Exhibit
10.7
TERMINATION
AGREEMENT (this
“ Agreement ”), dated as of April 3, 2007, by
and among COVALENCE SPECIALTY MATERIALS HOLDING CORP., a Delaware
corporation (“ CSMHC ”), COVALENCE SPECIALTY
MATERIALS CORP., a Delaware corporation (“ CSMC
”) and APOLLO MANAGEMENT V, L.P., a Delaware limited
partnership (“ Apollo V ”).
WHEREAS
, CSMHC, CSMC and Apollo V entered
into that certain Management Agreement, dated as of February 16,
2006 (the “ Covalence Management Agreement
”);
WHEREAS
, Berry Plastics Corporation, Berry
Plastics Group, Inc. (“ BPGI ”) and Apollo
Management VI, L.P., a Delaware limited partnership (“
Apollo VI ”) entered into that certain Management
Agreement, dated as of September 20, 2006 (the “ Berry
Management Agreement ”);
WHEREAS
, CSMHC and
BPGI have entered into that certain Agreement and Plan of Merger
and Corporate Reorganization, dated as of March 9, 2007 (the
“ Merger Agreement ”), pursuant to which, at the
Effective Time (as defined in the Merger Agreement) BPGI will be
merged with and into CSMHC, the separate existence of BPGI shall
cease and CSMHC will continue its corporate existence under
Delaware law as the Surviving Corporation (as defined in the Merger
Agreement) and will be renamed “Berry Plastics Group,
Inc.” (the “ Merger ”); and
WHEREAS
, pursuant
to Section 5.9 of the Merger Agreement BPGI and CSMHC have agreed
that, (i) as of no later than immediately prior to
