Exhibit
    10.1(f)

    


     

    FIRST
      SUPPLEMENTAL INDENTURE

     

    


     

    This
      FIRST SUPPLEMENTAL INDENTURE (this “First
      Supplemental Indenture”)
      is
      dated as of April 3, 2007, among COVALENCE SPECIALTY MATERIALS CORP. (or its
      successor) (the “Company”),
      the
      guarantors identified on the signature pages hereto (the “New
      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,
      the Company and the existing Guarantors have heretofore executed and delivered
      to the Trustee an indenture (as amended, supplemented or otherwise modified,
      the
“Indenture”)
      dated
      as of February 16, 2006, providing for the issuance of the Company’s 101⁄4% Senior
      Subordinated Notes due 2016 (the “Securities”)
      in the
      aggregate principal amount of $265,000,000;

     

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

     

    WHEREAS,
      upon the effectiveness of the Contribution, the New Guarantors shall be
      Restricted Subsidiaries of the 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, Cayman Islands Branch, as Collateral Agent and Administrative
      Agent and the


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    other
      financial institutions party thereto, and therefore are required to guarantee
      payment of the Securities;

     

    WHEREAS,
      pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the
      New
      Guarantors are authorized to execute and deliver this First 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 Guarantors,
      the Company, and the Trustee mutually covenant and agree for the equal and
      ratable benefit of the Holders of the Securities 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 Articles 11 and 12 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.  Notices.
      All
      notices or other communications to the New Guarantors shall be given as provided
      in Section 13.02 of the Indenture.

     

    4.  Ratification
      of Indenture; First 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 Securities heretofore or
      hereafter authenticated and delivered shall be bound hereby.

     

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

     

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

     

    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.

     

    8.  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 First Supplemental
      Indenture to be duly executed as of the date first above written.

     

    THE
      NEW
      GUARANTORS:

    


    Berry
      Plastics Holding Corporation

    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:

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    COVALENCE
      SPECIALTY MATERIALS CORP.

     

    By: 

    Name: 

    Title: 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

     

    By: 

    Name:

    Title: