Exhibit 4.2


    
      

      

    

    
 

    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 $525,000,000 in
      aggregate principal amount of its 87⁄8% Second Priority Senior Secured Fixed Rate
      Notes due 2014 (the “Fixed
      Rate Notes”)
      and
      $225,000,000 aggregate principal amount of its Second Priority Senior Secured
      Floating Rate Notes due 2014 (the “Floating
      Rate Notes”
and,
      together with the Fixed Rate Notes, the “Notes”);

     

    WHEREAS,
      the
      Company desires to execute and deliver this First Supplemental Indenture to
      the
      Trustee for the purpose of becoming liable 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 Company under the Indenture and the Notes and the performance within
      applicable grace periods of all other obligations of the Company under the
      Indenture and the Notes, on the terms and conditions set
      forth in
      Article 12 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. Issuer.
      The
      Company hereby agrees that it is henceforth liable, as an 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 12 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

     


    
      
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    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.

     

    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 

     

     

     


    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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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