,500   $        -             -      $    2,688
   President--Container Division    2002           -            -             -               -
                                    2001           -            -             -               -
William J. Herdrich..............   2003    $274,180   $  117,772         1,356      $    5,109
   Executive Vice President and     2002     269,222      983,506        25,581           4,899
   General Manager--Closures        2001     258,690       62,800         2,000           3,834
--------------------------------------------------------------------------------------------------
(1) Amounts shown include transaction bonuses of $1,238,298, $788,298, $871,298
and $803,831 paid to Messrs. Boots, Kratochvil, Beeler and Herdrich,
respectively, in connection with the Buyout.

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

(3) Amounts shown reflect only the activity since the closing of the Landis
Acquisition.

                                        52
The following table sets forth a summary of the options granted by the Company
to the Named Executive Officers during the 2003 fiscal year.

                       OPTION GRANTS IN LAST FISCAL YEAR
----------------------------------------------------------------------------------------------------
                                 INDIVIDUAL GRANTS
                         -------------------------                              POTENTIAL REALIZABLE
                          NUMBER OF                                                 VALUE AT ASSUMED
                         SECURITIES     % OF TOTAL                              RATES OF STOCK PRICE
                         UNDERLYING        OPTIONS                                  APPRECIATION FOR
                            OPTIONS     GRANTED TO                                       OPTION TERM
                            GRANTED   EMPLOYEES IN     EXERCISE   EXPIRATION   ---------------------
NAME                            (#)    FISCAL YEAR     PRICE($)         DATE      5%($)       10%($)
----------------------------------------------------------------------------------------------------
Ira Boots..............       1,589(1)         4.1          100     12/10/13    99,932      253,239
Ira Boots..............         794(2)         2.1          100     12/10/13    49,935      126,540
James M. Kratochvil....         904(1)         2.3          100     12/10/13    56,853      144,070
James M. Kratochvil....         452(2)         1.2          100     12/10/13    28,426       72,035
R. Brent Beeler........         904(1)         2.3          100     12/10/13    56,853      144,070
R. Brent Beeler........         452(2)         1.2          100     12/10/13    28,426       72,035
William J. Herdrich....         904(1)         2.3          100     12/10/13    56,853      144,070
William J. Herdrich....         452(2)         1.2          100     12/10/13    28,426       72,035
----------------------------------------------------------------------------------------------------
(1) Represents options granted on December 10, 2003, 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 December 10, 2003, 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.

                        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 27, 2003.

                        FISCAL YEAR-END OPTION VALUES(1)
----------------------------------------------------------------------------------------------------
                                                NUMBER OF UNEXERCISED           VALUE OF UNEXERCISED
                            SHARES                  OPTIONS AT FISCAL           IN-THE-MONEY OPTIONS
                       ACQUIRED ON      VALUE   YEAR-END EXERCISABLE/             AT FISCAL YEAR-END
NAME                      EXERCISE   REALIZED     UNEXERCISABLE(#)(2)   EXERCISABLE/UNEXERCISABLE(2)
----------------------------------------------------------------------------------------------------
Ira G. Boots.........            -          -           32,917/47,558            $1,536,836/$419,380
James M. Kratochvil..            -          -           19,602/26,968                954,647/238,540
R. Brent Beeler......            -          -           19,659/27,100                954,647/238,540
Gregory J. Landis....            -          -                     -/-                            -/-
William J.
   Herdrich..........            -          -           12,835/20,346                356,917/238,540
----------------------------------------------------------------------------------------------------
(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 27, 2003.

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

                                        53
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 2003
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 136,809 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 Buyout.

2002 STOCK OPTION PLAN

BPC Holding adopted the Amended and Restated BPC Holding Corporation 2002 Stock
Option Plan on March 3, 2004 ("2002 Stock Option Plan") pursuant to which
options to acquire up to 487,566 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 of 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 Buyout. 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 value attributable to shares of BPC Holding held by such employee
immediately prior to the Buyout 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.

                                        54
EMPLOYMENT AGREEMENTS

The Company has employment agreements with each of Messrs. Boots, Kratochvil,
Beeler, Landis and Herdrich. The agreements for Messrs. Boots, Kratochvil and
Beeler expire on January 1, 2007. Mr. Herdrich's agreement expires on December
31, 2008 and Mr. Landis' agreement expires on January 1, 2009. The employment
agreements provided for fiscal 2003 base compensation of $432,836, $278,867,
$313,761, $274,180 and $49,500, 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,
Herdrich, Landis 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
for one year after termination or (b) 1/12 of one-year's base salary for each
year of employment up to 30 years by Berry Plastics or a predecessor in interest
(excluding Mr. Landis) and (2) the 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 Landis for fiscal 2003 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 Buyout and the Landis 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 amended and restated 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 Buyout and the Landis
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 amended and restated 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.

                                        55
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.

                                        56
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 April 28, 2004 and pro forma
giving effect to the expected financing of the Transactions 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.
--------------------------------------------------------------------------------------------
                                                                               PERCENTAGE OF
                                                                 COMMON         COMMON STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER                              STOCK         OUTSTANDING*
--------------------------------------------------------------------------------------------
GS Capital Partners 2000, L.P.(2)...........................  1,155,042                33.2%
GS Capital Partners 2000 Offshore, L.P.(2)..................    419,697                12.0
GS Capital Partners 2000 GmbH & Co.
   Beteiligungs KG(2).......................................     48,278                 1.4
GS Capital Partners 2000 Employee Fund, L.P.(2).............    366,766                10.5
Stone Street Fund 2000, L.P.(2).............................     36,069                 1.0
Bridge Street Special Opportunities Fund 2000, L.P.(2)......     18,034                   -
Goldman Sachs Direct Investment Fund 2000, L.P.(2)..........     60,114                 1.7
J.P. Morgan Partners Global Investors, L.P.(3)..............    193,108                 5.5
J.P. Morgan Partners Global Investors (Cayman), L.P.(3).....     97,495                 2.8
J.P. Morgan Partners Global Investors (Cayman) II,
   L.P.(3)..................................................     10,883                   -
J.P. Morgan Partners Global Investors A, L.P.(3)............     27,954                   -
J.P. Morgan Partners (BHCA), L.P.(3)........................    625,112                17.9
Joseph H. Gleberman(4)......................................  2,104,000                60.4
Christopher C. Behrens(5)...................................    954,552                27.4
Patrick J. Dalton(6)........................................  2,104,000                60.4
Douglas F. Londal(7)........................................  2,104,000                60.4
Mathew J. Lori(8)...........................................          -                   -
Ira G. Boots................................................     73,635(9)              2.1
James M. Kratochvil.........................................     40,749(10)             1.2
R. Brent Beeler.............................................     41,227(11)             1.2
William J. Herdrich.........................................     29,338(12)               -
Gregory J. Landis...........................................    100,000                 2.9
All executive officers and directors as a group (10
   persons).................................................  3,343,501(13)            96.0
--------------------------------------------------------------------------------------------
* 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 the date of this prospectus, but excludes shares of stock underlying
options held by any other person.

- Less than one percent.

                                        57
(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.

(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 35,690 shares of Holding Common Stock granted
to Mr. Boots, exercisable within 60 days of April 28, 2004.

(10) Includes options to purchase 18,792 shares of Holding Common Stock granted
to Mr. Kratochvil, exercisable within 60 days of April 28, 2004.

(11) Includes options to purchase 18,859 shares of Holding Common Stock granted
to Mr. Beeler, exercisable within 60 days of April 28, 2004.

(12) Includes options to purchase 13,934 shares of Holding Common Stock granted
to Mr. Herdrich, exercisable within 60 days of April 28, 2004.

(13) Includes options to purchase 87,275 shares of Holding Common Stock granted
to executive officers, exercisable within 60 days of April 28, 2004.

                                        58
RELATED PARTY TRANSACTIONS

MANAGEMENT AGREEMENT WITH FIRST ATLANTIC

Prior to the Buyout, 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.

THE BUYOUT

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 Buyout, (1) each share of common
stock of BPC Holding issued and outstanding immediately prior to the effective
time of the Buyout 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 Buyout was converted into one share of common stock of BPC Holding.
Additionally, in connection with the Buyout, 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. Immediately
following the Buyout, private equity funds affiliated with Goldman, Sachs & Co.
owned approximately 63% of the outstanding common stock of BPC Holding, private
equity funds affiliated with J.P. Morgan Chase & Co. owned approximately 29% and
members of our management owned the remaining 8%.

ADVISORY FEES

In connection with the Buyout, 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 Buyout, Berry Plastics sold $250 million of 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 Buyout, 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.

                                        59
THE AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY

In connection with the Buyout, 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, which we recently amended and restated in connection
with the Landis Acquisition. For a description of the senior secured credit
facility, see "Description of other indebtedness--The amended and restated
senior secured credit facility."

STOCKHOLDERS AGREEMENT WITH MAJOR STOCKHOLDERS

In connection with the Buyout, 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 28%
of our common stock. Under the terms of this agreement, which was amended upon
the closing of the Landis Acquisition, among other things: (1) GSCP 2000 and
other private equity funds affiliated with Goldman, Sachs & Co., have the right
to designate seven 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 Buyout, 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 Buyout, Messrs. Boots, Kratochvil, Beeler and Herdrich
together with certain other senior employees acquired shares of BPC Holding
common stock pursuant to an

                                        60
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 Buyout; (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 and Herdrich purchased 37,785, 21,957, 22,208
and 15,404 shares of BPC Holding common stock, respectively, pursuant to this
program. In connection with these purchases, Messrs. Boots, Kratochvil, Beeler
and Herdrich delivered ten-year promissory notes to BPC Holding in the principal
amounts of $2,518,500, $1,302,900, $1,313,400 and $1,027,000, 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 April 28, 2004, a total of $2,773,484, $1,434,374, $1,446,374 and
$1,130,978, including principal and accrued interest, was outstanding under the
promissory notes for each of Messrs. Boots, Kratochvil, Beeler, and Herdrich,
respectively.

THE LANDIS ACQUISITION

We paid Goldman, Sachs & Co. and its affiliates a total of $1,720,000 and
JPMorgan Partners, an affiliate of J.P. Morgan Chase & Co., a total of $780,000
for advisory and other services related to the Landis Acquisition.

In addition, Goldman Sachs Credit Partners, L.P., and affiliates of Goldman,
Sachs & Co., acted as the joint lead arranger, joint bookrunner and
administrative agent under our amended and restated senior secured credit
facility and received fees of $0.5 million in November 2003 for services
provided. J.P. Morgan Securities Inc., an affiliate of J.P. Morgan Chase & Co.,
acted as the joint lead arranger and joint bookrunner and JPMorgan Chase Bank
acted as syndication agent under our amended and restated senior secured credit
facility and received fees of approximately $0.5 million.

In connection with the Landis Acquisition, Goldman, Sachs & Co. and its
affiliates made an equity contribution of $35.4 million and J.P. Morgan Chase &
Co. and its affiliates made an equity contribution of $16.1 million to us. See
also "Prospectus Summary -- Recent developments -- The Landis Acquisition."

In connection with the Landis Acquisition, Berry Plastics sold $85.0 million of
notes to various private institutional buyers. Goldman Sachs and J.P. Morgan
acted as joint book-running managers in the transaction and received fees of
approximately $1.0 million and $1.0 million, respectively, for services
performed.

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.

                                        61
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 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.

                                        62
DESCRIPTION OF OTHER INDEBTEDNESS

THE AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY

In connection with the Landis Acquisition, we recently amended and restated the
senior secured credit facility that we, BPC Holding and our domestic
subsidiaries are party to 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 amended and
restated senior secured credit facility.

The amended and restated senior secured credit facility consists of our previous
$100 million revolving credit facility, a new $330 million term loan and a new
$50 million term loan. On November 10, 2003, we used $325.9 million of the new
$330 million term loan to refinance in full the balance outstanding under our
prior term loan. The remaining $4.1 million was used to fund a portion of the
purchase price for the Landis Acquisition. The new $50 million term loan was
also used to pay a portion of the purchase price for the Landis Acquisition and
was funded concurrently with the closing of the Landis Acquisition. We are the
borrower under the amended and restated senior secured credit facility. The
maturity date of the term loans is July 22, 2010 and the maturity date of the
revolving credit facility is July 22, 2008. At December 27, 2003, there were no
borrowings outstanding on the revolving credit facility, and $380 million
outstanding on the term loans.

TERM LOANS PREPAYMENT

The term loans amortize quarterly in the aggregate as follows:

       - $825,000 each quarter ending June 30, 2004;

       - $950,000 each quarter ending June 30, 2009; and

       - $89,631,250 each quarter beginning September 30, 2009 and ending June
       30, 2010.

The amended and restated 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 on the other hand, as we direct.

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 amended and restated
senior secured credit facility).

REVOLVING LOANS

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 July 22, 2008. The revolving credit facility
allows us to obtain up to $25 million of

                                        63
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.

INTEREST RATE AND FEES

Borrowings under the amended and restated 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, 1.50% per annum and (ii) with respect to
Eurodollar Rate Loans, 2.50% per annum. With respect to the revolving credit
facility, the "applicable margin" was, with respect to Eurodollar Rate Loans,
initially 2.75% per annum. The "applicable margin" with respect to Eurodollar
Rate Loans is 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. The interest rate applicable to overdue payments and to
outstanding amounts following an event of default under the amended and restated
senior secured credit facility is equal to the interest rate at the time of an
event of default plus 2.00%. The amended and restated senior secured credit
facility also requires us to pay commitment fees equal to 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,
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 amended and restated 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 guarantee our obligations
under the amended and restated senior secured credit facility. Upon the closing
of the Landis Acquisition, Landis became our wholly-owned subsidiary and a
guarantor of our obligations under the amended and restated senior secured
credit facility.

                                        64
REPRESENTATIONS AND WARRANTIES

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

COVENANTS AND CONDITIONS

In addition to customary affirmative covenants, the amended and restated 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 amended and restated senior secured credit facility includes
negative covenants that restrict our and the guarantors' ability to, among other
things:

       - incur additional indebtedness;

       - incur liens;

       - enter into agreements with negative pledge clauses;

       - make investments;

       - guarantee obligations;

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

       - make payments with respect to subordinated debt;

       - engage in mergers and make acquisitions;

       - sell assets;

       - make capital expenditures;

       - enter into leases;

       - engage in transactions with affiliates; and

       - make investments in foreign subsidiaries.

The amended and restated senior secured credit facility contains (i) a minimum
interest coverage ratio as of the last day of any quarter of 2.00:1.00 per
quarter for the quarters ending December 2003 and 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 $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 of 5.90:1.00 per quarter for the quarters ending December 2003 and March
2004, 5.75:1.00 per quarter for the quarters ending June 2004 and September
2004, 5.50:1.00 per quarter for the quarters ending December 2004 and through
the quarter ending June 2005, 5.25:1.00 per quarter for the quarters ending
September 2005 and December 2005, 5.00:1.00 per quarter for the quarters ending
March 2006 and June 2006,

                                        65
4.75:1.00 per quarter for the quarters ending September 2006 through the quarter
ending March 2007, 4.50:1.00 per quarter for the quarters ending June 2007
through the quarter ending December 2007, 4.25:1.00 per quarter for the quarters
ending March 2008 through the quarter ending December 2008, and 4.00:1.00 per
quarter thereafter.

Certain conditions must be met for us to borrow under the revolving credit
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 amended and restated 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 December
27, 2003.

CAPITAL LEASES

We and our subsidiaries are also party to capital leases entered into in the
ordinary course of business. As of December 27, 2003, we had $24.2 million of
capital leases outstanding.

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 million outstanding as of December
27, 2003, bear interest at a variable rate (1.3% at December 27, 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.

                                        66
DESCRIPTION OF NOTES

Definitions of certain terms used in this "Description of 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 have guaranteed the notes and
therefore will be subject to many of the provisions contained in this
"Description of 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 issued the notes under the Indenture, dated as of July 22, 2002, as
supplemented, (the "Indenture"), among the Company, the Note Guarantors and
United States Bank Trust National Association, as trustee (the "Trustee"),
incorporated by reference as an exhibit to the registration statement of which
this prospectus is a part. A copy of the Indenture is available upon request to
the Company. 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 offered hereby, 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:

       - are general unsecured obligations of the Company;

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

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

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

       - 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

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

                                        67
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:

       - is general unsecured obligations of such Note Guarantor;

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

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

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

       - 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

       - 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 December 27, 2003, these non-guarantor Subsidiaries (i) had
approximately $13.2 million of total liabilities (including trade payables but
excluding liabilities owed to us) and (ii) had approximately 5% of the Company's
Consolidated assets. These non-guarantor subsidiaries accounted for 3% of our
pro forma net sales for fiscal year 2003.

PRINCIPAL, MATURITY AND INTEREST

The Notes will mature on July 15, 2012. We will issue the Notes in fully
registered form, without coupons, and in denominations of $1,000 and any
integral multiple of $1,000.

Each Note will bear interest at the rate of 10 3/4% per annum beginning from the
most recent interest payment date on which interest has been paid or provided
for. We will pay interest semiannually to the Holders of record at the close of
business on the January 1 or July 1 immediately preceding the relevant interest
payment date on January 15 and July 15 of each year. Interest on the Notes will
be computed on the basis of a 360-day year comprised of twelve 30-day months.

INDENTURE MAY BE USED FOR FUTURE ISSUANCES

We may issue from time to time additional Notes having identical terms and
conditions to the Notes (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

                                        68
Additional Notes will be part of the same issue as the Notes and will vote on
all matters with such Notes.

PAYING AGENT AND REGISTRAR

We will pay the principal of, premium, if any, 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 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, 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, 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:
------------------------------------------------------------------------
                                                              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 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.

                                        69
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 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 United States 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 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.

                                        70
As of December 27, 2003:

       - we had approximately $406.6 million of Senior Indebtedness to which the
       Notes and the Note Guarantees would be subordinated (which amount
       excludes $7.4 million of letters of credit and the remaining availability
       of $92.6 million under our revolving credit facility;

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

       - we did not have any Subordinated Obligations; and

       - our Subsidiaries that are not Note Guarantors had $13.2 million of
       liabilities, excluding liabilities owed to us.

As of April 28, 2004, we could incur approximately $92.0 million in additional
senior debt under our amended and restated senior secured credit facility,
subject to conditions to borrowing; however, the covenants under our amended and
restated senior secured credit facility may limit our ability to make such
borrowings.

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;

                                        71
(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.

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).

                                        72
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"):

    (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.
                                        73
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 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 and the Note
Guarantee 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.

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

                                        74
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, if any, to the date
of purchase (subject to the right of Holders of record on the relevant record
date to receive 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

                                        75
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 unpaid interest, if any, to the date of purchase (subject
    to the right of Holders of record on the relevant record date to receive
    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 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

                                        76
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 contains 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.

(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
                                        77
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 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
                                        78
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;

                                        79
(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 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

                                        80
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");

          (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

                                        81
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;

                                        82
(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) 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;

                                        83
(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

    (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 asset(s) 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 and 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;

                                        84
(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,

       (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);

                                        85
(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 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

                                        86
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:

       - 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;

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

       - 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%

                                        87
of their principal amount plus accrued and unpaid 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 (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.

                                        88
(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,

    (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
    Buyout, 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,

                                        89
(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;

    (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

                                        90
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
    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.

                                        92
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
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

                                        93
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, 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,

    (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, 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:

       - cure any ambiguity, omission, defect or inconsistency,

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

       - 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),

       - 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,

                                        94
- add additional Guarantees with respect to the Notes,

       - secure the Notes,

       - 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,

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

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

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

       - 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.

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

                                        95
(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 United States 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 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

United States Bank Trust National Association is 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 conflicts of law to the extent that the application of the law of
another jurisdiction would be required thereby.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

No director, officer, employee, incorporator or stockholder of the Company, as
such, shall have any liability for any obligations of the Company under the
Notes, the Indenture or the Note Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.

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SATISFACTION AND DISCHARGE

The Indenture will be discharged and will cease to be of further effect as to
all Notes issued thereunder, when:

    (1) either

       (a) all Notes that have been authenticated, except lost, stolen or
       destroyed Notes that have been replaced or paid, have been delivered to
       the Trustee for cancellation; or

       (b) all Notes that have not been delivered to the Trustee for
       cancellation have become due and payable by reason of the mailing of a
       notice of redemption or otherwise or will become due and payable within
       one year and the Company or any Note Guarantor has irrevocably deposited
       or caused to be deposited with the Trustee as trust funds in trust solely
       for the benefit of the Holders, cash in United States dollars,
       non-callable United States Government Obligations, or a combination of
       cash in United States dollars and non-callable United States Government
       Obligations, in amounts as will be sufficient without consideration of
       any reinvestment of interest, to pay and discharge the entire
       Indebtedness on the Notes not delivered to the Trustee for cancellation
       for principal, premium, if any, and accrued and unpaid interest, if any,
       to the date of maturity or redemption;

    (2) no Default or Event of Default has occurred and is continuing on the
    date of the deposit;

    (3) the Company or any Note Guarantor has paid or caused to be paid all sums
    payable by it under the Indenture; and

    (4) the Company has delivered irrevocable instructions to the Trustee under
    the Indenture to apply the deposited money toward the payment of the Notes
    at maturity or the redemption date, as the case may be.

In addition, in the case of paragraph (b) above, (i) the Company must deliver an
Officers' Certificate and an Opinion of Counsel to the Trustee stating that all
conditions precedent to satisfaction and discharge have been satisfied and (ii)
the Company's obligations that would survive legal defeasance will remain
outstanding.

CERTAIN DEFINITIONS

"Additional Assets" means:

    (1) any property or assets (other than Indebtedness and Capital Stock)
    acquired or constructed to be used by the Company or a Restricted
    Subsidiary;

    (2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a
    result of the acquisition of such Capital Stock by the Company or another
    Restricted Subsidiary; or

    (3) Capital Stock constituting a minority interest in any Person that at
    such time is a Restricted Subsidiary.

"Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and

                                        97
"controlled" have meanings correlative to the foregoing. For purposes of the
provisions described under "Certain covenants--Limitation on transactions with
affiliates" and "Certain covenants--Limitation on sales of assets and subsidiary
stock" only, "Affiliate" shall also mean any beneficial owner of shares
representing 10% or more of the total voting power of the Voting Stock (on a
fully diluted basis) of Holding or the Company or of rights or warrants to
purchase such Voting Stock (whether or not currently exercisable) and any Person
who would be an Affiliate of any such beneficial owner pursuant to the first
sentence hereof.

"Asset Disposition" means any sale, lease (other than an operating lease entered
into in the ordinary course of business), transfer or other disposition (or
series of related sales, leases, transfers or dispositions) by the Company or
any Restricted Subsidiary, including any disposition by means of a merger,
consolidation, or similar transaction (each referred to for the purposes of this
definition as a "disposition"), of:

    (1) any shares of Capital Stock of a Restricted Subsidiary (other than
    directors' qualifying shares or shares required by applicable law to be held
    by a Person other than the Company or a Restricted Subsidiary),

    (2) all or substantially all the assets of any division or line of business
    of the Company or any Restricted Subsidiary or

    (3) any other assets of the Company or any Restricted Subsidiary outside of
    the ordinary course of business of the Company or such Restricted Subsidiary

other than, in the case of (1), (2) and (3) above,

       (A) a disposition by a Restricted Subsidiary to the Company or by the
       Company or a Restricted Subsidiary to a Restricted Subsidiary,

       (B) for purposes of the provisions described under "Certain
       covenants--Limitation on sales of assets and subsidiary stock" only, a
       disposition subject to the covenant described under "--Limitation on
       restricted payments,"

       (C) a disposition of assets with a Fair Market Value of less than $3.0
       million,

       (D) transactions permitted under "Merger and consolidation,"

       (E) an issuance of Capital Stock by a Restricted Subsidiary of the
       Company to the Company or to another Restricted Subsidiary,

       (F) a sale of accounts receivable and related assets pursuant to a
       Receivables Facility,

       (G) the licensing or sublicensing of intellectual property or other
       general intangibles to the extent that such license does not prohibit the
       licensor from using the intellectual property and licenses, leases or
       subleases of other property in the ordinary course of business, and

       (H) any disposition in the ordinary course of business of obsolete,
       worn-out, surplus or other property not useful in the conduct of the
       business.

"Asset Swap" means the exchange by the Company or a Restricted Subsidiary of a
portion of its property, business or assets, for property, businesses, assets or
Capital Stock of a Person (or any combination thereof, as well as cash or cash
equivalents), all or substantially all of the assets of which, are of a type
used in the business of the Company or of a Restricted Subsidiary.

                                        98
"Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at the
time of determination, the present value (discounted at the interest rate borne
by the Notes, compounded annually) of the total obligations of the lessee for
rental payments (excluding, however, any amounts required to be paid by such
lessee, whether or not designated as rent or additional rent, on account of
maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges or any amounts required to be paid by such lessee thereunder contingent
upon the amount of sales or similar contingent amounts) during the remaining
term of the lease included in such Sale/Leaseback Transaction (including any
period for which such lease has been extended).

"Average Life" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing:

    (1) the sum of the products of the numbers of years from the date of
    determination to the dates of each successive scheduled principal payment of
    such Indebtedness or scheduled redemption or similar payment with respect to
    such Preferred Stock multiplied by the amount of such payment by

    (2) the sum of all such payments.

"Bank Indebtedness" means (1) any and all amounts payable under or in respect of
the Credit Agreement and any Refinancing Indebtedness with respect thereto, as
amended from time to time, including principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement and indemnification obligations, guarantees and all
other amounts payable thereunder or in respect thereof and (2) any Hedging
Obligations of Holding, the Company or any of its Subsidiaries in favor of any
holder of Indebtedness under the Credit Agreement or any Refinancing
Indebtedness with respect thereto. It is understood and agreed that Refinancing
Indebtedness in respect of the Credit Agreement may be Incurred from time to
time after termination of the Credit Agreement.

"Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of the Board of Directors of
the Company.

"Business Day" means each day which is not a Legal Holiday.

"Capital Stock" of any Person means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, including any Preferred Stock,
but excluding any debt securities including those convertible into such equity.

"Capitalized Lease Obligations" means an obligation that is required to be
classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be prepaid by the lessee without payment of a
penalty.

                                        99
"Cash Equivalents" means:

    (1) United States dollars;

    (2) securities issued or directly and fully guaranteed or insured by the
    United States government or any agency or instrumentality thereof having
    maturities of not more than six months from the date of acquisition;

    (3) certificates of deposit and eurodollar time deposits with maturities of
    six months or less from the date of acquisition, bankers' acceptances with
    maturities not exceeding six months from the date of acquisition and
    overnight bank deposits, in each case, with any lender party to the Credit
    Facility or with any domestic commercial bank having capital and surplus in
    excess of $500.0 million;

    (4) repurchase obligations with a term of not more than seven days for
    underlying securities of the types described in clauses (2) and (3) above
    entered into with any financial institution meeting the qualifications
    specified in clause (3) above; and

    (5) commercial paper having the highest rating obtainable from Moody's
    Investors Service, Inc. ("Moody's") or Standard & Poor's Rating Services, a
    division of the McGraw-Hill Companies, Inc. ("S&P"), and in each case
    maturing within six months after the date of acquisition.

"Closing Date" means the date of the Indenture.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commodity Price Protection Agreement" means any forward contract, commodity
swap, commodity option or other similar agreement or arrangement relating to, or
the value of which is dependent upon or which is designed to protect such Person
against, fluctuations in commodity prices.

"Consolidated Coverage Ratio" as of any date of determination means the ratio
of:

    (1) the aggregate amount of EBITDA for the period of the most recent four
    consecutive fiscal quarters ending prior to the date of such determination
    for which financial statements are available to

    (2) Consolidated Interest Expense for such four fiscal quarters;

provided, however, that:

       (A) if the Company or any Restricted Subsidiary has Incurred any
       Indebtedness since the beginning of such period that remains outstanding
       on such date of determination or if the transaction giving rise to the
       need to calculate the Consolidated Coverage Ratio is an Incurrence of
       Indebtedness, EBITDA and Consolidated Interest Expense for such period
       shall be calculated after giving effect on a pro forma basis to such
       Indebtedness as if such Indebtedness had been Incurred on the first day
       of such period (except that in making such computation, the amount of
       Indebtedness under any revolving credit facility outstanding on the date
       of such calculation will be computed based on (i) the average daily
       balance of such Indebtedness during such four fiscal quarters or such
       shorter period for which such facility was outstanding or (ii) if such
       facility was created after the end of such four fiscal quarters, the
       average daily balance of such Indebtedness during the period from the
       date of creation of such facility to the date of such calculation) and
       the discharge of any other Indebtedness repaid, repurchased,

                                       100
defeased or otherwise discharged with the proceeds of such new
       Indebtedness as if such discharge had occurred on the first day of such
       period,

       (B) if the Company or any Restricted Subsidiary has repaid, repurchased,
       defeased or otherwise discharged any Indebtedness since the beginning of
       such period or if any Indebtedness is to be repaid, repurchased, defeased
       or otherwise discharged (in each case other than Indebtedness Incurred
       under any revolving credit facility unless such Indebtedness has been
       permanently repaid and has not been replaced) on the date of the
       transaction giving rise to the need to calculate the Consolidated
       Coverage Ratio, EBITDA and Consolidated Interest Expense for such period
       shall be calculated on a pro forma basis as if such discharge had
       occurred on the first day of such period and as if the Company or such
       Restricted Subsidiary has not earned the interest income actually earned
       during such period in respect of cash or Temporary Cash Investments used
       to repay, repurchase, defease or otherwise discharge such Indebtedness,

       (C) if since the beginning of such period the Company or any Restricted
       Subsidiary shall have made any Asset Disposition, the EBITDA for such
       period shall be reduced by an amount equal to the EBITDA (if positive)
       directly attributable to the assets that are the subject of such Asset
       Disposition for such period or increased by an amount equal to the EBITDA
       (if negative) directly attributable thereto for such period and
       Consolidated Interest Expense for such period shall be reduced by an
       amount equal to the Consolidated Interest Expense directly attributable
       to any Indebtedness of the Company or any Restricted Subsidiary repaid,
       repurchased, defeased or otherwise discharged with respect to the Company
       and its continuing Restricted Subsidiaries in connection with such Asset
       Disposition for such period (or, if the Capital Stock of any Restricted
       Subsidiary is sold, the Consolidated Interest Expense for such period
       directly attributable to the Indebtedness of such Restricted Subsidiary
       to the extent the Company and its continuing Restricted Subsidiaries are
       no longer liable for such Indebtedness after such sale),

       (D) if since the beginning of such period the Company or any Restricted
       Subsidiary (by merger or otherwise) shall have made an Investment in any
       Restricted Subsidiary (or any Person that becomes a Restricted
       Subsidiary) or an acquisition of assets, including any acquisition of
       assets occurring in connection with a transaction causing a calculation
       to be made hereunder, which constitutes all or substantially all of an
       operating unit of a business (including an operating plant or other
       similar facility), EBITDA and Consolidated Interest Expense for such
       period shall be calculated after giving pro forma effect thereto
       (including the Incurrence of any Indebtedness) as if such Investment or
       acquisition occurred on the first day of such period, and

       (E) if since the beginning of such period any Person (that subsequently
       became a Restricted Subsidiary or was merged with or into the Company or
       any Restricted Subsidiary since the beginning of such period) shall have
       made any Asset Disposition or any Investment or acquisition of assets
       that would have required an adjustment pursuant to clause (C) or (D)
       above if made by the Company or a Restricted Subsidiary during such
       period, EBITDA and Consolidated Interest Expense for such period shall be
       calculated after giving pro forma effect thereto as if such Asset
       Disposition, Investment or acquisition of assets occurred on the first
       day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any
calculation under this definition, the pro forma calculations shall be
determined in good faith by a

                                       101
responsible financial or accounting Officer of the Company. Any such pro forma
calculations may include operating expense reductions (net of associated
expenses) for such period resulting from the acquisition or other Investment
which is being given pro forma effect that (a) would be permitted pursuant to
Rule 11-02 of Regulation S-X under the Securities Act or (b) have been realized
or for which substantially all the steps necessary for realization have been
taken or at the time of determination are reasonably expected to be taken within
six months following any such acquisition or other Investment, including, but
not limited to, the execution, termination, renegotiation or modification of any
contracts, the termination of any personnel or the closing of any facility, or
lower material costs, as applicable, provided that, in any case, such
adjustments shall be calculated on an annualized basis and such adjustments are
set forth in an Officers' Certificate signed by the Company's chief financial
officer and another Officer which states in detail (i) the amount of such
adjustment or adjustments, (ii) that such adjustment or adjustments are based on
the reasonable good faith beliefs of the officers executing such Officers'
Certificate at the time of such execution and (iii) that such adjustment or
adjustments and the plan or plans related thereto have been reviewed and
approved by the Board of Directors. Any such Officers' Certificate will be
provided to the Trustee if the Company Incurs any Indebtedness or takes any
other action under the Indenture in reliance thereon.

If any Indebtedness, whenever Incurred, bears a floating rate of interest and is
being given pro forma effect, the interest expense on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Interest Rate
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a
remaining term as at the date of determination in excess of 12 months).

"Consolidated Interest Expense" means, for any period, the total interest
expense of the Company and its Consolidated Restricted Subsidiaries, minus any
amortization of debt issuance costs, plus, to the extent Incurred by the Company
and its Consolidated Restricted Subsidiaries in such period but not included in
such interest expense, without duplication:

    (1) interest expense attributable to Capitalized Lease Obligations and the
    interest expense attributable to leases constituting part of a
    Sale/Leaseback Transaction;

    (2) amortization of debt discount;

    (3) capitalized interest;

    (4) noncash interest expense;

    (5) commissions, discounts and other fees and charges attributable to
    letters of credit and bankers' acceptance financing;

    (6) interest accruing on any Indebtedness of any other Person to the extent
    such Indebtedness is Guaranteed by the Company or any Restricted Subsidiary;

    (7) net costs associated with Hedging Obligations (including amortization of
    fees);

    (8) dividends in respect of all Disqualified Stock of the Company and all
    Preferred Stock of any of the Subsidiaries of the Company, to the extent
    held by Persons other than the Company or a Wholly Owned Subsidiary (except
    to the extent paid in Capital Stock (other than Disqualified Stock));

    (9) interest Incurred in connection with investments in discontinued
    operations; and

                                       102
(10) commissions, discounts, yield and other financing fees and financing
    charges Incurred in connection with any transaction (including, without
    limitation, a Receivables Facility) pursuant to which the Company or any
    Restricted Subsidiary of the Company may sell, convey or otherwise transfer
    or grant a security interest in any accounts receivable or related assets of
    the type specified in the definition of "Receivables Facility."

For purposes of the foregoing, total interest expense will be determined after
giving effect to any net proceeds paid or received by the Company and its
Subsidiaries with respect to Interest Rate Agreements.

"Consolidated Net Income" means, for any period, the net income of the Company
and its Consolidated Subsidiaries for such period; provided, however, that there
shall not be included in such Consolidated Net Income:

    (1) any net income of any Person (other than the Company) if such Person is
    not a Restricted Subsidiary, except that:

       (A) subject to the limitations contained in clause (4) below, the
       Company's equity in the net income of any such Person for such period
       shall be included in such Consolidated Net Income up to the aggregate
       amount of cash actually distributed by such Person during such period to
       the Company or a Restricted Subsidiary as a dividend or other
       distribution (subject, in the case of a dividend or other distribution
       made to a Restricted Subsidiary, to the limitations contained in clause
       (3) below) and

       (B) the Company's equity in a net loss of any such Person for such period
       shall be included in determining such Consolidated Net Income to the
       extent such loss has been funded in such period with cash from the
       Company or a Restricted Subsidiary;

    (2) any net income (or loss) of any Person acquired by the Company or a
    Subsidiary of the Company in a pooling of interests transaction for any
    period prior to the date of such acquisition;

    (3) any net income (or loss) of any Restricted Subsidiary if such Restricted
    Subsidiary is subject to restrictions, directly or indirectly, on the
    payment of dividends or the making of distributions by such Restricted
    Subsidiary, directly or indirectly, to the Company, except that:

       (A) subject to the limitations contained in clause (4) below, the
       Company's equity in the net income of any such Restricted Subsidiary for
       such period shall be included in such Consolidated Net Income up to the
       aggregate amount of cash actually distributed by such Restricted
       Subsidiary during such period to the Company or another Restricted
       Subsidiary as a dividend or other distribution (subject, in the case of a
       dividend or other distribution made to another Restricted Subsidiary, to
       the limitation contained in this clause) and

       (B) the Company's equity in a net loss of any such Restricted Subsidiary
       for such period shall be included in determining such Consolidated Net
       Income;

    (4) any net gain or loss realized upon the sale or other disposition of any
    asset of the Company or its Consolidated Subsidiaries (including pursuant to
    any Sale/Leaseback Transaction) that is not sold or otherwise disposed of in
    the ordinary course of business and any net gain or loss realized upon the
    sale or other disposition of any Capital Stock of any Person;

                                       103
(5) any net extraordinary gain or loss;

    (6) the cumulative effect of a change in accounting principles;

    (7) any noncash compensation charges or other noncash expenses or charges
    arising from the grant of or issuance or repricing of stock, stock options
    or other equity-based awards or any amendment, modification, substitution or
    change of any such stock, stock options or other equity-based awards; and

    (8) any non-recurring fees, charges or other expenses (including bonus and
    retention payments) made or incurred in connection with the Acquisition and
    the transactions contemplated thereby.

Notwithstanding the foregoing, for the purpose of the covenant described under
"--Limitation on restricted payments" only, there shall be excluded from
Consolidated Net Income any dividends, repayments of loans or advances or other
transfers of assets from Unrestricted Subsidiaries to the Company or a
Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted under such covenant
pursuant to clause (a)(4)(C)(iv) thereof.

"Consolidated Step-Up Depreciation and Amortization" means, with respect to any
Person for any period, the total amount of depreciation and amortization related
to the write-up of assets for such period on a consolidated basis in accordance
with GAAP to the extent (i) such depreciation and amortization results from
purchase accounting adjustments in connection with the Acquisition and (ii) such
depreciation and amortization was deducted in computing Consolidated Net Income.

"Consolidation" means the consolidation of the accounts of each of the
Restricted Subsidiaries with those of the Company in accordance with GAAP
consistently applied; provided, however, that "Consolidation" will not include
consolidation of the accounts of any Unrestricted Subsidiary, but the interest
of the Company or any Restricted Subsidiary in an Unrestricted Subsidiary will
be accounted for as an investment. The term "Consolidated" has a correlative
meaning.

"Credit Agreement" means the credit agreement dated as of July 22, 2002, as
amended, restated, supplemented, waived, replaced (whether or not upon
termination, and whether with the original lenders or otherwise), refinanced,
restructured or otherwise modified from time to time, among the Company,
Holding, 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.

"Credit Facility" means, one or more debt facilities (including, without
limitation, the Credit Agreement), commercial paper facilities or other debt
instruments, indentures or agreements, providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables), letters of credit or other debt obligations, in each
case, as amended, restated, modified, renewed, refunded, restructured,
supplemented, replaced or refinanced in whole or in part from time to time,
including, without limitation, any amendment increasing the amount of
Indebtedness Incurred or available to be borrowed thereunder, extending the
maturity of any Indebtedness Incurred thereunder or contemplated thereby or
deleting, adding or substituting one or more parties thereto (whether or not
such added or substituted parties are banks or other institutional lenders).

                                       104
"Currency Agreement" means with respect to any Person any foreign exchange
contract, currency swap agreements, futures contract, options contract,
synthetic cap or other similar agreement or arrangement to which such Person is
a party or of which it is a beneficiary for the purpose of hedging foreign
currency risk.

"Default" means any event which is, or after notice or passage of time or both
would be, an Event of Default.

"Designated Noncash Consideration" means the Fair Market Value of non-cash
consideration received by the Company or any of its Restricted Subsidiaries in
connection with an Asset Disposition that is designated as such pursuant to an
Officers' Certificate. The aggregate Fair Market Value of the Designated Noncash
Consideration, taken together with the Fair Market Value at the time of receipt
of all other Designated Noncash Consideration then held by the Company, may not
exceed $5.0 million at the time of the receipt of the Designated Noncash
Consideration (with the Fair Market Value being measured at the time received
and without giving effect to subsequent changes in value).

"Designated Senior Indebtedness" of the Company means

    (1) the Bank Indebtedness and

    (2) any other Senior Indebtedness of the Company that, at the date of
    determination, has an aggregate principal amount outstanding of, or under
    which, at the date of determination, the holders thereof are committed to
    lend up to at least $15.0 million and is specifically designated by the
    Company in the instrument evidencing or governing such Senior Indebtedness
    as "Designated Senior Indebtedness" for purposes of the Indenture.
    "Designated Senior Indebtedness" of a Note Guarantor has a correlative
    meaning.

"Disqualified Stock" means, with respect to any Person, any Capital Stock which
by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable or exercisable) or upon the happening of any event:

    (1) matures or is mandatorily redeemable at the option of the holder
    thereof, in whole or in part, pursuant to a sinking fund obligation or
    otherwise,

    (2) is convertible or exchangeable at the option of the holder thereof, in
    whole or in part, for Indebtedness or Disqualified Stock (excluding Capital
    Stock convertible or exchangeable solely at the option of the Company or a
    Restricted Subsidiary; provided, however, that any such conversion or
    exchange shall be deemed an occurrence of Indebtedness or Disqualified
    Stock, as applicable) or

    (3) is redeemable at the option of the holder thereof, in whole or in part,
    in the case of each of clauses (1), (2) and (3), on or prior to the 91st day
    after the Stated Maturity of the Notes; provided, however, that only the
    portion of Capital Stock that so matures or is mandatorily redeemable, is so
    convertible or exchangeable or is redeemable at the option of the holder
    thereof prior to such date will be deemed Disqualified Stock and any Capital
    Stock that would not constitute Disqualified Stock but for provisions
    thereof giving holders thereof the right to require such Person to
    repurchase or redeem such Capital Stock upon the occurrence of an "asset
    sale" or "change of control" occurring prior to the 91st day after the
    Stated Maturity of the Notes shall not constitute Disqualified Stock if the
    "asset sale" or "change of control" provisions applicable to such Capital
    Stock are not more favorable to the holders of such Capital Stock than the
    provisions of the covenants described under "Change of control" and
    "--Limitation on sale of assets and subsidiary

                                       105
stock"; provided, further that any class of Capital Stock of such Person
    that, by its terms, authorized such Person to satisfy in full its
    obligations with respect to payment of dividends or upon maturity,
    redemption (pursuant to a sinking fund or otherwise) or repurchase thereof
    or other payment obligations or otherwise by delivery of Capital Stock that
    is not Disqualified Stock, and that is not convertible, puttable or
    exchangeable for Disqualified Stock or Indebtedness, shall not be deemed
    Disqualified Stock so long as such Person satisfied its obligations with
    respect thereto solely by the delivery of Capital Stock that is not
    Disqualified Stock.

"Domestic Subsidiary" means any Restricted Subsidiary of the Company other than
a Foreign Subsidiary.

"EBITDA" for any period means the Consolidated Net Income for such period, plus,
without duplication, the following to the extent deducted in calculating such
Consolidated Net Income:

    (1) income tax expense of the Company and its Consolidated Restricted
    Subsidiaries;

    (2) Consolidated Interest Expense;

    (3) depreciation expense of the Company and its Consolidated Restricted
    Subsidiaries;

    (4) amortization expense of the Company and its Consolidated Restricted
    Subsidiaries (excluding amortization expense attributable to a prepaid cash
    item that was paid in a prior period);

    (5) plant shutdown costs and acquisition integration costs; and

    (6) all other noncash charges of the Company and its Consolidated Restricted
    Subsidiaries (excluding any such noncash charge to the extent it represents
    an accrual of or reserve for cash expenditures in any future period) less
    all non-cash items of income (other than accrual of revenue in the ordinary
    course of business) of the Company and its Restricted Subsidiary in each
    case for such period.

Notwithstanding the foregoing, the provision for taxes based on the income or
profits of, and the depreciation and amortization and noncash charges of, a
Restricted Subsidiary of the Company shall be added to Consolidated Net Income
to compute EBITDA only to the extent (and in the same proportion) that the net
income of such Restricted Subsidiary was included in calculating Consolidated
Net Income and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its stockholders.

"Equity Offering" means a public or private sale for cash of Capital Stock
(other than Disqualified Stock).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fair Market Value" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length, free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair Market Value will
be determined in good faith by the Board of Directors, whose determination will
be conclusive and evidenced by a resolution of the Board of Directors; provided,
however, that for purposes of clause (a)(4)(C)(ii) of the covenant described
under "--Limitation on restricted payments," if the Fair Market Value of the
property or assets

                                       106
in question is so determined to be in excess of $20.0 million, such
determination must be confirmed by a recognized appraisal or investment banking
firm.

"Foreign Subsidiary" means any Restricted Subsidiary of the Company (x) that is
not organized under the laws of the United States of America or any State
thereof or the District of Columbia or (y) was organized under the laws of the
United States of America or any state thereof or the District of Columbia that
has no material assets other than Capital Stock of one or more foreign entities
of the type described in clause (x) above and is not a guarantor of Indebtedness
under the Credit Agreement.

"GAAP" means generally accepted accounting principles in the United States of
America as in effect (i) with respect to periodic reporting requirements, from
time to time, and (ii) otherwise on the Closing Date, including those set forth
in:

    (1) the opinions and pronouncements of the Accounting Principles Board of
    the American Institute of Certified Public Accountants,

    (2) statements and pronouncements of the Financial Accounting Standards
    Board,

    (3) such other statements by such other entities as approved by a
    significant segment of the accounting profession, and

    (4) the rules and regulations of the SEC governing the inclusion of
    financial statements (including pro forma financial statements) in periodic
    reports required to be filed pursuant to Section 13 of the Exchange Act,
    including opinions and pronouncements in staff accounting bulletins and
    similar written statements from the accounting staff of the SEC.

All ratios and computations based on GAAP contained in the Indenture shall be
computed in conformity with GAAP.

"Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness or other obligation of any
other Person and any obligation, direct or indirect, contingent or otherwise, of
such Person:

    (1) to purchase or pay (or advance or supply funds for the purchase or
    payment of) such Indebtedness or other obligation of such other Person
    (whether arising by virtue of partnership arrangements, or by agreement to
    keep-well, to purchase assets, goods, securities or services, to
    take-or-pay, or to maintain financial statement conditions or otherwise) or

    (2) entered into for purposes of assuring in any other manner the obligee of
    such Indebtedness or other obligation of the payment thereof or to protect
    such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

"Hedging Obligations" of any Person means the obligations of such Person
pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Price
Protection Agreement.

"Holder" means the Person in whose name a Note is registered on the Registrar's
books.

"Incur" means issue, assume, Guarantee, incur or otherwise become liable for;
provided, however, that any Indebtedness or Capital Stock of a Person existing
at the time such Person

                                       107
becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition
or otherwise) shall be deemed to be Incurred by such Person at the time it
becomes a Restricted Subsidiary. The term "Incurrence" when used as a noun shall
have a correlative meaning. The accretion of principal of a non-interest bearing
or other discount security and payment of interest on any Indebtedness in the
form of additional Indebtedness or the payment on Disqualified Capital Stock in
the form of additional shares of Capital Stock, shall not be deemed the
Incurrence of Indebtedness.

"Indebtedness" means, with respect to any Person on any date of determination,
without duplication:

    (1) the principal of and premium (if any) in respect of indebtedness of such
    Person for borrowed money;

    (2) the principal of and premium (if any) in respect of obligations of such
    Person evidenced by bonds, debentures, notes or other similar instruments;

    (3) the principal component of all obligations of such Person in respect of
    letters of credit or other similar instruments (including reimbursement
    obligations with respect thereto except to the extent such reimbursement
    obligation arises in the ordinary course of business and relates to a Trade
    Payable);

    (4) the principal component of all obligations of such Person to pay the
    deferred and unpaid purchase price of property or services, which purchase
    price is due more than one year after the date of placing such property in
    service or taking delivery and title thereto or the completion of such
    services other than earn-outs, indemnities and similar provisions;

    (5) all Capitalized Lease Obligations and all Attributable Debt of such
    Person;

    (6) the principal component or liquidation preference of all obligations of
    such Person with respect to the redemption, repayment or other repurchase of
    any Disqualified Stock or, with respect to any Subsidiary of such Person,
    any Preferred Stock (but excluding, in each case, any accrued dividends);

    (7) the principal component of all Indebtedness of other Persons secured by
    a Lien on any asset of the Person the Indebtedness of which is being
    determined, whether or not such Indebtedness is assumed by such Person;
    provided, however, that the amount of Indebtedness of such Person shall be
    the lesser of:

       (A) the Fair Market Value of such asset at such date of determination and

       (B) the amount of such Indebtedness of such other Persons;

    (8) to the extent not otherwise included in this definition, net obligations
    of such Person under Hedging Obligations of such Person (the amount of any
    such obligations to be equal at any time to the termination value of such
    agreement or arrangement giving rise to such obligations that would be
    payable by such Person at such time);

    (9) all amounts outstanding and other obligations of such Person in respect
    of a Receivables Facility; and

    (10) all obligations of the type referred to in clauses (1) through (9) of
    other Persons and all dividends of other Persons for the payment of which,
    in either case, such Person is responsible or liable, directly or
    indirectly, as obligor, guarantor or otherwise, including by means of any
    Guarantee.

                                       108
The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date.

Notwithstanding anything in this definition to the contrary, characterization of
any Receivables Facility as Indebtedness is for purposes of the Indenture
covenants only, and such characterization shall not preclude the Company or any
Restricted Subsidiary from characterizing any Receivables Facility as a sale for
GAAP or any other purpose.

"Interest Rate Agreement" means with respect to any Person any interest rate
protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement to which such Person is party or of which it is a beneficiary.

"Investment" in any Person means any direct or indirect advance, loan (other
than advances and extensions of credit to customers in the ordinary course of
business that are recorded as accounts receivable on the balance sheet of the
lender) or other extension of credit (including by way of Guarantee or similar
arrangement) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account
or use of others), or any purchase or acquisition of Capital Stock, Indebtedness
or other similar instruments issued by such Person; provided that none of the
following will be deemed to be an Investment:

    (1) Hedging Obligations entered into in compliance with clause (b)(4) of
    "Certain covenants--Limitation on indebtedness"; and

    (2) endorsements of negotiable instruments and documents in the ordinary
    course of business.

For purposes of the definition of "Unrestricted Subsidiary" and the covenant
described under "--Limitation on restricted payments":

    (1) "Investment" shall include the portion (proportionate to the Company's
    equity interest in such Restricted Subsidiary) of the Fair Market Value of
    the net assets of any Restricted Subsidiary of the Company at the time that
    such Subsidiary is designated an Unrestricted Subsidiary; provided, however,
    that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the
    Company shall be deemed to continue to have a permanent "Investment" in an
    Unrestricted Subsidiary in an amount (if positive) equal to:

       (A) the Company's "Investment" in such Subsidiary at the time of such
       redesignation less

       (B) the portion (proportionate to the Company's equity interest in such
       Subsidiary) of the Fair Market Value of the net assets of such Subsidiary
       at the time of such redesignation; and

    (2) any property transferred to or from an Unrestricted Subsidiary shall be
    valued at its Fair Market Value at the time of such transfer.

"Landis Acquisition" means that transaction defined in the "Landis Acquisition"
section of the Prospectus.

                                       109
"Legal Holiday" means a Saturday, Sunday or other day on which banking
institutions are not required by law or regulation to be open in the State of
New York.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien
(statutory or otherwise) or charge of any kind (including any conditional sale
or other title retention agreement or lease in the nature thereof and any
agreement to give any security interest) upon or with respect to any property of
any kind, real or personal, movable or immovable.

"Net Available Cash" from an Asset Disposition means payments of cash or Cash
Equivalents received (including any payments of cash or Cash Equivalents
received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise and proceeds from the sale or other
disposition of any securities received as consideration, but in each case only
as and when received, but excluding any other consideration received in the form
of assumption by the acquiring Person of Indebtedness or other obligations
relating to the properties or assets that are the subject of such Asset
Disposition or received in any other noncash form) therefrom, in each case net
of:

    (1) all legal, accounting, investment banking, title and recording tax
    expenses, commissions and other fees and expenses incurred, and all federal,
    state, provincial, foreign and local taxes required to be paid or accrued as
    a liability under GAAP, as a consequence of such Asset Disposition,

    (2) all payments made on any Indebtedness which is secured by any assets
    subject to such Asset Disposition, in accordance with the terms of any Lien
    upon or other security agreement of any kind with respect to such assets, or
    which must by its terms, or in order to obtain a necessary consent to such
    Asset Disposition, or by applicable law be repaid out of the proceeds from
    such Asset Disposition,

    (3) all distributions and other payments required to be made to minority
    interest holders in Subsidiaries or joint ventures as a result of such Asset
    Disposition and

    (4) appropriate amounts to be provided by the seller as a reserve, in
    accordance with GAAP, against any liabilities associated with the property
    or other assets disposed of in such Asset Disposition and retained by the
    Company or any Restricted Subsidiary after such Asset Disposition.

"Net Cash Proceeds," with respect to any issuance or sale of Capital Stock,
means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, listing fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

"Note Guarantee" means each Guarantee of the obligations with respect to the
Notes issued by a Person pursuant to the terms of the Indenture.

"Note Guarantor" means any Person that has issued a Note Guarantee.

"Offering Memorandum" means the offering memorandum relating to the issuance of
the Notes dated July 17, 2002.

"Officer" means the Chairman of the Board, the Chief Executive Officer, the
Chief Financial Officer, the President, any Vice President, the Treasurer or the
Secretary of the Company. "Officer" of a Note Guarantor has a correlative
meaning.

"Officers' Certificate" means a certificate signed by two Officers.

                                       110
"Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company, a Note Guarantor or the Trustee.

"Permitted Holders" means Principals and Related Parties and any Person acting
in the capacity of an underwriter in connection with a public or private
offering of the Company's or Holding's Capital Stock.

"Permitted Investment" means an Investment by the Company or any Restricted
Subsidiary in:

    (1) the Company, a Restricted Subsidiary or a Person that will, upon the
    making of such Investment, become a Restricted Subsidiary;

    (2) another Person if as a result of such Investment such other Person is
    merged or consolidated with or into, or transfers or conveys all or
    substantially all its assets to, the Company or a Restricted Subsidiary;

    (3) Temporary Cash Investments;

    (4) receivables owing to the Company or any Restricted Subsidiary if created
    or acquired in the ordinary course of business;

    (5) payroll, travel, commission and similar advances to cover matters that
    are expected at the time of such advances ultimately to be treated as
    expenses for accounting purposes and that are made in the ordinary course of
    business;

    (6) loans or advances to employees, directors and consultants not exceeding
    $2.0 million in the aggregate outstanding at any one time;

    (7) loans, deposits, prepayments and other credits or advances to customers
    or suppliers in the ordinary course of business;

    (8) stock, obligations or securities received in settlement or good faith
    compromise of debts created in the ordinary course of business and owing to
    the Company or any Restricted Subsidiary or in satisfaction of judgments
    including pursuant to any plan of reorganization or similar arrangement upon
    the bankruptcy or insolvency of a debtor;

    (9) any Person to the extent such Investment represents the noncash portion
    of the consideration received for an Asset Disposition that was made
    pursuant to and in compliance with the covenant described under
    "--Limitation on sales of assets and subsidiary stock";

    (10) Investments in prepaid expenses, negotiable instruments held for
    collection and lease utility and worker's compensation, performance and
    other similar deposits provided to third parties in the ordinary course of
    business;

    (11) Currency Agreements, Interest Rate Agreements and Commodity Price
    Protection Agreements and other Hedging Obligations permitted by the
    Indenture that are entered into in the ordinary course of business and not
    for speculative purposes;

    (12) Investments acquired in exchange for the issuance of Capital Stock
    (other than Disqualified Stock) of the Company or acquired with the Net Cash
    Proceeds received by the Company after the date of the Indenture from the
    issuance and sale of Capital Stock (other than Disqualified Stock); provided
    that such Net Cash Proceeds are used to make such Investment within 90 days
    of the receipt thereof and the amount of all such Net Cash

                                       111
Proceeds will be excluded from clause (4)(C)(ii) of paragraph (a) of the
    covenant described under the caption "--Limitation on restricted payments";

    (13) Investments in existence on the date of the Indenture or made pursuant
    to a legally binding written commitment in existence on the date of the
    Indenture;

    (14) Guarantees issued in accordance with "Certain covenants--Limitation on
    indebtedness";

    (15) Investments in a trust, limited liability company, special purpose
    entity or other similar entity in connection with a Receivables Facility
    permitted under the covenant "--Limitation on indebtedness"; provided that
    such Investment is necessary or advisable to effect such Receivables
    Facility;

    (16) Investments in joint ventures or similar projects by the Company and
    its Restricted Subsidiaries on the date of the investment in an aggregate
    amount not to exceed $20.0 million;

    (17) loans or advances to employees, directors or consultants the proceeds
    of which are used to purchase Capital Stock (other than Disqualified Stock)
    of the Company or Holding (and, with respect to purchases of the Capital
    Stock of Holding, the proceeds of which are paid or contributed to the
    Company); and

    (18) Indebtedness of the Company or a Restricted Subsidiary under clause
    (b)(2) of the covenant "--Limitation on indebtedness."

For purposes of this definition, the value of any Investment will be the Fair
Market Value on the date made without any subsequent changes for any increases
or decreases in the Fair Market Value of such Investment.

"Permitted Junior Securities" means:

    (1) Equity Interests in the Company or any Guarantor; or

    (2) debt securities that are subordinated to all Senior Indebtedness and any
    debt securities issued in exchange for Senior Indebtedness to substantially
    the same extent as, or to a greater extent than, the Notes and the Note
    Guarantees are subordinated to Senior Indebtedness under the terms of the
    Indenture.

"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity.

"Preferred Stock," as applied to the Capital Stock of any Person, means Capital
Stock of any class or classes (however designated) that is preferred as to the
payment of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Person, over shares of Capital
Stock of any other class of such Person.

"principal" of a Note means the principal of the Note plus the premium, if any,
payable on the Note which is due or overdue or is to become due at the relevant
time.

"Principals" means each of 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., GS Capital Partners 2000 Employee
Fund, L.P., Stone Street Fund 2000 L.P., J.P. Morgan Partners Global Investors,
L.P., J.P. Morgan Partners Global Investors (Cayman), L.P.,

                                       112
J.P. Morgan Partners Global Investors A, L.P., J.P. Morgan Partners Global
Investors (Cayman) II, L.P. and J.P. Morgan Partners (BHCA), L.P.

"Purchase Money Indebtedness" means Indebtedness:

    (1) consisting of the deferred purchase price of an asset (or Capital Stock
    of a corporation substantially all the assets of which consist of such
    asset), conditional sale obligations, obligations under any title retention
    agreement and other purchase money obligations (including obligations to a
    third party to finance the amount being paid to the seller), in each case
    where the maturity of such Indebtedness does not exceed the anticipated
    useful life of the asset being financed, and

    (2) Incurred to finance the acquisition by the Company or a Restricted
    Subsidiary of such asset (or such Capital Stock), including additions and
    improvements;

provided, however, that such Indebtedness is Incurred within 180 days after the
acquisition by the Company or such Restricted Subsidiary of such asset (or such
Capital Stock).

"Receivables Facility" means one or more receivables financing facilities, as
amended from time to time, pursuant to which the Company and/or any of its
Restricted Subsidiaries, directly or indirectly through another Subsidiary,
sells or otherwise transfers rights in its accounts receivable pursuant to
arrangements customary in the industry.

"Refinance" means, in respect of any Indebtedness, to refinance, extend, renew,
refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness
in exchange or replacement for, such Indebtedness. "Refinanced" and
"Refinancing" shall have correlative meanings. "Refinancing Indebtedness" means
Indebtedness that is Incurred to refund, refinance, replace, renew, repay or
extend (including pursuant to any defeasance or discharge mechanism) (or the net
proceeds of which are used to do any of the foregoing) any Indebtedness of the
Company or any Restricted Subsidiary existing on the Closing Date or Incurred in
compliance with the Indenture (including Indebtedness of the Company that
Refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any
Restricted Subsidiary that Refinances Indebtedness of another Restricted
Subsidiary, including Indebtedness that Refinances Refinancing Indebtedness);
provided, however, that:

    (1) the Refinancing Indebtedness has a Stated Maturity no earlier than the
    Stated Maturity of the Indebtedness being Refinanced,

    (2) the Refinancing Indebtedness has an Average Life at the time such
    Refinancing Indebtedness is Incurred that is equal to or greater than the
    Average Life of the Indebtedness being Refinanced,

    (3) such Refinancing Indebtedness is Incurred in an aggregate principal
    amount (or if issued with original issue discount, an aggregate issue price)
    that is equal to or less than the aggregate principal amount (or if issued
    with original issue discount, the aggregate accreted value) then outstanding
    of the Indebtedness being Refinanced (plus all accrued interest on the
    Indebtedness and the amount of all expenses and premiums Incurred in
    connection therewith) and

    (4) if the Indebtedness being Refinanced is subordinated in right of payment
    to the Notes, such Refinancing Indebtedness is subordinated in right of
    payment to the Notes at least to the same extent as the Indebtedness being
    Refinanced;

                                       113
provided further, however, that Refinancing Indebtedness shall not include:

    (A) Indebtedness of a Restricted Subsidiary that is not a Note Guarantor
    that Refinances Indebtedness of the Company or

    (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances
    Indebtedness of an Unrestricted Subsidiary.

"Related Party" means,

    (1) any controlling stockholder or 80% (or more) owned Subsidiary of any
    Principal; or

    (2) any trust, corporation, partnership or other entity, the beneficiaries,
    stockholders, partners, owners or Persons beneficially holding an 80% or
    more controlling interest of which consist of any one or more Principals
    and/or such other Persons referred to in the immediately preceding clause
    (1).

"Representative" means the trustee, agent or representative (if any) for an
issue of Senior Indebtedness.

"Restricted Subsidiary" means any Subsidiary of the Company other than an
Unrestricted Subsidiary.

"Sale/Leaseback Transaction" means an arrangement relating to property now owned
or hereafter acquired by the Company or a Restricted Subsidiary whereby the
Company or a Restricted Subsidiary transfers such property to a Person and the
Company or such Restricted Subsidiary leases it from such Person, other than
leases between the Company and a Wholly Owned Subsidiary or between Wholly Owned
Subsidiaries.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Secured Indebtedness" means any Indebtedness of the Company or any Subsidiary
secured by a Lien. "Secured Indebtedness" of a Note Guarantor has a correlative
meaning.

"Senior Subordinated Indebtedness" of the Company means the Notes and any other
Indebtedness of the Company that specifically provides that such Indebtedness is
to rank equally with the Notes in right of payment and is not subordinated by
its terms in right of payment to any Indebtedness or other obligation of the
Company which is not Senior Indebtedness. "Senior Subordinated Indebtedness" of
a Note Guarantor has a correlative meaning.

"Significant Subsidiary" means any Restricted Subsidiary that would be a
"Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC in effect on the date of the Indenture.

"Stated Maturity" means, with respect to any security, the date specified in
such security as the fixed date on which the final payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred).

"Stockholders' Agreement" means the stockholders' agreement entered into in
connection with the Acquisition.

                                       114
"Subordinated Obligation" means any Indebtedness of the Company (whether
outstanding on the Closing Date or thereafter Incurred) that is subordinate or
junior in right of payment to the Notes pursuant to a written agreement.
"Subordinated Obligation" of a Note Guarantor has a correlative meaning.

"Subsidiary" of any Person means any corporation, association, partnership or
other business entity of which more than 50% of the total voting power of shares
of Capital Stock or other interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by:

    (1) such Person,

    (2) such Person and one or more Subsidiaries of such Person or

    (3) one or more Subsidiaries of such Person.

"Tax Sharing Agreement" means the Amended and Restated Tax Sharing Agreement,
made as of March 15, 2001, by and among Holding and its Subsidiaries.

"Temporary Cash Investments" means any of the following:

    (1) United States dollars or eurodollars or any investment in direct
    obligations of the United States of America or any agency thereof or
    obligations Guaranteed or insured by the United States of America or any
    agency or instrumentality thereof,

    (2) investments in time deposit accounts, certificates of deposit and
    eurodollar time deposits, banker acceptances and money market deposits (or
    in the case of Foreign Subsidiaries, the foreign equivalent) maturing within
    270 days of the date of acquisition thereof issued by a bank or trust
    company that is organized under the laws of the United States of America,
    any state thereof or any foreign country recognized by the United States of
    America having capital, surplus and undivided profits aggregating in excess
    of $250,000,000 (or the foreign currency equivalent thereof) and whose
    long-term debt is rated "A" (or such similar equivalent rating) or higher by
    at least one nationally recognized statistical rating organization (as
    defined in Rule 436 under the Securities Act),

    (3) repurchase obligations with a term of not more than 30 days for
    underlying securities of the types described in clause (1) or (2) above
    entered into with a bank meeting the qualifications described in clause (2)
    above,

    (4) investments in commercial paper, maturing not more than 270 days after
    the date of acquisition, issued by a corporation (other than an Affiliate of
    the Company) organized and in existence under the laws of the United States
    of America or any foreign country recognized by the United States of America
    with a rating at the time as of which any investment therein is made of
    "P-1" (or higher) according to Moody's or "A-1" (or higher) according to
    S&P,

    (5) investments in securities with maturities of 270 days or less from the
    date of acquisition issued or fully guaranteed by any state, commonwealth or
    territory of the United States of America, or by any political subdivision
    or taxing authority thereof, and rated at least "A" by S&P or "A" by
    Moody's,

    (6) money market funds at least 95% of the assets of which constitute
    Temporary Cash Investments of the kinds described in clauses (1) through (5)
    of this definition and

                                       115
(7) solely in respect of the ordinary course cash management activities of
    the Foreign Subsidiaries, equivalents of the investments described in clause
    (1) above to the extent guaranteed by the United Kingdom, the European Union
    or the country in which the Foreign Subsidiary operates and equivalents of
    the investments described in clause (2) above issued, accepted or offered by
    (a) the local office of any commercial bank meeting the requirements of
    clause (4) above in the jurisdiction of organization of the applicable
    Foreign Subsidiary or (b) the local office of any commercial bank organized
    under the laws of the jurisdiction of organization of the applicable Foreign
    Subsidiary which commercial bank (1) has combined capital and surplus and
    undivided profits of not less than $250.0 million, (2) a long-term rating
    for Dollar-denominated obligations of at least "A-1" from S&P or the
    equivalent rating from Moody's or (3) is organized in the country in which
    the Foreign Subsidiary operates.

"TIA" means the Trust Indenture Act of 1939 (15 U.S.C. sec.sec. 77aaa-77bbbb) as
in effect on the Closing Date.

"Trade Payables" means, with respect to any Person, any accounts payable or any
indebtedness or monetary obligation to trade creditors created, assumed or
Guaranteed by such Person arising in the ordinary course of business in
connection with the acquisition of goods or services.

"Transactions" has the meaning set forth in the "Summary" section of the
Prospectus.

"Trustee" means the party named as such in the Indenture until a successor
replaces it and, thereafter, means the successor.

"Trust Officer" means the Chairman of the Board, the President or any other
officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

"Unrestricted Subsidiary" means:

    (1) any Subsidiary of the Company that at the time of determination shall be
    designated an Unrestricted Subsidiary by the Board of Directors in the
    manner provided below and

    (2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary of the Company or Person becoming
a Subsidiary through merger or consolidation or Investment therein) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of, or owns or holds any Lien on any property
of, the Company or any other Subsidiary of the Company that is not a Subsidiary
of the Subsidiary to be so designated; provided, however, that either:

       (A) the Subsidiary to be so designated has total Consolidated assets of
       $1,000 or less or

       (B) if such Subsidiary has Consolidated assets greater than $1,000, then
       such designation would be permitted under the covenant entitled
       "--Limitation on restricted payments."

The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that immediately after giving effect
to such designation:

    (x) the Company could Incur $1.00 of additional Indebtedness under paragraph
    (a) of the covenant described under "--Limitation on indebtedness" and

    (y) no Default shall have occurred and be continuing.

                                       116
Any such designation of a Subsidiary as a Restricted Subsidiary or Unrestricted
Subsidiary by the Board of Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution of the Board of
Directors giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

"United States Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.

"Voting Stock" of a Person means all classes of Capital Stock or other interests
(including partnership interests) of such Person then outstanding and normally
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof.

"Wholly Owned Subsidiary" means a Restricted Subsidiary of the Company all the
Capital Stock of which (other than directors' qualifying shares) is owned by the
Company or another Wholly Owned Subsidiary.

                                       117
CERTAIN MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS

The following summary describes certain material United States federal income
tax consequences and, in the case of a holder that is a non-United States holder
(as defined below), certain material United States federal estate tax
consequences, of purchasing, owning and disposing of the notes.

This summary deals only with notes held as capital assets (generally, investment
property) and does not deal with special tax situations such as:

       - dealers in securities or currencies;

       - traders in securities;

       - United States holders (as defined below) whose functional currency is
       not the United States dollar;

       - persons holding notes as part of a hedge, straddle, conversion or other
       integrated transaction;

       - certain United States expatriates;

       - financial institutions;

       - insurance companies; and

       - entities that are tax-exempt for United States federal income tax
       purposes.

This summary does not discuss all of the aspects of United States federal income
and estate taxation that may be relevant to you in light of your particular
investment or other circumstances. In addition, this summary does not discuss
any United States state, local or foreign income tax consequences or any
non-income tax consequences. This summary is based on United States federal
income tax law, including the provisions of the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"), Treasury regulations, administrative
rulings and judicial authority, all as in effect as of the date of this
prospectus. Subsequent developments in United States federal tax law, including
changes in law or differing interpretations, which may be applied retroactively,
could have a material effect on the United States federal tax consequences of
purchasing, owning and disposing of notes as set forth in this summary. YOU
SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING THE PARTICULAR UNITED STATES
FEDERAL, STATE AND LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF
ACQUIRING, OWNING AND DISPOSING OF NOTES THAT MAY BE APPLICABLE TO YOU.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR UNITED STATES HOLDERS

The following summary applies to you only if you are a United States holder (as
defined below).

DEFINITION OF A UNITED STATES HOLDER

A "United States holder" is a beneficial owner of a note or notes who or which
is for United States federal income tax purposes:

       - an individual citizen or resident of the United States;

       - a corporation (or other entity classified as a corporation for these
       purposes) or a partnership (or other entity classified as a partnership
       for these purposes) created or organized in or under the laws of the
       United States or of any political subdivision of the United States,
       including any State;

                                       118
- an estate, the income of which is subject to United States federal
       income taxation regardless of the source of that income; or

       - a trust if (1) a United States court is able to exercise primary
       supervision over the trust's administration and one or more United States
       persons (within the meaning of the Internal Revenue Code) has the
       authority to control all of the trust's substantial decisions or (2) the
       trust has a valid election in effect under applicable Treasury
       regulations to be treated as a United States person.

If a partnership or other entity treated as a partnership for United States
federal income tax purposes holds a note or notes, the tax treatment of a
partner will generally depend on the status of the partner and the activities of
the partnership. If you are a partner of a partnership holding a note or notes,
we suggest that you consult your tax advisor.

PAYMENTS OF STATED INTEREST

Payments of stated interest on your notes will be taxed as ordinary interest
income. In addition:

       - if you use the cash method of accounting for United States federal
       income tax purposes, you will have to include the stated interest on your
       notes in your gross income at the time you receive the interest; and

       - if you use the accrual method of accounting for United States federal
       income tax purposes, you will have to include the stated interest on your
       notes in your gross income at the time the interest accrues.

MARKET DISCOUNT AND BOND PREMIUM

If you purchase a note at a price that is less than its principal amount, the
excess of the principal amount over your purchase price will be treated as
"market discount." However, the market discount will be considered to be zero if
it is less than 1/4 of 1% of the principal amount multiplied by the number of
complete years to maturity from the date you purchased the note.

Under the market discount rules of the Internal Revenue Code, you generally will
be required to treat any principal payment on, or any gain realized on the sale,
exchange, retirement or other disposition of, a note as ordinary income
(generally treated as interest income) to the extent of the market discount
which accrued but was not previously included in income. In addition, you may be
required to defer, until the maturity of the note or its earlier disposition in
a taxable transaction, the deduction of all or a portion of your interest
expense on any indebtedness incurred or continued to purchase or carry the note.
In general, market discount will be considered to accrue ratably during the
period from the date of the purchase of the note to the maturity date of the
note, unless you make an irrevocable election (on an instrument-by-instrument
basis) to accrue market discount under a constant yield method. You may elect to
include market discount in income currently as it accrues (under either a
ratable or constant yield method), in which case the rules described above
regarding the treatment as ordinary income of gain upon the disposition of the
note and upon the receipt of certain payments and the deferral of interest
deductions will not apply. The election to include market discount in income
currently, once made, applies to all market discount obligations acquired on or
after the first day of the first taxable year to which the election applies, and
may not be revoked without the consent of the Internal Revenue Service.

If you purchase a note for an amount in excess of the amount payable at maturity
of the note, you will be considered to have purchased the note with "bond
premium" equal to the excess

                                       119
of your purchase price over the amount payable at maturity (or on an earlier
call date if it results in a smaller amortizable bond premium). You may elect to
amortize the premium using a constant yield method over the remaining term of
the note (or until an earlier call date, as applicable). The amortized amount of
the premium for a taxable year generally will be treated first as a reduction of
interest on the note included in such taxable year to the extent thereof, then
as a deduction allowed in that taxable year to the extent of your prior interest
inclusions on the note, and finally as a carryforward allowable against your
future interest inclusions on the note. The election, once made, is irrevocable
without the consent of the Internal Revenue Service and applies to all taxable
bonds held during the taxable year for which the election is made or
subsequently acquired.

CONSTANT YIELD ELECTION

As an alternative to the above-described rules for including interest payments
and market discount in income and amortizing bond premium, you may elect to
include in gross income all interest that accrues on a note, including stated
interest, market discount (including de minimis market discount) and adjustments
for bond premium, on the constant yield method. If such an election were made,
you would be deemed to have made an election to amortize bond premium, which as
discussed above applies to all debt instruments held or subsequently acquired by
you. Particularly for United States holders who are on the cash method of
accounting, a constant yield election may have the effect of causing you to
include interest in income earlier than would be the case if no such election
were made, and the election may not be revoked without the consent of the
Internal Revenue Service. You should consult your own tax advisor before making
this election.

