Second Supplemental Indenture

                                           Exhibit
    10.1(g)

    


     

    SECOND
      SUPPLEMENTAL INDENTURE

     

    


     

    This
      SECOND SUPPLEMENTAL INDENTURE (this “Second
      Supplemental Indenture”)
      is
      dated as of April 3, 2007, among COVALENCE SPECIALTY MATERIALS CORP. (or its
      successor) (the “Company”),
      BERRY
      PLASTICS HOLDING CORPORATION (“Berry”),
      the
      guarantors identified on the signature pages hereto (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
      the Company and the guarantors identified therein 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, which was supplemented by the First
      Supplemental Indenture dated as of the date hereof by and among the Company,
      the
      Trustee and the guarantors named therein (the “First
      Supplemental Indenture”);

     

    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, 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 Second 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 Second Supplemental Indenture,
      Holdings contributed all of the capital stock of Berry to the Company (the
      “Contribution”),
      and
      (iii) substantially simultaneously with the effectiveness of this Second
      Supplemental Indenture, the Company is merging with and into Berry (the
“Merger”),
      the
      separate existence of the Company shall cease and Berry shall survive and
      continue as the continuing company (the “Successor
      Company”);

     

    WHEREAS,
      Section 5.01(a) of the Indenture provides, in part, that the Company may merge
      into another Person provided that (i) the Successor Company is a corporation,
      partnership or limited liability company organized or existing under the laws
      of
      the United States, any state thereof, the District of Columbia, or any territory
      thereof, (ii) the Successor Company expressly assumes all the obligations of
      the
      Company under the Indenture and the Securities pursuant to supplemental
      indentures or other documents or instruments in form reasonably satisfactory
      to
      the Trustee, (iii) 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, (iv) 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, (v) each 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 (vi) 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
      comply with Article 5;

     

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

     

    WHEREAS,
      all things necessary to authorize the assumption by the Successor Company of
      the
      Company’s obligations under the Indenture and to make this Second Supplemental
      Indenture when executed by the parties hereto a valid and binding amendment
      of
      and supplement to the Indenture have been done and performed.

     

    NOW
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the parties hereto
      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. Assumption
      of Obligations.
      The
      Successor Company hereby expressly assumes, from and after the effective date
      of
      the Merger under the Merger Agreement (the “Effective
      Time”),
      all
      of the obligations of the Company under the Indenture and the
      Securities.

     

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

     

    4. Succession
      and Substitution.
      The
      Successor Company, from and after the Effective Time, by virtue of the aforesaid
      assumption and the delivery of this Second Supplemental Indenture, shall succeed
      to, and be substituted for, the Company under the Indenture, the First
      Supplemental Indenture and the Securities.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5. Effectiveness
      and Operativeness.
      This
      Second Supplemental Indenture shall be deemed to have become effective, and
      the
      provisions provided for in this Second Supplemental Indenture shall be deemed
      to
      have become operative, immediately upon consummation of the Merger.

     

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

     

    7. Ratification
      of Indenture; Second Supplemental Indenture Part of Indenture.
      Except
      as expressly amended hereby and by the First Supplemental Indenture, 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 Securities heretofore or hereafter authenticated
      and delivered shall be bound hereby.

     

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

     

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

     

    10. 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.

     

    11. 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 Second Supplemental
      Indenture to be duly executed as of the date first above written.

     

    


    BERRY
      PLASTICS HOLDING CORPORATION

    


    


    By: 

    Name: 

    Title: 

     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    COVALENCE
      SPECIALTY MATERIALS CORP.

     

    By: 

    Name: 

    Title: 

     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    WELLS
      FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

     

    By: 

    Name: 

    


     

    


     

    


     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    THE
      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:

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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: