<PAGE>

                 SECOND AMENDMENT TO THIRD AMENDED AND RESTATED
                        FINANCING AND SECURITY AGREEMENT


         THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED FINANCING AND
SECURITY AGREEMENT (this "Amendment") is made effective as of the ___ day of
September, 2000, by and among BERRY PLASTICS CORPORATION, a corporation
organized and existing under the laws of the State of Delaware (the
"Borrower"), NIM HOLDINGS LIMITED, a company organized and existing under the
laws of England and Wales ("NIM Holdings"), and BERRY PLASTICS UK LIMITED, a
company organized and existing under the laws of England and Wales, formerly
known as Norwich Injection Moulders Limited ("Berry UK"); BANK OF AMERICA,
N.A., a national banking association ("Bank of America"), FLEET CAPITAL
CORPORATION, a corporation organized and existing under the laws of the State
of Rhode Island ("Fleet"), GENERAL ELECTRIC CAPITAL CORPORATION, a corporation
organized and existing under the laws of the State of New York ("GE Capital"),
as documentation agent, HELLER FINANCIAL, INC., a corporation organized and
existing under the laws of the State of Delaware ("Heller"), PNC BANK, NATIONAL
ASSOCIATION, a national banking association ("PNC"), and LASALLE BUSINESS
CREDIT, INC., a corporation organized and existing under the laws of the State
of Delaware ("LaSalle") (collectively, the "Lenders" and individually, a
"Lender"); GENERAL ELECTRIC CAPITAL CORPORATION, a corporation organized and
existing under the laws of the State of New York, as documentation agent, and
BANK OF AMERICA, N. A., a national banking association, in its capacity as both
collateral and administrative agent for the Lenders (the "Agent") and as lead
arranger; Witnesseth:


                                   RECITALS


         A. The Lenders, the Borrower, Berry UK, NIM Holdings and the Agent are
parties to that certain Third Amended and Restated Financing and Security
Agreement dated as of May 9, 2000, as amended by that certain First Amendment
to Third Amended and Restated Financing and Security Agreement dated as of July
14, 2000 (as amended, restated, supplemented or otherwise modified, the "Credit
Agreement"). Under and subject to the provisions of the Credit Agreement, the
Lenders agreed to establish in favor of the Borrower, Berry UK and NIM Holdings
certain revolving credit, letter of credit and term loan facilities. All
capitalized terms used herein but not specifically defined herein shall have
the meanings given such terms in the Credit Agreement.

         B. The Borrower has advised the Agent and the Lenders that the
Borrower has acquired the Italian Holding Company. The Italian Holding Company
is a wholly owned subsidiary of the Borrower. The Italian Holding Company
proposes to acquire all of the shares (the "Italian Target Stock") issued by
Capsol Italy and Ociesse in accordance with the provisions of that certain
purchase or acquisition agreement by and among the existing shareholders of
Capsol Italy, Ociesse, the Italian Holding Company and the Borrower (as
amended, restated, supplemented or otherwise modified, the "Italian Target
Purchase Agreement").

<PAGE>

         C. The Italian Holding Company has applied to Bank of America for two
(2) revolving credit facilities in an aggregate principal amount up to, but not
exceeding, Fifteen Million Two Hundred Fifty Thousand (15,250,000) euros
(collectively, the "Italian Credit Facility"); one revolving credit facility
shall be used by the Italian Holding Company to finance the entire purchase
price for the acquisition of the Italian Target Stock by the Italian Holding
Company and the second revolving credit facility shall be available to Capsol
Italy or Ociesse to finance certain debt repayment and for working capital
purposes generally.

         D. The Borrower, Berry UK, NIM Holdings, the Italian Holding Company,
Capsol Italy and Ociesse have requested that (i) Bank of America, acting
through its Milan, Italy branch, make the Italian Credit Facility available to
the Italian Holding Company, Capsol Italy and Ociesse for the purposes
described above and (ii) the Agent and the Lenders amend certain terms and
conditions of the Credit Agreement.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, Berry UK, NIM Holdings, the Lenders and the Agent
hereby agree as follows:

         1.       The Borrower, Berry UK and NIM Holdings hereby acknowledge
and agree that the recitals set forth above are true and accurate in each and
every respect and are incorporated herein by reference. The representations and
warranties of the Borrower, Berry UK and NIM Holdings contained among the
provisions of the Credit Agreement are true and correct as of the date of this
Amendment (except that any such representations and warranties that are not
qualified as to materiality need only be true and correct in all material
respects) with the same effect as though such representations and warranties
had been made as of such date, except that (i) the representations and
warranties which relate to a specific date need only be true and correct as of
such date and (ii) the representations and warranties which relate to financial
statements which are referred to in Section 4.1.11 of the Credit Agreement,
shall also be deemed to cover financial statements furnished from time to time
to the Agent pursuant to Section 6.1.1 (Financial Statements) of the Credit
Agreement.

         2.       The Credit Agreement is hereby amended as follows:

                  (a) Section 1.1 beginning on page 3 of the Credit Agreement is
hereby amended to add the following definitions:

                  "APPLICABLE ITALIAN MARGIN" MEANS TWO HUNDRED (200) BASIS
         POINTS.

                  "BANK OF AMERICA ITALY" MEANS BANK OF AMERICA, ACTING THROUGH
         ITS MILAN, ITALY BRANCH OR OFFICE, OR SUCH OTHER BRANCH OR OFFICE OF
         BANK OF AMERICA AS DESIGNATED BY BANK OF AMERICA IN ITALY FROM TIME TO
         TIME AS THE BRANCH OR OFFICE THROUGH WHICH THE ITALIAN REVOLVING CREDIT
         LOANS ARE TO BE MADE OR MAINTAINED, AND ITS SUCCESSORS AND ASSIGNS.

                  "EURO" OR "EUROS" MEANS THE EUROPEAN MONETARY UNIT OR ANY
         OTHER EUROPEAN COMMON CURRENCY UNIT EQUIVALENT.


                                       2
<PAGE>


                  "EURIBOR BASE RATE" MEANS THE BASE RATE OF INTEREST FOR
         DETERMINING THE APPLICABLE INTEREST RATE PAYABLE ON THE ITALIAN
         OBLIGATIONS, AS PROVIDED IN THE ITALIAN CREDIT AGREEMENTS.

                  "ITALIAN CREDIT AGREEMENTS" MEANS ANY AND ALL AGREEMENTS,
         DOCUMENTS AND INSTRUMENTS WHICH NOW OR AT ANY TIME HEREAFTER EVIDENCE
         ALL OR ANY PORTION OF THE ITALIAN OBLIGATIONS, AS THE SAME MAY FROM
         TIME TO TIME BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED.

                  "ITALIAN CREDIT FACILITIES GUARANTY" MEANS THE GUARANTY OF
         PAYMENT OF THE ITALIAN OBLIGATIONS TO BANK OF AMERICA ITALY FROM THE
         PARENT, THE BORROWER AND EACH SUBSIDIARY GUARANTOR, AS THE SAME MAY
         FROM TIME TO TIME BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE
         MODIFIED.

                  "ITALIAN CREDIT FACILITY REQUIRED AVAILABILITY" HAS THE
         MEANING GIVEN SUCH TERM IN SECTION 2.1.12 OF THIS AGREEMENT.

                  "ITALIAN OBLIGATION ADVANCE" AND "ITALIAN OBLIGATION ADVANCES"
         HAVE THE MEANINGS GIVEN SUCH TERMS IN SECTION 2.1.2 OF THIS AGREEMENT.

                  "ITALIAN OBLIGATIONS" MEANS AND INCLUDES ALL PRESENT AND
         FUTURE INDEBTEDNESS, OBLIGATIONS, AND LIABILITIES, WHETHER NOW EXISTING
         OR CONTEMPLATED OR HEREAFTER ARISING, OF THE ITALIAN HOLDING COMPANY,
         CAPSOL ITALY AND/OR OCIESSE TO BANK OF AMERICA ITALY, UNDER, ARISING
         PURSUANT TO, IN CONNECTION WITH AND/OR ON ACCOUNT OF THE PROVISIONS OF
         THE ITALIAN CREDIT AGREEMENTS.

                  "ITALIAN REVOLVING CREDIT COMMITMENT" MEANS THE AGREEMENT OF
         EACH LENDER RELATING TO PURCHASE OF AN UNDIVIDED PARTICIPATING INTEREST
         IN THE ITALIAN REVOLVING CREDIT LOAN AND ALL OTHER ITALIAN OBLIGATIONS
         SUBJECT TO AND IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT; AND
         "ITALIAN REVOLVING CREDIT COMMITMENTS" MEANS THE COLLECTIVE REFERENCE
         TO THE ITALIAN REVOLVING CREDIT COMMITMENT OF EACH OF THE LENDERS.

                  "ITALIAN REVOLVING CREDIT COMMITTED AMOUNT" MEANS FIFTEEN
         MILLION TWO HUNDRED FIFTY THOUSAND (15,250,000) EUROS.

                  "ITALIAN REVOLVING CREDIT FACILITY" MEANS THE REVOLVING CREDIT
         FACILITIES ESTABLISHED BY BANK OF AMERICA ITALY IN ACCORDANCE WITH THE
         TERMS OF THE ITALIAN CREDIT AGREEMENTS.

                  "ITALIAN REVOLVING CREDIT LOAN" MEANS EACH LOAN OR ADVANCE
         MADE BY BANK OF AMERICA ITALY TO THE ITALIAN HOLDING COMPANY, CAPSOL
         ITALY AND/OR OCIESSE UNDER THE TERMS OF THE ITALIAN CREDIT AGREEMENTS.

                  "ITALIAN REVOLVING CREDIT PRO RATA SHARE" MEANS WITH RESPECT
         TO EACH LENDER, SUCH LENDER'S REVOLVING CREDIT PRO RATA SHARE WITH
         RESPECT TO THE ITALIAN OBLIGATIONS.


                                       3
<PAGE>


                  "ITALIAN SECURITY DOCUMENTS" MEANS ANY AND ALL AGREEMENTS,
         DOCUMENTS AND/OR INSTRUMENTS WHICH SECURE OR GUARANTY ALL OR ANY
         PORTION OF THE ITALIAN OBLIGATIONS, AS THE SAME MAY FROM TIME TO TIME
         BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED, INCLUDING,
         WITHOUT LIMITATION, THE ITALIAN STOCK PLEDGE AGREEMENT.

                  "ITALIAN STOCK PLEDGE AGREEMENT" MEANS (i) THAT CERTAIN FIRST
         RANKING SHARE PLEDGE AGREEMENT FROM THE BORROWER TO BANK OF AMERICA
         ITALY, WHICH GRANTS, PLEDGES AND ASSIGNS TO BANK OF AMERICA ITALY, AS
         SECURITY FOR THE ITALIAN OBLIGATIONS, ONE HUNDRED PERCENT (100%) OF THE
         ISSUED AND OUTSTANDING SHARES OF THE ITALIAN HOLDING COMPANY AND (ii)
         THAT CERTAIN FIRST RANKING SHARE PLEDGE AGREEMENT FROM THE ITALIAN
         HOLDING COMPANY TO BANK OF AMERICA ITALY. WHICH GRANTS, PLEDGES AND
         ASSIGNS TO BANK OF AMERICA ITALY, AS SECURITY FOR THE ITALIAN
         OBLIGATIONS, ONE HUNDRED PERCENT (100%) OF THE ISSUED AND OUTSTANDING
         SHARES OF EACH OF CAPSOL ITALY AND OCIESSE, EACH AS THE SAME MAY FROM
         TIME TO TIME BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED.
         THE AGENT, THE LENDERS AND THE BORROWER ACKNOWLEDGE AND AGREE THAT THE
         ITALIAN STOCK PLEDGE AGREEMENTS WILL NOT BE EXECUTED AND DELIVERED UPON
         CLOSING AND CONSUMMATION OF THE ITALIAN CREDIT FACILITY, BUT WILL BE
         EXECUTED AND DELIVERED AS SOON AS COMMERCIALLY PRACTICABLE FOLLOWING
         CLOSING.

                  (b) The definitions of "Commitment" and "Commitments" on page
8 of the Credit Agreement are hereby deleted in their entirety and the following
are substituted in their places:

                  "COMMITMENT" MEANS WITH RESPECT TO EACH LENDER, SUCH LENDER'S
         REVOLVING CREDIT COMMITMENT, LETTER OF CREDIT COMMITMENT, TERM LOAN A
         COMMITMENT, TERM LOAN B COMMITMENT, BOND LETTER OF CREDIT COMMITMENT,
         UK REVOLVING CREDIT COMMITMENT, UK TERM LOAN COMMITMENT, ITALIAN
         REVOLVING CREDIT COMMITMENT, AS THE CASE MAY BE, AND "COMMITMENTS"
         MEANS THE COLLECTIVE REFERENCE TO THE REVOLVING CREDIT COMMITMENTS, THE
         LETTER OF CREDIT COMMITMENTS, THE TERM LOAN A COMMITMENTS, THE TERM
         LOAN B COMMITMENTS, THE BOND LETTER OF CREDIT COMMITMENTS, THE UK
         REVOLVING CREDIT COMMITMENTS, THE UK TERM LOAN COMMITMENTS AND ITALIAN
         REVOLVING CREDIT COMMITMENTS OF ALL OF THE LENDERS.

                  (c) The definitions of "Credit Facility" and "Credit
Facilities" on page 9 of the Credit Agreement are hereby deleted in their
entirety and the following are substituted in their place:

                  "CREDIT FACILITY" MEANS A DOMESTIC CREDIT FACILITY, A UK
         CREDIT FACILITY, OR THE ITALIAN REVOLVING CREDIT FACILITY AND "CREDIT
         FACILITIES" MEANS THE DOMESTIC CREDIT FACILITIES, THE UK CREDIT
         FACILITIES AND THE ITALIAN REVOLVING CREDIT FACILITY.


                                       4
<PAGE>


                  (d) The definition of "Dollar Currency Equivalent" on page 11
of the Credit Agreement is hereby deleted in its entirety and the following is
substituted in its place:

                  "DOLLAR CURRENCY EQUIVALENT" MEANS, ON ANY DATE OF
         DETERMINATION, THE RATE OF EXCHANGE QUOTED AT 11:00 A.M. (BALTIMORE,
         MARYLAND TIME) BY THE AGENT FOR THE SPOT PURCHASE IN THE FOREIGN
         EXCHANGE MARKET IN CHICAGO, ILLINOIS OF SUCH AMOUNT OF EUROS OR
         STERLING, AS THE CASE MAY BE, WITH DOLLARS.

                  (e) The definition of "Financing Documents" on page 24 of the
Credit Agreement is hereby deleted in its entirety and the following is
substituted in its place:

                  "FINANCING DOCUMENTS" MEANS AT ANY TIME COLLECTIVELY THIS
         AGREEMENT, THE NOTES, THE SECURITY DOCUMENTS, THE LETTER OF CREDIT
         DOCUMENTS, THE BOND LETTER OF CREDIT AGREEMENT DOCUMENTS, THE UK
         SECURITY DOCUMENTS, THE ITALIAN CREDIT AGREEMENTS, AND ANY OTHER
         INSTRUMENT, AGREEMENT OR DOCUMENT PREVIOUSLY, SIMULTANEOUSLY OR
         HEREAFTER EXECUTED AND DELIVERED BY THE BORROWER, ANY SUBSIDIARY
         GUARANTOR, BERRY UK, NIM HOLDINGS, THE ITALIAN HOLDING COMPANY,
         OCIESSE, CAPSOL ITALY AND/OR ANY OTHER PERSON, SINGLY OR JOINTLY WITH
         ANOTHER PERSON OR PERSONS, EVIDENCING, SECURING, GUARANTYING OR IN
         CONNECTION WITH THIS AGREEMENT, ANY NOTE, ANY OF THE SECURITY
         DOCUMENTS, ANY OF THE CREDIT FACILITIES, ANY OF THE UK SECURITY
         DOCUMENTS, ANY OF THE ITALIAN CREDIT AGREEMENTS AND/OR ANY OF THE
         OBLIGATIONS, ALL AS THE SAME MAY BE AMENDED, RESTATED, SUPPLEMENTED,
         REPLACED OR OTHERWISE MODIFIED AT ANY TIME AND FROM TIME TO TIME.

                  (f) The definition of "Guaranty" on page 26 of the Credit
Agreement is hereby deleted in its entirety and the following is substituted in
its place:

                  "GUARANTY" MEANS COLLECTIVELY EACH GUARANTY OF PAYMENT FOR THE
         BENEFIT OF BANK OF AMERICA ITALY AND/OR OF THE LENDERS RATABLY AND THE
         AGENT FROM ANY OR ALL OF THE GUARANTORS OR NIM HOLDINGS, INCLUDING,
         WITHOUT LIMITATION, THE UK CREDIT FACILITIES GUARANTY AND THE ITALIAN
         CREDIT FACILITY GUARANTY, AS THE SAME MAY FROM TIME TO TIME BE AMENDED,
         RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED.

                  (g) The definitions of "Loan" and "Loans" on page 30 of the
Credit Agreement are hereby deleted in their entirety and the following are
substituted in their places:

                  "LOAN" MEANS EACH OF THE REVOLVING LOAN, A TERM LOAN A, A TERM
         LOAN B, THE UK REVOLVING LOAN, A UK TERM LOAN, AN ITALIAN REVOLVING
         CREDIT LOAN, AS THE CASE MAY BE, AND "LOANS" MEANS THE COLLECTIVE
         REFERENCE TO THE REVOLVING LOAN, THE TERM LOANS A, THE TERM LOANS B,
         THE UK REVOLVING LOAN, THE UK TERM LOANS AND THE ITALIAN REVOLVING
         CREDIT LOANS.

                  (h) The definition of "Obligations" on pages 31 and 32 of the
Credit Agreement is hereby deleted in its entirety and the following is
substituted in its place:


                                       5
<PAGE>


                  "OBLIGATIONS" MEANS AND INCLUDES ALL PRESENT AND FUTURE
         INDEBTEDNESS, OBLIGATIONS, AND LIABILITIES, WHETHER NOW EXISTING OR
         CONTEMPLATED OR HEREAFTER ARISING, OF THE BORROWER, NIM HOLDINGS AND/OR
         BERRY UK TO (i) THE LENDERS, (ii) TO BANK OF AMERICA WITH RESPECT TO
         THE UK OBLIGATIONS, AND (iii) TO BANK OF AMERICA ITALY WITH RESPECT TO
         THE ITALIAN OBLIGATIONS, AND/OR (iv) TO THE AGENT UNDER, ARISING
         PURSUANT TO, IN CONNECTION WITH AND/OR ON ACCOUNT OF THE PROVISIONS OF
         THIS AGREEMENT, EACH NOTE, EACH SECURITY DOCUMENT, AND/OR ANY OF THE
         OTHER FINANCING DOCUMENTS, THE LOANS, AND/OR ANY OF THE CREDIT
         FACILITIES INCLUDING, WITHOUT LIMITATION, THE PRINCIPAL OF, AND
         INTEREST ON, EACH NOTE, LATE CHARGES, THE FEES, ENFORCEMENT COSTS, AND
         PREPAYMENT FEES (IF ANY), LETTER OF CREDIT FEES OR FEES CHARGED WITH
         RESPECT TO ANY GUARANTY OF ANY LETTER OF CREDIT; ALSO MEANS AND
         INCLUDES ALL OTHER PRESENT AND FUTURE INDEBTEDNESS, LIABILITIES AND
         OBLIGATIONS, WHETHER NOW EXISTING OR CONTEMPLATED OR HEREAFTER ARISING,
         OF THE BORROWER, BERRY UK, NIM HOLDINGS, ANY SUBSIDIARY GUARANTOR TO
         THE AGENT AND/OR TO ANY LENDER OR BANK OF AMERICA ITALY ANY/OR ANY OF
         ITS OR THEIR AFFILIATES UNDER OR IN CONNECTION WITH, ANY INTEREST
         RATE/CURRENCY PROTECTION AGREEMENTS; AND ALSO MEANS ANY AND ALL
         RENEWALS, EXTENSIONS, SUBSTITUTIONS, AMENDMENTS, RESTATEMENTS AND
         REARRANGEMENTS OF ANY SUCH DEBTS, OBLIGATIONS AND LIABILITIES. FOR
         PURPOSES OF THE INDENTURE, ALL OBLIGATIONS UNDER AND IN CONNECTION WITH
         THE CREDIT FACILITIES CONSTITUTE AND ARE HEREBY DEEMED "DESIGNATED
         SENIOR INDEBTEDNESS" AS DEFINED IN THE INDENTURE. IN ADDITION, FOR
         PURPOSES OF THIS AGREEMENT "OBLIGATIONS" INCLUDES WITH RESPECT TO THE
         ITALIAN HOLDING COMPANY, CAPSOL ITALY AND OCIESSE, THE ITALIAN
         OBLIGATIONS.

                  (i) The definition of "Security Documents" on page 41 of the
Credit Agreement is hereby deleted in its entirety and the following is
substituted in its place:

                  "SECURITY DOCUMENTS" MEANS COLLECTIVELY ANY ASSIGNMENT, PLEDGE
         AGREEMENT, SECURITY AGREEMENT, MORTGAGE, DEED OF TRUST, DEED TO SECURE
         DEBT, FINANCING STATEMENT AND ANY SIMILAR INSTRUMENT, DOCUMENT OR
         AGREEMENT UNDER OR PURSUANT TO WHICH A LIEN IS NOW OR HEREAFTER GRANTED
         TO, OR FOR THE BENEFIT OF, THE AGENT, THE LENDERS, BANK OF AMERICA
         AND/OR BANK OF AMERICA ITALY ON ANY REAL OR PERSONAL PROPERTY OF ANY
         PERSON TO SECURE ALL OR ANY PORTION OF THE OBLIGATIONS, ALL AS THE SAME
         MAY FROM TIME TO TIME BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE
         MODIFIED, INCLUDING, WITHOUT LIMITATION, THIS AGREEMENT, THE GUARANTY,
         THE STOCK PLEDGE AGREEMENT, THE DEEDS OF TRUST, THE SECURITY AGREEMENT,
         THE ASSIGNMENT OF PATENTS, THE ASSIGNMENT OF TRADEMARKS, THE UK STOCK
         PLEDGE AGREEMENT, THE UK SECURITY DOCUMENTS, THE ITALIAN STOCK PLEDGE
         AGREEMENT AND THE OTHER ITALIAN SECURITY DOCUMENTS, IF ANY.

                  (j) The definition of "Stock Pledge Agreement" on pages 43 and
44 of the Credit Agreement is hereby deleted in its entirety and the following
is substituted in its place:


                                       6
<PAGE>

                  "STOCK PLEDGE AGREEMENT" MEANS (a) THAT CERTAIN AMENDED AND
         RESTATED STOCK PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT DATED AS OF
         THE DATE HEREOF FROM THE BORROWER TO THE AGENT FOR THE BENEFIT OF THE
         LENDERS RATABLY AND THE AGENT, (b) THE UK STOCK PLEDGE AGREEMENT, (c)
         THAT CERTAIN AMENDED AND RESTATED STOCK PLEDGE AGREEMENT, ASSIGNMENT
         AND SECURITY AGREEMENT DATED AS OF THE DATE HEREOF FROM CPI TO THE
         AGENT FOR THE BENEFIT OF THE LENDERS RATABLY AND THE AGENT, AND (d) THE
         ITALIAN STOCK PLEDGE AGREEMENT, ALL AS THE SAME MAY FROM TIME TO TIME
         BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED.

                  (k) The definitions of "Subsidiary Guarantor" and "Subsidiary
Guarantors" on pages 44 and 45 of the Credit Agreement are hereby amended to
confirm that the Italian Holding Company, Capsol Italy and Ociesse do not
constitute "Subsidiary Guarantors" for purposes of the Credit Agreement, the GE
Financing Agreement, all of the other Financing Documents and all of the other
GE Financing Documents. The Agent and the Lenders agree that none of the
tangible or intangible assets or properties (excluding capital stock) of Capsol
Italy, Ociesse and/or the Italian Holding Company located in the Republic of
Italy shall be pledged to the Agent and/or the Lenders as collateral for any of
the Obligations (other than the Italian Obligations to the extent provided in
the immediately following sentence) or for any of the GE Obligations. In
addition, the Italian Obligations (and neither any other Obligations nor the GE
Obligations) shall be secured by a first priority assignment, pledge and grant
of one hundred percent (100%) of the outstanding shares of capital stock now or
at any time hereafter issued by Capsol Italy, Ociesse and the Italian Holding
Company.

                  (l) The third paragraph of Section 2.1.2 on pages 52 and 53 of
the Credit Agreement is hereby amended to add the following provisions:

                  THE BORROWER AND THE LENDERS HEREBY IRREVOCABLY AUTHORIZE THE
         AGENT, ON BEHALF OF THE LENDERS, AT ANY TIME AND FROM TIME TO TIME,
         WITHOUT REQUEST FROM, PRIOR NOTICE TO, OR CONSENT OF, THE BORROWER OR
         ANY OF THE LENDERS TO MAKE ADVANCES UNDER THE REVOLVING LOAN TO REPAY
         ALL OR ANY PORTION OF THE ITALIAN OBLIGATIONS (EACH, AN "ITALIAN
         OBLIGATION ADVANCE" AND COLLECTIVELY, THE "ITALIAN OBLIGATION
         ADVANCES"). THE AGENT AGREES THAT AN ITALIAN OBLIGATION ADVANCE MAY BE
         MADE ONLY (i) UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
         EVENT OF DEFAULT UNDER THE ITALIAN CREDIT AGREEMENTS OR (ii) IF ALL OR
         ANY PORTION OF THE ITALIAN OBLIGATIONS ARE NOT PAID AS AND WHEN DUE AND
         PAYABLE (SUBJECT TO ANY APPLICABLE NOTICE, GRACE AND CURE PERIODS) IN
         ACCORDANCE WITH THE TERMS OF THE ITALIAN CREDIT AGREEMENTS. THE
         BORROWER ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING ANY PROVISION IN
         THE CREDIT AGREEMENT TO THE CONTRARY, THE AGENT SHALL BE ENTITLED TO
         REQUIRE ITALIAN OBLIGATION ADVANCES REGARDLESS OF WHETHER THE
         OUTSTANDING PRINCIPAL AMOUNT OF THE LOAN AFTER TAKING INTO ACCOUNT ANY
         SUCH ITALIAN OBLIGATION ADVANCES EXCEEDS OR WOULD EXCEED THE TOTAL
         REVOLVING CREDIT COMMITTED AMOUNT; PROVIDED THAT UNDER NO CIRCUMSTANCES
         SHALL THE AGGREGATE PRINCIPAL AMOUNT OF ITALIAN OBLIGATION ADVANCES
         EXCEED THE DOLLAR CURRENCY EQUIVALENT OF THE THEN OUTSTANDING ITALIAN
         OBLIGATIONS; NO LENDER, HOWEVER, SHALL HAVE ANY OBLIGATION OR
         COMMITMENT TO MAKE ANY ADVANCE TO OR FOR THE ACCOUNT OF THE BORROWER
         UNDER


                                       7
<PAGE>


         THE REVOLVING LOAN (INCLUDING ANY OBLIGATION OR COMMITMENT TO
         PURCHASE ANY PARTICIPATION INTEREST IN THE ITALIAN OBLIGATIONS) UNLESS
         OTHERWISE AGREED IN WRITING BY SUCH LENDER, IF AND TO THE EXTENT SUCH
         LENDER'S PRO RATA SHARE OF THE REVOLVING LOAN WOULD EXCEED, WITH THE
         MAKING OF SUCH ADVANCE OR REIMBURSEMENT, SUCH LENDER'S REVOLVING CREDIT
         COMMITTED AMOUNT.

                  (m) Section 2.1.10 on pages 57 and 58 of the Credit Agreement
is hereby amended to add the following provisions:

         THE AGENT AND THE LENDERS AGREE THAT USAGE OF THE ITALIAN REVOLVING
         CREDIT FACILITY SHALL BE CONSIDERED USAGE OF THE TOTAL REVOLVING CREDIT
         COMMITTED AMOUNT FOR PURPOSES OF THIS SECTION 2.1.10.

                  (n) Section 2.1.12 on pages 58 and 59 of the Credit Agreement
is hereby amended to the add the following additional provisions:

                  IN ADDITION TO THE REQUIRED AVAILABILITY, THE BORROWER
         UNDERSTANDS AND AGREES THAT THE AGENT SHALL ESTABLISH AND MAINTAIN AN
         ADDITIONAL RESERVE AGAINST AVAILABILITY UNDER THE REVOLVING LOAN IN AN
         AMOUNT EQUAL AT ALL TIMES TO THE DOLLAR CURRENCY EQUIVALENT OF THE
         MAXIMUM AMOUNT (INCLUDING PRINCIPAL, INTEREST AND FEES) WHICH IS AND/OR
         MAY BE OUTSTANDING AT ANY TIME AND FROM TIME TO TIME UNDER THE ITALIAN
         CREDIT FACILITY (THE "ITALIAN CREDIT FACILITY REQUIRED AVAILABILITY").
         THE AGENT AND THE LENDERS AGREE THAT THE ITALIAN CREDIT FACILITY
         REQUIRED AVAILABILITY IS IN SUBSTITUTION FOR, AND IN REPLACEMENT OF,
         THE PERMITTED ACQUISITION REQUIRED AVAILABILITY AND ACCORDINGLY
         CONSTITUTES A REPLACEMENT OF A PORTION OF THE REVOLVING CREDIT FACILITY
         AND NOT A PERMANENT REDUCTION OF THE REVOLVING CREDIT COMMITMENTS. THE
         BORROWER FURTHER UNDERSTANDS AND AGREES THAT THE AMOUNT OF THE ITALIAN
         CREDIT FACILITY REQUIRED AVAILABILITY MAY CHANGE FROM TIME TO TIME AS
         DETERMINED BY THE AGENT IN ITS SOLE DISCRETION TO TAKE INTO ACCOUNT ANY
         APPLICABLE FOREIGN EXCHANGE FLUCTUATIONS BETWEEN DOLLARS AND EUROS. THE
         BORROWER FURTHER UNDERSTANDS AND AGREES THAT THE ITALIAN CREDIT
         FACILITY REQUIRED AVAILABILITY MAY AT ANY TIME AND FROM TIME TO TIME
         EXCEED THE ITALIAN REVOLVING CREDIT COMMITTED AMOUNT IF AND TO THE
         EXTENT THE UNPAID BALANCE OF THE DOLLAR CURRENCY EQUIVALENT OF THE
         ITALIAN OBLIGATIONS EXCEEDS OR IS EXPECTED TO EXCEED THE DOLLAR
         CURRENCY EQUIVALENT OF THE ITALIAN REVOLVING CREDIT COMMITTED AMOUNT.

                  (o) Section 2.8 of the Credit Agreement is hereby amended to
         add the following Section 2.8.6:

                  2.8.6    PARTICIPATIONS IN THE ITALIAN OBLIGATIONS.

                  EACH LENDER (INCLUDING BANK OF AMERICA) HEREBY IRREVOCABLY
         AUTHORIZES BANK OF AMERICA ITALY TO MAKE ADVANCES UNDER THE ITALIAN
         REVOLVING CREDIT FACILITY IN ACCORDANCE WITH THE PROVISIONS OF THE
         ITALIAN CREDIT AGREEMENTS. AS OF THE DATE EACH SUCH ITALIAN REVOLVING
         LOAN IS MADE, EACH LENDER SHALL HAVE AN UNDIVIDED PARTICIPATING
         INTEREST IN (a) THE RIGHTS AND OBLIGATIONS OF BANK OF AMERICA ITALY
         UNDER EACH SUCH ITALIAN REVOLVING LOAN, AND (b) THE ITALIAN OBLIGATIONS
         WITH RESPECT TO SUCH ITALIAN REVOLVING LOAN, IN AN AMOUNT EQUAL TO EACH
         LENDER'S PRO RATA SHARE THEREOF, SUBJECT


                                       8
<PAGE>


         TO THE RIGHTS OF BANK OF AMERICA ITALY TO RECEIVE AND RETAIN PAYMENT
         OF ALL OR A PORTION OF THE INTEREST ON THE ITALIAN OBLIGATIONS AS SET
         FORTH IN THIS SECTION AND ANY FRONTING FEES OR OTHER FEES AS SET FORTH
         IN THE ITALIAN CREDIT AGREEMENTS. IF THE ITALIAN HOLDING COMPANY,
         CAPSOL ITALY AND/OR OCIESSE FAIL TO PAY TO BANK OF AMERICA ITALY, ANY
         ITALIAN OBLIGATIONS AS AND WHEN DUE AND PAYABLE (SUBJECT TO ANY
         APPLICABLE NOTICE, GRACE OR CURE PERIOD), THE AGENT SHALL PROMPTLY
         NOTIFY EACH OF THE LENDERS AND MAY DEMAND PAYMENT FROM EACH OF THE
         LENDERS OF SUCH LENDER'S PRO RATA SHARE OF SUCH UNPAID ITALIAN
         OBLIGATIONS. IN ADDITION, IF ANY AMOUNT PAID TO BANK OF AMERICA ITALY
         ON ACCOUNT OF THE ITALIAN OBLIGATIONS IS RESCINDED OR REQUIRED TO BE
         RESTORED OR TURNED OVER BY BANK OF AMERICA ITALY, UPON THE INSOLVENCY,
         BANKRUPTCY, DISSOLUTION, LIQUIDATION OR REORGANIZATION OF THE ITALIAN
         HOLDING COMPANY, CAPSOL ITALY AND/OR OCIESSE OR UPON OR AS A RESULT OF
         THE APPOINTMENT OF A RECEIVER, INTERVENOR, TRUSTEE, CONSERVATOR OR
         SIMILAR OFFICER FOR THE ITALIAN HOLDING COMPANY, CAPSOL ITALY AND/OR
         OCIESSE, THE AGENT SHALL PROMPTLY NOTIFY EACH OF THE LENDERS AND MAY
         DEMAND PAYMENT FROM EACH OF THE LENDERS OF ITS PRO RATA SHARE OF ITS
         PORTION OF THE ITALIAN OBLIGATIONS TO BE REMITTED TO THE ITALIAN
         HOLDING COMPANY, CAPSOL ITALY AND/OR OCIESSE. SUBJECT TO SECTION
         2.1.2, EACH OF THE LENDERS IRREVOCABLY AND UNCONDITIONALLY AGREES TO
         HONOR ANY SUCH DEMANDS FOR PAYMENT UNDER THIS SECTION AND PROMISES TO
         PAY TO THE ACCOUNT OF THE AGENT FOR THE BENEFIT OF BANK OF AMERICA
         ITALY ON THE SAME BUSINESS DAY AS DEMANDED THE AMOUNT OF ITS PRO RATA
         SHARE OF THE ITALIAN OBLIGATIONS IN EUROS, IN IMMEDIATELY AVAILABLE
         FUNDS, WITHOUT ANY SETOFF, COUNTERCLAIM OR DEDUCTION OF ANY KIND. ANY
         PAYMENT BY A LENDER HEREUNDER SHALL IN NO WAY RELEASE, DISCHARGE OR
         LESSEN THE OBLIGATION OF THE ITALIAN HOLDING COMPANY, CAPSOL ITALY,
         OCIESSE, THE BORROWER OR ANY SUBSIDIARY GUARANTOR TO PAY THE ITALIAN
         OBLIGATIONS TO BANK OF AMERICA ITALY, IN ACCORDANCE WITH THE
         PROVISIONS OF THE ITALIAN CREDIT AGREEMENTS. THE DATE ON WHICH A
         PAYMENT IS MADE BY A LENDER TO THE AGENT FOR THE ACCOUNT OF BANK OF
         AMERICA ITALY SHALL BE REFERRED TO AS A "ITALIAN PAYMENT DATE".

                  THE OBLIGATION OF EACH OF THE LENDERS TO REMIT THE AMOUNTS OF
         ITS PRO RATA SHARE OF THE ITALIAN OBLIGATIONS FOR THE ACCOUNT OF BANK
         OF AMERICA ITALY, PURSUANT TO THIS SECTION SHALL BE UNCONDITIONAL AND
         IRREVOCABLE UNDER ANY AND ALL CIRCUMSTANCES (BUT SUBJECT TO SECTION
         2.1.2) AND MAY NOT BE TERMINATED, SUSPENDED OR DELAYED FOR ANY REASON
         WHATSOEVER, PROVIDED THAT ALL PAYMENTS OF SUCH AMOUNTS BY EACH OF THE
         LENDERS SHALL BE WITHOUT PREJUDICE TO THE RIGHTS OF EACH OF THE LENDERS
         WITH RESPECT TO ANY ALLEGED WILLFUL MISCONDUCT OF BANK OF AMERICA
         ITALY. ANY CLAIM ANY LENDER MAY HAVE AGAINST BANK OF AMERICA ITALY AS A
         RESULT OF ANY ALLEGED WILLFUL MISCONDUCT OF BANK OF AMERICA ITALY MAY
         BE BROUGHT BY SUCH LENDER IN A SEPARATE ACTION AGAINST BANK OF AMERICA
         ITALY, BUT MAY NOT BE USED AS A DEFENSE TO PAYMENT UNDER THE PROVISIONS
         OF THIS SECTION.