SALE OR OTHER DISPOSITION OF THE NOTES

Upon the sale, exchange, retirement, redemption or other disposition of a note,
you generally will recognize taxable gain or loss in an amount equal to the
difference, if any, between the amount realized on the disposition and your
adjusted tax basis in the note. Your adjusted tax basis in a note will generally
equal the cost of the note, increased by the amount of any market discount
previously included in your gross income, and reduced by the amount of any
amortizable bond premium applied to reduce, or allowed as a deduction against,
interest with respect to your note.

Your gain or loss generally will be capital gain or loss (except with respect to
any amount received that is attributable to accrued but unpaid interest, which
will be taxable in the manner described above under "--United States federal
income tax considerations for United States holders--Payments of stated
interest" and except with respect to accrued market discount that has not
previously been included in income, as discussed above under "--United States
federal income tax considerations for United States holders--Market discount and
bond premium"). Such capital gain or loss will be long-term capital gain or loss
if the note has been held for more than one year at the time of the disposition.

Subject to limited exceptions, your capital losses cannot be used to offset your
ordinary income. If you are a non-corporate United States holder, your long-term
capital gain generally will be subject to a maximum tax rate of 15%, scheduled
to increase to 20% for dispositions occurring in taxable years that begin on or
after January 1, 2009.

                                       120
BACKUP WITHHOLDING AND INFORMATION REPORTING

In general, backup withholding currently at a rate of 28%, scheduled to increase
to 31% for taxable years beginning on or after January 1, 2011, may apply:

       - to any payments made to you of principal of and interest on your note,
       and

       - to payment of the proceeds of a sale or other disposition of your note,

if you are a non-corporate United States holder and fail to provide a correct
taxpayer identification number or otherwise comply with applicable requirements
of the backup withholding rules. Information reporting may also apply to
payments made with respect to your note.

Backup withholding is not an additional tax and may be credited against your
United States federal income tax liability, provided that correct information is
provided to the Internal Revenue Service.

UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS FOR NON-UNITED STATES
HOLDERS

The following summary applies to you if you are a beneficial owner of a note who
or which is not a resident alien and not otherwise a United States holder (a
"non-United States holder"). Resident aliens are subject to United States
federal income tax as if they were United States citizens. An individual may,
subject to exceptions, be deemed to be a resident alien, as opposed to a
non-resident alien, by among other ways being present in the United States:

       - for at least 31 days in the calendar year, and

       - for an aggregate of at least 183 days during a three-year period ending
       in the current calendar year, counting for such purposes all of the days
       present in the current year, one-third of the days present in the
       immediately preceding year, and one-sixth of the days present in the
       second preceding year.

UNITED STATES FEDERAL WITHHOLDING TAX

If you are a non-United States holder, under current United States federal
income tax laws, and subject to the discussion below, United States federal
withholding tax will not apply to payments by us or our paying agent (in its
capacity as such) of principal of your notes, and will not apply to payments of
interest on your notes, under the "portfolio interest" exception of the Internal
Revenue Code, provided that you comply with the following requirements:

       - you do not, directly or indirectly, actually or constructively, own 10%
       or more of the total combined voting power of all classes of our stock
       entitled to vote within the meaning of section 871(h)(3) of the Internal
       Revenue Code and the Treasury regulations thereunder;

       - you are not a controlled foreign corporation for United States federal
       income tax purposes that is related, directly or indirectly, to us
       through sufficient stock ownership (as provided in the Internal Revenue
       Code);

       - you are not a bank receiving interest described in section 881(c)(3)(A)
       of the Internal Revenue Code;

       - such interest is not effectively connected with your conduct of a
       United States trade or business; and

                                       121
- you provide a properly completed Internal Revenue Service Form W-8BEN,
       signed under penalties of perjury, which can reliably be related to you,
       certifying that you are not a United States person within the meaning of
       the Internal Revenue Code and providing your name and address to:

          (A) us or our paying agent; or

          (B) a securities clearing organization, bank or other financial
          institution that holds customers' securities in the ordinary course of
          its trade or business and holds your notes on your behalf and that
          certifies to us or our paying agent under penalties of perjury that
          it, or the bank or financial institution between it and you, has
          received from you your Form W-8BEN and provides us or our paying agent
          with a copy of this statement.

Certain Treasury regulations provide alternative methods for satisfying the
certification requirement described in this section. In addition, under these
Treasury regulations:

       - if you are a foreign partnership, the certification requirement will
       generally apply to partners in you, and you will be required to provide
       certain information;

       - if you are a foreign trust, the certification requirement will
       generally be applied to you or your beneficial owners depending on
       whether you are a "foreign complex trust," "foreign simple trust," or
       "foreign grantor trust" as defined in the Treasury regulations; and

       - look-through rules will apply for tiered partnerships, foreign simple
       trusts and foreign grantor trusts.

If you are a foreign partnership or a foreign trust, you should consult your own
tax advisor regarding your status under these Treasury regulations and the
certification requirements applicable to you.

If you do not satisfy the requirements described above, payments of interest
made to you will be subject to the 30% United States federal withholding tax,
unless you provide us with a properly executed (1) Internal Revenue Service Form
W-8BEN claiming an exemption from or reduction in withholding under the benefit
of an applicable tax treaty or (2) Internal Revenue Service Form W-8ECI stating
that the interest paid on an exchange note is not subject to withholding tax
because it is effectively connected with your conduct of a trade or business in
the United States.

UNITED STATES FEDERAL INCOME TAX

Except for the possible application of United States withholding tax (see
"United States federal withholding tax" above) and backup withholding tax (see
"Backup withholding and information reporting" below), you generally will not
have to pay United States federal income tax on payments of principal of and
interest on your notes, or on any gain or income realized from the sale,
redemption, retirement at maturity or other disposition of your notes (provided
that, in the case of proceeds representing accrued interest, the conditions
described in "United States federal withholding tax" are met) unless:

       - in the case of gain, you are an individual who is present in the United
       States for 183 days or more during the taxable year of the sale or other
       disposition of your notes, and specific other conditions are met; or

                                       122
- the interest, gain or other income is effectively connected with your
       conduct of a United States trade or business, and, if an income tax
       treaty applies, is generally attributable to a United States "permanent
       establishment" maintained by you.

If you are engaged in a trade or business in the United States and interest,
gain or any other income in respect of your notes is effectively connected with
the conduct of your trade or business, and, if an income tax treaty applies, you
maintain a United States "permanent establishment" to which the interest, gain
or other income is generally attributable, you generally will be subject to
United States income tax on a net basis on the interest, gain or income in the
same manner as if you were a United States holder (although interest is exempt
from the withholding tax discussed in the preceding paragraphs provided that you
provide a properly executed applicable Internal Revenue Service Form W-8ECI on
or before any payment date to claim the exemption).

In addition, if you are a foreign corporation, you may be subject to a branch
profits tax equal to 30% of your effectively connected earnings and profits for
the taxable year, as adjusted for certain items, unless a lower rate applies to
you under a United States income tax treaty with your country of residence. For
this purpose, you must include interest, gain or income on your notes in the
earnings and profits subject to the branch profits tax if these amounts are
effectively connected with the conduct of your United States trade or business.

UNITED STATES FEDERAL ESTATE TAX

If you are an individual and are not a United States citizen or a resident of
the United States (as specially defined for United States federal estate tax
purposes) at the time of your death, your notes will generally not be subject to
the United States federal estate tax, unless, at the time of your death:

       - you directly or indirectly, actually or constructively, own 10% or more
       of the total combined voting power of all classes of our stock entitled
       to vote within the meaning of section 871(h)(3) of the Internal Revenue
       Code and the Treasury regulations thereunder; or

       - your interest on the notes is effectively connected with your conduct
       of a United States trade or business.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Under current Treasury regulations, backup withholding and information reporting
will not apply to payments made by us or our paying agent (in its capacity as
such) to you if you have provided the required certification that you are a
non-United States holder as described in "--United States federal withholding
tax" above, and provided that neither we nor our paying agent has actual
knowledge that you are a United States holder (as described in "--Definition of
a United States holder" above). We or our paying agent may, however, report
payments of interest on the notes that are made to you.

The gross proceeds from the disposition of your notes may be subject to
information reporting and backup withholding tax at a rate that is currently
28%, scheduled to increase to 31% for taxable years beginning on or after
January 1, 2011. If you sell your notes outside the United States through a
non-United States office of a broker and the sales proceeds are paid to you
outside the United States, then the United States backup withholding and
information reporting requirements generally (except as provided in the
following sentence) will not apply to that payment. However, United States
information reporting, but not backup withholding,

                                       123
will apply to a payment of sales proceeds, even if that payment is made outside
the United States, if you sell your notes through a non-United States office of
a broker that:

       - is a United States person (as defined in the Internal Revenue Code);

       - derives 50% or more of its gross income in specific periods from the
       conduct of a trade or business in the United States;

       - is a "controlled foreign corporation" for United States federal income
       tax purposes; or

       - is a foreign partnership, if at any time during its tax year:

         - one or more of its partners are United States persons who in the
         aggregate hold more than 50% of the income or capital interests in the
         partnership; or

         - the foreign partnership is engaged in a United States trade or
         business,

unless the broker has documentary evidence in its files that you are a
non-United States person and certain other conditions are met or you otherwise
establish an exemption. If you receive payments of the proceeds of a sale of
your notes to or through a United States office of a broker, the payments are
subject to both United States backup withholding and information reporting
unless you provide a Form W-8BEN certifying that you are a non-United States
person or you otherwise establish an exemption.

You should consult your own tax advisor regarding application of backup
withholding in your particular circumstances and the availability of and
procedure for obtaining an exemption from backup withholding under current
Treasury regulations. Any amounts withheld under the backup withholding rules
from a payment to you will be allowed as a refund or credit against your United
States federal income tax liability, provided the required information is
furnished to the Internal Revenue Service.

                                       124
ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the
purchase or holding of the notes, by employee benefit plans that are subject to
Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended
("ERISA"), individual retirement accounts and other arrangements that are
subject to Section 4975 of the Internal Revenue Code or provisions under any
federal, state, local, non-U.S. or other laws or regulations that are similar to
such provisions of the Internal Revenue Code or ERISA, and entities whose
underlying assets are considered to include "plan assets" of such plans,
accounts and arrangements.

GENERAL FIDUCIARY MATTERS

ERISA and the Code impose certain duties on persons who are fiduciaries of a
plan subject to Title I of ERISA or Section 4975 of the Internal Revenue Code
and prohibit certain transactions involving the assets of a plan and its
fiduciaries or other interested parties. Under ERISA and the Code, any person
who exercises any discretionary authority or control over the administration of
such a plan or the management or disposition of the assets of such a plan, or
who renders investment advice to such a plan for a fee or other compensation,
may be considered to be a fiduciary of the plan.

When considering investing a portion of the assets of any plan in the notes, a
fiduciary should determine whether the investment is in accordance with the
documents and instruments governing the plan and the applicable provisions of
ERISA, the Internal Revenue Code or any similar law relating to a fiduciary's
duties to the plan including, without limitation, the prudence, diversification,
delegation of control and prohibited transaction provisions of ERISA, the
Internal Revenue Code and any other applicable similar laws. The prudence of a
particular investment should be determined by the responsible fiduciary of a
plan by taking into account the plan's particular circumstances and all of the
facts and circumstances of an investment in a note including, but not limited
to, particular risks associated with the investment and the fact that in the
future there may be no market in which such fiduciary will be able to sell or
otherwise dispose of any notes it may purchase.

Any insurance company proposing to invest assets of its general account in the
notes should consider the extent to which such investment would be subject to
the requirements of ERISA in light of the U.S. Supreme Court's decision in John
Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank and under any
subsequent legislation or other guidance that has or may become available
relating to that decision, including Section 401(c) of ERISA and any regulations
thereunder published by the U.S. Department of Labor.

PROHIBITED TRANSACTION ISSUES

Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit
plans subject to Title I of ERISA or Section 4975 of the Internal Revenue Code
from engaging in specified transactions involving plan assets with persons or
entities who are "parties in interest" within the meaning of ERISA, or
"disqualified persons," within the meaning of Section 4975 of the Internal
Revenue Code, unless an exemption is available. A party in interest or
disqualified person who engages in a non-exempt prohibited transaction may be
subject to excise taxes and other penalties and liabilities under ERISA and the
Internal Revenue Code and, in many circumstances, the transaction must be
unwound. In addition, the fiduciary of the plan that engages in such a
non-exempt prohibited transaction may be subject to penalties and liabilities
under ERISA and the Internal Revenue Code. The acquisition and/or holding of
notes by a plan

                                       125
with respect to which we, our affiliates or the initial purchaser is considered
a party in interest or disqualified person may constitute or result in a direct
or indirect prohibited transaction under ERISA and/or the Internal Revenue Code,
unless the investment is acquired and is held in accordance with an applicable
statutory, class or individual prohibited transaction exemption. In this regard,
the U.S. Department of Labor has issued prohibited transaction class exemptions,
or "PTCEs", that may apply to the acquisition and holding of the notes. These
class exemptions include PTCE 84-14 respecting transactions determined by
independent qualified professional asset managers, PTCE 90-1 respecting
insurance company pooled separate accounts, PTCE 91-38 respecting bank
collective investment funds, PTCE 95-60 respecting transactions involving life
insurance company general accounts and PTCE 96-23 respecting transactions
determined by in-house asset managers. However, there can be no assurance that
all of the conditions of any such exemptions will be satisfied, or, if
satisfied, that the scope of the relief will cover all acts that might be
construed as prohibited transactions.

Because of the foregoing, the notes should not be acquired or held by any person
investing "plan assets" of any plan, if such acquisition and holding will
constitute a non-exempt prohibited transaction under ERISA and the Internal
Revenue Code or similar violation of any applicable similar laws. Each initial
investor of a note and each subsequent transferee will, by its acquisition
and/or holding be deemed to have represented and warranted that (1) it is not a
plan, or other entity that is subject to prohibited transaction rules of ERISA,
the Code or similar law or (2) its acquisition and/or holding of such note will
not result in a non-exempt prohibited transaction under Section 406 of ERISA,
Section 4975 of the Internal Revenue Code or any similar provision of similar
laws.

The foregoing discussion is general in nature and is not intended to be
all-inclusive. Due to the complexity of these rules and the penalties that may
be imposed upon persons involved in non-exempt prohibited transactions, it is
particularly important that fiduciaries, or other persons considering an
investment in the notes on behalf of, or with the assets of any plan, consult
with their counsel regarding the potential applicability of ERISA, Section 4975
of the Internal Revenue Code and any similar laws to such investment and whether
an exemption would be applicable to the acquisition and holding of the notes.

                                       126
PLAN OF DISTRIBUTION

This prospectus is to be used by Goldman, Sachs & Co. and J.P. Morgan Securities
Inc. in connection with offers and sales of the notes in market-making
transactions effected from time to time. Goldman, Sachs & Co. and J.P. Morgan
Securities Inc. may act as principal or agent in such transactions. Such sales
will be made at prevailing market prices at the time of sale. We will not
receive any of the proceeds from such sales.

Private equity funds managed by Goldman, Sachs & Co. own more than a majority of
our common stock and private equity funds managed by affiliates of J.P. Morgan
Securities Inc. own approximately 28% of our common stock. See "Principal
stockholders." Christopher Behrens and Mathew Lori, two of our directors, are
partner and principal, respectively, of J.P Morgan Partners, LLC, an affiliate
of J.P. Morgan Securities Inc. Joseph Gleberman and Douglas Londal are managing
directors, and Patrick Dalton is a vice president, of Goldman, Sachs & Co. and
all three are directors. Goldman, Sachs & Co. and J.P. Morgan Securities Inc.
and their affiliates have provided us with commercial banking, investment
banking or other financial advisory services in the past and may provide such
services to us in the future. J.P. Morgan Securities Inc., acted as our
financial advisor in connection with the Buyout. Goldman, Sachs & Co. and J.P.
Morgan Securities Inc. acted as initial purchasers in connection with the sale
of the notes and received customary fees, incurred in connection therewith. In
addition, Goldman Sachs Credit Partners L.P., an affiliate of Goldman, Sachs &
Co., acted as joint lead arranger, joint book runner and administrative agent
under our senior secured credit facility and act in the same capacity under our
amended and restated senior secured credit facility. J.P. Morgan Securities Inc.
acted as joint lead arranger and joint book runner and JPMorgan Chase Bank, an
affiliate of J.P. Morgan Securities Inc., acted as syndication agent and a
lender under our senior secured credit facility and they act in the same
capacities under our amended and restated senior secured credit facility. See
also "Related party transactions."

We have been advised by Goldman, Sachs & Co. and J.P. Morgan Securities that,
subject to applicable laws and regulations, they currently intend to make a
market in the notes following the completion of the exchange offer. However,
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. are not obligated to do so,
and any such market-making may be interrupted or discontinued at any time
without notice.

We, Goldman, Sachs & Co. and J.P. Morgan Securities Inc. have entered into a
registration rights agreement with respect to the use by Goldman, Sachs & Co.
and J.P. Morgan Securities Inc. of this prospectus. Pursuant to such agreement,
we agreed to indemnify Goldman, Sachs & Co. and J.P. Morgan Securities Inc.
against certain liabilities, including liabilities under the Securities Act and
to contribute to payments which Goldman, Sachs & Co. and J.P. Morgan Securities
Inc. might be required to make in respect thereof.

Pursuant to a stockholders' agreement entered into in connection with the Landis
Acquisition, GSCP 2000 and other private equity funds affiliated with Goldman,
Sachs & Co. have the right to designate seven 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, one
of which will be designated by J.P. Morgan Partners Global Investors, L.P. See
"Related party transactions--Stockholders' agreements."

                                       127
LEGAL MATTERS

The validity of the notes will be passed upon for us by Fried, Frank, Harris,
Shriver & Jacobson LLP, New York, New York.

                              INDEPENDENT AUDITORS

The consolidated balance sheets of BPC Holding Corporation as of December 27,
2003 and December 28, 2002, and the related consolidated statements of
operations, changes in stockholders' equity (deficit), and cash flows for the
year ended December 27, 2003, for the periods from July 22, 2002 to December 28,
2002 (Company), December 30, 2001 to July 21, 2002 (Predecessor), and the year
ended December 29, 2001 (Predecessor) included in this prospectus, have been
audited by Ernst & Young LLP, independent auditors, as stated in their report
appearing herein.

The balance sheets of Landis Plastics Inc., as of December 31, 2002, 2001, 2000
and 1999, and the related statements of income and retained earnings, and cash
flows for the years then ended, included in this prospectus, have been audited
by Roche, Scholz, Roche & Walsh, Ltd., independent auditors, as stated in their
reports appearing herein.

                      WHERE YOU CAN FIND MORE INFORMATION

This prospectus does not contain all of the information in that registration
statement. For further information with respect to us and the notes, see the
registration statement, including the exhibits.

We are subject to the reporting requirements of the Securities Exchange Act of
1934 and in accordance with its requirements file annual, quarterly and current
reports, proxy statements and other information with the SEC. These reports,
proxy statements and other information may be obtained:

       - from the SEC, Public Reference Room, Judiciary Plaza, 450 Fifth Street,
       N.W., Washington, D.C. 20549; or

       - from the Internet site maintained by the SEC at http://.www.sec.gov,
       which contains reports, proxy and information statements and other
       information regarding issuers, including us, that file electronically
       with the SEC.

Some locations may charge prescribed rates or modest fees for copies. For more
information on the public reference room, call the SEC at 1-800-SEC-0330. Our
filings will also be available to the public from commercial document retrieval
services.

                                       128
You may obtain these reports, proxy statements and other information at no cost
by writing or telephoning us at the following address and telephone number:

             Berry Plastics Corporation
             101 Oakley Street
             Evansville, Indiana 47710
             Attn: Mark Miles
             (812) 424-2904

Statements made in this prospectus as to the contents of any contract,
agreement, or other documents referred to are not necessarily complete. For a
more complete understanding and description of each contract, agreement or other
document filed as an exhibit to the registration statement, we encourage you to
read the documents contained in the exhibits.

Following the consummation of the exchange offer, whether or not required by the
SEC, we will file a copy of all the information mentioned above with the SEC for
public availability within the time periods specified in the SEC's rule and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospectus investors upon
request.

In addition, we have agreed that we will furnish to holders and securities
analysts and prospective investors, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act of 1933, as
amended (the "Securities Act") until such time as we have either exchanged the
notes pursuant to the exchange offer or until such time as holders of the notes
have disposed of their notes pursuant to an effective registration statement
under the Securities Act.

                                       129
BPC HOLDING CORPORATION
INDEX TO FINANCIAL STATEMENTS

BPC HOLDING CORPORATION AUDITED FINANCIAL STATEMENTS
PAGE
Report of Independent Auditors..............................   F-2
Consolidated Balance Sheets at December 27, 2003 and
   December 28, 2002........................................   F-3
Consolidated Statements of Operations for the year ended
   December 27, 2003, the periods from July 22, 2002 to
   December 28, 2002 and from December 30, 2001 to July 21,
   2002, and for the year ended December 29, 2001...........   F-4
Consolidated Statements of Changes in Stockholders' Equity
   (Deficit) for the year ended December 27, 2003, the
   periods from July 22, 2002 to December 28, 2002 and from
   December 30, 2001 to July 21, 2002, and for the year
   ended December 29, 2001..................................   F-5
Consolidated Statements of Cash Flows for the year ended
   December 27, 2003, the periods from July 22, 2002 to
   December 28, 2002 and from December 30, 2001 to July 21,
   2002, and for the year ended December 29, 2001...........   F-6
Notes to Consolidated Financial Statements..................   F-7
LANDIS PLASTICS, INC.
INDEX TO FINANCIAL STATEMENTS

LANDIS PLASTICS, INC. AUDITED FINANCIAL STATEMENTS

Report of Independent Auditors..............................  F-35
Balance Sheets at December 31, 2002 and 2001................  F-36
Statements of Income and Retained Earnings for the years
   ended December 31, 2002 and 2001.........................  F-37
Statements of Cash Flows for the years ended December 31,
   2002 and 2001............................................  F-38
Notes to Financial Statements...............................  F-39
Report of Independent Auditors..............................  F-49
Balance Sheets at December 31, 2000 and 1999................  F-50
Statements of Income and Retained Earnings for the years
   ended December 31, 2000 and 1999.........................  F-51
Statements of Cash Flows for the years ended December 31,
   2000 and 1999............................................  F-52
Notes to Financial Statements...............................  F-53

LANDIS PLASTICS, INC. UNAUDITED INTERIM FINANCIAL STATEMENTS

Balance Sheets at September 28, 2003 and December 31,
   2002.....................................................  F-63
Statements of Income and Retained Earnings for the
   thirty-nine weeks ended September 28, 2003 and September
   29, 2002.................................................  F-64
Statements of Cash Flows for the thirty-nine weeks ended
   September 28, 2003 and September 29, 2002................  F-65
Notes to Financial Statements...............................  F-66
F-1
REPORT OF INDEPENDENT AUDITORS

The Stockholders and Board of Directors
BPC Holding Corporation

We have audited the accompanying consolidated balance sheets of BPC Holding
Corporation (Holding) as of December 27, 2003, and December 28, 2002, and the
related consolidated statements of operations, changes in stockholders' equity
(deficit) and cash flows for the year ended December 27, 2003, for the periods
from July 22, 2002 to December 28, 2002 (Company), December 30, 2001 to July 21,
2002 (Predecessor), and the year ended December 29, 2001 (Predecessor). These
financial statements are the responsibility of Holding's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of BPC
Holding Corporation at December 27, 2003 and December 28, 2002, and the
consolidated results of its operations and its cash flows for the year ended
December 27, 2003, for the periods from July 22, 2002 to December 28, 2002
(Company), December 30, 2001 to July 21, 2002 (Predecessor), and the year ended
December 29, 2001 (Predecessor), in conformity with accounting principles
generally accepted in the United States.

As discussed in Note 2 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 142 "Goodwill and Other
Intangible Assets" on December 30, 2001.

/s/ Ernst & Young LLP
Indianapolis, Indiana
February 19, 2004

                                       F-2
BPC HOLDING CORPORATION

                          CONSOLIDATED BALANCE SHEETS
-----------------------------------------------------------------------------------------
                                                              DECEMBER 27,   DECEMBER 28,
  (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE INFORMATION)         2003           2002
-----------------------------------------------------------------------------------------
ASSETS
Current assets:
   Cash and cash equivalents................................  $     26,192   $     15,613
   Accounts receivable (less allowance for doubtful accounts
     of $2,717 at December 27, 2003 and $1,990 at December
     28, 2002)..............................................        76,152         56,765
   Inventories:
      Finished goods........................................        61,556         50,002
      Raw materials and supplies............................        19,988         14,730
                                                              ---------------------------
                                                                    81,544         64,732
   Prepaid expenses and other current assets................        19,192          7,018
                                                              ---------------------------
Total current assets........................................       203,080        144,128
Property and equipment:
   Land.....................................................         7,935          7,040
   Buildings and improvements...............................        58,135         49,966
   Machinery, equipment and tooling.........................       249,291        139,486
   Construction in progress.................................        24,433         12,232
                                                              ---------------------------
                                                                   339,794        208,724
   Less accumulated depreciation............................        56,817         15,592
                                                              ---------------------------
                                                                   282,977        193,132
Intangible assets:
   Deferred financing fees, net.............................        22,283         20,116
   Customer relationships, net..............................        90,540         33,890
   Goodwill.................................................       376,769        336,260
   Trademarks...............................................        33,448         27,048
   Other intangibles, net...................................         6,656          5,883
                                                              ---------------------------
                                                                   529,696        423,197
Other.......................................................            53            119
                                                              ---------------------------
Total assets................................................  $  1,015,806   $    760,576
                                                              ---------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable.........................................  $     43,175   $     31,204
   Accrued expenses and other liabilities...................        21,335          9,926
   Accrued interest.........................................        18,132         14,239
   Employee compensation and payroll taxes..................        23,528         15,917
   Current portion of long-term debt........................         9,339          8,641
                                                              ---------------------------
Total current liabilities...................................       115,509         79,927
Long-term debt, less current portion........................       742,266        601,302
Deferred income taxes.......................................           720            640
Other long-term liabilities.................................         4,720          3,544
                                                              ---------------------------
Total liabilities...........................................       863,215        685,413
Stockholders' equity:
   Preferred stock; $.01 par value: 500,000 shares
     authorized; 0 shares issued and outstanding at December
     27, 2003 and December 28, 2002.........................             -              -
   Common stock; $.01 par value: 5,000,000 shares
     authorized; 3,397,637 shares issued; and 3,377,923
     shares outstanding at December 27, 2003 and 2,777,639
     shares issued and 2,757,922 shares outstanding at
     December 28, 2002......................................            34             28
   Additional paid-in capital...............................       344,363        281,816
   Adjustment of the carryover basis of continuing
     stockholders...........................................      (196,603)      (196,603)
   Notes receivable - common stock..........................       (14,157)       (14,399)
   Treasury stock: 19,714 shares and 0 shares of common
     stock at December 27, 2003 and December 28, 2002,
     respectively...........................................        (1,972)             -
   Retained earnings........................................        16,227          3,179
   Accumulated other comprehensive income...................         4,699          1,142
                                                              ---------------------------
Total stockholders' equity..................................       152,591         75,163
                                                              ---------------------------
Total liabilities and stockholders' equity..................  $  1,015,806   $    760,576
-----------------------------------------------------------------------------------------
See notes to consolidated financial statements.
                                       F-3
BPC HOLDING CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS
----------------------------------------------------------------------------------------------
                                                COMPANY                    PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
      (IN THOUSANDS OF DOLLARS)            2003        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
Net sales............................  $    551,876   $   213,626   $   280,677   $    461,659
Cost of goods sold...................       420,750       163,815       207,458        338,000
                                       -------------------------------------------------------
Gross profit.........................       131,126        49,811        73,219        123,659
Operating expenses:
   Selling...........................        23,883        10,129        12,080         21,996
   General and administrative........        25,699         7,664        15,750         28,535
   Research and development..........         3,459         1,450         1,438          1,948
   Amortization of intangibles.......         3,326         1,159         1,249         12,802
   Merger expenses (Predecessor).....             -             -        20,987              -
   Other expenses....................         3,569         2,757         2,804          4,911
                                       -------------------------------------------------------
Operating income.....................        71,190        26,652        18,911         53,467
Other expenses (income):
   Loss (gain) on disposal of
      property and equipment.........            (7)            8           291            473
                                       -------------------------------------------------------
Income before interest and taxes.....        71,197        26,644        18,620         52,994
Interest:
   Expense...........................       (46,251)      (20,887)      (28,747)       (54,397)
   Loss on extinguished debt.........          (250)            -       (25,328)             -
   Income............................           838           375             5             42
                                       -------------------------------------------------------
Income (loss) before income taxes....        25,534         6,132       (35,450)        (1,361)
Income taxes.........................        12,486         2,953           345            734
                                       -------------------------------------------------------
Net income (loss)....................        13,048         3,179       (35,795)        (2,095)
Preferred stock dividends............             -             -        (6,468)        (9,790)
Amortization of preferred stock
  discount...........................             -             -          (574)        (1,024)
                                       -------------------------------------------------------
Net income (loss) attributable to
   common stockholders...............  $     13,048   $     3,179   $   (42,837)  $    (12,909)
----------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
                                       F-4
BPC HOLDING CORPORATION

      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------------------------------------------------------------------------------

                                      COMMON         PREFERRED       TREASURY                               ADDITIONAL
                                       STOCK           STOCK           STOCK         WARRANTS      COMMON    PAID-IN
    (IN THOUSANDS OF DOLLARS)      (PREDECESSOR)   (PREDECESSOR)   (PREDECESSOR)   (PREDECESSOR)   STOCK     CAPITAL
----------------------------------------------------------------------------------------------------------------------
Predecessor:
Balance at December 30, 2000
   (Predecessor).................  $           6   $      36,986   $        (405)  $       9,386   $    -   $   35,041
                                   -----------------------------------------------------------------------------------
Net loss.........................              -               -               -               -        -            -
Translation loss.................              -               -               -               -        -            -
Stock-based compensation.........              -               -               -               -        -          796
Issuance of preferred stock......              -           9,779               -               -        -            -
Issuance of common stock.........              -               -               -               -        -          292
Accrued dividends on preferred
   stock.........................              -               -               -               -        -       (9,790)
Amortization of preferred stock
   discount......................              -           1,024               -               -        -       (1,024)
                                   -----------------------------------------------------------------------------------
Balance at December 29, 2001
   (Predecessor).................              6          47,789            (405)          9,386        -       25,315
                                   -----------------------------------------------------------------------------------
Net loss.........................              -               -               -               -        -            -
Translation gain.................              -               -               -               -        -            -
Amortization of preferred stock
   discount......................              -             574               -               -        -         (574)
Accrued dividends on preferred
   stock.........................              -               -               -               -        -       (6,468)
Stock-based compensation.........              -               -               -               -        -        1,920
Redemption of predecessor stock..             (6)        (48,363)            405          (9,386)       -      (20,193)
                                   -----------------------------------------------------------------------------------
Balance at July 21, 2002
   (Predecessor).................  $           -   $           -   $           -   $           -   $    -   $        -
                                   -----------------------------------------------------------------------------------
Company:
Fair value of rolled stock
   options.......................  $           -   $           -   $           -   $           -   $    -   $    5,056
Issuance of common stock.........              -               -               -               -       28      276,760
Notes receivable--common stock...              -               -               -               -        -            -
Interest on notes receivable.....              -               -               -               -        -            -
Adjustment of the carryover basis
   of continuing stockholders....              -               -               -               -        -            -
Translation gain.................              -               -               -               -        -            -
Other comprehensive losses.......              -               -               -               -        -            -
Net income.......................              -               -               -               -        -            -
                                   -----------------------------------------------------------------------------------
Balance at December 28, 2002
   (Company).....................              -               -               -   $           -       28      281,816
                                   -----------------------------------------------------------------------------------
Issuance of common stock.........              -               -               -               -        6       62,547
Purchase of treasury stock.......              -               -               -               -        -            -
Interest on notes receivable.....              -               -               -               -        -            -
Translation gain.................              -               -               -               -        -            -
Other comprehensive losses.......              -               -               -               -        -            -
Net income.......................              -               -               -               -        -            -
                                   -----------------------------------------------------------------------------------
Balance at December 27, 2003
   (Company).....................  $           -   $           -               -   $           -   $   34   $  344,363
----------------------------------------------------------------------------------------------------------------------
---------------------------------  -----------------------------------------------------------------------------------------------
                                   ADJUSTMENT OF
                                   THE CARRYOVER      NOTES                               ACCUMULATED
                                     BASIS OF      RECEIVABLE--              RETAINED        OTHER                   COMPREHENSIVE
                                    CONTINUING        COMMON      TREASURY   EARNINGS    COMPREHENSIVE                  INCOME
    (IN THOUSANDS OF DOLLARS)      STOCKHOLDERS       STOCK        STOCK     (DEFICIT)   INCOME (LOSS)     TOTAL        (LOSS)
---------------------------------  -----------------------------------------------------------------------------------------------
Predecessor:
Balance at December 30, 2000
   (Predecessor).................  $           -   $         -    $     -    $(218,168)  $        (843)  $(137,997)
                                   -----------------------------------------------------------------------------------------------
Net loss.........................              -             -          -       (2,095)              -      (2,095)  $      (2,095)
Translation loss.................              -             -          -            -            (586)       (586)           (586)
Stock-based compensation.........              -             -          -            -               -         796               -
Issuance of preferred stock......              -             -          -            -               -       9,779               -
Issuance of common stock.........              -             -          -            -               -         292               -
Accrued dividends on preferred
   stock.........................              -             -          -            -               -      (9,790)              -
Amortization of preferred stock
   discount......................              -             -          -            -               -           -               -
                                   -----------------------------------------------------------------------------------------------
Balance at December 29, 2001
   (Predecessor).................              -             -          -     (220,263)         (1,429)   (139,601)         (2,681)
                                   -----------------------------------------------------------------------------------------------
Net loss.........................              -             -          -      (35,795)              -     (35,795)        (35,795)
Translation gain.................              -             -          -            -           1,429       1,429           1,429
Amortization of preferred stock
   discount......................              -             -          -            -               -           -               -
Accrued dividends on preferred
   stock.........................              -             -          -            -               -      (6,468)              -
Stock-based compensation.........              -             -          -            -               -       1,920               -
Redemption of predecessor stock..              -             -          -      256,058               -     178,515               -
                                   -----------------------------------------------------------------------------------------------
Balance at July 21, 2002
   (Predecessor).................  $           -   $         -    $     -    $       -   $           -   $       -   $     (34,366)
                                   -----------------------------------------------------------------------------------------------
Company:
Fair value of rolled stock
   options.......................  $           -   $         -    $     -    $       -   $           -   $   5,056   $           -
Issuance of common stock.........              -             -          -            -               -     276,788               -
Notes receivable--common stock...              -       (14,079)         -            -               -     (14,079)              -
Interest on notes receivable.....              -          (320)         -            -               -        (320)              -
Adjustment of the carryover basis
   of continuing stockholders....       (196,603)            -          -            -               -    (196,603)              -
Translation gain.................              -             -          -            -           2,091       2,091           2,091
Other comprehensive losses.......              -             -          -            -            (949)       (949)           (949)
Net income.......................              -             -          -        3,179               -       3,179           3,179
                                   -----------------------------------------------------------------------------------------------
Balance at December 28, 2002
   (Company).....................       (196,603)      (14,399)         -        3,179           1,142      75,163           4,321
                                   -----------------------------------------------------------------------------------------------
Issuance of common stock.........              -             -          -            -               -      62,553               -
Purchase of treasury stock.......              -           999     (1,972)           -               -        (973)              -
Interest on notes receivable.....              -          (757)         -            -               -        (757)              -
Translation gain.................              -             -          -            -           3,645       3,645           3,645
Other comprehensive losses.......              -             -          -            -             (88)        (88)            (88)
Net income.......................              -             -          -       13,048               -      13,048          13,048
                                   -----------------------------------------------------------------------------------------------
Balance at December 27, 2003
   (Company).....................  $    (196,603)  $   (14,157)   $(1,972)   $  16,227   $       4,699   $ 152,591   $      16,605
---------------------------------
See notes to consolidated financial statements.

