Supplement No. 1

                                         Exhibit
    10.1(j)

     

    SUPPLEMENT
      NO. 1 dated as of April 3, 2007 (this “Supplement”),
      to
      the Collateral Agreement dated as of September 20, 2006 (the “Collateral
      Agreement”),
      among
      BERRY PLASTICS HOLDING CORPORATION (the “Issuer”),
      each
      subsidiary of the Issuer identified herein as a party (each, a “Subsidiary
      Party”)
      and
      WELLS FARGO BANK, N.A., as collateral agent (in such capacity, the “Collateral
      Agent”)
      for
      the Secured Parties (as defined therein). 

     

    A.  Reference
      is made to (i) the Indenture dated as of September 20, 2006 (as amended,
      restated, supplemented, waived or otherwise modified from time to time, the
      “Indenture”),
      by
      and between BPC Acquisition Corp. and Wells Fargo Bank, National Association,
      as
      trustee (the “Trustee”),
      as
      supplemented by the First Supplemental Indenture dated as of September 20,
      2006
      by and among the Issuer, BPC Acquisition Corp., the Guarantors named therein
      and
      the Trustee and (ii) the Purchase Agreement dated as of September 15, 2006
      (as
      amended, restated, supplemented, waived or otherwise modified from time to
      time,
      the “Purchase
      Agreement”),
      among
      BPC Acquisition Corp., the several parties named in Schedule I thereto (the
      “Initial
      Purchasers”)
      and,
      upon the consummation of the merger on the date of the Collateral Agreement,
      the
      Issuer (formerly BPC Holding Corporation) and the Subsidiary Parties thereto.
      

     

    B.  Capitalized
      terms used herein and not otherwise defined herein shall have the meanings
      assigned to such terms in the Indenture and the Collateral Agreement referred
      to
      therein. 

     

    C.  The
      Pledgors have entered into the Collateral Agreement in order to induce the
      Trustee to enter into the Indenture and the Initial Purchasers to purchase
      the
      Notes. Section 7.16 of the Collateral Agreement provides that additional
      Subsidiaries may become Subsidiary Parties under the Collateral Agreement by
      execution and delivery of an instrument in the form of this Supplement. Each
      of
      the undersigned Subsidiaries (each, a “New
      Subsidiary”
and
      collectively the “New
      Subsidiaries”)
      are
      executing this Supplement in accordance with the requirements of the Indenture
      to each become a Subsidiary Party under the Collateral Agreement as
      consideration for credit previously extended to the Issuer. 

     

    Accordingly,
      the Collateral Agent and each New Subsidiary agree as follows: 

     

    In
      accordance with Section 7.16 of the Collateral Agreement, each New Subsidiary
      by
      its signature below becomes a Subsidiary Party and a Pledgor under the
      Collateral
      Agreement with the same force and effect as if originally named therein as
      a
      Subsidiary Party and a Pledgor, and each New Subsidiary hereby (a) agrees to
      all
      the terms and provisions of the Collateral Agreement applicable to it as a
      Subsidiary Party and a Pledgor thereunder and (b) represents and warrants that
      the representations and warranties made by it as a Pledgor thereunder are true
      and correct, in all material respects, on and as of the date hereof. In
      furtherance of the foregoing, each New Subsidiary, as security for the payment
      and performance in full of the Obligations (as defined in the Collateral
      Agreement), does hereby create and grant to the Collateral Agent, for the
      benefit of the Secured Parties, a security interest in and Lien on all of each
      New Subsidiary’s right, title and interest in and to the Collateral (as defined
      in the

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Collateral
      Agreement) of each New Subsidiary. Each reference to a “Subsidiary Party” or a
“Pledgor” in the Collateral Agreement shall be deemed to include each New
      Subsidiary. The Collateral Agreement is hereby incorporated herein by reference.
      

     

    Each
      New
      Subsidiary represents and warrants to the Collateral Agent and the other Secured
      Parties that this Supplement has been duly authorized, executed and delivered
      by
      it and constitutes its legal, valid and binding obligation, enforceable against
      it in accordance with its terms, subject to (i) the effects of bankruptcy,
      insolvency, moratorium, reorganization, fraudulent conveyance or other similar
      laws affecting creditors’ rights generally, (ii) general principles of
      equity (regardless of whether such enforceability is considered in a proceeding
      in equity or at law) and (iii) implied covenants of good faith and fair dealing.
      

     

    This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original but all of which when taken together shall constitute
      but
      one contract. This Supplement shall become effective when (a) the Collateral
      Agent shall have received a counterpart of this Supplement that bears the
      signature of each New Subsidiary and (b) the Collateral Agent has executed
      a
      counterpart hereof. 

     

    Each
      New
      Subsidiary hereby represents and warrants that (a) set forth on Schedule
      I
      attached
      hereto is a true and correct schedule of the location of any and all Article
      9
      Collateral of each New Subsidiary as of the date hereof, (b) set forth on
Schedule
      II
      attached
      hereto is a true and correct schedule of all the Pledged Securities of each
      New
      Subsidiary and (c) set forth under its signature hereto is the true and correct
      legal name of each New Subsidiary, its jurisdiction of formation and the
      location of its chief executive office. 

     

    Except
      as
      expressly supplemented hereby, the Collateral Agreement shall remain in full
      force and effect. 

     

    THIS
      SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT
      SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
      OF
      NEW YORK. 

     

    In
      the
      event any one or more of the provisions contained in this Supplement should
      be
      held invalid, illegal or unenforceable in any respect, the validity, legality
      and enforceability of the remaining provisions contained herein and in the
      Collateral Agreement shall not in any way be affected or impaired thereby.
      The
      parties shall endeavor in good-faith negotiations to replace the invalid,
      illegal or unenforceable provisions with valid provisions the economic effect
      of
      which comes as close as possible to that of the invalid, illegal or
      unenforceable provisions. 

     

    All
      communications and notices hereunder shall be in writing and given as provided
      in Section 7.01 of the Collateral Agreement. 

     

    Each
      New
      Subsidiary agrees to reimburse the Collateral Agent for its reasonable
      out-of-pocket expenses in connection with this Supplement, including the
      reasonable fees, disbursements and other charges of counsel for the Collateral
      Agent. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each New Subsidiary and the Collateral Agent have duly executed
      this Supplement to the Collateral Agreement as of the day and year first above
      written. 

     


    
      
        
           

           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     THE
      NEW GUARANTORS:

     

    COVALENCE
      SPECIALTY ADHESIVES LLC

    


    By: Berry
      Plastics Holding Corporation, 

    its
      sole
      member and manager

    


    By: ____________________________________

    Name:

    Title:

    


    Legal
      Name: Covalence Specialty Adhesives LLC

    


    Jurisdiction
      of Formation: Delaware

    


    Location
      of Chief Executive Office: 

    


    1
      Crossroads Drive

    Building
      A, 3rd Floor

    Bedminster,
      New Jersey 07921

    


    


    COVALENCE
      SPECIALTY COATINGS LLC

    


    By: Berry
      Plastics Holding Corporation, 

    its
      sole
      member and manager

    


    By: ____________________________________

    Name:

    Title:

    


    Legal
      Name: Covalence Specialty Coatings LLC

    


    Jurisdiction
      of Formation: Delaware

    


    Location
      of Chief Executive Office: 

    


    1
      Crossroads Drive

    Building
      A, 3rd Floor

    Bedminster,
      New Jersey 07921

    


    



    
      
        
           

           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    WELLS
      FARGO BANK, N.A., as Collateral Agent 

    


    


    By:  ________________________________

    Name:

    Title: