Exhibit 10.5


    
      

      

    

     

    

      FIRST
        SUPPLEMENTAL INDENTURE
        (this
“First
        Supplemental Indenture”),
        dated
        as of September 20, 2006, by and among BPC Holding Corporation, a Delaware
        corporation (the “Company”),
        the
        guarantors listed on Schedule A attached hereto (the “Guarantors”),
        BPC
        Acquisition Corp., a Delaware corporation (“Merger
        Sub”),
        and
        Wells Fargo Bank, National Association, as Trustee (the “Trustee”).

       

      WITNESSETH:

       

      WHEREAS,
        Merger
        Sub has heretofore executed and delivered to the Trustee an Indenture (the
        “Indenture”),
        dated
        as of September 20, 2006, providing for the issuance of $425,000,000
        aggregate principal amount of its 11% Senior Subordinated Notes due 2016
        (the
“Notes”);

       

      WHEREAS,
        the
        Company desires to execute and deliver this First Supplemental Indenture
        to the
        Trustee for the purpose of becoming liable, as the issuer of the Notes, for
        all
        of Merger Sub’s obligations under the Indenture and the Notes;

       

      WHEREAS
        the
        Guarantors desire to execute and deliver this First Supplemental Indenture
        to
        the Trustee for the purpose of guaranteeing the payment of all obligations
        of
        the Issuer under the Indenture and the Notes and the performance within
        applicable grace periods of all other obligations of the Issuers under the
        Indenture and the Notes, on the terms and conditions set
        forth in
        Article 11 of the Indenture; and

       

      WHEREAS,
        pursuant to Section 9.01 of the Indenture, the Trustee and Merger Sub are
        authorized to execute and deliver this First Supplemental
        Indenture.

       

      NOW
        THEREFORE,
        in
        consideration of the foregoing and for good and valuable consideration, the
        receipt of which is hereby acknowledged, the Company, the Guarantors, Merger
        Sub
        and the Trustee mutually covenant and agree for the equal and ratable benefit
        of
        the Holders of the Notes as follows:

       

      SECTION
        1. Capitalized
        Terms.
        Capitalized terms used herein but not defined shall have the meanings assigned
        to them in the Indenture.

       

      SECTION
        2. Issuers.
        The
        Company hereby agree that they are henceforth liable, as issuer of the Notes,
        for all of Merger Sub’s obligations under the Indenture and the Notes, on the
        terms and conditions set forth therein.

       

      SECTION
        3. Guarantees.
        Each of
        the Guarantors hereby agrees, jointly and severally with all other Guarantors,
        to guarantee the Company’s obligations under the Notes on the terms and subject
        to the conditions set forth in Article 11 of the Indenture and to be bound
        by all applicable provisions of the Indenture.

       

      SECTION
        4. Ratification
        of Indenture; Supplemental Indenture Part of Indenture.
        Except
        as expressly amended hereby, the Indenture is in all respects ratified and
        confirmed and all the terms, conditions and provisions thereof shall remain
        in
        full force and effect. This First Supplemental Indenture shall form a part
        of
        the Indenture for all purposes, and every holder of Notes heretofore or
        hereafter authenticated and delivered shall be bound hereby.

       

      
        
          
          

        

        
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      SECTION
        5. Governing
        Law. THIS
        FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
        WITH, THE LAWS OF THE STATE OF NEW YORK.

       

      SECTION
        6. The
        Trustee.
        The
        Trustee shall not be responsible in any manner whatsoever for or in respect
        of
        the validity or sufficiency of this First Supplemental Indenture or for or
        in
        respect of the recitals contained herein, all of which are made solely by
        the
        Company, Merger Sub and the Guarantors. Except as otherwise expressly provided
        herein, no duties, responsibilities or liabilities are assumed, or shall
        be
        construed to be assumed by the Trustee by reason of this First Supplemental
        Indenture. This First Supplemental Indenture is executed and accepted by
        the
        Trustee subject to all the terms and conditions set forth in the Indenture
        with
        the same force and effect as if those terms and conditions were repeated
        at
        length herein and made applicable to the Trustee with respect hereto. In
        entering into this First Supplemental Indenture, the Trustee shall be entitled
        to the benefit of every provision of the Indenture relating to the conduct
        or
        affecting the liability or affording protection to the Trustee, whether or
        not
        elsewhere herein so provided.

       

      SECTION
        7. Counterparts.
        The
        parties may sign any number of copies of this First Supplemental Indenture.
        Each
        signed copy shall be an original, but all of them together represent the
        same
        agreement.

       

      SECTION
        8. Effect
        of Headings.
        The
        Section headings herein are for convenience only and shall not effect the
        construction of this First Supplemental Indenture.

       

      [The
        rest of this page has been intentionally left blank.]

       

      


       


      
        
          
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      IN
        WITNESS WHEREOF, the parties
        have
        caused this First Supplemental Indenture to
        be
        duly executed as of the date first written above.

       

      


       

      ISSUER

       

      BPC
        HOLDING CORPORATION 

       

      By:______________________________________

          Name: James
        M.
        Kratochvil

      Title: Executive
        Vice President, Chief Financial Officer, 

      Treasurer
        and Secretary

       

      


       

      BPC
        ACQUISITION CORP.

       

      By:______________________________________

           Name: Michael
        Jupiter

          Title: Vice
        President and Secretary 

       

       

       


      
        
          
          

          
          

        

        
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      IN
        WITNESS WHEREOF, the parties
        have
        caused this First Supplemental Indenture to
        be
        duly executed as of the date first written above.

       

      GUARANTORS

      


      BERRY
        PLASTICS CORPORATION

      AEROCON,
        INC.

      BERRY
        IOWA CORPORATION

      BERRY
        PLASTICS DESIGN CORPORATION

      BERRY
        PLASTICS TECHNICAL SERVICES, INC.

      BERRY
        STERLING CORPORATION

      CPI
        HOLDING CORPORATION

      KNIGHT
        PLASTICS, INC.

      PACKERWARE
        CORPORATION

      PESCOR,
        INC.

      POLY-SEAL
        CORPORATION

      VENTURE
        PACKAGING, INC.

      VENTURE
        PACKAGING MIDWEST, INC.

      KERR
        GROUP, INC.

      SAFFRON
        ACQUISITION CORP.

      SUN
        COAST
        INDUSTRIES, INC.

      SETCO,
        LLC

      TUBED
        PRODUCTS, LLC

      CARDINAL
        PACKAGING, INC.

      LANDIS
        PLASTICS, INC.

      BERRY
        PLASTICS ACQUISITION CORPORATION III

      BERRY
        PLASTICS ACQUISITION CORPORATION V

      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:
        ______________________________

                              Name:
        James M.
        Kratochvil

                      Title:
        Executive Vice President, Chief                   

                             
Financial
        Officer, Treasurer
        and 

                      Secretary
        of each
        Guarantor

      


       

      


      
        
          
          

        

        
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      BERRY
        PLASTICS ACQUISITION CORPORATION XV, LLC

      


      


      By:
        ________________________________

      Name:
        James M. Kratochvil

      Title:
        Manager

      


       


      
        
          
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      IN
        WITNESS WHEREOF, the parties
        have
        caused this First Supplemental Indenture to
        be
        duly executed as of the date first written above.

       

      


       

      TRUSTEE

       

      WELLS
        FARGO BANK, NATIONAL ASSOCIATION, as trustee

       

      By:______________________________________________ 

      Name: 

      Title:

       

      


       

      


      
        
          
          

        

        
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