Second Supplemental Indenture (BPHC) 2

                                         Exhibit
    10.1(i)

     

    SECOND
      SUPPLEMENTAL INDENTURE

     

    


     

    This
      SECOND SUPPLEMENTAL INDENTURE (this “Supplemental
      Indenture”)
      is
      dated as of April 3, 2007, among BERRY PLASTICS HOLDING CORPORATION (or its
      successor) (the “Company”),
      the
      existing guarantors identified on the signature pages hereto (the “Existing
      Guarantors”),
      the
      new guarantors identified on the signature pages hereto (the “New
      Guarantors”,
      and
      together with the Existing Guarantors, the “Guarantors”),
      and
      WELLS FARGO BANK, 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,
      BPC Acquisition Corp. has heretofore executed and delivered to the Trustee
      an
      indenture dated as of September 20, 2006 (as amended, supplemented or otherwise
      modified, the “Indenture”),
      supplemented by the First Supplemental Indenture dated as of September 20,
      2006
      by and among the Company (formerly known as BPC Holding Corporation), BPC
      Acquisition Corp., the Existing Guarantors and the Trustee, providing for the
      issuance of the Company’s 11% Senior Subordinated Notes due 2016 (the
“Securities”)
      in the
      aggregate principal amount of $425,000,000;

     

    WHEREAS,
      Covalence Specialty Materials Holding Corp. (“Covalence
      Holdings”),
      the
      parent entity of Covalence Specialty Materials Corp. (“Covalence”),
      and
      Berry Plastics Group, Inc. (“Berry
      Holdings”),
      the
      parent entity of the Company, have entered into a business combination under
      an
      Agreement and Plan of Merger and Corporate Reorganization (the “Merger
      Agreement”)
      dated
      March 9, 2007 pursuant to which (i) immediately prior to the effectiveness
      of
      this Supplemental Indenture, Berry Holdings merged with and into Covalence
      Holdings, which shall be renamed Berry Plastics Group, Inc. (as the surviving
      corporation, “Holdings”),
      (ii)
      immediately prior to the effectiveness of this Supplemental Indenture, Holdings
      contributed all of the capital stock of the Company to Covalence (the
“Contribution”),
      and
      (iii) substantially simultaneously with the effectiveness of this Supplemental
      Indenture, Covalence is merging with and into the Company (the “Merger”),
      the
      separate existence of Covalence shall cease and the Company shall survive and
      continue as the continuing company (the “Successor
      Company”);

     

    WHEREAS,
      Section 5.01(a) of the Indenture provides, in part, that Covalence may merge
      into the Company provided that (i) the Company is the Successor Company; (ii)
      immediately after giving effect to such transaction (and treating any
      Indebtedness which becomes an obligation of the Successor Company or any of
      its
      Restricted Subsidiaries 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 or Event of Default shall have occurred and be
      continuing; (iii) immediately after giving pro forma effect to such transaction,
      as if such transaction had occurred at the beginning of the applicable
      four-quarter period, either (A) the Successor Company would be permitted to
      Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
      Coverage Ratio test set forth in Section 4.03(a), or (B) the Fixed Charge
      Coverage Ratio for the Successor Company and its Restricted Subsidiaries would
      be

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    greater
      than such ratio for the Company and its Restricted Subsidiaries immediately
      prior to such transaction; (iv) each Existing Guarantor, unless it is the other
      party to the transactions described above, shall have by supplemental indenture
      confirmed that its Guarantee shall apply to such Person’s obligations under the
      Indenture and the Securities; and (v) 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 indentures (if
      any)
      comply with the Indenture;

     

    WHEREAS,
      Section 9.01(a) of the Indenture provides that the Company and the Trustee
      may
      amend the Indenture or the Securities without notice or consent of any Holder
      to, among others, comply with Article 5;

     

    WHEREAS,
      upon the effectiveness of the Merger, the New Guarantors shall be subsidiaries
      of the Successor Company;

     

    WHEREAS,
      Sections 4.11 and 11.06 of the Indenture provide that the Company shall cause
      each Restricted Subsidiary that is a Domestic Subsidiary that guarantees any
      indebtedness of the Company or any of its Restricted Subsidiaries, to execute
      and deliver to the Trustee a supplemental indenture pursuant to which such
      Restricted Subsidiary shall guarantee payment of the Securities; 

     

    WHEREAS,
      the New Guarantors will guarantee indebtedness of the Company under the
      following agreements: (i) the Amended and Restated Revolving Credit Agreement
      dated as of April 3, 2007 among the Company, Holdings, certain domestic
      subsidiaries of the Company party thereto from time to time, the lenders party
      thereto from time to time, Bank of America, N.A., as Collateral Agent and
      Administrative Agent and the other financial institutions party thereto and
      (ii)
      the Second Amended and Restated Term Loan Credit Agreement dated as of April
      3,
      2007, among the Company, Holdings, the lenders party thereto from time to time,
      Credit Suisse as Collateral Agent and Administrative Agent and the other
      financial institutions party thereto, and therefore are required to guarantee
      payment of the Securities; 

    


    WHEREAS,
      the Company has delivered to the Trustee, or caused to be delivered to the
      Trustee on its behalf, an Opinion of Counsel and an Officers’ Certificate
      stating that the Merger and this Supplemental Indenture comply with Sections
      4.11, 5.01(a), 9.01(a), and 11.06 of the Indenture, that all conditions
      precedent provided for in the Indenture relating to the Merger and the execution
      and delivery of this Supplemental Indenture have been complied with, and that
      execution and delivery of this Supplemental Indenture is authorized or permitted
      under the Indenture; 

    


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

    


    1. Definitions.
      Capitalized terms used herein and not defined herein have the meanings ascribed
      to such terms in the Indenture.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2. Agreement
      to Guarantee.
      The New
      Guarantors hereby agree, jointly and severally with all existing Guarantors,
      to
      unconditionally guarantee the Company’s obligations under the Securities on the
      terms and subject to the conditions set forth in Article 11 of the Indenture
      and
      to be bound by all other applicable provisions of the Indenture and the
      Securities and to perform all of the obligations and agreements of a Guarantor
      under the Indenture.

     

    3. Confirmation
      of Guarantee.
      Each of
      the Existing Guarantors hereby confirms that its Guarantee shall apply to the
      Successor Company’s obligations under the Indenture and the
      Securities.

     

    4. Notices.
      All
      notices or other communications to the Guarantors shall be given as provided
      in
      Section 13.02 of the Indenture.

     

    5. 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 Supplemental Indenture shall form a part of the
      Indenture for all purposes, and every Holder of Securities heretofore or
      hereafter authenticated and delivered shall be bound hereby.

     

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

     

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

     

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

     

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

     

     

     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



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

     

    


    BERRY
      PLASTICS HOLDING CORPORATION

    


    


    By: 

    Name: 

    Title: 

     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

     

    By: 

    Name: 

    


     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    THE
      EXISTING GUARANTORS:

    


    Berry
      Plastics Corporation

    AeroCon,
      Inc.

    Berry
      Iowa Corporation

    Berry
      Plastics Design Corporation

    Berry
      Sterling Corporation

    Berry
      Plastics Technical Services, Inc.

    Cardinal
      Packaging, Inc.

    CPI
      Holding Corporation

    Knight
      Plastics Inc.

    Landis
      Plastics, Inc.

    Packerware
      Corporation

    Pescor,
      Inc.

    Poly-Seal
      Corporation

    Venture
      Packaging, Inc.

    Venture
      Packaging Midwest, Inc.

    Berry
      Plastics Acquisition III

    Berry
      Plastics Acquisition V

    Berry
      Plastics Acquisition VII

    Berry
      Plastics Acquisition VIII

    Berry
      Plastics Acquisition IX

    Berry
      Plastics Acquisition X

    Berry
      Plastics Acquisition XI

    Berry
      Plastics Acquisition XII

    Berry
      Plastics Acquisition XIII

    Kerr
      Group, Inc.

    Saffron
      Acquisition Corp.

    Sun
      Coast
      Industries, Inc.

    


    By: 

    Name: 

    Title: 

     

    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    BERRY
      PLASTICS ACQUISITION CORPORATION 

    XV,
      LLC

    


    By: Berry
      Plastics Corporation,

    its
      sole
      member

    


    By: __________________________________

    Name:

    Title:

    


    


    SETCO,
      LLC

    


    By: Kerr
      Group, Inc.,

    its
      sole
      member

    


    By: __________________________________

    Name:

    Title:

    


    


    TUBED
      PRODUCTS, LLC

    


    By: Kerr
      Group, Inc.,

    its
      sole
      member

    


    By: __________________________________

    Name:

    Title:

    


    


    


     

    


     

    


     

    


     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    THE
      NEW
      GUARANTORS:

     

    


    COVALENCE
      SPECIALTY ADHESIVES LLC

    


    By: Berry
      Plastics Holding Corporation, 

    its
      sole
      member and manager

    


    By: ____________________________________

    Name:

    Title:

    


    


    COVALENCE
      SPECIALTY COATINGS LLC

    


    By: Berry
      Plastics Holding Corporation, 

    its
      sole
      member and manager

    


    By: ____________________________________

    Name:

    Title: