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                                                                     Exhibit 4.4

                                                                  EXECUTION COPY

                                    SECOND SUPPLEMENTAL INDENTURE (this "Second
                           Supplemental Indenture") dated as of November 20,
                           2003, among LANDIS PLASTICS, INC., an Illinois
                           corporation (the "New Guarantor"), a subsidiary of
                           BERRY PLASTICS CORPORATION (or its successor), a
                           Delaware corporation (the "Company"), the Company,
                           BPC HOLDING CORPORATION, BERRY IOWA CORPORATION,
                           PACKERWARE CORPORATION, KNIGHT PLASTICS, INC., BERRY
                           STERLING CORPORATION, BERRY PLASTICS DESIGN
                           CORPORATION, POLY-SEAL CORPORATION, BERRY PLASTICS
                           ACQUISITION 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, 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, each a Delaware corporation, BERRY
                           PLASTICS ACQUISITION CORPORATION XIV, LLC and BERRY
                           PLASTICS ACQUISITION CORPORATION XV, LLC, each a
                           Delaware limited liability company, and CARDINAL
                           PACKAGING, INC., an Ohio corporation (each, an
                           "Existing Guarantor" and, collectively the "Existing
                           Guarantors"), and U.S. BANK TRUST NATIONAL
                           ASSOCIATION, a national banking association, as
                           trustee under the indenture referred to below (the
                           "Trustee").

                              W I T N E S S E T H :

                  WHEREAS the Company and BPC HOLDING CORPORATION, BERRY IOWA
CORPORATION, PACKERWARE CORPORATION, KNIGHT PLASTICS, INC., BERRY STERLING
CORPORATION, BERRY PLASTICS DESIGN CORPORATION, POLY-SEAL CORPORATION, BERRY
PLASTICS ACQUISITION 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. have heretofore executed and delivered to the Trustee an Indenture (the
"Indenture") dated as of July 22, 2002, providing for the issuance of an
unlimited aggregate principal amount of 10-3/4% Senior Subordinated Notes due
2012 (the "Notes");

                  WHEREAS the Indenture was amended and supplemented pursuant to
the terms of a Supplemental Indenture dated as of August 6, 2002 causing BERRY
PLASTICS

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ACQUISITION CORPORATION IV, a Delaware corporation ("BPAC IV"), 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
IV, LLC, and BERRY PLASTICS ACQUISITION CORPORATION XV, LLC, to become Note
Guarantors (as defined in the Indenture).

                  WHEREAS, BPAC IV has on this date merged with and into New
Guarantor;

                  WHEREAS, Section 5.01(b) of the Indenture requires New
Guarantor to expressly assume the obligations of BPAC IV under the Indenture;
and

                  WHEREAS pursuant to Section 9.01 of the Indenture, the
Trustee, the Company and the Existing Guarantors are authorized to execute and
deliver this Second Supplemental Indenture;

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the New Guarantor, the Company, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the Notes
as follows:

                  1.       Agreement to Guarantee and Assumption of Obligations.
The New Guarantor hereby expressly assumes all obligations of BPAC IV under the
Indenture and agrees, jointly and severally with all the Existing Guarantors, to
unconditionally guarantee the Company's obligations under the Notes on the terms
and subject to the conditions set forth in Articles 11 and 12 of the Indenture
and to be bound by all other applicable provisions of the Indenture and the
Notes.

                  2.       Ratification of Indenture; Supplemental Indentures
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 Second 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.

                  3.       Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

                  4.       Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Second Supplemental
Indenture.

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

                  6.       Effect of Headings. The Section headings herein are
for convenience only and shall not effect the construction thereof.

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

                                               LANDIS PLASTICS, INC.,

                                                  By:/s/ James M. Kratochvil
                                                  --------------------------

                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                               BERRY PLASTICS CORPORATION,

                                                  By:/s/ James M. Kratochvil
                                                  --------------------------

                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

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                                                                               5

                                BPC HOLDING CORPORATION,
                                BERRY IOWA CORPORATION,
                                PACKERWARE CORPORATION,
                                KNIGHT PLASTICS, INC.,
                                BERRY STERLING CORPORATION,
                                BERRY PLASTICS DESIGN CORPORATION,
                                POLY-SEAL CORPORATION,
                                BERRY PLASTICS ACQUISITION 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 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,

                                    By:/s/ James M. Kratochvil
                                    --------------------------

                                        Name: James M. Kratochvil
                                        Title: EVP & CFO

                                U.S.BANK TRUST NATIONAL ASSOCIATION,
                                as Trustee,

                                    By:/s/ Beverly A. Freeney
                                    -------------------------

                                        Name: Beverly A. Freeney
                                        Title: Vice-President