                                       F-5
BPC HOLDING CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
---------------------------------------------------------------------------------------------------------
                                                           COMPANY                    PREDECESSOR
                                                  --------------------------   --------------------------
                                                   YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                                  DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
(IN THOUSANDS OF DOLLARS)                             2003        12/28/02       7/21/02         2001
---------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net income (loss)...............................  $     13,048   $     3,179   $   (35,795)  $     (2,095)
Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
   Depreciation.................................        40,752        16,031        23,526         38,105
   Non-cash interest expense....................         2,318         1,077         1,399         11,268
   Amortization of intangibles..................         3,326         1,159         1,249         12,802
   Non-cash compensation........................             -             -         1,920            796
   Loss on extinguished debt (Predecessor)......             -             -        25,328              -
   Loss (gain) on sale of property and
      equipment.................................            (7)            8           291            473
   Deferred income taxes........................        11,791         2,710             -              -
   Changes in operating assets and liabilities:
      Accounts receivable, net..................          (598)        8,717       (15,986)         2,869
      Inventories...............................         5,600        (4,091)       (4,255)        (4,017)
      Prepaid expenses and other receivables....        (2,582)       (1,280)         (603)           (50)
      Other assets..............................            32          (354)        2,042         (2,000)
      Accrued interest..........................         3,894        (3,686)        6,741         (1,042)
      Payables and accrued expenses.............         2,199        (7,422)        4,735         (2,761)
                                                  -------------------------------------------------------
Net cash provided by operating activities.......        79,773        16,048        10,592         54,348
INVESTING ACTIVITIES
Additions to property and equipment.............       (29,949)      (11,287)      (17,396)       (32,834)
Proceeds from disposal of property and
   equipment....................................             7             8             9             93
Transaction costs...............................             -       (12,398)            -              -
Acquisitions of businesses......................      (235,710)            -        (3,834)       (23,549)
                                                  -------------------------------------------------------
Net cash used for investing activities..........      (265,652)      (23,677)      (21,221)       (56,290)
FINANCING ACTIVITIES
Proceeds from long-term borrowings..............       149,944       580,000        24,492         15,606
Payments on long-term borrowings................       (10,111)     (507,314)      (13,924)       (24,088)
Issuance of preferred stock and warrants........             -             -             -          9,779
Issuance of common stock........................        62,553       260,902             -            292
Purchase of treasury stock......................          (973)            -             -              -
Redemption of predecessor stock.................             -      (290,672)            -              -
Debt financing costs............................        (4,592)      (21,103)            -         (1,009)
                                                  -------------------------------------------------------
Net cash provided by financing activities.......       196,821        21,813        10,568            580
Effect of exchange rate changes on cash.........          (363)        1,073          (815)           540
                                                  -------------------------------------------------------
Net increase (decrease) in cash and cash
   equivalents..................................        10,579        15,257          (876)          (822)
Cash and cash equivalents at beginning of
   period.......................................        15,613           356         1,232          2,054
                                                  -------------------------------------------------------
Cash and cash equivalents at end of period......  $     26,192   $    15,613   $       356   $      1,232
---------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.

                                       F-6
BPC HOLDING CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (IN THOUSANDS OF DOLLARS, EXCEPT AS OTHERWISE NOTED)

NOTE 1. ORGANIZATION

BPC Holding Corporation ("Holding"), through its subsidiary Berry Plastics
Corporation ("Berry" or the "Company") and its subsidiaries Berry Iowa
Corporation, Berry Tri-Plas Corporation, Aerocon, Inc., PackerWare Corporation,
Berry Plastics Design Corporation, Venture Packaging, Inc. and its subsidiaries
Venture Packaging Midwest, Inc. and Berry Plastics Technical Services, Inc., NIM
Holdings Limited and its subsidiary Berry Plastics U.K. Limited, Knight
Plastics, Inc., CPI Holding Corporation and its subsidiary Cardinal Packaging,
Inc., Poly-Seal Corporation, Ociesse S.r.l and its subsidiary Capsol Berry
Plastics S.p.a., and Landis Plastics, Inc. manufactures and markets plastic
packaging products through its facilities located in Evansville, Indiana;
Henderson, Nevada; Iowa Falls, Iowa; Charlotte, North Carolina; Suffolk,
Virginia; Lawrence, Kansas; Monroeville, Ohio; Norwich, England; Woodstock,
Illinois; Streetsboro, Ohio; Baltimore, Maryland; Milan, Italy; Chicago,
Illinois; Richmond, Indiana; Syracuse, New York; and Phoenix, Arizona.

In 2002, the Company closed its Fort Worth, Texas facility, which was acquired
in connection with the acquisition of Pescor Plastics, Inc. in May 2001. In
2003, the Company initiated the process of closing its Monticello, Indiana
facility, which was acquired in connection with the acquisition of Landis
Plastics, Inc. in November 2003. The business from these closed locations has
been distributed throughout Berry's facilities.

Holding's fiscal year is a 52/53 week period ending generally on the Saturday
closest to December 31. All references herein to "2003", "2002," and "2001,"
relate to the fiscal years ended December 27, 2003, December 28, 2002, and
December 29, 2001, respectively. Due to the Merger (see Note 3), fiscal 2002
consists of two separate periods of December 30, 2001 to July 21, 2002
(Predecessor) and July 22, 2002 to December 28, 2002 (Company).

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION AND BUSINESS

The consolidated financial statements include the accounts of Holding and its
subsidiaries, all of which are wholly owned. Intercompany accounts and
transactions have been eliminated in consolidation. Holding, through its wholly
owned subsidiaries, operates in three primary segments: containers, closures,
and consumer products. The Company's customers are located principally
throughout the United States, without significant concentration in any one
region or with any one customer. The Company performs periodic credit
evaluations of its customers' financial condition and generally does not require
collateral.

Purchases of various densities of plastic resin used in the manufacture of the
Company's products aggregated approximately $140.3 million and $113.0 million in
2003 and 2002, respectively. Dow Chemical Corporation was the largest supplier
of the Company's total resin material requirements, representing approximately
35% and 43% of such resin requirements in 2003 and 2002, respectively. The
Company also uses other suppliers such as Chevron, Nova, Equistar, Atofina,
Basell, Sunoco, and ExxonMobil to meet its resin requirements.

                                       F-7
CASH AND CASH EQUIVALENTS

All highly liquid investments with maturity of three months or less at the date
of purchase are considered to be cash equivalents.

ACCOUNTS RECEIVABLE

The allowance for doubtful accounts is analyzed in detail on a quarterly basis
and all significant customers with delinquent balances are reviewed to determine
future collectibility. The determinations are based on legal issues (such as
bankruptcy status), past history, current financial and credit agency reports,
and the experience of the credit representatives. Reserves are established in
the quarter in which the Company makes the determination that the account is
deemed uncollectible. The Company maintains additional reserves based on its
historical bad debt experience. The following table summarizes the activity by
period for the allowance for doubtful accounts.
----------------------------------------------------------------------------------------------
                                                COMPANY                    PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
                                           2003        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
Balance at beginning of period.......  $      1,990   $     2,063   $     2,070   $      1,724
Charged to costs and expenses........           150          (291)          164            337
Charged to other accounts(1).........           545             -             -            295
Deductions(2)........................            32           218          (171)          (286)
                                       -------------------------------------------------------
Balance at end of period.............  $      2,717   $     1,990   $     2,063   $      2,070
----------------------------------------------------------------------------------------------
(1) Primarily relates to purchase of accounts receivable and related allowance
through acquisitions.

(2) Uncollectible accounts written off, net of recoveries.

INVENTORIES

Inventories are valued at the lower of cost (first in, first out method) or
market.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed primarily by
the straight-line method over the estimated useful lives of the assets ranging
from 15 to 25 years for buildings and improvements and two to 10 years for
machinery, equipment, and tooling. Repairs and maintenance costs are charged to
expense as incurred.

INTANGIBLE ASSETS

Deferred financing fees are being amortized using the straight-line method over
the lives of the respective debt agreements.

Customer relationships are being amortized using the straight-line method over
the estimated life of the relationships ranging from three to 20 years.

The costs in excess of net assets acquired represent the excess purchase price
over the fair value of the net assets acquired in the Merger (see Note 3 below)
and businesses acquired since the

                                       F-8
Merger. These costs are reviewed annually for impairment pursuant to SFAS No.
142, Goodwill and Other Intangible Assets.

Trademarks are reviewed for impairment annually pursuant to SFAS No. 142.

Other intangibles, which include covenants not to compete and technology-based
intangibles, are being amortized using the straight-line method over the
respective lives of the agreements or estimated life of the technology ranging
from one to twenty years.

LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment in accordance with SFAS No. 144
whenever facts and circumstances indicate that the carrying amount may not be
recoverable. Specifically, this process involves comparing an asset's carrying
value to the estimated undiscounted future cash flows the asset is expected to
generate over its remaining life. If this process were to result in the
conclusion that the carrying value of a long-lived asset would not be
recoverable, a write-down of the asset to fair value would be recorded through a
charge to operations. Fair value is determined based upon discounted cash flows
or appraisals as appropriate. Long-lived assets that are held for sale are
reported at the lower of the assets' carrying amount or fair value less costs
related to the assets' disposition. No impairments were recorded in these
financial statements.

DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses an interest rate collar to manage a portion of its interest
rate exposures. The instrument was entered into to manage market risk exposures
and is not used for trading purposes. Management routinely reviews the
effectiveness of the use of derivative instruments. The Company has recognized
the interest rate collar at its fair value in the consolidated balance sheets.

FOREIGN CURRENCY TRANSLATION

Assets and liabilities of most foreign subsidiaries are translated at exchange
rates in effect at the balance sheet date, and the statements of operations are
translated at the average monthly exchange rates for the period. Translation
gains and losses are recorded as a component of accumulated other comprehensive
income (loss) in stockholders' equity. Foreign currency transaction gains and
losses are included in net income (loss).

REVENUE RECOGNITION

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements" ("SAB 101") and SEC Staff
Accounting Bulletin No. 104, "Revenue Recognition" ("SAB 104"). Revenue is
recognized when the title and risk of loss have passed to the customer, there is
persuasive evidence of an arrangement, delivery has occurred or services have
been rendered, the sales price is fixed or determinable, and collectibility is
reasonably assured.

STOCK-BASED COMPENSATION

Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for
Stock-Based Compensation--Transition and Disclosure," established accounting and
disclosure requirements using a fair-

                                       F-9
value-based method of accounting for stock-based employee compensation plans. As
provided for under SFAS 123, the Company accounts for stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
Opinion 25, "Accounting for Stock Issued to Employees." Compensation cost for
stock options, if any, is measured as the excess of the fair value of the
Company's stock at the date of grant over the amount an employee must pay to
acquire the stock. The fair value for options granted by Holding have been
estimated at the date of grant using a Black Scholes option pricing model with
the following weighted average assumptions:
----------------------------------------------------------------------------------------------
                                                          COMPANY                  PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
                                           2003        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
Risk-free interest rate..............          3.0%          4.0%          4.0%           5.5%
Dividend yield.......................          0.0%          0.0%          0.0%           0.0%
Volatility factor....................           .25           .25           .25            .28
Expected option life.................     5.0 years     5.0 years     5.0 years      6.5 years
----------------------------------------------------------------------------------------------
For purposes of the pro forma disclosures, the estimated fair value of the stock
options are amortized to expense over the related vesting period. Because
compensation expense is recognized over the vesting period, the initial impact
on pro forma net income (loss) may not be representative of compensation expense
in future years, when the effect of amortization of multiple awards would be
reflected in the Consolidated Statement of Operations. The following is a
reconciliation of reported net income (loss) to net income (loss) as if the
Company used the fair value method of accounting for stock-based compensation.
----------------------------------------------------------------------------------------------
                                                          COMPANY                  PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
                                           2003        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
Reported net income (loss)...........  $     13,048   $     3,179   $   (35,795)  $     (2,095)
Stock-based employee compensation
   expense included in reported
   income (loss), net of tax.........             -             -         1,920            796
Total stock-based employee
   compensation expense determined
   under fair value based method, for
   all awards, net of tax............        (2,044)         (856)         (371)        (1,401)
                                       -------------------------------------------------------
Pro forma net income (loss)..........  $     11,004   $     2,323   $   (34,246)  $     (2,700)
----------------------------------------------------------------------------------------------
INCOME TAXES

The Company accounts for income taxes under the asset and liability approach,
which requires the recognition of deferred tax assets and liabilities for the
expected future tax consequence of events that have been recognized in the
Company's financial statements or income tax returns. Income taxes are
recognized during the year in which the underlying transactions are reflected

                                       F-10
in the Consolidated Statements of Operations. Deferred taxes are provided for
temporary differences between amounts of assets and liabilities as recorded for
financial reporting purposes and such amounts as measured by tax laws.

COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) is comprised of net income (loss) and other
comprehensive income (loss). Other comprehensive income (loss) includes
unrealized gains or losses on derivative financial instruments, unrealized gains
or losses resulting from currency translations of foreign investments, and
adjustments to record the minimum pension liability.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of any contingent assets and liabilities at the financial statement
date and reported amounts of revenue and expenses during the reporting period.
On an on-going basis, the Company reviews its estimates and assumptions. The
Company's estimates were based on its historical experience and various other
assumptions that the Company believes to be reasonable under the circumstances.
Actual results are likely to differ from those estimates under different
assumptions or conditions, but management does not believe such differences will
materially affect the Company's financial position or results of operations.

RECLASSIFICATIONS

Certain amounts in the prior year financial statements and related notes have
been reclassified to conform to the current year presentation.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2001, the FASB issued SFAS No. 141, Business Combinations and SFAS No.
142, Goodwill and Other Intangible Assets. These pronouncements significantly
change the accounting for business combinations, goodwill, and intangible
assets. SFAS No. 141 eliminates the pooling-of-interests method of accounting
for business combinations and further clarifies the criteria to recognize
intangible assets separately from goodwill. The requirements of SFAS No. 141
became effective for any business combination completed after June 30, 2001.
SFAS No. 142 states goodwill and indefinite lived intangible assets are no
longer amortized but are reviewed for impairment annually (or more frequently if
impairment indicators arise). Separable intangible assets that are deemed to
have a finite life will continue to be amortized over their estimated useful
lives. The Company adopted the provisions of SFAS Nos. 141 and 142 as of the
beginning of fiscal 2002. The Merger (see Note 3) and subsequent acquisitions
(see Note 4) have been accounted for under the purchase method of accounting,
and accordingly, the purchase price has been allocated to the identifiable
assets and liabilities

                                       F-11
based on estimated fair values at the acquisition date. The following table
presents the results of the Company on a comparable basis:
----------------------------------------------------------------------------------------------
                                                          COMPANY                  PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
                                           2001        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
Reported net income (loss)...........  $     13,048   $     3,179   $   (35,795)  $     (2,095)
Goodwill amortization, net of tax....             -             -             -          9,964
                                       -------------------------------------------------------
Adjusted net income (loss)...........  $     13,048   $     3,179   $   (35,795)  $      7,869
----------------------------------------------------------------------------------------------
In April 2002, the 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 reclassified the
extraordinary item in the Statements of Operations to continuing operations in
its 2003 financial statements.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." The interpretation expands on the disclosure
requirements to be made in interim and annual financial statements. The
interpretation also requires that a liability measured at fair value be
recognized for guarantees even if the probability of payment on the guarantee is
remote. The recognition provisions apply on a prospective basis for guarantees
issued or modified after December 31, 2002. The Company's adoption of the
interpretation at the beginning of fiscal 2003 did not have a material effect on
the Company's accounting or reporting of its guarantees.

In 2003, the FASB issued Interpretation No. 46 ("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 effective for
2003. 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 VIE's. The adoption of FIN 46 did not have a material impact
on the financial position or results of operations of the Company.

Also in 2003, Emerging Issues Task Force ("EITF") reached a consensus on issue
No. 02-16 ("EITF 02-16"), "Accounting by a Customer (Including a Reseller) for
Certain Consideration Received from a Vendor". EITF 02-16 addressed accounting
for cash consideration received by a reseller from a vendor. Cash consideration
received by a customer from a vendor is presumed to be a reduction of the prices
of the vendor's products or services and should be characterized

                                       F-12
as a reduction of cost of sales when recognized in the customer's income
statement. However, if the consideration is a payment for assets or services
delivered to the vendor, the cash consideration is characterized as revenue when
recognized in the customer's income statement. The EITF also addressed rebates
or refunds and how they should be recognized as a reduction of cost of sales. In
order to recognize a rebate or refund, it must be probable and reasonably
estimable, otherwise, it is not recognized until each specified criteria is met.
The adoption of EITF 02-16 did not have a material impact on the financial
position or results of operations of the Company.

In April 2003, the FASB issued Statement of Financial Accounting Standards No.
149 ("SFAS No. 149"), "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities". 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
adoption of SFAS No. 149 did not have a material impact on the financial
position or results of operations of the Company.

In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, "Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" ("SFAS No. 150"). SFAS No. 150 establishes standards for
how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify certain financial instruments as a liability (or as an asset in some
circumstances). SFAS No. 150 was effective for the Company at the beginning of
the first interim period beginning after June 15, 2003. The adoption of SFAS No.
150 did not have a material impact on the financial position or results of
operations of the Company.

In December 2003, the United States Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin ("SAB") No. 104 ("SAB 104"), "Revenue
Recognition". SAB 104 updates portions of the SEC staff's interpretive guidance
provided in SAB 101 and included in Topic 13 of the Codification of Staff
Accounting Bulletins. SAB 104 deletes interpretative material no longer
necessary, and conforms the interpretive material retained, because of
pronouncements issued by the FASB Emerging Issues Task Force on various revenue
recognition topics, including EITF 00-21. The Company adopted this standard on a
prospective basis. The adoption of SAB 104 did not have an impact on the
financial position or results of operations of the Company.

NOTE 3. THE MERGER

On July 22, 2002, GS Berry Acquisition Corp., (the "Buyer") a newly formed
entity controlled by various private equity funds affiliated with Goldman, Sachs
& Co., merged (the "Merger") 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
Merger, (i) each share of common stock of BPC Holding Corporation issued and
outstanding immediately prior to the effective time of the Merger was converted
into the right to receive cash pursuant to the terms of the merger agreement,
and (ii) each share of common stock of the Buyer issued and outstanding
immediately prior to the effective time of the Merger was converted into one
share of common stock of BPC Holding.

The total amount of funds required to consummate the Merger and to pay estimated
fees and expenses related to the Merger, including amounts related to the
repayment of indebtedness, the redemption of the outstanding preferred stock and
accrued dividends, the redemption of outstanding warrants, and the payment of
transaction costs incurred by Holding, were

                                       F-13
approximately $870.7 million (which includes the amount of certain indebtedness
which remained outstanding and the value of certain shares of Holding common
stock held by employees that were contributed to the Buyer immediately prior to
the Merger). Immediately following the Merger, the Buyer and its affiliates
owned approximately 63% of the common stock of Holding. The remaining common
stock of Holding is held by J.P. Morgan Partners Global Investors, L.P. and
other private equity funds affiliated with J.P. Morgan Partners, LLC, the
private equity investment arm of J.P. Morgan Chase & Co., which own
approximately 29% of Holding's common stock and by members of Berry's
management, which own the remaining 8%.

The Merger has been accounted for under the purchase method of accounting, and
accordingly, the purchase price has been allocated to the identifiable assets
and liabilities based on estimated fair values at the acquisition date. The
Company has applied the provisions of Emerging Issues Task Force 88-16, Basis in
Leveraged Buyout Transactions, whereby, the carryover equity interests of
certain shareholders from the Predecessor to the Company were recorded at their
Company basis. The application of these provisions reduced stockholder's equity
and intangibles by $196.6 million. In connection with the Merger, the
Predecessor incurred Merger 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 fees to the largest voting
stockholder of the Predecessor. The allocation is preliminary and is subject to
adjustments as any future reductions to the valuation allowance against deferred
tax assets will be credited to goodwill. In addition, as a result of
extinguishing debt in connection with the Merger, $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 a loss on extinguished debt. The following
table summarizes the allocation of purchase price.
-----------------------------------------------------------------------
Purchase price..............................................  $ 836,692
Buyer transaction costs.....................................     12,927
Net tangible assets acquired................................   (260,022)
Intangible assets acquired..................................    (67,045)
Adjustment for carryover basis of continuing stockholders...   (196,603)
                                                              ---------
Goodwill....................................................  $ 325,949
-----------------------------------------------------------------------
NOTE 4. ACQUISITIONS

On January 24, 2002, Berry acquired the Alcoa Flexible Packaging injection
molding assets of Mount Vernon Plastics Corporation ("Mount Vernon") for
aggregate consideration of approximately $2.6 million. The purchase price was
allocated to fixed assets ($2.0 million) and inventory ($0.6 million). The
purchase was financed through borrowings under the Company's revolving line of
credit under its retired senior credit facility. The operations of Mount Vernon
are included in Berry's operations since the acquisition date using the purchase
method of accounting. On January 31, 2002, Berry entered into a sale/leaseback
arrangement with respect to the Mount Vernon fixed assets.

On February 25, 2003, Berry acquired the 400 series continuous threaded
injection molded closure assets from CCL Plastic Packaging located in Los
Angeles, California ("CCL Acquisition") for aggregate consideration of
approximately $4.6 million. The purchase price was allocated to

                                       F-14
fixed assets ($2.7 million), inventory ($1.1 million), customer relationships
($0.5 million), goodwill ($0.2 million), and other intangibles ($0.1 million).
The purchase was financed through borrowings under the Company's revolving line
of credit. The operations from the CCL Acquisition are included in Berry's
operations since the acquisition date using the purchase method of accounting.

On May 30, 2003, Berry acquired the injection molded overcap lid assets from APM
Inc. located in Benicia, California ("APM Acquisition") for aggregate
consideration of approximately $0.6 million. The purchase price was allocated to
fixed assets ($0.3 million), inventory ($0.1 million), goodwill ($0.1 million)
and other intangibles ($0.1 million). The purchase was financed through cash
provided by operations. The operations from the APM Acquisition are included in
Berry's operations since the acquisition date using the purchase method of
accounting.

On November 20, 2003, Berry acquired Landis Plastics, Inc. (the "Landis
Acquisition") for aggregate consideration of approximately $229.7 million,
including deferred financing fees. The operations from the Landis Acquisition
are included in Berry's operations since the acquisition date using the purchase
method of accounting. The purchase was financed through the issuance by Berry of
$85.0 million aggregate principal amount of 10 3/4% senior subordinated notes to
various institutional buyers, which resulted in gross proceeds of $95.2 million,
aggregate net borrowings of $54.1 million under Berry's amended and restated
senior secured credit facility from new term loans after giving effect to the
refinancing of the prior term loan, an aggregate common equity contribution of
$62.0 million, and cash on hand. Berry also agreed to acquire, for $32.0
million, four facilities that Landis leased from certain of its affiliates.
Prior to the closing of the Landis Acquisition, the rights and obligations to
purchase the four facilities owned by affiliates of Landis were assigned to an
affiliate of W.P. Carey & Co., L.L.C., which affiliate subsequently entered into
a lease with Landis for the four facilities. In accordance with EITF 95-3, the
Company established opening balance sheet reserves totaling $3.2 million related
to plant shutdown, severance and unfavorable lease arrangement costs, which were
reduced to $2.9 million at December 27, 2003 as a result of payments made in
fiscal 2003. The following table summarizes the estimated fair values of the
assets acquired and liabilities assumed at the date of acquisition. The
allocation is preliminary

                                       F-15
and subject to change based on actual expenses and adjustments of estimated
receivables and reserves.
--------------------------------------------------------------------------
                                                              NOVEMBER 20,
                                                                      2003
--------------------------------------------------------------------------
Current assets..............................................  $     49,901
Property and equipment......................................        93,722
Goodwill....................................................        49,393
Customer relationships......................................        58,200
Trademarks..................................................         6,400
Covenants not to compete....................................           800
                                                              ------------
Total assets................................................  $    258,416
                                                              ------------
Current liabilities.........................................  $     27,253
Intercompany debt...........................................       231,163
Stockholders' equity........................................             -
                                                              ------------
Total liabilities and stockholders' equity..................  $    258,416
--------------------------------------------------------------------------
The pro forma financial results presented below are unaudited and assume that
the Landis Acquisition occurred at the beginning of the respective period. Pro
forma results have not been adjusted to reflect the acquisitions of Mount
Vernon, CCL, or APM as they do not differ materially from the pro forma results
presented below. The information presented is for informational purposes only
and is not necessarily indicative of the operating results that would have
occurred had the Landis Acquisition been consummated at the above dates, nor are
they necessarily indicative of future operating results. Further, the
information reflects only pro forma adjustments for additional interest expense
and amortization and the elimination of the Merger expenses and loss on
extinguished debt in connection with the Merger, net of the applicable income
tax effects.
----------------------------------------------------------------------------------------------
                                                                         COMPANY   PREDECESSOR
                                                      --------------------------   -----------
                                                        YEAR ENDED   PERIOD FROM   PERIOD FROM
                                                      DECEMBER 27,      7/22/02-     12/30/01-
                                                              2003      12/28/02       7/21/02
----------------------------------------------------------------------------------------------
Pro forma net sales.................................  $    749,591   $   311,875   $   394,041
Pro forma net income (loss).........................         5,526         3,520        (1,062)
----------------------------------------------------------------------------------------------
F-16
NOTE 5. INTANGIBLE ASSETS

Intangible assets consist of the following:
-----------------------------------------------------------------------------------------
                                                              DECEMBER 27,   DECEMBER 28,
                                                                      2003           2002
-----------------------------------------------------------------------------------------
Deferred financing fees.....................................  $     26,043   $     21,411
Customer relationships......................................        93,561         34,664
Goodwill....................................................       376,769        336,260
Trademarks..................................................        33,448         27,048
Covenants not to compete and other..........................         2,757          1,656
Technology-based............................................         5,023          4,982
Accumulated amortization....................................        (7,905)        (2,824)
                                                              ---------------------------
                                                              $    529,696   $    423,197
-----------------------------------------------------------------------------------------
The changes in intangible assets are primarily the result of the Landis
Acquisition, amortization of definite lived intangibles, and the application of
SFAS No. 141.

Future amortization expense for definite lived intangibles at December 27, 2003
for the next five fiscal years is approximately $8.2 million, $8.1 million, $8.0
million, $7.9 million, and $7.8 million for fiscal 2004, 2005, 2006, 2007, and
2008, respectively.

NOTE 6. LONG-TERM DEBT

Long-term debt consists of the following:
-----------------------------------------------------------------------------------------
                                                              DECEMBER 27,   DECEMBER 28,
                                                                      2003           2002
-----------------------------------------------------------------------------------------
Berry 10 3/4% Senior Subordinated Notes.....................  $    335,000   $    250,000
Debt premium on 10 3/4% Notes, net..........................        10,053              -
Term loans..................................................       380,000        329,175
Revolving lines of credit...................................           342            692
Nevada Industrial Revenue Bonds.............................         2,000          2,500
Capital leases..............................................        24,210         27,576
                                                              ---------------------------
                                                                   751,605        609,943
Less current portion of long-term debt......................         9,339          8,641
                                                              ---------------------------
                                                              $    742,266   $    601,302
-----------------------------------------------------------------------------------------
BERRY 10 3/4% SENIOR SUBORDINATED NOTES

On July 22, 2002, Berry completed an offering of $250.0 million aggregate
principal amount of 10 3/4% Senior Subordinated Notes due 2012 (the "2002
Notes"). The net proceeds to Berry from the sale of the 2002 Notes, after
expenses, were $239.4 million. The proceeds from the 2002 Notes were used in the
financing of the Merger. On November 20, 2003, Berry completed an offering of
$85.0 million aggregate principal amount of 10 3/4% Senior Subordinated Notes
due 2012 (the "Add-on Notes"). The net proceeds to Berry from the sale of the
Add-on Notes, after

                                       F-17
expenses, were $91.8 million. The proceeds from the Add-on Notes were used in
the financing of the Landis Acquisition. The 2002 Notes and Add-on Notes mature
on July 15, 2012. Interest is payable semi-annually on January 15 and July 15 of
each year, which commenced on January 15, 2003 with respect to the 2002 Notes
and commenced on January 15, 2004 with respect to the Add-on Notes. Holding and
all of Berry's domestic subsidiaries fully, jointly, severally, and
unconditionally guarantee on a senior subordinated basis the 2002 Notes and
Add-on Notes. The 2002 Notes and Add-on Notes are not guaranteed by the 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.

Berry is not required to make mandatory redemption or sinking fund payments with
respect to the 2002 Notes and Add-on Notes. On or subsequent to July 15, 2007,
the 2002 Notes and Add-on Notes may be redeemed at the option of Berry, 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 2002 Notes and Add-on
Notes may be redeemed at 110.75% of the principal amount at the option of Berry
in connection with an equity offering. Upon a change in control, as defined in
the indenture under which the 2002 Notes and Add-on Notes were issued (the
"Indenture"), each holder of notes will have the right to require Berry 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 2002 Notes and Add-on Notes are treated as a single class under the
Indenture.

AMENDED AND RESTATED CREDIT FACILITY

In connection with the Merger in 2002, the Company 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 (the
"Credit Facility"). On November 10, 2003, in connection with the Landis
Acquisition, the Credit Facility was amended and restated (the "Amended and
Restated Credit Facility"). The Amended and Restated Credit Facility provides
(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. On November 10,
2003, we used $325.9 million to refinance in full the balance outstanding under
our prior term loan in the Credit Facility. The remaining $4.1 million was used
to fund a portion of the purchase price for the Landis Acquisition. The $50.0
million delayed draw facility was drawn on November 20, 2003 to fund a portion
of the purchase price for the Landis Acquisition. The maturity date of the term
loan and delayed draw term loan is July 22, 2010, and the maturity date of the
revolving credit facility is July 22, 2008. The indebtedness under the Amended
and Restated Credit Facility is guaranteed by BPC Holding and all of its
domestic subsidiaries. The obligations of Berry Plastics under the Amended and
Restated Credit Facility and the guarantees thereof are secured by substantially
all of the assets of such entities. At December 27, 2003, there were no
borrowings outstanding on the revolving credit facility. The revolving credit
facility allows up to $25.0 million of letters of credit to be issued instead of
borrowings under the revolving credit facility and up to $10.0 million of
swingline loans.

The Amended and Restated Credit Facility contains significant financial and
operating covenants, including prohibitions on the ability to incur certain
additional indebtedness or to pay dividends, and restrictions on the ability to
make capital expenditures. The Amended and Restated Credit Facility also
contains borrowing conditions and customary events of default, including
nonpayment of principal or interest, violation of covenants, inaccuracy of
representations and warranties, cross-defaults to other indebtedness, bankruptcy
and other insolvency

                                       F-18
events (other than in the case of certain foreign subsidiaries). The Company was
in compliance with all the financial and operating covenants at December 27,
2003. The term loan amortizes quarterly as follows: $825,000 each quarter
through June 30, 2009 and $77,756,250 each quarter beginning September 30, 2009
and ending June 30, 2010. The delayed draw term loan facility will amortize
$125,000 each quarter beginning September 30, 2004 through June 30, 2009 and
$11,875,000 each quarter beginning September 30, 2009 and ending June 30, 2010.

Borrowings under the Amended and Restated Credit Facility bear interest, at the
Company's option, at either (i) a base rate (equal to the greater of the prime
rate and the federal funds rate plus 0.5%) plus the applicable margin (the "Base
Rate Loans") or (ii) an adjusted eurodollar LIBOR (adjusted for reserves) plus
the applicable margin (the "Eurodollar Rate Loans"). With respect to the term
loan and delayed draw term loan, the "applicable margin" is (i) with respect to
Base Rate Loans, 1.50% per annum and (ii) with respect to Eurodollar Rate Loans,
2.50% per annum (3.7% at December 27, 2003 and 4.6% at December 28, 2002). With
respect to the revolving credit facility, the "applicable margin" is subject to
a pricing grid which ranges from 2.75% per annum to 2.00% per annum, depending
on the leverage ratio (2.75% based on results through December 27, 2003). 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. In October
2002, Berry entered into an interest rate collar arrangement to protect $50.0
million of the outstanding variable rate term loan debt from future interest
rate volatility. The collar floor is set at 1.97% LIBOR (London Interbank
Offering Rate) and capped at 6.75% LIBOR. The agreement was effective January
15, 2003. At December 27, 2003 and December 28, 2002, shareholders' equity has
been reduced by $0.5 million and $0.6 million, respectively, to adjust the
agreement to fair market value. At December 27, 2003, the Company had unused
borrowing capacity under the Amended and Restated Credit Facility's revolving
line of credit of $92.6 million.

NEVADA INDUSTRIAL REVENUE BONDS

The Nevada Industrial Revenue Bonds bear interest at a variable rate (1.3% at
December 27, 2003 and 1.7% at December 28, 2002), require annual principal
payments of $0.5 million on April 1, are collateralized by irrevocable letters
of credit issued under the Amended and Restated Credit Facility and mature in
April 2007.

HOLDING 12.50% SENIOR SECURED NOTES (PREDECESSOR)

On June 18, 1996, Holding issued 12.50% Senior Secured Notes due 2006 for net
proceeds, after expenses, of approximately $100.2 million. These notes were
exchanged in October 1996 for the 12.50% Series B Senior Secured Notes due 2006
(the "1996 Notes"). In addition, from December 15, 1999 until June 15, 2001,
Holding paid interest, at an increased rate of 0.75% per annum, in additional
1996 Notes valued at 100% of the principal amount thereof. Holding issued an
additional approximately $30.7 million ($8.4 million in 2001 and $15.3 million
in 2000) aggregate principal amount of 1996 Notes in satisfaction of its
interest obligation. The 1996 Notes were retired in connection with the Merger
and the associated premium for early retirement and net deferred financing fees
were expensed in 2002.

BERRY 12.25% SENIOR SUBORDINATED NOTES (PREDECESSOR)

On April 21, 1994, Berry completed an offering of 100,000 units consisting of
$100.0 million aggregate principal amount of 12.25% Berry Plastics Corporation
Senior Subordinated Notes, due 2004 (the "1994 Notes") and 100,000 warrants to
purchase 1.13237 shares of the

                                       F-19
Predecessor's common stock. The net proceeds to Berry from the sale of the 1994
Notes, after expenses, were $93.0 million. On August 24, 1998, Berry completed
an additional offering of $25.0 million aggregate principal amount of 12.25%
Series B Senior Subordinated Notes due 2004 (the "1998 Notes"). The net proceeds
to Berry from the sale of the 1998 Notes, after expenses, were $25.2 million.
The 1994 Notes and 1998 Notes were retired in connection with the Merger and the
associated premium paid and net deferred financing fees were expensed in 2002.

BERRY 11% SENIOR SUBORDINATED NOTES (PREDECESSOR)

On July 6, 1999, Berry completed an offering of $75.0 million aggregate
principal amount of 11% Berry Plastics Corporation Senior Subordinated Notes,
due 2007 (the "1999 Notes"). The net proceeds to Berry from the sale of the 1999
Notes, after expenses, were $72.0 million. The 1999 Notes were retired in
connection with the Merger and the associated premium for early retirement and
net deferred financing fees were expensed in 2002.

RETIRED CREDIT FACILITY (PREDECESSOR)

The Company had a financing and security agreement (the "Retired Financing
Agreement") with a syndicate of lenders led by Bank of America for a senior
secured credit facility (the "Retired Credit Facility"). As of December 29,
2001, the Retired Credit Facility provided the Company with (i) an $80.0 million
revolving line of credit, subject to a borrowing base formula, (ii) a $2.2
million (using the December 29, 2001 exchange rate) revolving line of credit
denominated in British Sterling in the U.K., subject to a separate borrowing
base formula, (iii) a $52.6 million term loan facility, (iv) a $2.0 million
(using the December 29, 2001 exchange rate) term loan facility denominated in
British Sterling in the U.K. and (v) a $3.2 million standby letter of credit
facility to support the Company's and its subsidiaries' obligations under the
Nevada Bonds. The Retired Credit Facility was extinguished in connection with
the Merger and the associated net deferred financing fees were expensed in 2002.

SECOND LIEN SENIOR CREDIT FACILITY (PREDECESSOR)

On July 17, 2000, Berry obtained a second lien senior credit facility from
General Electric Capital Corporation for an aggregate principal amount of $25.0
million (the "Second Lien Senior Facility"), resulting in net proceeds of $24.3
million after fees and expenses. The Second Lien Credit Facility was
extinguished in connection with the Merger and the associated net deferred
financing fees were expensed in 2002.

OTHER

Future maturities of long-term debt at December 27, 2003 are as follows:
-----------------------------------------------------------------------
2004........................................................   $  9,339
2005........................................................      9,552
2006........................................................      6,788
2007........................................................      6,946
2008........................................................      9,420
Thereafter..................................................    699,507
-----------------------------------------------------------------------
F-20
Interest paid was $40,040, $40,883, and $44,171, for 2003, 2002, and 2001,
respectively. Interest capitalized was $860, $844, and $589, for 2003, 2002, and
2001, respectively.

NOTE 7. LEASE AND OTHER COMMITMENTS

Certain property and equipment are leased using capital and operating leases. In
2003 and 2002, Berry entered into various capital lease obligations with no
immediate cash flow effect resulting in capitalized property and equipment of
$1,717 and $21,169, respectively. Total capitalized lease property consists of
manufacturing equipment and a building with a cost of $34,465 and $32,462 and
related accumulated amortization of $9,791 and $4,247 at December 27, 2003 and
December 28, 2002, respectively. Capital lease amortization is included in
depreciation expense. Total rental expense from operating leases was
approximately $11,216, $9,761, and $8,292 for 2003, 2002, and 2001,
respectively.

Future minimum lease payments for capital leases and noncancellable operating
leases with initial terms in excess of one year are as follows:
-----------------------------------------------------------------------------------------------
                                                                           AT DECEMBER 27, 2003
                                                              ---------------------------------
                                                              CAPITAL LEASES   OPERATING LEASES
-----------------------------------------------------------------------------------------------
2004........................................................  $        6,184   $         12,223
2005........................................................           6,629             10,906
2006........................................................           2,705              9,165
2007........................................................           2,657              6,972
2008........................................................           3,784              6,184
Thereafter..................................................           4,905             52,154
                                                              ---------------------------------
                                                                      26,864   $         97,604
                                                                               ----------------
   Less: amount representing interest.......................          (2,654)
                                                              --------------
   Present value of net minimum lease payments..............  $       24,210
-----------------------------------------------------------------------------------------------
The Company is party to various legal proceedings involving routine claims which
are incidental to its business. Although the Company's legal and financial
liability with respect to such proceedings cannot be estimated with certainty,
the Company believes that any ultimate liability would not be material to our
financial condition.

NOTE 8. INCOME TAXES

For financial reporting purposes, income (loss) before income taxes, by tax
jurisdiction, is comprised of the following:
----------------------------------------------------------------------------------------------
                                                COMPANY                    PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
                                           2003        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
United States........................  $     29,556   $     7,331   $   (33,415)  $      5,046
Foreign..............................        (4,022)       (1,199)       (2,035)        (6,407)
                                       -------------------------------------------------------
                                       $     25,534   $     6,132   $   (35,450)  $     (1,361)
----------------------------------------------------------------------------------------------
F-21
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred tax assets and liabilities are as follows:
-----------------------------------------------------------------------------------------
                                                              DECEMBER 27,   DECEMBER 28,
                                                                  2003           2002
-----------------------------------------------------------------------------------------
Deferred tax assets:
   Allowance for doubtful accounts..........................  $        637   $        583
   Inventory................................................         1,390          1,517
   Compensation and benefit accruals........................         3,119          2,753
   Insurance reserves.......................................           679            637
   Net operating loss carryforwards.........................        29,546         33,985
   Alternative minimum tax (AMT) credit carryforwards.......         3,457          3,055
   Other....................................................         1,601            875
                                                              ---------------------------
      Total deferred tax assets.............................        40,429         43,405
   Valuation allowance......................................       (16,911)       (28,687)
                                                              ---------------------------
      Deferred tax assets, net of valuation allowance.......        23,518         14,718
Deferred tax liabilities:
   Property and equipment...................................        24,239         15,358
                                                              ---------------------------
Net deferred tax liability..................................  $       (721)  $       (640)
-----------------------------------------------------------------------------------------
Income tax expense (benefit) consists of the following:
----------------------------------------------------------------------------------------------
                                                COMPANY                    PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
                                           2003        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
Current:
   Federal...........................  $        402   $         -   $         -   $        154
   Foreign...........................            61            26           375            125
   State.............................           232           217           (30)           455
Deferred:
   Federal...........................         8,608         2,280             -              -
   Foreign...........................             -             -             -              -
   State.............................         3,183           430             -              -
                                       -------------------------------------------------------
Income tax expense...................  $     12,486   $     2,953   $       345   $        734
----------------------------------------------------------------------------------------------
Holding has unused operating loss carryforwards of approximately $76.0 million
for federal and state income tax purposes which begin to expire in 2012. AMT
credit carryforwards are available to Holding indefinitely to reduce future
years' federal income taxes. As a result of the Merger, the amount of the
carryforward which can be used in any given year will be limited to
approximately $12.9 million.

                                       F-22
Income taxes paid during 2003, 2002, and 2001 approximated $484, $531, and $314,
respectively.

A reconciliation of income tax expense (benefit), computed at the federal
statutory rate, to income tax expense (benefit), as provided for in the
financial statements, is as follows:
----------------------------------------------------------------------------------------------
                                                COMPANY                    PREDECESSOR
                                       --------------------------   --------------------------
                                        YEAR ENDED    PERIOD FROM   PERIOD FROM    YEAR ENDED
                                       DECEMBER 27,    7/22/02-      12/30/01-    DECEMBER 29,
                                           2003        12/28/02       7/21/02         2001
----------------------------------------------------------------------------------------------
Income tax expense (benefit)
   computed at statutory rate........  $      8,721   $     2,081   $   (12,170)  $       (463)
State income tax expense (benefit),
   net of federal taxes..............         2,220           434        (1,035)           795
Amortization of goodwill.............             -             -             -          2,399
Expenses not deductible for income
   tax purposes......................           160            60         3,823             36
Change in valuation allowance........         1,285             -         9,160         (2,978)
Other................................           100           378           567            945
                                       -------------------------------------------------------
Income tax expense...................  $     12,486   $     2,953   $       345   $        734
----------------------------------------------------------------------------------------------
NOTE 9. EMPLOYEE RETIREMENT PLANS

Berry sponsors a defined contribution 401(k) retirement plan covering
substantially all employees. Contributions are based upon a fixed dollar amount
for employees who participate and percentages of employee contributions at
specified thresholds. Contribution expense for this plan was approximately
$1,408, $1,462, and $1,349, for 2003, 2002, and 2001, respectively. The Company
also maintains a defined benefit pension plan covering the Poly-Seal employees
under a collective bargaining agreement. At December 27, 2003 and December 28,
2002, stockholders' equity has been reduced by $550 and $394, respectively, as a
result of recording the minimum pension liability.

NOTE 10. STOCKHOLDERS' EQUITY

COMMON AND PREFERRED STOCK

On July 22, 2002, GS Berry Acquisition Corp., (the "Buyer") a newly formed
entity controlled by various private equity funds affiliated with Goldman, Sachs
& Co., merged (the "Merger") 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
Merger, (i) each share of common stock of BPC Holding Corporation issued and
outstanding immediately prior to the effective time of the Merger was converted
into the right to receive cash pursuant to the terms of the merger agreement,
and (ii) each share of common stock of the Buyer issued and outstanding
immediately prior to the effective time of the Merger was converted into one
share of common stock of BPC Holding.

NOTES RECEIVABLE FROM MANAGEMENT

In connection with the Merger, certain senior employees of BPC Holding acquired
shares of BPC Holding Common Stock pursuant to an employee stock purchase
program. Such employees paid

                                       F-23
for these shares with any combination of (i) shares of BPC Holding common stock
that they held prior to the Merger; (ii) their cash transaction bonus, if any;
and (iii) a promissory note. In addition, BPC Holding 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. 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. The promissory
notes are secured by the shares purchased and such notes accrue interest which
compounds semi-annually at rates ranging from 4.97% to 5.50% per year. 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 employee's
termination of employment due to death, "disability", "redundancy" (as such
terms are defined in the 2002 Option Plan) or retirement, or (iii) the thirtieth
day following such employee's termination of employment for any other reason. As
of December 27, 2003 and December 28, 2002, the Company had $14,157 and $14,399,
respectively, in outstanding notes receivable (principal and interest), which
has been classified as a reduction to stockholders' equity in the consolidated
balance sheet, due from employees under this program.

STOCK OPTION PLANS

BPC Holding maintains the Amended and Restated BPC Holding Corporation 1996
Stock Option Plan ("1996 Option Plan") pursuant to which nonqualified options to
purchase 137,980 shares are outstanding. All outstanding options under the 1996
Option Plan are scheduled to expire on 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 prior to
the Merger.

BPC Holding has adopted a new employee stock option plan ("2002 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 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.

Financial Accounting Standards Board Statement 123, Accounting for Stock-Based
Compensation ("Statement 123"), prescribes accounting and reporting standards
for all stock-based compensation plans. Statement 123 provides that companies
may elect to continue using existing accounting requirements for stock-based
awards or may adopt a new fair value method to determine their intrinsic value.
Holding has elected to continue following Accounting Principles Board Opinion
No. 25, Accounting For Stock Issued to Employees ("APB 25") to account for its
employee stock options. Under APB 25, because the exercise price

                                       F-24
of Holding's employee stock options equals the market price of the underlying
stock on the date of grant, no compensation expense is recognized at the grant
date.

Information related to the 1996 Option Plan and 2002 Option Plan is as follows:
-----------------------------------------------------------------------------------------------------------------
                              COMPANY                COMPANY              PREDECESSOR            PREDECESSOR
                        --------------------   --------------------   --------------------   --------------------
                         DECEMBER 27, 2003      DECEMBER 28, 2002        JULY 21, 2002        DECEMBER 29, 2001
                        --------------------   --------------------   --------------------   --------------------
                                    WEIGHTED               WEIGHTED               WEIGHTED               WEIGHTED
                                    AVERAGE                AVERAGE                AVERAGE                AVERAGE
                        NUMBER OF   EXERCISE   NUMBER OF   EXERCISE   NUMBER OF   EXERCISE   NUMBER OF   EXERCISE
                         SHARES      PRICE      SHARES      PRICE      SHARES      PRICE      SHARES      PRICE
-----------------------------------------------------------------------------------------------------------------
Options outstanding,
   beginning of
   period.............    545,684   $     86      48,218   $    157      60,420       $132      60,774       $132
Options converted.....          -          -     102,329       (107)          -          -           -          -
Options granted.......     38,713        100     395,137        100      15,345        277      10,975        226
Options exercised.....     (9,757)        57           -          -     (18,134)       177      (2,713)       107
Options canceled......    (43,978)       101           -          -      (9,413)       389      (8,616)       116
                        -----------------------------------------------------------------------------------------
Options outstanding,
   end of period......    530,662         94     545,684         86      48,218        157      60,420        155
                        -----------------------------------------------------------------------------------------
Option price range at
   end of period......              $32-$124               $32-$100              $100-$226              $100-$226
Options exercisable at
   end of period......               203,326                120,448                 38,573                 39,487
Options available for
   grant at period
   end................                22,588                 42,429                      0                 13,487
Weighted average fair
   value of options
   granted during
   period.............                   $28                    $30                    $30                    $34
-----------------------------------------------------------------------------------------------------------------
The following table summarizes information about the options outstanding at
December 27, 2003:
-------------------------------------------------------------------------------------------------
   RANGE OF                               WEIGHTED AVERAGE                           NUMBER
   EXERCISE        NUMBER OUTSTANDING        REMAINING       WEIGHTED AVERAGE    EXERCISABLE AT
    PRICES        AT DECEMBER 27, 2003    CONTRACTUAL LIFE    EXERCISE PRICE    DECEMBER 27, 2003
-------------------------------------------------------------------------------------------------
$32-$72                        137,980             9 years   $             49             116,582
$100                           227,450             9 years   $            100              37,174
$124                           165,232             9 years   $            124              49,570
-------------------------------------------------------------------------------------------------
                               530,662                                                    203,326
-------------------------------------------------------------------------------------------------
STOCKHOLDERS AGREEMENTS

In connection with the Merger, Holding entered into a stockholders' agreement
with GSCP 2000 and other private equity funds affiliated with Goldman, Sachs &
Co., which in the aggregate own a majority of the common stock, and J.P. Morgan
Partners Global Investors, L.P. and other private equity funds affiliated with
J.P. Morgan Securities Inc., which own approximately 28% of the common stock.
GSCP 2000 and other private equity funds affiliated

                                       F-25
with Goldman, Sachs & Co., have the right to designate five members of the board
of directors, one of which shall be a member of 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 the board
of directors, one of which will be designated by J.P. Morgan Partners Global
Investors, L.P. The stockholders' agreement contains customary terms including
terms regarding transfer restrictions, rights of first offer, tag along rights,
drag along rights, preemptive rights and veto rights.

NOTE 11. RELATED PARTY TRANSACTIONS

Prior to the Merger, Atlantic Equity Partners International II, L.P.
("International") was our largest voting stockholder and International engaged
First Atlantic Capital, Ltd. ("First Atlantic") to provide certain financial and
management consulting services to the Company. Pursuant to a management
agreement, First Atlantic received advisory fees of approximately $250, and $139
in June 2001 and March 2001, respectively, for originating, structuring and
negotiating the acquisitions of Pescor and Capsol, respectively. In
consideration of financial advisory and management consulting services, the
Company paid First Atlantic fees and expenses of $385 and $756 for fiscal 2002
and 2001, respectively. In consideration of services performed in connection
with the Merger, the Company paid First Atlantic fees and expenses of $1,786 in
July 2002.

In connection with the Merger, the Company paid $8.0 million to entities
affiliated with Goldman, Sachs & Co. and $5.2 million to J.P. Morgan Securities
Inc., an affiliate of J.P. Morgan Chase & Co., for advisory and other services.
Goldman Sachs and J.P. Morgan acted as joint book-running managers in the
issuance of the 2002 Notes and received fees of approximately $4.4 million and
$3.2 million, respectively, for services performed. Goldman Sachs Credit
Partners, L.P., an affiliate of Goldman Sachs, acted as the administrative
agent, joint lead arranger and joint bookrunner for the Credit Facility and
received fees of $3.6 million in July 2002 for services provided. JP Morgan
Chase Bank, an affiliate of J.P. Morgan, acted as the joint lead arranger and
joint bookrunner for the Credit Facility for consideration of approximately
$3.6. million. In October 2002, the Company entered into an interest rate collar
agreement with Goldman Sachs Capital Markets to protect $50.0 million of the
outstanding variable rate term loan debt from future interest rate volatility.
The collar floor is set at 1.97% LIBOR and capped at 6.75% LIBOR.

In connection with the Landis Acquisition, the Company paid $1.7 million to
entities affiliated with Goldman, Sachs & Co. and $0.8 million to J.P. Morgan
Securities Inc., an affiliate of J.P. Morgan Chase & Co., for advisory and other
services. Goldman Sachs and J.P. Morgan acted as joint book-running managers in
the issuance of the Add-on Notes and received fees of approximately $1.0 million
and $1.0 million, respectively, for services performed. Goldman Sachs Credit
Partners, L.P., an affiliate of Goldman Sachs, acted as the administrative
agent, joint lead arranger and joint bookrunner for the Amended and Restated
Credit Facility and received fees of $0.5 million in July 2002 for services
provided. JP Morgan Chase Bank, an affiliate of J.P. Morgan, acted as the joint
lead arranger and joint bookrunner for the Amended and Restated Credit Facility
for consideration of approximately $0.5 million.

NOTE 12. FAIR VALUE OF FINANCIAL INSTRUMENTS INFORMATION

Holding's and the Company's financial instruments generally consist of cash and
cash equivalents and long-term debt. The carrying amounts of Holding's and the
Company's

                                       F-26
financial instruments approximate fair value at December 27, 2003, except for
the 2002 Notes and Add-on Notes for which the fair value exceeded the carrying
value by $39.4 million.

NOTE 13. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The accumulated balances related to each component of the other comprehensive
income (loss) consist of the following:
-----------------------------------------------------------------------------------------
                                                              DECEMBER 27,   DECEMBER 28,
                                                                  2003           2002
-----------------------------------------------------------------------------------------
Currency translation........................................  $      5,736   $      2,091
Minimum pension liability adjustment........................          (550)          (394)
Unrealized loss on interest rate collar.....................          (487)          (555)
                                                              ---------------------------
                                                              $      4,699   $      1,142
-----------------------------------------------------------------------------------------
NOTE 14. OPERATING SEGMENTS

The Company has three reportable segments: containers, closures, and consumer
products. The Company evaluates performance and allocates resources based on
operating income before depreciation and amortization of intangibles adjusted to
exclude (1) Merger expenses, (2) uncompleted acquisition expense, (3)
acquisition integration expense, (4) plant shutdown expense, (5) non-cash
compensation, and (6) management fees and reimbursed expenses paid to First
Atlantic ("Adjusted EBITDA"). The accounting policies of the reportable segments
are the same as those described in the summary of significant accounting
policies.

                                       F-27
---------------------------------------------------------------------------------------------
                                                                                   YEAR ENDED
                                                   ------------------------------------------
                                                                      COMPANY/
                                                        COMPANY    PREDECESSOR    PREDECESSOR
                                                   ------------   ------------   ------------
                                                   DECEMBER 27,   DECEMBER 28,   DECEMBER 29,
                                                       2003           2002           2001
---------------------------------------------------------------------------------------------
Net sales:
   Containers....................................  $    288,481   $    250,423   $    234,441
   Closures......................................       147,297        133,892        132,384
   Consumer Products.............................       116,098        109,988         94,834
Adjusted EBITDA:
   Containers....................................        71,027         67,079         63,997
   Closures......................................        30,228         30,555         28,444
   Consumer Products.............................        17,582         16,773         18,411
Total assets:
   Containers....................................       605,879        359,635        204,001
   Closures......................................       237,848        229,962        158,009
   Consumer Products.............................       172,079        170,979         84,866
Goodwill, net:
   Containers....................................       212,394        170,892         61,048
   Closures......................................        85,756         87,066         39,682
   Consumer Products.............................        78,619         78,302         19,193
Reconciliation of Adjusted EBITDA to income
   (loss) before income taxes:
   Adjusted EBITDA for reportable segments.......  $    118,837   $    114,407   $    110,718
   Net interest expense..........................       (45,413)       (49,254)       (54,355)
   Depreciation..................................       (40,752)       (39,557)       (38,105)
   Amortization..................................        (3,326)        (2,408)       (12,802)
   Gain (loss) on disposal of property and
      equipment..................................             7           (299)          (473)
   Merger expenses...............................             -        (20,987)             -
   Loss on extinguished debt.....................          (250)       (25,328)          (134)
   Uncompleted acquisition expense...............        (1,041)          (216)             -
   Acquisition integration expense...............        (1,424)        (1,353)        (2,690)
   Plant shutdown expense........................        (1,104)        (3,992)        (2,221)
   Non-cash compensation.........................             -              -           (796)
   Management fees...............................             -           (331)          (637)
                                                   ------------------------------------------
   Income (loss) before income taxes.............  $     25,534   $    (29,318)  $     (1,361)
---------------------------------------------------------------------------------------------
F-28
NOTE 15. CONDENSED CONSOLIDATING FINANCIAL INFORMATION (IN THOUSANDS)

Holding conducts its business through its wholly owned subsidiary, Berry.
Holding and all of Berry's domestic subsidiaries fully, jointly, severally, and
unconditionally guarantee on a senior subordinated basis the 2002 Notes and
Add-on Notes issued by Berry. Berry and all of Berry's subsidiaries are 100%
owned by Holding. Separate narrative information or financial statements of
guarantor subsidiaries have not been included as management believes they would
not be material to investors. Presented below is condensed consolidating
financial information for Holding, Berry, and its subsidiaries at December 27,
2003 and December 28, 2002 and for the fiscal years ended December 27, 2003,
December 28, 2002, and December 29, 2001. The equity method has been used with
respect to investments in subsidiaries.
-----------------------------------------------------------------------------------------------------------------
                                                                                                DECEMBER 27, 2003
                       ------------------------------------------------------------------------------------------
                       BPC HOLDING   BERRY PLASTICS     COMBINED       COMBINED
                       CORPORATION    CORPORATION      GUARANTOR     NON-GUARANTOR   CONSOLIDATING
                        (PARENT)        (ISSUER)      SUBSIDIARIES   SUBSIDIARIES     ADJUSTMENTS    CONSOLIDATED
-----------------------------------------------------------------------------------------------------------------
CONSOLIDATING BALANCE
   SHEETS
Current assets.......  $         -   $       67,631   $    121,605   $      13,844   $           -    $  203,080
Net property and
   equipment.........            -           70,873        191,960          20,144               -       282,977
Other noncurrent
   assets............      152,591          855,627        370,199          12,075        (860,743)      529,749
                       ------------------------------------------------------------------------------------------
Total assets.........  $   152,591   $      994,131   $    683,764   $      46,063   $    (860,743)   $1,015,806
                       ------------------------------------------------------------------------------------------
Current
   liabilities.......  $         -   $       53,245   $     53,408   $       8,856   $           -    $  115,509
Noncurrent
   liabilities.......            -          788,295        674,851          28,790        (744,230)      747,706
Equity (deficit).....      152,591          152,591        (44,495)          8,417        (116,513)      152,591
                       ------------------------------------------------------------------------------------------
Total liabilities and
   equity
   (deficit).........  $   152,591   $      994,131   $    683,764   $      46,063   $    (860,743)   $1,015,806
-----------------------------------------------------------------------------------------------------------------
F-29
-----------------------------------------------------------------------------------------------------------------
                                                           DECEMBER 28, 2002
                       ------------------------------------------------------------------------------------------
                       BPC HOLDING   BERRY PLASTICS     COMBINED       COMBINED
                       CORPORATION    CORPORATION      GUARANTOR     NON-GUARANTOR   CONSOLIDATING
                        (PARENT)        (ISSUER)      SUBSIDIARIES   SUBSIDIARIES     ADJUSTMENTS    CONSOLIDATED
-----------------------------------------------------------------------------------------------------------------
CONSOLIDATING BALANCE
   SHEETS
Current assets.......  $         1   $       58,995   $     73,940   $      11,192   $           -   $    144,128
Net property and
   equipment.........            -           68,431        108,567          16,134               -        193,132
Other noncurrent
   assets............       74,021          650,613        314,099          11,129        (626,546)       423,316
                       ------------------------------------------------------------------------------------------
Total assets.........  $    74,022   $      778,039   $    496,606   $      38,455   $    (626,546)  $    760,576
                       ------------------------------------------------------------------------------------------
Current
   liabilities.......  $         -   $       52,111   $     21,142   $       6,674   $           -   $     79,927
Noncurrent
   liabilities.......       (1,141)         600,539        449,814          22,925        (466,651)       605,486
Equity (deficit).....       75,163          125,389         25,650           8,856        (159,895)        75,163
                       ------------------------------------------------------------------------------------------
Total liabilities and
   equity
   (deficit).........  $    74,022   $      778,039   $    496,606   $      38,455   $    (626,546)  $    760,576
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
                                                 YEAR ENDED DECEMBER 27, 2003 (COMPANY)
                       ------------------------------------------------------------------------------------------
                       BPC HOLDING   BERRY PLASTICS     COMBINED       COMBINED
                       CORPORATION    CORPORATION      GUARANTOR     NON-GUARANTOR   CONSOLIDATING
                        (PARENT)        (ISSUER)      SUBSIDIARIES   SUBSIDIARIES     ADJUSTMENTS    CONSOLIDATED
-----------------------------------------------------------------------------------------------------------------
CONSOLIDATING
   STATEMENTS OF
   OPERATIONS
Net sales............  $         -   $      200,886   $    328,984   $      22,006   $           -   $    551,876
Cost of goods sold...            -          140,139        259,720          20,891               -        420,750
                       ------------------------------------------------------------------------------------------
Gross profit.........            -           60,747         69,264           1,115               -        131,126
Operating expenses...      (25,840)          34,536         47,545           3,695               -         59,936
                       ------------------------------------------------------------------------------------------
Operating income
   (loss)............       25,840           26,211         21,719          (2,580)              -         71,190
Other expenses
   (income)..........            -                -             (7)              -               -             (7)
Interest expense
   (income), net.....         (763)            (592)        45,326           1,442               -         45,413
Loss on extinguished
   debt..............            -              250              -               -               -            250
Income taxes
   (benefit).........           27           12,388             10              61               -         12,486
Equity in net
   (income) loss from
   subsidiary........       13,528           27,693          4,083               -         (45,304)             -
                       ------------------------------------------------------------------------------------------
Net income (loss)....  $    13,048   $      (13,528)  $    (27,693)  $      (4,083)  $      45,304   $     13,048
-----------------------------------------------------------------------------------------------------------------
F-30
-----------------------------------------------------------------------------------------------------------------
                                                 YEAR ENDED DECEMBER 27, 2003 (COMPANY)
                       ------------------------------------------------------------------------------------------
                       BPC HOLDING   BERRY PLASTICS     COMBINED       COMBINED
                       CORPORATION    CORPORATION      GUARANTOR     NON-GUARANTOR   CONSOLIDATING
                        (PARENT)        (ISSUER)      SUBSIDIARIES   SUBSIDIARIES     ADJUSTMENTS    CONSOLIDATED
-----------------------------------------------------------------------------------------------------------------
CONSOLIDATING
   STATEMENTS OF CASH
   FLOWS
Net income (loss)....  $    13,048   $      (13,528)  $    (27,693)  $      (4,083)  $      45,304   $     13,048
Non-cash expenses....            -           26,817         28,136           3,227               -         58,180
Equity in net
   (income) loss from
   subsidiary........       13,528           27,693          4,083               -         (45,304)             -
Changes in working
   capital...........         (758)           1,159          7,463             681               -          8,545
                       ------------------------------------------------------------------------------------------
Net cash provided by
   (used for)
   operating
   activities........       25,818           42,141         11,989            (175)              -         79,773
Net cash used for
   investing
   activities........            -         (244,511)       (16,474)         (4,667)              -       (265,652)
Net cash provided by
   financing
   activities........      (25,819)         211,499          5,891           5,250               -        196,821
Effect on exchange
   rate changes on
   cash..............            -                -              -            (363)              -           (363)
                       -----------   --------------   ------------   -------------   -------------   ------------
Net increase
   (decrease) in cash
   and cash
   equivalents.......           (1)           9,129          1,406              45               -         10,579
Cash and cash
   equivalents at
   beginning of
   year..............            1           15,157            264             191               -         15,613
                       ------------------------------------------------------------------------------------------
Cash and cash
   equivalents at end
   of year...........  $         -   $       24,286   $      1,670   $         236   $           -   $     26,192
-----------------------------------------------------------------------------------------------------------------
F-31
-----------------------------------------------------------------------------------------------------------------------
                                                                     YEAR ENDED DECEMBER 28, 2002 (COMPANY/PREDECESSOR)
                             ------------------------------------------------------------------------------------------
                             BPC HOLDING   BERRY PLASTICS     COMBINED       COMBINED
                             CORPORATION    CORPORATION      GUARANTOR     NON-GUARANTOR   CONSOLIDATING
                              (PARENT)        (ISSUER)      SUBSIDIARIES   SUBSIDIARIES     ADJUSTMENTS    CONSOLIDATED
-----------------------------------------------------------------------------------------------------------------------
CONSOLIDATING STATEMENTS OF
   OPERATIONS
Net sales..................  $         -   $      173,570   $    300,149   $      20,584   $           -   $    494,303
Cost of goods sold.........            -          116,354        236,169          18,750               -        371,273
                             ------------------------------------------------------------------------------------------
Gross profit...............            -           57,216         63,980           1,834               -        123,030
Operating expenses.........        1,920           27,857         44,894           2,796               -         77,467
                             ------------------------------------------------------------------------------------------
Operating income (loss)....       (1,920)          29,359         19,086            (962)              -         45,563
Other expenses.............            -              145            249             (95)              -            299
Interest expense, net......        9,443            3,172         34,481           2,158               -         49,254
Loss on extinguished debt..        9,282            6,339          9,498             209               -         25,328
Income taxes (benefit).....       (8,234)          11,016            115             401               -          3,298
Equity in net (income) loss
   from subsidiary.........       20,205           28,892          3,635               -         (52,732)             -
                             ------------------------------------------------------------------------------------------
Net income (loss)..........  $   (32,616)  $      (20,205)  $    (28,892)  $      (3,635)  $      52,732   $    (32,616)
                             ------------------------------------------------------------------------------------------
CONSOLIDATING STATEMENTS OF
   CASH FLOWS
Net income (loss)..........  $   (32,616)  $      (20,205)  $    (28,892)  $      (3,635)  $      52,732   $    (32,616)
Non-cash expenses..........       11,451           23,799         36,178           3,270               -         74,698
Equity in net (income) loss
   from subsidiary.........       20,205           28,892          3,635               -         (52,732)             -
Changes in working
   capital.................         (320)          (6,290)        (7,557)         (1,275)              -        (15,442)
                             ------------------------------------------------------------------------------------------
Net cash provided by (used
   for) operating
   activities..............       (1,280)          26,196          3,364          (1,640)              -         26,640
Net cash used for investing
   activities..............            -          (18,023)       (25,704)         (1,171)              -        (44,898)
Net cash provided by (used
   for) financing
   activities..............          841            6,863         22,194           2,483               -         32,381
Effect on exchange rate
   changes on cash.........            -                -              -             258               -            258
                             ------------------------------------------------------------------------------------------
Net increase (decrease) in
   cash and cash
   equivalents.............         (439)          15,036           (146)            (70)              -         14,381
Cash and cash equivalents
   at beginning of year....          440              121            410             261               -          1,232
                             ------------------------------------------------------------------------------------------
Cash and cash equivalents
   at end of year..........  $         1   $       15,157   $        264   $         191   $           -   $     15,613
-----------------------------------------------------------------------------------------------------------------------
F-32
-----------------------------------------------------------------------------------------------------------------------
                                                                             YEAR ENDED DECEMBER 29, 2001 (PREDECESSOR)
                             ------------------------------------------------------------------------------------------
                             BPC HOLDING   BERRY PLASTICS     COMBINED       COMBINED
                             CORPORATION    CORPORATION      GUARANTOR     NON-GUARANTOR   CONSOLIDATING
                              (PARENT)        (ISSUER)      SUBSIDIARIES   SUBSIDIARIES     ADJUSTMENTS    CONSOLIDATED
-----------------------------------------------------------------------------------------------------------------------
CONSOLIDATING STATEMENTS OF
   OPERATIONS
Net sales..................  $         -   $      159,783   $    279,533   $      22,343   $           -   $    461,659
Cost of goods sold.........            -          103,867        213,355          20,778               -        338,000
                             ------------------------------------------------------------------------------------------
Gross profit...............            -           55,916         66,178           1,565               -        123,659
Operating expenses.........          924           23,113         40,889           5,266               -         70,192
                             ------------------------------------------------------------------------------------------
Operating income (loss)....         (924)          32,803         25,289          (3,701)              -         53,467
Other expenses.............            -               46            481             (54)              -            473
Interest expense, net......       17,469            7,277         26,848           2,761               -         54,355
Income taxes (benefit).....       (8,307)           8,682            234             125               -            734
Equity in net (income) loss
   from subsidiary.........       (7,991)           8,807          6,533               -          (7,349)             -
                             ------------------------------------------------------------------------------------------
Net income (loss)..........  $    (2,095)  $        7,991   $     (8,807)  $      (6,533)  $       7,349   $     (2,095)
                             ------------------------------------------------------------------------------------------
CONSOLIDATING STATEMENTS OF
   CASH FLOWS
Net income (loss)..........  $    (2,095)  $        7,991   $     (8,807)  $      (6,533)  $       7,349   $     (2,095)
Non-cash expenses..........        9,775           16,146         33,072           4,451               -         63,444
Equity in net (income) loss
   from subsidiary.........       (7,991)           8,807          6,533               -          (7,349)             -
Changes in working
   capital.................          154            5,882        (11,258)         (1,779)              -         (7,001)
                             ------------------------------------------------------------------------------------------
Net cash provided by (used
   for) operating
   activities..............         (157)          38,826         19,540          (3,861)              -         54,348
Net cash used for investing
   activities..............            -          (30,688)       (22,395)         (3,207)              -        (56,290)
Net cash provided by (used
   for) financing
   activities..............          377           (9,199)         3,014           6,388               -            580
Effect on exchange rate
   changes on cash.........            -              540           (540)            540               -            540
                             ------------------------------------------------------------------------------------------
Net increase (decrease) in
   cash and cash
   equivalents.............          220             (521)          (381)           (140)              -           (822)
Cash and cash equivalents
   at beginning of year....          220              642            791             401               -          2,054
                             ------------------------------------------------------------------------------------------
Cash and cash equivalents
   at end of year..........  $       440   $          121   $        410   $         261   $           -   $      1,232
-----------------------------------------------------------------------------------------------------------------------
F-33
NOTE 16. QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table contains selected unaudited quarterly financial data for
fiscal years 2002 and 2001.
------------------------------------------------------------------------------------------------------------
                                                            2003                                        2002
                       -----------------------------------------   -----------------------------------------
                        FIRST      SECOND     THIRD      FOURTH     FIRST      SECOND     THIRD*     FOURTH
------------------------------------------------------------------------------------------------------------
Net sales............  $125,398   $146,851   $139,306   $140,321   $122,934   $127,989   $127,575   $115,805
Cost of sales........    94,321    112,055    106,845    107,529     90,299     94,974     97,492     88,508
                       -------------------------------------------------------------------------------------
Gross profit.........  $ 31,077   $ 34,796   $ 32,461   $ 32,792   $ 32,635   $ 33,015   $ 30,083   $ 27,297
                       -------------------------------------------------------------------------------------
Net income (loss)....  $  3,079   $  4,542   $  4,218   $  1,209   $  4,766   $  5,216   $(42,071)  $   (527)
------------------------------------------------------------------------------------------------------------
* For comparison purposes, the period from June 30, 2002 to July 21, 2002
(Predecessor) has been combined with the period from July 22, 2002 to September
28, 2002 (Company). Net loss in the third quarter of 2002 includes merger
expenses of $20,987 and loss on extinguished debt of $25,328 incurred in
connection with the Merger.

                                       F-34
INDEPENDENT AUDITOR'S REPORT

Board of Directors
Landis Plastics, Inc.

Gentlemen:

We have audited the accompanying balance sheets of Landis Plastics, Inc. (an
Illinois Corporation), as of December 31, 2002 and 2001, and the related
statements of income and retained earnings, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Landis Plastics, Inc., as of
December 31, 2002 and 2001, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.

/s/ Roche, Scholz, Roche & Walsh, Ltd.
February 14, 2003

                                       F-35
LANDIS PLASTICS, INC.

                                 BALANCE SHEETS
-----------------------------------------------------------------------------------------
DECEMBER 31, 2002 AND 2001                                        2002           2001
-----------------------------------------------------------------------------------------
ASSETS
Current assets:
   Cash and cash equivalents-unrestricted...................  $ 10,028,817   $  7,613,855
   Restricted cash for accrued EEOC settlements.............             -        707,493
                                                              ---------------------------
      Total cash and cash equivalents.......................    10,028,817      8,321,348
   Receivables:
      Trade accounts........................................    17,605,401     14,255,703
      Short-term notes......................................       133,698        105,924
      Current portion of long-term notes....................       631,935        348,752
   Inventory................................................    19,990,143     18,233,350
   Other current assets.....................................     2,401,038      1,873,065
                                                              ---------------------------
      Total current assets..................................    50,791,032     43,138,142
                                                              ---------------------------
Property, plant and equipment:
   Land and improvements....................................       848,776        848,776
   Buildings and improvements...............................    13,219,540     12,959,854
   Machinery and equipment..................................   156,996,769    150,903,651
   Less: accumulated depreciation...........................   (99,539,537)   (87,129,592)
                                                              ---------------------------
      Total property, plant and equipment, net..............    71,525,548     77,582,689
                                                              ---------------------------
Other assets:
   Long-term notes receivable, net of current portion.......     2,690,062      3,250,096
   Other receivables........................................       684,521        489,864
   Deposits.................................................     1,259,788      1,046,922
   Other assets.............................................       360,392        506,403
                                                              ---------------------------
      Total other assets....................................     4,994,763      5,293,285
                                                              ---------------------------
Total assets................................................  $127,311,343   $126,014,116
                                                              ---------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable.........................................  $  6,169,359   $  6,623,046
   Short-term borrowings....................................       746,762      1,546,586
   Current portion of long-term debt........................     2,200,000      2,200,000
   Customer deposits........................................       108,999        484,334
   Accrued payroll and vacation.............................     4,000,774      3,801,105
   Accrued property taxes...................................     1,241,500      1,196,500
   Other current liabilities................................     4,098,844      4,804,296
                                                              ---------------------------
      Total current liabilities.............................    18,566,238     20,655,867
                                                              ---------------------------
Long-term liabilities:
   Long-term debt, net of current portion...................    32,036,504     35,636,504
   Other long-term liabilities..............................        83,195              -
                                                              ---------------------------
  Total long-term liabilities...............................    32,119,699     35,636,504
                                                              ---------------------------
Stockholders' equity:
   Common stock.............................................        53,600         53,600
   Additional paid-in capital...............................       253,976         98,540
   Retained earnings........................................    76,317,830     69,569,605
                                                              ---------------------------
      Total stockholders' equity............................    76,625,406     69,721,745
                                                              ---------------------------
Total liabilities and stockholders' equity..................  $127,311,343   $126,014,116
-----------------------------------------------------------------------------------------
See accompanying notes to financial statements

                                       F-36
LANDIS PLASTICS, INC.

                   STATEMENTS OF INCOME AND RETAINED EARNINGS
-----------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001                    2002           2001
-----------------------------------------------------------------------------------------
Revenue
   Product sales............................................  $207,824,698   $199,575,739
   Other sales..............................................     3,787,896      1,602,902
                                                              ---------------------------
      Total revenue.........................................   211,612,594    201,178,641
                                                              ---------------------------
Cost of goods sold
   Materials................................................    74,392,010     70,899,138
   Direct labor.............................................    20,771,431     20,226,641
   Manufacturing overhead...................................    71,813,423     66,463,619
                                                              ---------------------------
      Total cost of goods sold..............................   166,976,864    157,589,398
                                                              ---------------------------
Gross profit................................................    44,635,730     43,589,243
                                                              ---------------------------
General expenses
   Selling and marketing....................................     5,015,742      4,629,641
   Administrative...........................................    12,554,492     12,712,399
   Transportation...........................................     3,094,584      3,149,317
   Warehousing..............................................    10,382,683     10,486,478
   Asset impairment loss....................................             -        531,557
                                                              ---------------------------
      Total general expenses................................    31,047,501     31,509,392
                                                              ---------------------------
Operating income............................................    13,588,229     12,079,851
Other income (expense)
   Interest income..........................................       417,965        598,968
   Interest expense.........................................    (3,111,649)    (3,688,284)
   Loss on derivative valuation.............................      (128,517)             -
   Miscellaneous income (expense)...........................        47,296        (65,393)
                                                              ---------------------------
Net income before income taxes..............................    10,813,324      8,925,142
Provision for state income taxes............................        22,887          6,980
                                                              ---------------------------
Net income..................................................    10,790,437      8,918,162
Retained earnings--beginning of year........................    69,569,605     65,926,224
Stockholder distributions...................................    (4,042,212)    (5,274,781)
                                                              ---------------------------
Retained earnings--end of year..............................  $ 76,317,830   $ 69,569,605
-----------------------------------------------------------------------------------------
See accompanying notes to financial statements.

                                       F-37
LANDIS PLASTICS, INC.

                            STATEMENTS OF CASH FLOWS
----------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001                   2002           2001
----------------------------------------------------------------------------------------
Cash flows from operating activities:
   Net income...............................................  $10,790,437   $  8,918,162
   Adjustments to reconcile net income to net cash provided
      by operating activities:
      Depreciation..........................................   12,561,305     12,303,665
      Amortization..........................................            -        142,871
      Non-cash interest on related party loans..............       34,630              -
      Employee stock-based compensation.....................      155,436              -
      Asset impairment loss.................................            -        531,557
      (Gain) loss on sale of equipment......................      (18,755)        19,922
      Loss on derivative valuation..........................      128,517              -
      Change in provision for losses on accounts
         receivable.........................................       73,003          4,491
      (Increase) decrease in:
         Accounts receivable................................   (3,422,701)     3,175,379
         Inventory..........................................   (1,756,793)    (1,496,619)
         Other assets.......................................     (381,962)       583,469
      Increase (decrease) in:
         Accounts payable...................................     (453,684)       277,146
         Customer deposits..................................     (375,335)        74,267
         Other current liabilities..........................     (676,701)       145,516
                                                              --------------------------
            Net cash provided by operating activities.......   16,657,397     24,679,826
                                                              --------------------------
Cash flows from investing activities:
   Capital acquisitions and equipment deposits..............   (6,579,245)    (9,805,814)
   Proceeds from sale of equipment..........................       51,563         11,450
   Net short-term loans to related parties..................      (22,929)        12,421
   Long-term loan to related parties........................      (71,901)      (171,820)
   Principal payments from related parties on long-term
     loans..................................................      348,752        353,712
   Increase in other receivables............................     (194,657)      (195,463)
                                                              --------------------------
            Net cash used in investing activities...........   (6,468,417)    (9,795,514)
                                                              --------------------------
Cash flows from financing activities:
   Net short-term borrowings from related parties...........     (839,299)      (528,240)
   Principal payments on long-term debt.....................   (3,600,000)    (8,114,059)
   Stockholder distributions................................   (4,042,212)    (5,274,781)
                                                              --------------------------
            Net cash used in financing activities...........   (8,481,511)   (13,917,080)
                                                              --------------------------
Net increase in cash........................................    1,707,469        967,232
Cash and cash equivalents at beginning of year..............    8,321,348      7,354,116
                                                              --------------------------
Cash and cash equivalents at end of year....................  $10,028,817   $  8,321,348
----------------------------------------------------------------------------------------
See accompanying notes to financial statements.

                                       F-38
LANDIS PLASTICS, INC.

                       NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

Landis Plastics, Inc. is a closely held corporation that manufactures plastic
products. Offices and plants are located in Chicago Ridge and Alsip, Illinois;
Monticello and Richmond, Indiana; Solvay, New York; and Tolleson, Arizona.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

ACCOUNTS RECEIVABLE

Accounts receivable are stated at the amount management expects to collect from
outstanding balances. Management provides for probable uncollectible amounts
through a charge to earnings and a credit to a valuation allowance based on its
assessments of the current status of individual accounts. Balances that are
still outstanding after management has used reasonable collection efforts are
written off through a charge to the valuation allowance and a credit to trade
accounts receivable. Accounts receivable are reduced by an allowance for
doubtful accounts of $114,400 at December 31, 2002, and $41,397 at December 31,
2001.

INVENTORIES

The Company values substantially all of its inventories at cost determined on a
last-in, first-out (LIFO) basis. The LIFO method resulted in a valuation below
cost of $1,759,388 at December 31, 2002, and $144,201 at December 31, 2001.

PROPERTY, PLANT AND EQUIPMENT

Land, buildings and equipment are stated at cost. Depreciation is computed on
the straight-line basis for financial statement purposes over the estimated
useful lives of the assets as follows:
--------------------------------------------------------------------------
Machinery...................................................      10 Years
Transportation equipment....................................    5-10 Years
Other equipment and fixtures................................    5-10 Years
Land improvements...........................................      20 Years
Leasehold improvements......................................   10-40 Years
Buildings...................................................      40 Years
--------------------------------------------------------------------------
F-39
ASSET IMPAIRMENT LOSS

As required by Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the impairment of long-lived assets and for long-lived assets to
be disposed of," the Company recorded losses on long-lived assets. The total
impairment of long-lived assets in 2001 was $531,557 related to a robotic parts
handling system that did not meet performance criteria. The impairment charge
was the difference between the carrying value and the estimated fair value of
the assets. The Company estimated fair values based on discounted future cash
flows.

AMORTIZATION

The discounts relating to the non-interest bearing notes will be amortized over
the two year terms of the notes using the interest expense method.

CASH AND CASH EQUIVALENT

For financial statement presentation purposes, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents. The carrying value of cash equivalents approximates fair
value due to the short term, highly liquid nature of cash equivalents.

CASH FLOW STATEMENT

Cash used by operating activities included payments for interest and income
taxes as follows:
-------------------------------------------------------------------------------------
                                                                 2002         2001
-------------------------------------------------------------------------------------
Interest paid...............................................  $3,130,273   $3,554,208
Income taxes paid...........................................      16,271       35,539
-------------------------------------------------------------------------------------
Supplemental disclosures of noncash investing and financing activities:

Noncash investing and financing transactions consisting of the cost of acquiring
machinery and equipment and the related obligations have been included in fixed
assets and notes payable, respectively, in the accompanying financial statements
at a discounted value. Amortization of the loan discount increased the note
payable by $142,871 during 2001.

Additional noncash investing and financing activities consist of the following:
---------------------------------------------------------------------------------
                                                                2002       2001
---------------------------------------------------------------------------------
Capital expenditures included in other accrued
   liabilities..............................................  $170,596   $552,698
Stock-based compensation and related credit to additional
   paid-in capital..........................................   155,436         --
---------------------------------------------------------------------------------
DERIVATIVE FINANCIAL INSTRUMENTS

In accordance with SFAS No. 133, derivative financial instruments are reported
on the balance sheet at fair value, and changes in the derivative's fair value
are recognized currently in earnings. The derivative financial instruments are
not designated as hedging instruments. Derivatives are utilized by the Company
in the management of its interest rate exposures. The Company does not use
derivative financial instruments for trading or speculative purposes.

                                       F-40
The Company enters into interest rate swap agreements, which effectively
exchange variable interest rate debt for fixed interest rate debt. The
agreements are used to reduce the exposure to possible increases in interest
rates. The Company enters into these swap agreements with a major financial
institution on a portion of its long-term borrowings. The interest rate swap
agreements involve the periodic exchange of payments without the exchange of the
notional amount upon which the payments are based. The differential to be
received or paid is accrued, as interest rates change, and recognized currently
in the statement of income and retained earnings.

INCOME TAXES

Landis Plastics, Inc. has elected by unanimous consent of its stockholders to be
taxed as an "S" corporation under Section 1362 of the Internal Revenue Code.
Accordingly, no provision or liability for federal income taxes is reflected in
the accompanying statements. Instead, the stockholders are liable for individual
federal income taxes on their respective share of the Company's taxable income.
However, the Company is liable for certain state income taxes. General
investment and employment tax credit carryforwards are available in various
states of approximately $900,000. These credits expire between 2004 and 2017.

NOTE 2. RETIREMENT PLAN

The Company provides a qualified 401(k) savings plan. Eligible employees may
defer between 2% and 10% of compensation each year, not to exceed the maximum
allowed by law. The. Company will match the employee contribution on a 50% basis
up to 6% contributed. In addition, for non-highly compensated employees, the
Company will match the employee contribution 100% for compensation deferrals
between 6% and 8%. No matching contributions will be made for compensation
deferrals in excess of 8%. Company contributions to the plan were $884,763 for
2002, and $854,530 for 2001.

NOTE 3. NOTES RECEIVABLE

Short-Term notes receivable are as follows at December 31:
---------------------------------------------------------------------------------
                                                                2002       2001
---------------------------------------------------------------------------------
Due from officers of the Company and beneficiaries of
   qualified stockholders' trusts, interest at 4.0% in 2002
   and 4.0% in 2001, due on demand, unsecured...............  $133,698   $105,924
                                                              -------------------
Total short-term notes receivable...........................  $133,698   $105,924
---------------------------------------------------------------------------------
F-41
Long-Term notes receivable from related parties are as follows at December 31:
-------------------------------------------------------------------------------------
                                                                 2002         2001
-------------------------------------------------------------------------------------
Due from beneficiaries of qualified stockholders' trusts;
   interest at 6.5%; annual principal payments of $176,792
   plus interest until maturity in December, 2006; secured
   by stock certificates of Landis Plastics, Inc............  $  707,167   $  883,958
Due from various trusts with common beneficiaries as the
   qualified stockholders' trusts; interest at 9.0%;
   payments including principal and interest of $143,809 in
   2003 and $143,809 annually thereafter until maturity in
   January, 2006; unsecured, security in real estate is
   optional to the company..................................     465,901      559,367
Due from a trust whose trustee is an officer of the company;
   interest at 9.0%; principal payments of $90,543 in
   arrears at December 31, 2002; entire balance classified
   as short-term as of December 31, 2002; unsecured,
   security in real estate is optional to the company.......     218,353      218,353
Due from a trust whose trustee is an officer of the Company;
   interest at 6.0%; principal payments of $40,260 in
   arrears at December 31, 2002; entire balance classified
   as short-term as of December 31, 2002; unsecured,
   security in real estate is optional to the Company.......      50,325       50,325
Due from a partnership comprised of trusts with common
   beneficiaries as the qualified stockholders' trusts;
   interest at 7.5%; payments including principal and
   interest of 18,112 monthly until maturity in 2016,
   unsecured................................................   1,808,350    1,886,845
Due from beneficiaries of qualified stockholders' trusts;
   interest at 4.0%; principal due on demand; unsecured.....      71,901            -
                                                              -----------------------
Total notes receivable......................................   3,321,997    3,598,848
Less: current portion.......................................    (631,935)    (348,752)
                                                              -----------------------
Notes Receivable, Long-Term.................................  $2,690,062   $3,250,096
-------------------------------------------------------------------------------------
NOTE 4. OTHER RECEIVABLES

On November 30, 1999, the Company entered into a certain Split Dollar Life
Insurance Agreement to fund an irrevocable insurance trust of an officer of the
Company. In addition, a Collateral Assignment Agreement was simultaneously
executed, providing the Company a security interest in the cash surrender value
of the policy upon its surrender, or, if not surrendered, in the proceeds
payable upon the death of the second to die under the terms of the policy.

The annual premium due under the terms of the policy currently approximates
$202,500. The Company, at the option of the owner of the policy, can be called
upon each year to pay all or a portion of this premium. The Company is
prohibited from borrowing against the cash surrender value, and cannot assign
its security interest in the policy to anyone except the policy owner or the
owner's nominee. The owner of the policy is the trustee of the irrevocable
trust. The premium balance owed to the Company on December 31, 2002 and 2001,
was $684,521 and $489,864, respectively, and is presented as other receivables
on the balance sheet.

                                       F-42
NOTE 5. SHORT-TERM BORROWINGS

Short-Term borrowings at December 31, 2002 and 2001, consist of the following:
-----------------------------------------------------------------------------------
                                                                2002        2001
-----------------------------------------------------------------------------------
Due to officers of the Company and beneficiaries of
   qualified stockholders' trusts, interest at 4.0% in 2002
   and 4.0% in 2001, due on demand, unsecured...............  $746,762   $1,546,586
                                                              ---------------------
Total Short-Term Borrowings.................................  $746,762   $1,546,586
-----------------------------------------------------------------------------------
NOTE 6. LONG-TERM DEBT

Notes payable as of December 31, 2002 and 2001, are as follows:
---------------------------------------------------------------------------------------
                                                                 2002          2001
---------------------------------------------------------------------------------------
Bank One, interest at the lesser of prime or LIBOR + 1.5%,
   monthly principal payments of $83,333 plus interest, due
   in 2005, secured by equipment............................  $ 2,836,504   $ 3,836,504
Bank One, interest at the lesser of prime or LIBOR + 1.5%,
   monthly principal payments of $100,000 plus interest, due
   March 1, 2004, secured by equipment......................    1,400,000     2,600,000
Due to officer/stockholder of Landis Plastics, Inc.;
   interest at 7.0%, semi-annual interest payments of
   $49,000, due May 1, 2004, retired in 2002 before
   maturity, unsecured......................................            -     1,400,000
C.M. Life Insurance Company, semi-annual interest payments
   at 8.88% on senior note until maturity, annual principal
   payments of $371,429 beginning in March of 2004 until
   maturity in March of 2010, unsecured.....................    2,600,000     2,600,000
Massachusetts Mutual Life Insurance Company, semi-annual
   interest payments at 8.88% on three separate senior notes
   until maturity, annual principal payments of $2,485,714
   beginning in March of 2004 until maturity in March of
   2010, unsecured..........................................   17,400,000    17,400,000
Northern Life Insurance Company, semi-annual interest
   payments at 8.88% on senior note until maturity, annual
   principal payments of $571,429 beginning in March of 2004
   until maturity in March of 2010, unsecured...............    4,000,000     4,000,000
Reliastar Life Insurance Company, semi-annual interest
   payments at 8.88% on senior note until maturity, annual
   principal payments of $428,571 beginning in March of 2004
   until maturity in March of 2010, unsecured...............    3,000,000     3,000,000
F-43
---------------------------------------------------------------------------------------
                                                                 2002          2001
---------------------------------------------------------------------------------------
Sigler and Company, semi-annual interest payments at 8.88%
   on senior note until maturity, annual principal payments
   of $428,571 beginning in March of 2004 until maturity in
   March 2010, unsecured....................................    3,000,000     3,000,000
                                                              -------------------------
Total Notes Payable.........................................   34,236,504    37,836,504
Less: Current Portion.......................................   (2,200,000)   (2,200,000)
                                                              -------------------------
Long-Term Debt..............................................  $32,036,504   $35,636,504
---------------------------------------------------------------------------------------
Maturities of long-term debt for the next five years are as follows:
--------------------------------------------------------------
   2003         2004         2005         2006         2007
--------------------------------------------------------------
$2,200,000   $5,485,714   $5,122,218   $4,285,714   $4,285,714
--------------------------------------------------------------
The provisions of the Company's loan and credit agreements with Bank One require
the maintenance of at least $5,500,000 of working capital, and at each calendar
quarter end a ratio of current assets to current liabilities of not less than
1.22 to 1.0, a ratio of indebtedness to tangible net worth of not greater than
1.0 to 1.0, and a debt service ratio equal or greater than 1.2 to 1.0. The
Company is also required to maintain minimum tangible net worth of at least
$59,000,000 in 2002 and $61,500,000 in 2003. The Company was in compliance with
the aforementioned covenants as of December 31, 2002.

The provisions of the senior notes under the private placement agreement
requires the Company to maintain specified levels of consolidated net worth and
certain financial performance ratios. The covenants also stipulate certain
limitations on additional indebtedness, mergers or consolidations, asset sales,
investments, and transactions with affiliates. At December 31, 2002, the Company
was in compliance with all of these provisions.

NOTE 7. BANK LINE OF CREDIT

Under terms of an unsecured revolving credit agreement with Bank One, the
Company may borrow up to $10,000,000. The agreement expires March 27, 2003. All
borrowings under this agreement will be evidenced by one or more demand notes of
the Company and will bear interest at the lesser of prime or LIBOR +1.5%.
Nothing was borrowed against this agreement as of December 31, 2002 and 2001.

                                       F-44
NOTE 8. COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL

The aggregate number of shares which the Company is authorized to issue is
100,000, divided into two classes of no par value shares. The designation of
each class and the number of shares of each class are as follows:
------------------------------------------------------------------------------------------------------
                                               SHARES       2001      SHARES       2002      SHARES
                       SERIES     SHARES     OUTSTANDING   SHARES   OUTSTANDING   SHARES   OUTSTANDING
        CLASS          ------   AUTHORIZED    12-31-00     ISSUED    12-31-01     ISSUED    12-31-02
------------------------------------------------------------------------------------------------------
Common...............       A       50,000        536.00        -        536.00        -        536.00
Common...............       B       50,000      4,846.43    79.00      4,925.43    66.00      4,991.43
                       -------------------------------------------------------------------------------
                                   100,000      5,382.43    79.00      5,461.43    66.00      5,527.43
------------------------------------------------------------------------------------------------------
The Common A and Common B stock are collectively referred to as common stock.
Except for exclusive voting rights and powers, all shares of Common A and Common
B stock are identical in all respects and entitle the holders thereof to the
same rights and privileges. The holders of Common A stock issued and outstanding
possess the exclusive right to notice of stockholders' meetings and the
exclusive voting rights and powers. The holders of Common B stock issued and
outstanding are not entitled to any notice of stockholders' meetings or to vote
upon any question affecting the affairs of the Company.

Changes in additional paid-in capital for the years ended December 31, 2002 and
2001, are as follows:
----------------------------------------------------------------------
Additional paid-in capital at December 31, 2000 and 2001....  $ 98,540
Stock-based compensation award to employees in 2002.........   155,436
                                                              --------
Additional paid-in capital at December 31, 2002.............  $253,976
----------------------------------------------------------------------
NOTE 9. RESTRICTED STOCK PLAN AND STOCK-BASED COMPENSATION

In May of 2000 the Company adopted a restricted stock plan under which it may
grant shares of non-voting common stock to certain executive employees. The plan
is administered by the Compensation Committee of the Board of Directors and
covers the period from January 1, 2000, to December 31, 2005. The maximum number
of shares of non-voting common stock which may be subject to restricted stock
awards under the plan is 5,000. However, no individual recipient is entitled to
receive an aggregate total of more than ten percent of the shares available
under the plan.

The shares awarded pursuant to this plan are subject to certain restrictions on
transfer. Such restrictions will lapse with respect to one-fourth of the shares
awarded during each of the four consecutive calendar years beginning one year
after the date of issuance, but only if on the date the restrictions are to
lapse the recipient has been an employee of the Company continuously from the
time of the restricted stock award to such date of lapse.

For the years ended December 31, 2002 and 2001, the Company awarded shares of
non-voting common stock to various executive employees subject to the terms of
the restricted stock plan. A total of 66 shares were issued pursuant to the plan
in 2002, and 79 shares were issued in 2001. The weighted-average grant-date fair
value of the awarded stock amounted to $7,809 and $6,406 per share for 2002 and
2001, respectively. Compensation cost was not recognized

                                       F-45
for stock-based employer compensation awards in 2001 because of the vesting
restrictions. Such compensation cost will be recognized in subsequent years as
the restrictions lapse. Compensation cost of $155,436 was recognized in 2002 for
stock-based employer compensation awards related to the shares on which
restrictions lapsed.

NOTE 10. FINANCIAL INSTRUMENTS

The Company has a number of financial instruments, none of which are held for
trading purposes. The Company estimates that the fair value of all financial
instruments at December 31, 2002, except as noted in the following paragraph,
does not differ materially from the aggregate carrying values of its financial
instruments recorded in the accompanying balance sheet. The estimated fair value
amounts have been determined by the Company using available market information
and appropriate valuation methodologies. Considerable judgment is required in
interpreting market data to develop the estimates of fair value, and,
accordingly, the estimates are not necessarily indicative of the amounts that
the Company could realize in a current market exchange.

Based on the borrowing rates currently available to the Company for long-term
debt with similar terms and average maturities, the fair value of long-term debt
is approximately $1.75 million greater than the carrying value as of December
31, 2002.

The Company has entered into an interest rate swap contract with the intent of
managing its exposure to interest rate risk. The contract fixes the interest
rate on approximately $2.84 million and $3.83 million of the Company's floating
rate obligations at December 31, 2002 and 2001, respectively, at an average base
rate of 4.97% per annum until expiration in 2005. Gains and losses from interest
rate swaps are recognized currently in the statement of income and retained
earnings.

The fair value of the interest rate swap agreement is provided to the Company by
a bank known to be a high volume participant in this market. The value
represents the estimated amount the Company would receive or pay to terminate
the agreement taking into consideration current interest rates. In the unlikely
event that the counterparty fails to perform under the contract, the Company
bears the credit risk that payments due to the Company may not be collected.

NOTE 11. CONCENTRATIONS OF CREDIT RISK

The Company's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash and cash equivalents and trade receivables.

The Company maintains cash and cash equivalent balances at several financial
institutions located in the Chicago area. Accounts at each institution are
insured by the Federal Deposit Insurance Corporation up to $100,000. The
Company's uninsured cash and cash equivalent balances total $11,753,654 and
$11,739,636 at December 31, 2002 and 2001, respectively.

Concentrations of credit risk with respect to trade accounts receivable are
limited due to the Company's routine assessments of the financial strength of
its customers. The Company maintains a provision for potential credit losses
based upon collectibility of all accounts receivable. The Company's historical
experience in collection of accounts receivable falls within the recorded
allowances.

Two major customers in the food industry accounted for approximately 49% of the
Company's product sales in 2002, and 44% of the Company's product sales in 2001.
Also, two major

                                       F-46
suppliers accounted for approximately 83% of the Company's raw material
purchases in 2002, and 87% of the Company's raw material purchases in 2001.

NOTE 12. SELF INSURANCE

Landis Plastics, Inc. maintains outside insurance coverage for worker's
compensation claims in the states of Indiana and Arizona, but is self insured in
the states of Illinois and New York. The Company does, however, maintain outside
insurance coverage for Illinois and New York claims that exceed $300,000 per
occurrence, and $778,819 in aggregate for all claims in a policy year.

In accordance with Illinois state requirements, the Company maintains an
irrevocable standby letter of credit in the amount of $250,000 from Bank One for
the benefit of the Industrial Commission of Illinois. In accordance with New
York state requirements, the Company maintains an irrevocable standby letter of
credit in the amount of $1,010,613 from Bank One for the benefit of the state of
New York Workmen's Compensation Board. No funds were drawn under either letter
of credit in 2002 or 2001.

All approved claims of approximately $519,000 and $487,000 were paid by the
Company in 2002 and 2001, respectively. The Company has recorded an accrued
liability of $719,266 for pending claims as of December 31, 2002.

NOTE 13. LEASE COMMITMENTS

The plants in Chicago Ridge and Alsip, Illinois, are owned by related parties
and leased to the Company under annual agreements expiring December 31, 2003.
The annual rental is $289,000 for the Chicago Ridge facility and $2,810,100 for
the Alsip facility. The Company is liable for property taxes and insurance. The
plants in Indiana are owned by the Company.

The facility in Solvay, New York, is owned by related parties and leased to the
Company under a ten year lease expiring in June, 2004. The annual rental is
$600,000 and the Company is also liable for property taxes and insurance. The
lease provides an option to the Company for two renewal terms for successive
periods of five years each with annual rentals remaining the same.

The facility in Tolleson, Arizona, is owned by related parties and leased to the
Company under an annual agreement expiring December 31, 2003. The annual rental
is $1,200,000 and the Company is also liable for property taxes and insurance.

Minimum future rental payments under noncancelable operating leases having
remaining terms in excess of one year as of December 31, 2002, for each of the
next five years are as follows:
----------------------------------------------------------------------
                            YEAR                               AMOUNT
----------------------------------------------------------------------
2003........................................................  $600,000
2004........................................................   300,000
2005........................................................         -
2006........................................................         -
2007........................................................         -
----------------------------------------------------------------------
The Company also leases warehouses under several operating leases on a month to
month basis. Total rent expense for all operating leases approximated $6 million
for 2002, and $6 million for 2001.

                                       F-47
NOTE 14. STOCKHOLDERS' AGREEMENT

The stockholders of the Company have an agreement stipulating, among other
things, the terms under which the Company's stock can be sold or transferred.
The agreement provides that a stockholder intending to dispose of an interest in
the Company must first obtain written consent of the Company and all other
stockholders. The Company has the option to redeem shares upon the death,
disability, or termination of employment of a stockholder if certain other
stockholders do not exercise their options to purchase. The Company is not
required to redeem shares under any circumstances.

NOTE 15. OTHER COMMITMENTS AND CONTINGENCIES

The Company was a party to several related claims involving employment matters.
In December of 2000, the Company entered into a Consent Decree with the Equal
Employment Opportunity Commission (EEOC) to settle the claims. Under the Consent
Decree, the Company established a claims settlement fund at a bank for $782,000
for the benefit of various claimants. The interest bearing bank account had a
balance of $0 and $707,493 as of December 31, 2002 and 2001, respectively. The
balance in the account is reflected in the financial statements as of December
31, 2002 and 2001, as "restricted cash for accrued EEOC settlements" and the
related current liability is included in "other accrued expenses."

The Company was also a defendant in a third party action arising out of an
injury to an employee. The parties reached a settlement in February of 2002, and
liability was apportioned to an equipment manufacturer and the Company. Landis
Plastics, Inc. agreed to contribute $140,000 to the total settlement of
$425,000. This liability of $140,000 was properly accrued for in the financial
statements as of December 31, 2001, and paid in 2002.

Other claims, suits, and complaints arising in the ordinary course of operations
have been filed or are pending against the Company. In the opinion of
management, such matters are without merit or are of such kind, or involve such
amounts, as would not have a significant effect on the financial position or
results of operations of the Company if disposed of unfavorably.

NOTE 16. RECLASSIFICATIONS

Certain amounts for 2001 have been reclassified to conform with 2002
classifications. Such reclassifications had no effect on reported net income.

                                       F-48
INDEPENDENT AUDITOR'S REPORT

Board of Directors
Landis Plastics, Inc.

Gentlemen:

We have audited the accompanying balance sheets of Landis Plastics, Inc. (an
Illinois Corporation), as of December 31, 2000 and 1999, and the related
statements of income and retained earnings, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Landis Plastics, Inc., as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

/s/ ROCHE, SCHOLZ, ROCHE & WALSH, LTD.

February 21, 2001

                                       F-49
LANDIS PLASTICS, INC.

                                 BALANCE SHEETS
-----------------------------------------------------------------------------------------
DECEMBER 31, 2000 AND 1999                                        2000           1999
-----------------------------------------------------------------------------------------
ASSETS
Current assets:
   Cash and cash equivalents--unrestricted..................  $  6,672,749   $  1,877,886
   Restricted cash for accrued EEOC Settlements.............       681,367              -
                                                              ---------------------------
      Total cash and cash equivalents.......................     7,354,116      1,877,886
Receivables:
   Trade accounts...........................................    17,435,573     12,734,681
   Short-term notes.........................................       118,345        321,917
   Current portion of long-term notes.......................       365,703        325,035
   Inventory................................................    16,736,731     19,138,563
   Other current assets.....................................     2,681,187      1,843,650
                                                              ---------------------------
      Total current assets..................................    44,691,655     36,241,732
                                                              ---------------------------
Property, plant and equipment:
   Land and improvements....................................       828,926        947,014
   Buildings and improvements...............................    12,835,190     11,836,436
   Machinery and equipment..................................   140,392,672    122,882,230
   Less: accumulated depreciation...........................   (75,877,431)   (65,192,708)
                                                              ---------------------------
      Total property plant and equipment, net...............    78,179,357     70,472,972
                                                              ---------------------------
Other assets:
   Long-term notes receivable, net of current portion.......     3,415,035      3,569,229
   Other receivables........................................       294,401        101,239
   Deposits.................................................     2,958,338      5,608,594
   Other assets.............................................       281,750          5,902
                                                              ---------------------------
      Total other assets....................................     6,949,524      9,284,964
                                                              ---------------------------
Total assets................................................  $129,820,536   $115,999,668
                                                              ---------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable.........................................  $  6,345,900   $  8,198,108
   Short-term borrowings....................................     2,074,826      1,894,073
   Current portion of long-term debt........................     7,371,188      6,036,198
   Customer deposits........................................       410,067      2,783,605
   Accrued payroll and vacation.............................     3,059,246      2,988,201
   Accrued property taxes...................................     1,281,500      1,136,770
   Other accrued expenses...................................     4,762,941      2,814,957
                                                              ---------------------------
      Total current liabilities.............................    25,305,668     25,851,912
                                                              ---------------------------
Long-term liabilities:
   Bank line of credit......................................             -      4,000,000
   Long-term debt, net of current portion...................    38,436,504     26,416,685
                                                              ---------------------------
      Total long-term liabilities...........................    38,436,504     30,416,685
                                                              ---------------------------
Stockholders' equity:
   Common stock.............................................        53,600         53,600
   Additional paid-in capital...............................        98,540          3,213
   Retained earnings........................................    65,926,224     59,674,258
                                                              ---------------------------
      Total stockholders' equity............................    66,078,364     59,731,071
                                                              ---------------------------
Total liabilities and stockholders' equity..................  $129,820,536   $115,999,668
-----------------------------------------------------------------------------------------
See accompanying notes to financial statements.

                                       F-50
LANDIS PLASTICS, INC.

                   STATEMENTS OF INCOME AND RETAINED EARNINGS
-----------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999                    2000           1999
-----------------------------------------------------------------------------------------
Revenue
   Product sales............................................  $185,967,238   $157,412,421
   Other sales..............................................     8,340,428     10,614,003
                                                              ---------------------------
      Total revenue.........................................   194,307,666    168,026,424
                                                              ---------------------------
Cost of goods sold
   Materials................................................    72,795,045     56,964,595
   Direct labor.............................................    18,635,870     17,532,696
   Manufacturing overhead...................................    63,653,075     59,356,910
                                                              ---------------------------
      Total cost of goods sold..............................   155,083,990    133,854,201
                                                              ---------------------------
Gross profit................................................    39,223,676     34,172,223
                                                              ---------------------------
General expenses
   Selling and marketing....................................     4,107,158      3,907,364
   Administrative...........................................    11,361,379     10,526,110
   Transportation...........................................     2,324,249      2,483,610
   Warehousing..............................................     8,286,324      7,290,601
   Asset impairment loss....................................       425,556              -
                                                              ---------------------------
      Total general expenses................................    26,504,666     24,207,685
                                                              ---------------------------
Operating income............................................    12,719,010      9,964,538
Other income (expense)
   Interest income..........................................       847,980        466,981
   Interest expense.........................................    (3,974,909)    (2,245,476)
   Miscellaneous............................................         5,291              -
   Gain (loss) on sale of equipment.........................       936,990         (4,993)
                                                              ---------------------------
Net income before income taxes..............................    10,534,362      8,181,050
Provision for state income taxes............................        12,348        155,400
                                                              ---------------------------
Net income..................................................    10,522,014      8,025,650
Retained earnings--beginning of year........................    59,674,258     55,258,608
Stockholder distributions...................................    (4,270,048)    (3,610,000)
                                                              ---------------------------
Retained earnings--end of year..............................  $ 65,926,224   $ 59,674,258
-----------------------------------------------------------------------------------------
See accompanying notes to financial statements.

                                       F-51
LANDIS PLASTICS, INC.

                            STATEMENTS OF CASH FLOWS
-----------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999                    2000           1999
-----------------------------------------------------------------------------------------
Cash flows from operating activities:
   Net income...............................................  $ 10,522,014   $  8,025,650
   Adjustments to reconcile net income to net cash provided
      by operating activities:
      Depreciation..........................................    11,267,089      9,407,211
      Amortization..........................................       504,594        672,539
      Employee stock-based compensation.....................        95,327              -
      Asset impairment loss.................................       425,556              -
      (Gain) loss on sale of equipment......................      (936,990)         4,993
      Loss on disposal of intangible asset..................        10,942              -
      Reduction in provision for losses on accounts
         receivable.........................................       (11,714)        (5,433)
   (Increase) decrease in:
      Accounts receivable...................................    (4,689,178)    (1,136,098)
      Inventory.............................................     2,401,832     (1,970,101)
      Other assets..........................................    (1,113,385)    (1,046,396)
      Other receivables.....................................      (193,162)      (101,239)
   Increase (decrease) in:
      Accounts payable......................................    (3,171,873)      (904,814)
      Customer deposits.....................................    (2,373,538)       329,445
      Other current liabilities.............................     2,163,759      1,100,841
                                                              ---------------------------
         Net cash provided by operating activities..........    14,901,273     14,376,598
                                                              ---------------------------
Cash flows from investing activities:
   Capital acquisitions and equipment deposits..............   (16,632,800)   (15,631,896)
   Proceeds from sale of equipment..........................     1,187,770          5,350
   Long-term loan to related parties........................      (150,000)    (1,632,000)
   Principal payments from related parties on long-term
      loans.................................................       263,526      1,966,187
                                                              ---------------------------
         Net cash used in investing activities..............   (15,331,504)   (15,292,359)
                                                              ---------------------------
Cash flows from financing activities:
   Net short-term borrowings from related parties...........       384,325        818,755
   Proceeds from long-term debt.............................    30,000,000     18,000,000
   Net proceeds or repayment on line of credit..............    (4,000,000)     3,000,000
   Principal payments on long-term debt.....................   (16,207,816)    (9,983,953)
   Principal payments on short-term debt....................             -       (413,232)
   Stockholder distributions................................    (4,270,048)    (3,610,000)
   Redemption of common stock...............................             -     (6,604,780)
                                                              ---------------------------
         Net cash provided by financing activities..........     5,906,461      1,206,790
                                                              ---------------------------
Net increase in cash........................................     5,476,230        291,029
Cash and cash equivalents at beginning of year..............     1,877,886      1,586,857
                                                              ---------------------------
Cash and cash equivalents at end of year....................  $  7,354,116   $  1,877,886
-----------------------------------------------------------------------------------------
See accompanying notes to financial statements.

                                       F-52
LANDIS PLASTICS, INC.

                       NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

Landis Plastics, Inc. is a closely held corporation that manufactures plastic
products. Offices and plants are located in Chicago Ridge and Alsip, Illinois;
Monticello and Richmond, Indiana; Solvay, New York; and Tolleson, Arizona. Two
major customers in the food industry accounted for approximately 41% of the
Company's product sales in 2000 and 37% of the Company's product sales in 1999.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

ACCOUNTS RECEIVABLE

Accounts receivable are reduced by an allowance for doubtful accounts of $36,906
at December 31, 2000, and $48,620 at December 31, 1999.

INVENTORIES

The Company values substantially all of its inventories at cost determined on a
last-in, first-out (LIFO) basis. The LIFO method resulted in a valuation below
cost of $1,245,042 at December 31, 2000 and $1,907,495 at December 31, 1999.

PROPERTY, PLANT AND EQUIPMENT

Land, buildings and equipment are stated at cost. Depreciation is computed on
the straight-line basis for financial statement purposes over the estimated
useful lives of the assets as follows:
-------------------------------------------------------------------------
Machinery...................................................     10 Years
Transportation equipment....................................   5-10 Years
Other equipment and fixtures................................   5-10 Years
Land improvements...........................................     20 Years
Leasehold improvements......................................  10-40 Years
Buildings...................................................     40 Years
F-53
ASSET IMPAIRMENT LOSS

In 2000, as required by Statement of Financial Accounting Standards (SFAS) No.
121, "Accounting for the impairment of long-lived assets and for long-lived
assets to be disposed of," the Company recorded losses on long-lived assets. The
total impairment of long-lived assets was $425,556 related to stacking and
handling equipment that did not meet performance criteria. The impairment charge
was the difference between the carrying value and the estimated fair value of
the assets. The Company estimated fair values based on discounted future cash
flows.

AMORTIZATION

The discounts relating to the non-interest bearing notes will be amortized over
the two year terms of the notes using the interest expense method.

CASH AND CASH EQUIVALENTS

For financial statement presentation purposes, the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents. They may include cash, money market funds, and
short-term investments in commercial paper.

CASH FLOW STATEMENT

Cash used by operating activities included payments for interest and income
taxes as follows:
-------------------------------------------------------------------------------------
                                                                 2000         1999
-------------------------------------------------------------------------------------
Interest paid...............................................  $2,673,667   $1,565,318
Income taxes paid...........................................       2,348       35,885
Supplemental disclosures of noncash investing and financing activities:

Noncash investing and financing transactions consisting of the cost of acquiring
machinery and equipment and the related obligations have been included in fixed
assets and notes payable, respectively, in the accompanying financial statements
at a discounted value of $4,648,032 at December 31, 1999. Amortization of the
loan discount increased the note payable by $504,594 during 2000, and $672,539
during 1999.

Additional noncash investing and financing activities consist of the following:
-------------------------------------------------------------------------------------
                                                                 2000         1999
-------------------------------------------------------------------------------------
Capital expenditures included in accounts payable...........  $1,319,665   $2,431,743
Long-term debt retired from sale of assets..................     941,969            -
Stock-based compensation costs and related credit to
   additional paid-in-capital...............................      95,327            -
RETIREMENT PLAN

The Company provides a qualified 401(k) savings plan. Eligible employees may
defer between 2% and 10% of compensation each year, not to exceed the maximum
allowed by law. The Company will match the employee contribution on a 50% basis
up to 6% contributed. In addition, for non-highly compensated employees, the
Company will match the employee

                                       F-54
contribution 100% for compensation deferrals between 6% and 8%. No matching
contributions will be made for compensation deferrals in excess of 8%. Company
contributions to the plan were $815,835 for 2000, and $743,254 for 1999.

INCOME TAXES

Landis Plastics, Inc. has elected by unanimous consent of its stockholders to be
taxed as an "S" corporation under Section 1362 of the Internal Revenue Code for
years beginning after December 31, 1986. Accordingly, no provision or liability
for federal income taxes is reflected in the accompanying statements. Instead,
the stockholders are liable for individual federal income taxes on their
respective share of the Company's taxable income. However, the Company is liable
for certain state income taxes. General investment and employment tax credit
carryforwards are available in various states of approximately $760,000. These
credits expire between 2003 and 2014.

NOTE 2. NOTES RECEIVABLE

Short-Term notes receivable are as follows at December 31:
---------------------------------------------------------------------------------
                                                                2000       1999
---------------------------------------------------------------------------------
Due from officers of the company and beneficiaries of
   qualified stockholders' trusts, interest at 7.0%, due on
   demand, unsecured........................................  $118,345   $321,917
                                                              -------------------
Total short-term notes receivable...........................  $118,345   $321,917
---------------------------------------------------------------------------------
Long-Term notes receivable from related parties are as follows at December 31:
-------------------------------------------------------------------------------------
                                                                 2000         1999
-------------------------------------------------------------------------------------
Due from beneficiaries of qualified stockholders' trusts;
   interest at 6.5%; annual principal payments of $176,792
   plus interest until maturity in December, 2006; secured
   by stock certificates of Landis Plastics, Inc............  $1,060,750   $1,237,542
Due from various trusts with common beneficiaries as the
   qualified stockholders' trusts; interest at 9.0%;
   payments including principal and interest of $262,161 in
   2001 and $183,260 annually thereafter until maturity in
   January, 2006; unsecured, security in real estate is
   optional to the company..................................     863,468      942,137
Due from various trusts with common beneficiaries as the
   qualified stockholders' trusts; interest at 6.0%;
   principal payments of $38,260 plus interest due in 2001
   and $18,130 plus interest annually thereafter until
   maturity in March, 2003; unsecured, security in real
   estate is optional to the company........................      74,520       82,585
Due from a partnership comprised of trusts with common
   beneficiaries as the qualified stockholders' trusts;
   interest at 7.0%; principal due on January 1, 2002;
   unsecured................................................      29,000       29,000
Due from a partnership comprised of trusts with common
   beneficiaries as the qualified stockholders' trusts;
   interest at 7.0%; principal due on January 1, 2002;
   unsecured................................................     116,000      116,000
F-55
-------------------------------------------------------------------------------------
                                                                 2000         1999
-------------------------------------------------------------------------------------
Due from a partnership comprised of trusts with common
   beneficiaries as the qualified stockholders' trusts;
   interest at 7.0%; principal due on January 1, 2002;
   unsecured................................................   1,044,000    1,044,000
Due from a partnership comprised of trusts with common
   beneficiaries as the qualified stockholders' trusts;
   interest at 7.0%; principal due on January 1, 2002;
   unsecured................................................     243,000      243,000
Due from a partnership comprised of trusts with common
   beneficiaries as the qualified stockholders' trusts;
   interest at 7.0%; principal due on January 1, 2002;
   unsecured................................................     200,000      200,000
Due from a partnership comprised of trusts with common
   beneficiaries as the qualified stockholders' trusts;
   interest at 7.0%; principal due on January 1, 2002;
   unsecured................................................     150,000            -
                                                              -----------------------
Total notes receivable......................................   3,780,738    3,894,264
Less: current portion.......................................    (365,703)    (325,035)
                                                              -----------------------
Notes receivable, long-term.................................  $3,415,035   $3,569,229
-------------------------------------------------------------------------------------
NOTE 3. OTHER RECEIVABLES

On November 30, 1999, the Company entered into a certain Split Dollar Life
Insurance Agreement to fund an irrevocable insurance trust of an officer of the
Company. In addition, a Collateral Assignment Agreement was simultaneously
executed, providing the Company a security interest in the cash surrender value
of the policy upon its surrender, or, if not surrendered, in the proceeds
payable upon the death of the second to die under the terms of the policy.

The annual premium due under the terms of the policy currently approximates
$202,500. The Company, at the option of the owner of the policy, can be called
upon each year to pay all or a portion of this premium. The Company is
prohibited from borrowing against the cash surrender value, and cannot assign
its security interest in the policy to anyone except the policy owner or the
owner's nominee. The owner of the policy is the trustee of the irrevocable
trust. The premium balance owed to the Company on December 31, 2000 and 1999,
was $294,401 and $101,239, respectively, and is presented as other receivables
on the balance sheet.

NOTE 4. SHORT-TERM BORROWINGS

Short-Term borrowings at December 31, 2000 and 1999, consist of the following:
-------------------------------------------------------------------------------------
                                                                 2000         1999
-------------------------------------------------------------------------------------
Due to officers of the company and beneficiaries of
   qualified stockholders' trusts, interest at 7.0%, due on
   demand, unsecured........................................  $2,074,826   $1,894,073
                                                              -----------------------
Total short-term borrowings.................................  $2,074,826   $1,894,073
-------------------------------------------------------------------------------------
F-56
NOTE 5. LONG-TERM DEBT

Notes payable as of December 31, 2000 and 1999, are as follows:
---------------------------------------------------------------------------------------
                                                                 2000          1999
---------------------------------------------------------------------------------------
American National Bank and Trust Company of Chicago,
   interest at the lesser of prime or LIBOR + 1.5%,
   quarterly principal payments of $125,000, retired in 2000
   before maturity, secured by equipment; the 1999
   outstanding principal balance was classified as
   non-current pursuant to the Company's intention and
   ability to refinance this obligation on a long-term
   basis....................................................  $         -   $   720,086
American National Bank and Trust Company of Chicago,
   interest at the lesser of prime or LIBOR + 1.5%, monthly
   principal payments of $83,333 plus interest, due in 2004,
   secured by equipment.....................................    4,836,504     5,823,282
Export Development Corporation, imputed interest on ten
   separate notes ranging from 6.9375% to 7.44%, principal
   balance is due at maturity ranging from February of 1999
   to January of 2000, net of unamortized discounts of $0
   and $2,000 at December 31, 2000 and 1999, respectively,
   unsecured................................................            -       651,536
Export Development Corporation, imputed interest on four
   separate notes ranging from 6.9975% to 7.3250%, principal
   balance is due at maturity ranging from February of 2000
   to December of 2000, net of unamortized discounts of $0
   and $125,736 at December 31, 2000 and 1999, respectively,
   unsecured................................................            -     2,951,466
Cessna Finance Corporation, interest at prime less 1.25%
   included in monthly payments of $6,085.70, retired in
   2000 before maturity, secured by equipment...............            -       945,441
Export Development Corporation, imputed interest on eight
   separate notes ranging from 6.6575% to 7.6675%, principal
   balance is due at maturity ranging from January of 2001
   to September of 2001, net of unamortized discounts of
   $142,871 and $476,797 at December 31, 2000 and 1999,
   respectively, unsecured..................................    5,171,188     4,837,262
American National Bank and Trust Company of Chicago,
   interest at the lesser of prime or LIBOR + 1.5%, monthly
   principal payments of $119,048 plus interest, retired in
   2000 before maturity, secured by equipment; $5,000,000 of
   the 1999 outstanding principal balance was classified as
   non-current pursuant to the Company's intention and
   ability to refinance this obligation on a long-term
   basis....................................................            -     9,523,810
American National Bank and Trust Company of Chicago,
   interest at the lesser of prime or LIBOR + 1.5%, monthly
   principal payments of $100,000 plus interest, due March
   1, 2004, secured by equipment............................    3,800,000     5,000,000
Due to officer/stockholder of Landis Plastics, Inc.;
   interest at 7.0%, semi-annual interest payments of
   $49,000, due May 1, 2004, unsecured......................    1,400,000     1,400,000
F-57
---------------------------------------------------------------------------------------
                                                                 2000          1999
---------------------------------------------------------------------------------------
Due to officer/stockholder of Landis Plastics, Inc.;
   interest at 7.0%, semi-annual interest payments of
   $21,000, due May 1, 2004, unsecured......................      600,000       600,000
C.M. Life Insurance Company, semi-annual interest payments
   at 8.88% on senior note until maturity, annual principal
   payments of $371,429 beginning in March of 2004 until
   maturity in March of 2010, unsecured.....................    2,600,000             -
Massachusetts Mutual Life Insurance company, semi-annual
   interest payments at 8.88% on three separate senior notes
   until maturity, annual principal payments of $2,485,714
   beginning in March of 2004 until maturity in March of
   2010, unsecured..........................................   17,400,000             -
Northern Life Insurance Company, semi-annual interest
   payments at 8.88% on senior note until maturity, annual
   principal payments of $571,429 beginning in March of 2004
   until maturity in March of 2010, unsecured...............    4,000,000             -
Reliastar Life Insurance Company, semi-annual interest
   payments at 8.88% on senior note until maturity, annual
   principal payments of $428,571 beginning in March of 2004
   until maturity in March of 2010, unsecured...............    3,000,000             -
Sigler and Company, semi-annual interest payments at 8.88%
   on senior note until maturity, annual principal payments
   of $428,571 beginning in March of 2004 until maturity in
   March of 2010, unsecured.................................    3,000,000             -
                                                              -------------------------
Total notes payable.........................................   45,807,692    32,452,883
Less: current portion.......................................   (7,371,188)   (6,036,198)
                                                              -------------------------
Long-term debt..............................................  $38,436,504   $26,416,685
---------------------------------------------------------------------------------------
Maturities of long-term debt for the next five years are as follows:
--------------------------------------------------------------
   2001         2002         2003         2004         2005
--------------------------------------------------------------
$7,371,188   $2,200,000   $2,200,000   $7,485,714   $5,122,218
The provisions of the Company's loan and credit agreements with American
National Bank and Trust Company of Chicago require the maintenance of at least
$5,500,000 of working capital, and at each calendar quarter end a ratio of
current assets to current liabilities of not less than 1.22 to 1.0, a ratio of
indebtedness to tangible net worth of not greater than 1.0 to 1.0, and a debt
service ratio equal or greater than 1.2 to 1.0. The Company is also required to
maintain minimum tangible net worth of at least $54,000,000 in 2000 and
$56,500,000 in 2001. The Company was in compliance with the aforementioned
covenants as of December 31, 2000.

The provisions of the senior notes under the private placement agreement
requires the Company to maintain specified levels of consolidated net worth and
certain financial performance ratios. The covenants also stipulate certain
limitations on additional indebtedness, mergers or consolidations, asset sales,
investments, and transactions with affiliates. At December 31, 2000, the Company
was in compliance with all of these provisions.

                                       F-58
NOTE 6. BANK LINE OF CREDIT

Under terms of an unsecured revolving credit agreement with American National
Bank and Trust Company of Chicago, the Company may borrow up to $5,000,000. The
agreement has no expiration date. All borrowings under this agreement will be
evidenced by one or more demand notes of the Company and will bear interest at
the bank's prime rate. Nothing was borrowed against this agreement as of
December 31, 2000. $4,000,000 was borrowed as of December 31, 1999, and was
classified as non-current pursuant to the Company's intention and ability to
refinance this obligation on a long-term basis.

NOTE 7. COMMON STOCK AND ADDITIONAL PAID-IN-CAPITAL

The aggregate number of shares which the Company is authorized to issue is
100,000, divided into two classes. The designation of each class, the number of
shares of each class, and the par value, if any, are as follows:
-----------------------------------------------------------------------------------------------
                                                               SHARES       NEW       SHARES
                                                  SHARES     OUTSTANDING   SHARES   OUTSTANDING
CLASS                   SERIES    PAR VALUE     AUTHORIZED    12-31-99     ISSUED    12-31-00
-----------------------------------------------------------------------------------------------
Common................       A   No par value       50,000        536.00        -        536.00
Common................       B   No par value       50,000      4,824.00    22.43      4,846.43
                                                -----------------------------------------------
                                                   100,000      5,360.00    22.43      5,382.43
-----------------------------------------------------------------------------------------------
The Common A and Common B stock are collectively referred to as common stock.
Except for exclusive voting rights and powers, all shares of Common A and Common
B stock are identical in all respects and entitle the holders thereof to the
same rights and privileges. The holders of Common A stock issued and outstanding
possess the exclusive right to notice of stockholders' meetings and the
exclusive voting rights and powers. The holders of Common B stock issued and
outstanding are not entitled to any notice of stockholders' meetings or to vote
upon any question affecting the affairs of the Company.

Changes in additional paid-in-capital for the years ended December 31, 2000 and
1999, are as follows:
---------------------------------------------------------------------
Additional paid-in-capital at December 31, 1998 and 1999....  $ 3,213
Stock-based compensation award to an employee...............   95,327
                                                              -------
Additional paid-in-capital at December 31, 2000.............  $98,540
---------------------------------------------------------------------
NOTE 8. RESTRICTED STOCK PLAN AND STOCK-BASED COMPENSATION

In May of 2000 the Company adopted a restricted stock plan under which it may
grant shares of non-voting common stock to certain executive employees. The plan
is administered by the Compensation Committee of the Board of Directors and
covers the period from January 1, 2000, to December 31, 2005. The maximum number
of shares of non-voting common stock which may be subject to restricted stock
awards under the plan is 5,000. However, no individual recipient is entitled to
receive an aggregate total of more than ten percent of the shares available
under the plan.

                                       F-59
The shares awarded pursuant to this plan are subject to certain restrictions on
transfer. Such restrictions will lapse with respect to one-fourth of the shares
awarded on April 30 during each of the four consecutive calendar years beginning
with the first April 30th following the calendar year during which the award is
made, but only if on the date the restrictions are to lapse the recipient has
been an employee of the Company continuously from the time of the restricted
stock award to such date of lapse.

For the year ended December 31, 2000, there were no stock awards subject to the
terms and restrictions of this plan. However, the Company issued 22.43 shares of
non-voting common stock to an executive employee during 2000 which was not
subject to the restricted stock plan. This transaction was recorded in
accordance with SEAS No. 123, "Accounting for Stock-Based Compensation," which
encourages entities to account for various equity instruments using a fair value
approach. An independent appraisal of the Company was utilized to determine fair
value. The total compensation cost recognized for stock-based employee
compensation awards in 2000 was $95,327.

NOTE 9. FAIR VALUES OF FINANCIAL INSTRUMENTS

The Company has a number of financial instruments, none of which are held for
trading purposes. The Company estimates that the fair value of all financial
instruments at December 31, 2000, does not differ materially from the aggregate
carrying values of its financial instruments recorded in the accompanying
balance sheet. The estimated fair value amounts have been determined by the
Company using available market information and appropriate valuation
methodologies. Considerable judgment is necessarily required in interpreting
market data to develop the estimates of fair value, and, accordingly, the
estimates are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.

NOTE 10. CONCENTRATIONS OF CREDIT RISK

The Company's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash and cash equivalents and trade receivables.

The Company maintains cash and cash equivalent balances at several financial
institutions located in the Chicago area. Accounts at each institution are
insured by the Federal Deposit Insurance Corporation up to $100,000. The
Company's uninsured cash and cash equivalent balances total $10,503,189 at
December 31, 2000.

Concentrations of credit risk with respect to trade accounts receivable are
limited due to the Company's routine assessments of the financial strength of
its customers. The Company's historical experience in collection of accounts
receivable falls within the recorded allowances.

NOTE 11. SELF INSURANCE

Landis Plastics, Inc. maintains outside insurance coverage for worker's
compensation claims in the states of Indiana and Arizona, but is self insured in
the states of Illinois and New York. The company does, however, maintain outside
insurance coverage for Illinois and New York claims that exceed $300,000 per
occurrence, and $778,819 in aggregate for all claims in a policy year.

In accordance with Illinois state requirements, the Company maintains an
irrevocable standby letter of credit in the amount of $250,000 from American
National Bank and Trust Company of Chicago for the benefit of the Industrial
Commission of Illinois. In accordance with New York

                                       F-60
state requirements, the Company maintains an irrevocable standby letter of
credit in the amount of $1,010,613 from American National Bank and Trust Company
of Chicago for the benefit of the state of New York Workmen's Compensation
Board. No funds were drawn under either letter of credit in 2000 or 1999.

All approved claims of approximately $504,000 and $563,300 were paid by the
Company in 2000 and 1999, respectively. The Company has recorded an accrued
liability of $548,091 for pending claims as of December 31, 2000.

NOTE 12. LEASE COMMITMENTS

The plants in Chicago Ridge and Alsip, Illinois, are owned by related parties
and leased to the Company under annual agreements expiring December 31, 2001.
The annual rental is $289,000 for the Chicago Ridge facility and $2,810,100 for
the Alsip facility. The Company is liable for property taxes and insurance. The
plants in Indiana are owned by the Company.

The facility in Solvay, New York, is owned by related parties and leased to the
Company under a ten year lease expiring in June, 2004. The annual rental is
$600,000 and the Company is also liable for property taxes and insurance. The
lease provides an option to the Company for two renewal terms for successive
periods of five years each with annual rentals remaining the same.

The facility in Tolleson, Arizona, is owned by related parties and leased to the
Company under an annual agreement expiring December 31, 2001. The annual rental
is $1,200,000 and the Company is also liable for property taxes and insurance.

Minimum future rental payments under noncancelable operating leases having
remaining terms in excess of one year as of December 31, 2000, for each of the
next five years are as follows:
----------------------------------------------------------------------
YEAR                                                           AMOUNT
----------------------------------------------------------------------
2001........................................................  $600,000
2002........................................................   600,000
2003........................................................   600,000
2004........................................................   300,000
2005........................................................        --
----------------------------------------------------------------------
The Company also leases warehouses under several operating leases on a month to
month basis. Total rent expense for all operating leases amounted to $4,732,454
and $4,177,775 for 2000 and 1999, respectively.

NOTE 13. STOCKHOLDERS' AGREEMENT

The stockholders of the Company have an agreement stipulating, among other
things, the terms under which the Company's stock can be sold or transferred.
The agreement provides that a stockholder intending to dispose of an interest in
the Company must first obtain written consent of the Company and all other
stockholders. The Company has the option to redeem shares upon the death,
disability, or termination of employment of a stockholder if certain other
stockholders do not exercise their options to purchase. The Company is not
required to redeem shares under any circumstances.

                                       F-61
NOTE 14. OTHER COMMITMENTS AND CONTINGENCIES

In addition to the standby letters of credit required for self insurance
purposes as identified in Note 11, the Company is contingently liable for
performance under standby letters of credit to collateralize its obligations to
a third party for the purchase of equipment. These irrevocable standby letters
of credit in the amount of $1,381,230 from American National Bank and Trust
Company of Chicago as of December 31, 2000, are for the benefit of an equipment
manufacturing vendor. Management does not expect any material losses to result
from these off-balance-sheet instruments and, therefore, is of the opinion that
the fair value of these instruments is zero.

The Company was a party to several related claims involving employment matters.
In December of 2000, the Company entered into a Consent Decree with the Equal
Employment Opportunity Commission (EEOC) to settle the claims. Under the Consent
Decree, the Company established a claims settlement fund for $782,000, of which,
$681,367 remained in the fund as of December 31, 2000, for the benefit of
various claimants. The $681,367 is reflected in the financial statements as of
December 31, 2000, as "restricted cash for accrued EEOC settlements" and the
related current liability is included in "other accrued expenses."

The Company is also a defendant in a third party action arising out of an injury
to an employee. The plaintiff is seeking $3,000,000 in damages, but the Company
denies any liability for the accident. However, there is a reasonable
possibility that liability would be apportioned to an equipment manufacturer and
the Company. Management believes its potential exposure to be in the range of
$200,000 to $250,000.

Other claims, suits, and complaints arising in the ordinary course of operations
have been filed or are pending against the Company. In the opinion of
management, such matters are without merit or are of such kind, or involve such
amounts, as would not have a significant effect on the financial position or
results of operations of the Company if disposed of unfavorably.

                                       F-62
LANDIS PLASTICS, INC.

                                 BALANCE SHEETS
---------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                              SEPTEMBER 28, 2003   DECEMBER 31, 2002
---------------------------------------------------------------------------------------------
                                                          (UNAUDITED)
ASSETS
Current assets:
  Cash and cash equivalents..........................       $  6,903            $ 10,029
  Accounts receivable and short-term notes...........         24,868              18,371
  Inventories........................................         22,299              19,990
  Other current assets...............................          2,106               2,401
                                                       --------------------------------------
     Total current assets............................         56,176              50,791
Property and equipment; net..........................         64,681              71,526
Other assets.........................................         10,369               4,994
                                                       --------------------------------------
Total assets.........................................       $131,226            $127,311
                                                       --------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable...................................       $ 10,113            $  6,169
  Accrued interest...................................            105                 792
  Other current liabilities..........................         12,505               9,405
  Current portion of long-term debt..................          5,786               2,200
                                                       --------------------------------------
     Total current liabilities.......................         28,509              18,566
Long-term liabilities:
  Long-term debt, net of current portion.............         26,801              32,037
  Other long-term liabilities........................             83                  83
                                                       --------------------------------------
Total liabilities....................................         55,393              50,686
                                                       --------------------------------------
Stockholders' equity:
  Preferred stock....................................              -                   -
  Common stock.......................................             54                  54
  Additional paid-in capital.........................          1,258                 253
  Retained earnings..................................         74,521              76,318
                                                       --------------------------------------
Total stockholders' equity...........................         75,833              76,625
                                                       --------------------------------------
Total liabilities and stockholders' equity...........       $131,226            $127,311
---------------------------------------------------------------------------------------------
See accompanying notes to financial statements

                                       F-63
LANDIS PLASTICS, INC.

                   STATEMENTS OF INCOME AND RETAINED EARNINGS
----------------------------------------------------------------------------------------------
FOR THE THIRTY-NINE WEEKS ENDED
(IN THOUSANDS OF DOLLARS)                              SEPTEMBER 28, 2003   SEPTEMBER 29, 2002
----------------------------------------------------------------------------------------------
                                                                     (UNAUDITED)
REVENUE
   Product sales.....................................       $161,010             $152,964
   Other sales.......................................          3,515               2,658
                                                       ---------------------------------------
      Total revenue..................................        164,525             155,622
                                                       ---------------------------------------
COST OF GOODS SOLD
   Materials.........................................         63,931              54,994
   Labor and overhead................................         70,440              68,235
                                                       ---------------------------------------
      Total cost of goods sold.......................        134,371             123,229
                                                       ---------------------------------------
Gross profit.........................................         30,154              32,393
                                                       ---------------------------------------
GENERAL EXPENSES
   Selling and marketing.............................          4,451               3,524
   Administrative....................................         10,155               8,825
   Transportation....................................          2,618               2,290
   Warehousing.......................................          8,424               7,682
                                                       ---------------------------------------
      Total general expenses.........................         25,648              22,321
                                                       ---------------------------------------
Operating income.....................................          4,506              10,072
Other income (expense)
   Interest income...................................            277                 411
   Interest expense..................................         (2,163)             (2,297)
                                                       ---------------------------------------
Net income before income taxes.......................          2,620               8,186
Provision for state income taxes.....................             77                  82
                                                       ---------------------------------------
Net income...........................................          2,543               8,104
Retained earnings--beginning of year.................         76,318              69,570
Stockholder distributions............................         (4,340)             (4,043)
                                                       ---------------------------------------
Retained earnings--end of period.....................       $ 74,521             $73,631
----------------------------------------------------------------------------------------------
See accompanying notes to financial statements

                                       F-64
LANDIS PLASTICS, INC.

                            STATEMENTS OF CASH FLOWS
----------------------------------------------------------------------------------------------
FOR THE THIRTY-NINE WEEKS ENDED
(IN THOUSANDS OF DOLLARS)                              SEPTEMBER 28, 2003   SEPTEMBER 29, 2002
----------------------------------------------------------------------------------------------
                                                                     (UNAUDITED)
Cash flows from operating activities:
   Net income........................................  $            2,543   $            8,104
   Adjustments to reconcile net income to net cash
      provided by operating activities:
   Depreciation......................................               9,586                9,224
   Gain on sale of equipment.........................                   -                  (37)
   (Increase) decrease in:
      Accounts receivable............................              (6,914)              (4,562)
      Inventory......................................              (2,309)              (5,318)
      Other assets...................................                 187                 (675)
   Increase (decrease) in:
      Accounts payable...............................               7,549                4,417
      Other current liabilities......................                (631)                (631)
                                                       ---------------------------------------
         Net cash provided by operating activities...              10,011               10,522
                                                       ---------------------------------------
Cash flows from investing activities:
   Capital acquisitions and equipment deposits.......              (7,718)              (4,199)
   Proceeds from sale of equipment...................                   7                   35
   Receipts from long term investments...............                 (15)                  46
                                                       ---------------------------------------
      Net cash used in investing activities..........              (7,726)              (4,118)
                                                       ---------------------------------------
Cash flows from financing activities:
   Net borrowings from related parties...............                (427)                (736)
   Equity compensation...............................               1,006                    -
   Principal payments on long-term debt..............              (1,650)              (3,050)
   Stockholder distributions.........................              (4,340)              (4,042)
                                                       ---------------------------------------
       Net cash used in financing activities.........              (5,411)              (7,828)
                                                       ---------------------------------------
Net decrease in cash.................................              (3,126)              (1,424)
Cash and cash equivalents at beginning of year.......              10,029                8,321
                                                       ---------------------------------------
Cash and cash equivalents at end of period...........  $            6,903   $            6,897
----------------------------------------------------------------------------------------------
See accompanying notes to financial statements

                                       F-65
LANDIS PLASTICS, INC.

                       NOTES TO THE FINANCIAL STATEMENTS
               (DOLLARS IN THOUSANDS, EXCEPT AS OTHERWISE NOTED)
                                  (UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Landis Plastics,
Inc. have been prepared in accordance with accounting principles generally
accepted in the United States ("GAAP") for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results for the periods
presented are not necessarily indicative of the results that may be expected for
the full fiscal year.

2. LONG-TERM DEBT

Notes payable as of September 28, 2003 and December 31, 2002, are as follows:
--------------------------------------------------------------------------------
                                                              9/28/03   12/31/02
--------------------------------------------------------------------------------
Bank One, interest at the lesser of prime or LIBOR + 1.5%,
monthly principal payments of $83 plus interest, due in
2005, secured by equipment..................................  $ 2,087   $ 2,837
Bank One, interest at the lesser of prime or LIBOR + 1.5%,
monthly principal payments of $100 plus interest, due March
1, 2004, secured by equipment...............................      500     1,400
C.M. Life Insurance Company, semi-annual interest payments
at 8.88% on senior note until maturity, annual principal
payments of $371 beginning in March of 2004 until maturity
in March of 2010, unsecured.................................    2,600     2,600
Massachusetts Mutual Life Insurance Company, semi-annual
interest payments at 8.88% on three separate senior notes
until maturity, annual principal payments of $2,486
beginning in March of 2004 until maturity in March of 2010,
unsecured...................................................   17,400    17,400
Northern Life Insurance Company, semi-annual interest
payments at 8.88% on senior note until maturity, annual
principal payments of $571 beginning in March of 2004 until
maturity in March of 2010, unsecured........................    4,000     4,000
Reliastar Life Insurance Company, semi-annual interest
payments at 8.88% on senior note until maturity, annual
principal payments of $429 beginning in March of 2004 until
maturity in March of 2010, unsecured........................    3,000     3,000
Sigler and Company, semi-annual interest payments at 8.88%
on senior note until maturity, annual principal payments of
$429 beginning in March of 2004 until maturity in March
2010, unsecured.............................................    3,000     3,000
                                                              ------------------
Total notes payable.........................................   32,587    34,237
Less: current portion.......................................   (5,786)   (2,200)
                                                              ------------------
Long-term debt..............................................  $26,801   $32,037
--------------------------------------------------------------------------------
F-66
Maturities of long-term debt for the next five years are as follows:
----------------------------------------
2003    2004     2005     2006     2007
----------------------------------------
$550   $5,486   $5,122   $4,286   $4,286
----------------------------------------
The provisions of the Company's loan and credit agreements with Bank One require
the maintenance of at least $5.5 million of working capital, and at each
calendar quarter end a ratio of current assets to current liabilities of not
less than 1.22 to 1.0, a ratio of indebtedness to tangible net worth of not
greater than 1.0 to 1.0, and a debt service ratio equal or greater than 1.2 to
1.0. The Company is also required to maintain minimum tangible net worth of at
least $61.5 million in 2003. The Company was in compliance with the
aforementioned covenants as of September 28, 2003.

The provisions of the senior notes under the private placement agreement
requires the Company to maintain specified levels of consolidated net worth and
certain financial performance ratios. The covenants also stipulate certain
limitations on additional indebtedness, mergers or consolidations, asset sales,
investments, and transactions with affiliates. At September 28, 2003, the
Company was in compliance with all of these provisions.

3. RECENTLY ISSUED 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. 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 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.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN No. 46"). FIN No. 46 clarifies the application
of Accounting Research Bulletin No. 51, Consolidated Financial Statements, in
determining whether a reporting entity should

                                       F-67
consolidate certain legal entities, including partnerships, limited liability
companies, or trusts, among others, collectively defined as variable interest
entities ("VIEs"). This interpretation applies to VIEs created or obtained after
January 31, 2003, and as of July 1, 2003, to VIEs in which an enterprise holds a
variable interest that it acquired before February 1, 2003. The initial adoption
of this statement did not have a material impact on the Company.

In April 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. Initial
adoption of this statement did not have a material impact on the Company.

In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity ("SFAS No. 150"). This statement establishes standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003. The adoption
of this statement does not result in any material change to the Company's
existing reporting.

4. SUBSEQUENT EVENT

On October 15, 2003, Berry Plastics Corporation ("Berry") announced that it has
entered into a definitive agreement to acquire Landis Plastics, Inc. ("Landis")
for $228.0 million, including repayment of existing indebtedness. The purchase
price will be funded with a combination of debt, an equity investment from
Berry's existing investors and Landis management, and cash on Berry's balance
sheet. The transaction is scheduled to close in the fourth quarter of 2003 and
is subject to customary closing conditions. Berry has also agreed to acquire
four facilities currently leased by Landis from affiliates of Landis. Berry
currently intends to assign its right to purchase these facilities to a third
party and lease them from that third party.

                                       F-68
[Berry Logo]
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table set forth the estimated expenses incurred or expected to be
incurred in connection with this registration statement and the transactions
contemplated hereby.
---------------------------------------------------------------------
                            ITEM                              AMOUNT
---------------------------------------------------------------------
SEC registration fee(1).....................................  $    (1)
Printing and engraving expenses.............................  $ 5,000
Trustee fees................................................  $ 1,000
Legal fees and expenses.....................................  $10,000
Accounting fees and expenses................................  $ 5,000
Miscellaneous expenses......................................  $ 1,000
---------------------------------------------------------------------
(1) Pursuant to Rule 457(q) of the Securities Act, no filing fee is required.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

We are incorporated under the laws of the State of Delaware. Section 145 of the
Delaware General Corporation Law ("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 an 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.

                                       II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

During the three years preceding the filing of this registration statement, the
Registrants have not sold their securities without registration under the
Securities Act of 1933, except as described below.

A portion of the consideration delivered in connection with the acquisition of
Pescor pursuant to an Agreement and Plan of Reorganization dated as of May 14,
2001 (the "Merger Agreement"), by and among BPC Holding Corporation ("Holding"),
Pescor, Pescor, Inc. and the shareholders of Pescor (the "Shareholders"), was
paid by Holding through the issuance by Holding of 3,063 shares of Series C-1
Preferred Stock, with a stated value of $652.95 per share, 1,910 shares of C-2
Preferred Stock, with a stated value of $1,047.12 per share, 2,135 shares of C-3
Preferred Stock, with a stated value of $936.77 per share, 3,033 shares of
Series C-4 Preferred Stock, with a stated value of $659.41 per share, and 3,027
shares of Series C-5 Preferred Stock, with a stated value of $660.72 per share
(collectively the "Series C Preferred Stock"). The aggregate value of the Series
C Preferred Stock was $10 million. The Series C Preferred Stock was issued in
transactions exempt from registration in reliance on the exemption provided by
Section 4(2) of the Securities Act of 1933.

On July 22, 2002, in reliance on the exemptions from registration provided by
Section 4(2) and Rule 144A of the Securities Act, Berry Plastics Corporation
("Berry") issued $250,000,000 in aggregate principal amount of its 10 3/4%
Senior Subordinated Notes due 2012 (the "Notes") to Goldman, Sachs & Co., J.P.
Morgan Securities Inc., The Royal Bank of Scotland and Credit Suisse First
Boston Corporation in a private placement. On November 20, 2003, in reliance on
the exemptions from registration provided by Section 4(2) and Rule 144A of the
Securities Act, Berry issued $85,000,000 in aggregate principal amount of its
Notes to Goldman, Sachs & Co. and J.P. Morgan Securities Inc. in a private
placement.

On July 22, 2002, GS Berry Acquisition Corp., (the "Buyer") a newly formed
entity controlled by various private equity funds affiliated with Goldman, Sachs
& Co., merged (the "Merger") with and into Holding, pursuant to an agreement and
plan of merger, dated as of May 25, 2002. At the effective time of the Merger,
(1) each share of common stock of Holding issued and outstanding immediately
prior to the effective time of the Merger was converted into the right to
receive cash pursuant to the terms of the merger agreement, and (2) each share
of common stock of the Buyer issued and outstanding immediately prior to the
effective time of the Merger was converted into one share of common stock of
Holding. Registration under the Securities Act was not required for issuances of
Holding common stock pursuant to this Merger. Since the shares were issued in a
transaction not involving a public offering, these issuances were exempt from
registration under the Securities Act pursuant to Section 4(2).

During 2001, Holding sold an aggregate of 2,713 shares of its common stock to
employees of Berry for an aggregate purchase price of $292,000. During 2002
prior to the Merger, Holding sold an aggregate of 18,134 shares of its common
stock to employees of Berry for an aggregate purchase price of $2,122,000.
During 2002 subsequent to the Merger, Holding sold

                                       II-2
an aggregate of 41,628 shares of its common stock to employees of Berry for an
aggregate purchase price of $4,163,000. During 2003, Holding sold an aggregate
of 114,758 shares of its common stock to employees of Berry for an aggregate
purchase price of $11,053,000. In addition during 2003, Holding sold an
aggregate of 515,000 shares of its common stock to GS Capital Partners 2000,
L.P. and its affiliates and J.P. Morgan Global Investors, L.P. and its
affiliates for aggregate consideration of $51,500,000. These issuances were
exempt from registration under the Securities Act pursuant to section 4(2)
thereof because they did not involve a public offering as the shares were
offered and sold only to a small group of employees or in private placement to
qualified institutions.

No other sales of the Registrants' securities have taken place within the last
three years.

                                       II-3
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS

The following is a list of all the documents filed as part of the Registration
Statement
NUMBER                           DESCRIPTION
------                           -----------
2.1     The Agreement and Plan of Merger dated as of October 15,
         2003, by and among the Company, Berry Plastics Acquisition
         Corporation IV, Landis, all the shareholders of Landis, the
         Real Estate Sellers (as defined therein) and Gregory J.
         Landis, as the Shareholder Representative (as defined
         therein) (filed as Exhibit 2.1 to the Registration Statement
         on Form S-4 filed on January 9, 2004 (the "2004 form S-4")
         and incorporated herein by reference)
 3.1     Certificate of Incorporation of the Company (filed as
         Exhibit 3.3 to the Registration Statement on Form S-1 filed
         on February 24, 1994 (the "Form S-1") and incorporated
         herein by reference)
 3.2     Bylaws of the Company (filed as Exhibit 3.4 to the Form S-1
         and incorporated herein by reference)
 3.3     Amended and Restated Certificate of Incorporation of BPC
         Holding Corporation ("Holding") (filed as Exhibit 4.1 to the
         Form S-8 filed on August 6, 2002 (the "Form S-8") and
         incorporated herein by reference)
 3.4     Amended and Restated Bylaws of Holding (filed as Exhibit 4.2
         to the Form S-8 and incorporated herein by reference)
 4.1     The Indenture, dated as of July 22, 2002, among BPC Holding
         Corporation, the Company, the other guarantors listed on the
         signature page thereof, and U.S. Bank Trust National
         Association, as trustee relating to the 10 3/4% Senior
         Subordinated Notes due 2012 (filed as Exhibit 4.1 to the
         Registration Statement on Form S-4 filed on August 8, 2002
         (the "2002 Form S-4") and incorporated herein by reference)
 4.2     The Registration Rights Agreement, dated November 20, 2003,
         among the Company, BPC Holding, the other guarantors listed
         on the signature page thereof, and J.P. Morgan Securities
         Inc., Goldman Sachs & Co., as Initial Purchasers relating to
         the 10 3/4% Senior Subordinated Notes due 2012 (filed as
         Exhibit 4.2 to the 2004 Form S-4 and incorporated herein by
         reference)
 4.3     Supplemental Indenture, dated as of August 6, 2002, among
         the Company, BPC Holding Corporation, Berry Iowa
         Corporation, Packerware Corporation, Knight Plastics, Inc.,
         Berry Sterling Corporation, Berry Plastic Design
         Corporation, Poly-Seal Corporation, Berry Plastics
         Acquisitions Corporation III, Venture Packaging, Inc.,
         Venture Packaging Midwest, Inc., Berry Plastics Technical
         Services, Inc., CPI Holding Corporation, Aerocon, Inc.,
         Pescor, Inc., Berry Tri-Plas Corporation and Cardinal
         Packaging, Inc., Berry Plastics Acquisition Corporation IV,
         Berry Plastics Acquisition Corporation V, Berry Plastics
         Acquisition Corporation VI, Berry Plastics Acquisition
         Corporation VII, Berry Plastics Acquisition Corporation
         VIII, Berry Plastics Acquisition Corporation IX, Berry
         Plastics Acquisition Corporation X, Berry Plastics
         Acquisition Corporation XI, Berry Plastics Acquisition
         Corporation XII, Berry Plastics Acquisition Corporation
         XIII, Berry Plastics Acquisition Corporation XIV, LLC, Berry
         Plastics Acquisition Corporation XV, LLC, and U.S. Bank
         Trust National Association, as trustee (filed as Exhibit 4.3
         to the 2002 Form S-4 and incorporated herein by reference)
II-4
NUMBER                           DESCRIPTION
------                           -----------
4.4     Second Supplemental Indenture, dated as of November 20,
         2003, among Landis Plastics, Inc., the Company, BPC Holding
         Corporation, Berry Iowa Corporation, Packerware Corporation,
         Knight Plastics, Inc., Berry Sterling Corporation, Berry
         Plastic Design Corporation, Poly-Seal Corporation, Berry
         Plastics Acquisitions Corporation III, Venture Packaging,
         Inc., Venture Packaging Midwest, Inc., Berry Plastics
         Technical Services, Inc., CPI Holding Corporation, Aerocon,
         Inc., Pescor, Inc., Berry Tri-Plas Corporation, Cardinal
         Packaging, Inc., Berry Plastics Acquisition Corporation IV,
         Berry Plastics Acquisition Corporation V, Berry Plastics
         Acquisition Corporation VI, Berry Plastics Acquisition
         Corporation VII, Berry Plastics Acquisition Corporation
         VIII, Berry Plastics Acquisition Corporation IX, Berry
         Plastics Acquisition Corporation X, Berry Plastics
         Acquisition Corporation XI, Berry Plastics Acquisition
         Corporation XII, Berry Plastics Acquisition Corporation
         XIII, Berry Plastics Acquisition Corporation XIV, LLC, Berry
         Plastics Acquisition Corporation XV, LLC, and U.S. Bank
         Trust National Association, as trustee (filed as Exhibit 4.4
         to the 2004 Form S-4 and incorporated herein by reference)
 4.5     Form of Initial Note and Form of Exchange Note (included
         within the Indenture filed as Exhibit 4.1 to the 2002 Form
         S-4 and incorporated herein by reference)
 5.1*    Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP as
         to the legality of the securities
10.1     Stockholders Agreement dated as of July 22, 2002, among BPC
         Holding Corporation, GS Capital Partners 2000, L.P., GS
         Capital Partners Offshore, L.P., GS Capital Partners 2000
         GmbH & Co. Beteiligungs KG, GS Capital Partners 2000
         Employee Fund, L.P., Stone Street Fund 2000, L.P., Bridge
         Street Special Opportunities Fund 2000, L.P., Goldman Sachs
         Direct Investment Fund 2000, L.P., J.P. Morgan Partners
         (BHCA), L.P., J.P. Morgan Partners Global Investors, L.P.,
         J.P. Morgan Partners Global Investors (Cayman), L.P., J.P.
         Morgan Partners Global Investors (Cayman) II, L.P. and J.P.
         Morgan Partners Global Investors A, L.P. trustee (filed as
         Exhibit 4.3 to the 2002 Form S-4 and incorporated herein by
         reference)
10.2     Stockholders Agreement dated as of July 22, 2002, among BPC
         Holding Corporation, and those stockholders listed on
         Schedule A attached thereto (filed as Exhibit 4.6 to the
         Form S-8 and incorporated herein by reference)
10.3     Amended and Restated Credit and Guaranty Agreement, dated as
         of November 10, 2003, by and among the Company, Holding,
         certain subsidiaries of the Company, the lenders named
         therein (the "Lenders"), Goldman Sachs Credit Partners L.P.,
         as Administrative Agent (the "Administrative Agent"),
         JPMorgan Chase Bank, as Syndication Agent (the "Syndication
         Agent"), Fleet National Bank, as Collateral Agent, Issuing
         Bank and Swing Line Lender (the "Collateral Agent") and the
         Royal Bank of Scotland and General Electric Capital
         Corporation, as Co-Documentation Agents (the
         "Co-Documentation Agents")(filed as Exhibit 10.3 to the 2004
         Form S-4 and incorporated herein by reference)
10.4     Counterpart Agreement dated as of November 20, 2003, by and
         among the Company, Holding, certain subsidiaries of the
         Company (including Landis), the Lenders, the Administrative
         Agent, the Syndication Agent, the Collateral Agent and the
         Co-Documentation Agents (filed as Exhibit 10.4 to the 2004
         Form S-4 and incorporated herein by reference)
II-5
NUMBER                           DESCRIPTION
------                           -----------
10.5     Pledge Supplement, dated as of November 20, 2003, among the
         Company, the other Grantors named therein, and Fleet
         National Bank, as the Collateral Agent (filed as Exhibit
         10.5 to the 2004 Form S-4 and incorporated herein by
         reference)
10.6     Employment Agreement dated December 24, 1990, as amended,
         between the Company and R. Brent Beeler ("Beeler") (filed as
         Exhibit 10.10 to the Form S-1 and incorporated herein by
         reference)
10.7     Amendment to Beeler Employment Agreement dated November 30,
         1995 (filed as Exhibit 10.8 to the Annual report on Form
         10-K filed on March 28, 1996 (the "1995 Form 10-K") and
         incorporated herein by reference)
10.8     Amendment to Beeler Employment Agreement dated June 30, 1996
         (filed as Exhibit 10.7 to the Registration Statement on Form
         S-4 filed on July 17, 1996 (the "1996 Form S-4") and
         incorporated herein by reference)
10.9     Amendment to Beeler Employment Agreement dated as of June
         30, 2001 (filed as Exhibit 10.19 to the 2002 Form S-4 and
         incorporated herein by reference)
10.10    Employment Agreement dated December 24, 1990 as amended,
         between the Company and James M. Kratochvil ("Kratochvil")
         (filed as Exhibit 10.12 to the Form S-1 and incorporated
         herein by reference)
10.11    Amendment to Kratochvil Employment Agreement dated November
         30, 1995 (filed as Exhibit 10.12 to the 1995 Form 10-K and
         incorporated herein by reference)
10.12    Amendment to Kratochvil Employment Agreement dated June 30,
         1996 (filed as Exhibit 10.13 to the 1996 Form S-4 and
         incorporated herein by reference)
10.13    Amendment to Kratochvil Employment Agreement dated June 30,
         2001 (filed as Exhibit 10.21 to the 2002 Form S-4 and
         incorporated herein by reference)
10.14    Employment Agreement dated as of January 1, 1993, between
         the Company and Ira G. Boots ("Boots") (filed as Exhibit
         10.13 to the Form S-1 and incorporated herein by reference)
10.15    Amendment to Boots Employment Agreement dated November 30,
         1995 (filed as Exhibit 10.14 to the 1995 Form 10-K and
         incorporated herein by reference)
10.16    Amendment to Boots Employment Agreement dated June 30, 1996
         (filed as Exhibit 10.16 to the 1996 Form S-4 and
         incorporated herein by reference)
10.17    Amendment to Boots Employment Agreement dated June 30, 2001
         (filed as Exhibit 10.20 to the 2002 Form S-4 and
         incorporated herein by reference)
10.18    Financing Agreement dated as of April 1, 1991, between the
         City of Henderson, Nevada Public Improvement Trust and the
         Company (including exhibits) (filed as Exhibit 10.17 to the
         Form S-1 and incorporated herein by reference)
10.19    Employment Agreement dated as of August 14, 2000, between
         the Company and William J. Herdrich (filed as Exhibit 10.15
         to the 2002 Form S-4 and incorporated herein by reference)
10.20*   Employment Agreement dated as of February 16, 2004, between
         the Company and Greg Landis
10.21*   Amended and Restated BPC Holding Corporation 2002 Stock
         Option Plan dated March 3, 2004
10.22    BPC Holding Corporation Key Employee Equity Investment
         Program dated August 6, 2002 (filed as Exhibit 4.6 to the
         Form S-8 and incorporated herein by reference)
II-6
NUMBER                           DESCRIPTION
------                           -----------
12.1     Ratio of earnings to fixed charges (filed as Exhibit 12.1 to
         the 2004 Form S-4 and incorporated herein by reference)
21.1     List of Subsidiaries (filed as Exhibit 21.1 to the 2004 Form
         S-4 and incorporated herein by reference)
23.1*    Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
         (included in Exhibit 5.1
23.2*    Consent of Ernst & Young LLP
23.3*    Consent of Roche, Scholz, Roche & Walsh, Ltd.
24.1     Powers of Attorney (included in the signature pages to this
         Registration Statement)
25.1     Statement of Eligibility and Qualification of Trustee on
         Form T-1 of U.S. Bank Trust National Association under the
         Trust Indenture Act of 1939 (filed as Exhibit 25.1 to the
         2004 Form S-4 and incorporated herein by reference)
---------------
* Filed herewith.

(B) FINANCIAL STATEMENT SCHEDULE:

None.

ITEM 17. UNDERTAKINGS

The Registrant hereby undertakes:

    (1) to file, during any period in which offers or sales are being made, a
    post-effective amendment to this registration statement.

       (i) to include any prospectus required by Section 10(a)(3) of the
       Securities Act;

       (ii) to reflect in the prospectus any facts or events arising after the
       effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth in
       the registration statement. Notwithstanding the foregoing, any increase
       or decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering
       range may be reflected in the form of prospectus filed with the SEC
       pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
       price represent no more than a 20% change in the maximum aggregate
       offering price set forth in the "Calculation of Registration Fee" table
       in effective registration statement; and

       (iii) to include any material information with respect to the plan of
       distribution not previously disclosed in the registration statement or
       any material change to such information in the registration statement;

    (2) that, for the purpose of determining any liability under the Securities
    Act, each such post-effective amendment shall be deemed to be a new
    registration statement relating to the securities offered therein, and the
    offering of such securities at that time shall be deemed to be the initial
    bona fide offering thereof;

    (3) to remove from registration means of a post-effective amendment any of
    the securities being registered which remain unsold at the termination of
    the offering;

                                       II-7
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer of controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       II-8
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Berry
Plastics Corporation has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Evansville, State of Indiana on April 30, 2004.

                                          Berry Plastics Corporation

                                          By: /s/ JAMES M. KRATOCHVIL
                                            ------------------------------------
                                              James M. Kratochvil
                                              Executive Vice President, Chief
                                              Financial
                                              Officer, Treasurer and Secretary

The undersigned directors and officers of Berry Plastics Corporation hereby
constitute and appoint James M. Kratochvil and Ira G. Boots and each of them
with full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below this Registration
Statement on Form S-1 and any and all amendments thereto, including
post-effective amendments to this Registration Statement and to sign any and all
additional registration statements relating to the same offering of securities
as this Registration Statement that are filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and hereby ratify and confirm that all such attorneys-in-
fact, or any of them, or their substitutes shall lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.
SIGNATURE                                                TITLE
---------                                                -----
/s/ IRA G. BOOTS                       President, Chief Executive Officer, and
-----------------------------------------------------    Director (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer and Secretary (Principal
                 JAMES M. KRATOCHVIL                     Financial Officer)

                /s/ JOSEPH GLEBERMAN                     Chairman of the Board
-----------------------------------------------------
                  JOSEPH GLEBERMAN

             /s/ CHRISTOPHER C. BEHRENS                  Director
-----------------------------------------------------
               CHRISTOPHER C. BEHRENS
II-9
SIGNATURE                                                TITLE
---------                                                -----
/s/ PATRICK J. DALTON                    Director
-----------------------------------------------------
                  PATRICK J. DALTON

                /s/ DOUGLAS F. LONDAL                    Director
-----------------------------------------------------
                  DOUGLAS F. LONDAL

                 /s/ MATHEW J. LORI                      Director
-----------------------------------------------------
                   MATHEW J. LORI

                /s/ GREGORY J. LANDIS                    Director
-----------------------------------------------------
                  GREGORY J. LANDIS
II-10
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, BPC
Holding Corporation has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Evansville, State of Indiana on April 30, 2004.

                                          BPC Holding Corporation

                                          By: /s/ JAMES M. KRATOCHVIL
                                            ------------------------------------
                                          James M. Kratochvil
                                          Executive Vice President, Chief
                                          Financial
                                          Officer, Treasurer and Secretary

The undersigned directors and officers of BPC Holding Corporation hereby
constitute and appoint James M. Kratochvil and Ira G. Boots and each of them
with full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below this Registration
Statement on Form S-1 and any and all amendments thereto, including post-
effective amendments to this Registration Statement and to sign any and all
additional registration statements relating to the same offering of securities
as this Registration Statement that are filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and hereby ratify and confirm that all such attorneys-in-fact, or any
of them, or their substitutes shall lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.
SIGNATURE                                                TITLE
---------                                                -----
/s/ IRA G. BOOTS                       President, Chief Executive Officer and
-----------------------------------------------------    Director (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer and Secretary (Principal
                 JAMES M. KRATOCHVIL                     Financial Officer)

                /s/ JOSEPH GLEBERMAN                     Chairman of the Board
-----------------------------------------------------
                  JOSEPH GLEBERMAN

             /s/ CHRISTOPHER C. BEHRENS                  Director
-----------------------------------------------------
               CHRISTOPHER C. BEHRENS
II-11
SIGNATURE                                                TITLE
---------                                                -----
/s/ PATRICK J. DALTON                    Director
-----------------------------------------------------
                  PATRICK J. DALTON

                /s/ DOUGLAS F. LONDAL                    Director
-----------------------------------------------------
                  DOUGLAS F. LONDAL

                 /s/ MATHEW J. LORI                      Director
-----------------------------------------------------
                   MATHEW J. LORI

                /s/ GREGORY J. LANDIS                    Director
-----------------------------------------------------
                  GREGORY J. LANDIS
II-12
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Berry
Iowa Corporation, Packerware Corporation, Berry Sterling Corporation, Berry
Plastics Design Corporation, Venture Packaging, Inc., Venture Packaging Midwest,
Inc., Berry Plastics Technical Services, Inc., Cardinal Packaging, Inc., Berry
Tri-Plas Corporation, and Pescor, Inc., each has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Evansville, State of Indiana on April 30, 2004.

                                        BERRY IOWA CORPORATION
                                        PACKERWARE CORPORATION
                                        BERRY STERLING CORPORATION
                                        BERRY PLASTICS DESIGN CORPORATION
                                        VENTURE PACKAGING, INC.
                                        VENTURE PACKAGING MIDWEST, INC.
                                        BERRY PLASTICS TECHNICAL SERVICES, INC.
                                        CARDINAL PACKAGING, INC.
                                        BERRY TRI-PLAS CORPORATION
                                        PESCOR, INC.

                                        By: /s/ JAMES M. KRATOCHVIL
                                           -------------------------------------
                                            James M. Kratochvil
                                            Executive Vice President
                                            Chief Financial Officer,
                                            Treasurer and Secretary

The undersigned directors and officers of Berry Iowa Corporation, Packerware
Corporation, Berry Sterling Corporation, Berry Plastics Design Corporation,
Venture Packaging, Inc., Venture Packaging Midwest, Inc., Berry Plastics
Technical Services, Inc., Cardinal Packaging, Inc., Berry Tri-Plas Corporation,
and Pescor, Inc. constitute and appoint James M. Kratochvil and Ira G. Boots and
each of them with full power to act without the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the capacities indicated below this
Registration Statement on Form S-1 and any and all amendments thereto, including
post-effective amendments to this Registration Statement and to sign any and all
additional registration statements relating to the same offering of securities
as this Registration Statement that are filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and hereby ratify and confirm that all such
attorneys-in-fact, or any of them, or their or their substitutes shall lawfully
do or cause to be done by virtue hereof.

                                      II-13
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.
SIGNATURE                                                                    TITLE
---------                                                                    -----
/s/ IRA G. BOOTS                       President, Chief Executive Officer and
-----------------------------------------------------    Director (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer, Secretary and Director
                 JAMES M. KRATOCHVIL                     (Principal Financial Officer)

                 /s/ R. BRENT BEELER                     Director
-----------------------------------------------------
                   R. BRENT BEELER
II-14
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Aero
Con, Inc., and Berry Plastics Acquisition Corporation III, each has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Evansville, State of Indiana on April
30, 2004.

                                        AERO CON, INC.
                                        BERRY PLASTICS ACQUISITION CORPORATION
                                        III

                                        By: /s/ JAMES M. KRATOCHVIL
                                           -------------------------------------
                                            James M. Kratochvil
                                            Executive Vice President
                                            Chief Financial Officer,
                                            Treasurer and Secretary

The undersigned directors and officers of Aero Con, Inc. and Berry Plastics
Acquisition Corporation III constitute and appoint James M. Kratochvil and Ira
G. Boots and each of them with full power to act without the other and with full
power of substitution and resubstitution, our true and lawful attorneys-in-fact
with full power to execute in our name and behalf in the capacities indicated
below this Registration Statement on Form S-1 and any and all amendments
thereto, including post-effective amendments to this Registration Statement and
to sign any and all additional registration statements relating to the same
offering of securities as this Registration Statement that are filed pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and hereby ratify and confirm that all such
attorneys-in-fact, or any of them, or their or their substitutes shall lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.
SIGNATURE                                                                    TITLE
---------                                                                    -----
/s/ IRA G. BOOTS                       President, Chief Executive Officer and
-----------------------------------------------------    Director (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer, Secretary and Director
                 JAMES M. KRATOCHVIL                     (Principal Financial Officer)

                   /s/ MARK MILES                        Director
-----------------------------------------------------
                     MARK MILES
II-15
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Knight
Plastics Inc., Poly-Seal Corporation, and CPI Holding Corporation each has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Evansville, State of
Indiana on April 30, 2004.

                                        KNIGHT PLASTICS, INC.
                                        POLY-SEAL CORPORATION
                                        CPI HOLDING CORPORATION

                                        By: /s/ JAMES M. KRATOCHVIL
                                           -------------------------------------
                                            James M. Kratochvil
                                            Executive Vice President
                                            Chief Financial Officer,
                                            Treasurer and Secretary

The undersigned directors and officers of Knight Plastics, Inc., Poly-Seal
Corporation, and CPI Holding Corporation constitute and appoint James M.
Kratochvil and Ira G. Boots and each of them with full power to act without the
other and with full power of substitution and resubstitution, our true and
lawful attorneys-in-fact with full power to execute in our name and behalf in
the capacities indicated below this Registration Statement on Form S-1 and any
and all amendments thereto, including post-effective amendments to this
Registration Statement and to sign any and all additional registration
statements relating to the same offering of securities as this Registration
Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission and hereby
ratify and confirm that all such attorneys-in-fact, or any of them, or their or
their substitutes shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.
SIGNATURE                                                                    TITLE
---------                                                                    -----
/s/ IRA G. BOOTS                       President, Chief Executive Officer and
-----------------------------------------------------    Director (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer, Secretary and Director
                 JAMES M. KRATOCHVIL                     (Principal Financial Officer)

                /s/ WILLIAM HERDRICH                     Director
-----------------------------------------------------
                  WILLIAM HERDRICH
II-16
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Berry
Plastics Acquisition Corporation V, Berry Plastics Acquisition Corporation VI,
Berry Plastics Acquisition Corporation VII, Berry Plastics Acquisition
Corporation VIII, Berry Plastics Acquisition Corporation IX, Berry Plastics
Acquisition Corporation X, Berry Plastics Acquisition Corporation XI, Berry
Plastics Acquisition Corporation XII, and Berry Plastics Acquisition Corporation
XIII, each has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Evansville,
State of Indiana on April 30, 2004.

                                        Berry Plastics Acquisition Corporation V
                                        Berry Plastics Acquisition Corporation
                                        VI
                                        Berry Plastics Acquisition Corporation
                                        VII
                                        Berry Plastics Acquisition Corporation
                                        VIII
                                        Berry Plastics Acquisition Corporation
                                        IX
                                        Berry Plastics Acquisition Corporation X
                                        Berry Plastics Acquisition Corporation
                                        XI
                                        Berry Plastics Acquisition Corporation
                                        XII
                                        Berry Plastics Acquisition Corporation
                                        XIII

                                        By: /s/ JAMES M. KRATOCHVIL
                                           -------------------------------------
                                            James M. Kratochvil
                                            Executive Vice President
                                            Chief Financial Officer,
                                            Treasurer and Secretary

The undersigned directors and officers of Berry Plastics Acquisition Corporation
V, Berry Plastics Acquisition Corporation VI, Berry Plastics Acquisition
Corporation VII, Berry Plastics Acquisition Corporation VIII, Berry Plastics
Acquisition Corporation IX, Berry Plastics Acquisition Corporation X, Berry
Plastics Acquisition Corporation XI, Berry Plastics Acquisition Corporation XII,
and Berry Plastics Acquisition Corporation XIII constitute and appoint James M.
Kratochvil and Ira G. Boots and each of them with full power to act without the
other and with full power of substitution and resubstitution, our true and
lawful attorneys-in-fact with full power to execute in our name and behalf in
the capacities indicated below this Registration Statement on Form S-1 and any
and all amendments thereto, including post-effective amendments to this
Registration Statement and to sign any and all additional registration
statements relating to the same offering of securities as this Registration
Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission and hereby
ratify and confirm that all such attorneys-in-fact, or any of them, or their or
their substitutes shall lawfully do or cause to be done by virtue hereof.

                                      II-17
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.
SIGNATURE                                                                    TITLE
---------                                                                    -----
/s/ IRA G. BOOTS                       President, Chief Executive Officer and
-----------------------------------------------------    Director (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer, Secretary and Director
                 JAMES M. KRATOCHVIL                     (Principal Financial Officer)
II-18
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Landis
Plastics, Inc. has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Evansville,
State of Indiana on April 30, 2004.

                                        LANDIS PLASTICS, INC.

                                        By: /s/ JAMES M. KRATOCHVIL
                                           -------------------------------------
                                            James M. Kratochvil
                                            Executive Vice President
                                            Chief Financial Officer,
                                            Treasurer and Secretary

The undersigned directors and officers of Landis Plastics, Inc. constitute and
appoint James M. Kratochvil and Ira G. Boots and each of them with full power to
act without the other and with full power of substitution and resubstitution,
our true and lawful attorneys-in-fact with full power to execute in our name and
behalf in the capacities indicated below this Registration Statement on Form S-1
and any and all amendments thereto, including post-effective amendments to this
Registration Statement and to sign any and all additional registration
statements relating to the same offering of securities as this Registration
Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission and hereby
ratify and confirm that all such attorneys-in-fact, or any of them, or their or
their substitutes shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.
SIGNATURE                                                                    TITLE
---------                                                                    -----
/s/ IRA G. BOOTS                       Chief Executive Officer, Director and Chairman
-----------------------------------------------------    of the Board (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer, Secretary and Director
                 JAMES M. KRATOCHVIL                     (Principal Financial Officer)

                 /s/ R. BRENT BEELER                     Director
-----------------------------------------------------
                   R. BRENT BEELER

                /s/ GREGORY J. LANDIS                    President and Director
-----------------------------------------------------
                  GREGORY J. LANDIS

                   /s/ BRETT BAUER                       Director
-----------------------------------------------------
                     BRETT BAUER
II-19
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Berry
Plastics Acquisition Corporation XIV, LLC, and Berry Plastics Acquisition
Corporation XV, LLC, each has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Evansville, State of Indiana on April 30, 2004.

                                          BERRY PLASTICS ACQUISITION
                                          CORPORATION XIV, LLC
                                          BERRY PLASTICS ACQUISITION
                                          CORPORATION XV, LLC

                                          By:     /s/ JAMES M. KRATOCHVIL
                                            ------------------------------------
                                              James M. Kratochvil
                                              Executive Vice President, Chief
                                              Financial Officer, Treasurer
                                              and Secretary

The undersigned managers and officers of Berry Plastics Acquisition Corporation
XIV, LLC, and Berry Plastics Acquisition Corporation XV, LLC constitute and
appoint James M. Kratochvil and Ira G. Boots and each of them with full power to
act without the other and with full power of substitution and resubstitution,
our true and lawful attorneys-in-fact with full power to execute in our name and
behalf in the capacities indicated below this Registration Statement on Form S-1
and an all amendments thereto, including post-effective amendments to this
Registration Statement and to sign any and all additional registration
statements relating to the same offering of securities as this Registration
Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission and hereby
ratify and confirm that all such attorneys-in-fact, or any of them, or their or
their substitutes shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 30, 2004.
SIGNATURE                                                                    TITLE
---------                                                                    -----
/s/ IRA G. BOOTS                       President, Chief Executive Officer, and
-----------------------------------------------------    Manager (Principal Executive Officer)
                    IRA G. BOOTS

               /s/ JAMES M. KRATOCHVIL                   Executive Vice President, Chief Financial
-----------------------------------------------------    Officer, Treasurer, Secretary and Manager
                 JAMES M. KRATOCHVIL                     (Principal Financial Officer)
II-20
EXHIBIT INDEX
NUMBER                           DESCRIPTION
------                           -----------
2.1     The Agreement and Plan of Merger dated as of October 15,
         2003, by and among the Company, Berry Plastics Acquisition
         Corporation IV, Landis, all the shareholders of Landis, the
         Real Estate Sellers (as defined therein) and Gregory J.
         Landis, as the Shareholder Representative (as defined
         therein) (filed as Exhibit 2.1 to the Registration Statement
         on Form S-4 filed on January 9, 2004 (the "2004 Form S-4")
         and incorporated herein by reference)
 3.1     Certificate of Incorporation of the Company (filed as
         Exhibit 3.3 to the Registration Statement on Form S-1 filed
         on February 24, 1994 (the "Form S-1") and incorporated
         herein by reference)
 3.2     Bylaws of the Company (filed as Exhibit 3.4 to the Form S-1
         and incorporated herein by reference)
 3.3     Amended and Restated Certificate of Incorporation of BPC
         Holding Corporation ("Holding") (filed as Exhibit 4.1 to the
         Form S-8 filed on August 6, 2002 (the "Form S-8") and
         incorporated herein by reference)
 3.4     Amended and Restated Bylaws of Holding (filed as Exhibit 4.2
         to the Form S-8 and incorporated herein by reference)
 4.1     The Indenture, dated as of July 22, 2002, among BPC Holding
         Corporation, the Company, the other guarantors listed on the
         signature page thereof, and U.S. Bank Trust National
         Association, as trustee relating to the 10 3/4% Senior
         Subordinated Notes due 2012 (filed as Exhibit 4.1 to the
         Registration Statement on Form S-4 filed on August 8, 2002
         (the "2002 Form S-4") and incorporated herein by reference)
 4.2     The Registration Rights Agreement, dated November 20, 2003,
         among the Company, BPC Holding, the other guarantors listed
         on the signature page thereof, and J.P. Morgan Securities
         Inc., Goldman Sachs & Co., as Initial Purchasers relating to
         the 10 3/4% Senior Subordinated Notes due 2012 (filed as
         Exhibit 4.2 to the 2004 Form S-4 and incorporated herein by
         reference)
 4.3     Supplemental Indenture, dated as of August 6, 2002, among
         the Company, BPC Holding Corporation, Berry Iowa
         Corporation, Packerware Corporation, Knight Plastics, Inc.,
         Berry Sterling Corporation, Berry Plastic Design
         Corporation, Poly-Seal Corporation, Berry Plastics
         Acquisitions Corporation III, Venture Packaging, Inc.,
         Venture Packaging Midwest, Inc., Berry Plastics Technical
         Services, Inc., CPI Holding Corporation, Aerocon, Inc.,
         Pescor, Inc., Berry Tri-Plas Corporation and Cardinal
         Packaging, Inc., Berry Plastics Acquisition Corporation IV,
         Berry Plastics Acquisition Corporation V, Berry Plastics
         Acquisition Corporation VI, Berry Plastics Acquisition
         Corporation VII, Berry Plastics Acquisition Corporation
         VIII, Berry Plastics Acquisition Corporation IX, Berry
         Plastics Acquisition Corporation X, Berry Plastics
         Acquisition Corporation XI, Berry Plastics Acquisition
         Corporation XII, Berry Plastics Acquisition Corporation
         XIII, Berry Plastics Acquisition Corporation XIV, LLC, Berry
         Plastics Acquisition Corporation XV, LLC, and U.S. Bank
         Trust National Association, as trustee (filed as Exhibit 4.3
         to the 2002 Form S-4 and incorporated herein by reference)
NUMBER                           DESCRIPTION
------                           -----------
4.4     Second Supplemental Indenture, dated as of November 20,
         2003, among Landis Plastics, Inc., the Company, BPC Holding
         Corporation, Berry Iowa Corporation, Packerware Corporation,
         Knight Plastics, Inc., Berry Sterling Corporation, Berry
         Plastic Design Corporation, Poly-Seal Corporation, Berry
         Plastics Acquisitions Corporation III, Venture Packaging,
         Inc., Venture Packaging Midwest, Inc., Berry Plastics
         Technical Services, Inc., CPI Holding Corporation, Aerocon,
         Inc., Pescor, Inc., Berry Tri-Plas Corporation, Cardinal
         Packaging, Inc., Berry Plastics Acquisition Corporation IV,
         Berry Plastics Acquisition Corporation V, Berry Plastics
         Acquisition Corporation VI, Berry Plastics Acquisition
         Corporation VII, Berry Plastics Acquisition Corporation
         VIII, Berry Plastics Acquisition Corporation IX, Berry
         Plastics Acquisition Corporation X, Berry Plastics
         Acquisition Corporation XI, Berry Plastics Acquisition
         Corporation XII, Berry Plastics Acquisition Corporation
         XIII, Berry Plastics Acquisition Corporation XIV, LLC, Berry
         Plastics Acquisition Corporation XV, LLC, and U.S. Bank
         Trust National Association, as trustee (filed as Exhibit 4.4
         to the 2004 Form S-4 and incorporated herein by reference)
 4.5     Form of Initial Note and Form of Exchange Note (included
         within the Indenture filed as Exhibit 4.1 to the 2002 Form
         S-4 and incorporated herein by reference)
 5.1*    Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP as
         to the legality of the securities
10.1     Stockholders Agreement dated as of July 22, 2002, among BPC
         Holding Corporation, GS Capital Partners 2000, L.P., GS
         Capital Partners Offshore, L.P., GS Capital Partners 2000
         GmbH & Co. Beteiligungs KG, GS Capital Partners 2000
         Employee Fund, L.P., Stone Street Fund 2000, L.P., Bridge
         Street Special Opportunities Fund 2000, L.P., Goldman Sachs
         Direct Investment Fund 2000, L.P., J.P. Morgan Partners
         (BHCA), L.P., J.P. Morgan Partners Global Investors, L.P.,
         J.P. Morgan Partners Global Investors (Cayman), L.P., J.P.
         Morgan Partners Global Investors (Cayman) II, L.P. and J.P.
         Morgan Partners Global Investors A, L.P. trustee (filed as
         Exhibit 4.3 to the 2002 Form S-4 and incorporated herein by
         reference)
10.2     Stockholders Agreement dated as of July 22, 2002, among BPC
         Holding Corporation, and those stockholders listed on
         Schedule A attached thereto (filed as Exhibit 4.6 to the
         Form S-8 and incorporated herein by reference)
10.3     Amended and Restated Credit and Guaranty Agreement, dated as
         of November 10, 2003, by and among the Company, Holding,
         certain subsidiaries of the Company, the lenders named
         therein (the "Lenders"), Goldman Sachs Credit Partners L.P.,
         as Administrative Agent (the "Administrative Agent"),
         JPMorgan Chase Bank, as Syndication Agent (the "Syndication
         Agent"), Fleet National Bank, as Collateral Agent, Issuing
         Bank and Swing Line Lender (the "Collateral Agent") and the
         Royal Bank of Scotland and General Electric Capital
         Corporation, as Co-Documentation Agents (the
         "Co-Documentation Agents")(filed as Exhibit 10.3 to the 2004
         Form S-4 and incorporated herein by reference)
10.4     Counterpart Agreement dated as of November 20, 2003, by and
         among the Company, Holding, certain subsidiaries of the
         Company (including Landis), the Lenders, the Administrative
         Agent, the Syndication Agent, the Collateral Agent and the
         Co-Documentation Agents (filed as Exhibit 10.4 to the 2004
         Form S-4 and incorporated herein by reference)
10.5     Pledge Supplement, dated as of November 20, 2003, among the
         Company, the other Grantors named therein, and Fleet
         National Bank, as the Collateral Agent (filed as Exhibit
         10.5 to the 2004 Form S-4 and incorporated herein by
         reference)
NUMBER                           DESCRIPTION
------                           -----------
10.6     Employment Agreement dated December 24, 1990, as amended,
         between the Company and R. Brent Beeler ("Beeler") (filed as
         Exhibit 10.10 to the Form S-1 and incorporated herein by
         reference)
10.7     Amendment to Beeler Employment Agreement dated November 30,
         1995 (filed as Exhibit 10.8 to the Annual report on Form
         10-K filed on March 28, 1996 (the "1995 Form 10-K") and
         incorporated herein by reference)
10.8     Amendment to Beeler Employment Agreement dated June 30, 1996
         (filed as Exhibit 10.7 to the Registration Statement on Form
         S-4 filed on July 17, 1996 (the "1996 Form S-4") and
         incorporated herein by reference)
10.9     Amendment to Beeler Employment Agreement dated as of June
         30, 2001 (filed as Exhibit 10.19 to the 2002 Form S-4 and
         incorporated herein by reference)
10.10    Employment Agreement dated December 24, 1990 as amended,
         between the Company and James M. Kratochvil ("Kratochvil")
         (filed as Exhibit 10.12 to the Form S-1 and incorporated
         herein by reference)
10.11    Amendment to Kratochvil Employment Agreement dated November
         30, 1995 (filed as Exhibit 10.12 to the 1995 Form 10-K and
         incorporated herein by reference)
10.12    Amendment to Kratochvil Employment Agreement dated June 30,
         1996 (filed as Exhibit 10.13 to the 1996 Form S-4 and
         incorporated herein by reference)
10.13    Amendment to Kratochvil Employment Agreement dated June 30,
         2001 (filed as Exhibit 10.21 to the 2002 Form S-4 and
         incorporated herein by reference)
10.14    Employment Agreement dated as of January 1, 1993, between
         the Company and Ira G. Boots ("Boots") (filed as Exhibit
         10.13 to the Form S-1 and incorporated herein by reference)
10.15    Amendment to Boots Employment Agreement dated November 30,
         1995 (filed as Exhibit 10.14 to the 1995 Form 10-K and
         incorporated herein by reference)
10.16    Amendment to Boots Employment Agreement dated June 30, 1996
         (filed as Exhibit 10.16 to the 1996 Form S-4 and
         incorporated herein by reference)
10.17    Amendment to Boots Employment Agreement dated June 30, 2001
         (filed as Exhibit 10.20 to the 2002 Form S-4 and
         incorporated herein by reference)
10.18    Financing Agreement dated as of April 1, 1991, between the
         City of Henderson, Nevada Public Improvement Trust and the
         Company (including exhibits) (filed as Exhibit 10.17 to the
         Form S-1 and incorporated herein by reference)
10.19    Employment Agreement dated as of August 14, 2000, between
         the Company and William J. Herdrich (filed as Exhibit 10.15
         to the 2002 Form S-4 and incorporated herein by reference)
10.20*   Employment Agreement dated as of February 16, 2004, between
         the Company and Greg Landis
10.21*   Amended and Restated BPC Holding Corporation 2002 Stock
         Option Plan dated March 3, 2004
10.22    BPC Holding Corporation Key Employee Equity Investment
         Program dated August 6, 2002 (filed as Exhibit 4.6 to the
         Form S-8 and incorporated herein by reference)
12.1     Ratio of earnings to fixed charges (filed as Exhibit 12.1 to
         the 2004 Form S-4 and incorporated herein by reference)
21.1     List of Subsidiaries (filed as Exhibit 21.1 to the 2004 Form
         S-4 and incorporated herein by reference)
23.1*    Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
         (included in Exhibit 5.1)
NUMBER                           DESCRIPTION
------                           -----------
23.2*    Consent of Ernst & Young LLP
23.3*    Consent of Roche, Scholz, Roche & Walsh, Ltd.
24.1     Powers of Attorney (included in the signature pages to this
         Registration Statement)
25.1     Statement of Eligibility and Qualification of Trustee on
         Form T-1 of U.S. Bank Trust National Association under the
         Trust Indenture Act of 1939 (filed as Exhibit 25.1 to the
         2004 Form S-4 and incorporated herein by reference)
---------------
* Filed herewith.