                  ALL INTEREST ON THE UNPAID PRINCIPAL BALANCE OF THE ITALIAN
         OBLIGATIONS SHALL BE PAYABLE TO, AND RETAINED BY, BANK OF AMERICA
         ITALY, EXCEPT WITH


                                       9
<PAGE>


         RESPECT TO THOSE ITALIAN OBLIGATIONS FOR WHICH THE AGENT ON ACCOUNT OF
         BANK OF AMERICA ITALY, HAS DEMANDED AND RECEIVED PAYMENT FROM A LENDER
         PURSUANT TO THE PROVISIONS OF THIS SECTION (EACH AN "ITALIAN LENDER
         PAYMENT"), IN WHICH CASE, THE LENDER MAKING SUCH PAYMENT SHALL BE
         ENTITLED TO RECEIVE ALL INTEREST PAYABLE ON THE ITALIAN OBLIGATIONS
         REPRESENTED BY SUCH ITALIAN LENDER PAYMENT AT ALL TIMES FROM AND AFTER
         THE ITALIAN PAYMENT DATE FOR SUCH ITALIAN LENDER PAYMENT (THE
         "LENDER'S SHARE OF ITALIAN INTEREST"). ANY PAYMENTS RECEIVED BY BANK
         OF AMERICA ITALY, WHICH ARE PAYABLE TO A LENDER SHALL BE PAID TO SUCH
         LENDER IN EUROS IN ACCORDANCE WITH ALL PAYMENTS TO BE MADE BY THE
         AGENT TO A LENDER UNDER THE PROVISIONS OF SECTION 2.12.

                  EXCEPT TO THE EXTENT THAT AGENT ON BEHALF OF BANK OF AMERICA
         ITALY SHALL HAVE MADE DEMAND ON THE LENDERS FOR PAYMENT OF THEIR PRO
         RATA SHARE OF THE ITALIAN OBLIGATIONS (THE "ITALIAN OBLIGATIONS DEMAND
         DATE"), THE AGENT SHALL REMIT TO EACH LENDER FROM TIME TO TIME (BUT AT
         LEAST ONCE MONTHLY) SUCH LENDER'S PRO RATA SHARE OF THAT PORTION OF THE
         INTEREST PAID TO, AND RECEIVED BY, BANK OF AMERICA ITALY, IN COLLECTED
         FUNDS ON ACCOUNT OF SUCH LENDER'S UNFUNDED ITALIAN OBLIGATIONS
         CALCULATED AT THE APPLICABLE ITALIAN MARGIN FOR SUCH ITALIAN
         OBLIGATIONS ONLY; BANK OF AMERICA ITALY SHALL RETAIN ALL INTEREST
         CALCULATED AT THE EURIBOR BASE RATE. SUCH PAYMENTS SHALL BE PAYABLE TO
         THE LENDERS IN CONSIDERATION OF THEIR AGREEMENT TO PURCHASE A
         PARTICIPATION INTEREST IN THE ITALIAN OBLIGATIONS IN ACCORDANCE WITH
         THE PROVISIONS OF THIS AGREEMENT, BUT SHALL BE PAYABLE ONLY IF AND TO
         THE EXTENT BANK OF AMERICA ITALY HAS RECEIVED THE INTEREST PAYMENT
         WHICH IS THE BASIS FOR SUCH FEE.

                  (p) Section 2.10.7 on page 62 of the Credit Agreement is
         hereby amended to add the following provisions:

                  IF ANY ASSESSMENTS ARE IMPOSED AND REQUIRED TO BE WITHHELD
         FROM ANY PAYMENT OF INTEREST BY THE ITALIAN HOLDING COMPANY, CAPSOL
         ITALY AND/OR OCIESSE TO BANK OF AMERICA ITALY ON ACCOUNT OF THE ITALIAN
         OBLIGATIONS (INCLUDING ANY DISTRIBUTION OF ALL OR ANY PORTION OF ANY
         SUCH PAYMENT BY BANK OF AMERICA ITALY TO ALL OR ANY OF THE LENDERS),
         THE BORROWER SHALL (a) INCREASE OR CAUSE THE ITALIAN HOLDING COMPANY,
         CAPSOL ITALY AND/OR OCIESSE, AS APPROPRIATE, TO INCREASE THE AMOUNT OF
         SUCH PAYMENT SO THAT BANK OF AMERICA ITALY (AND THE LENDERS) WILL
         RECEIVE A NET AMOUNT (AFTER GIVING EFFECT TO THE PAYMENT OF SUCH
         ADDITIONAL AMOUNT AND TO THE DEDUCTION OF ALL ASSESSMENTS) EQUAL TO THE
         AMOUNT OF INTEREST DUE ON ACCOUNT OF THE ITALIAN OBLIGATIONS (AND ANY
         AMOUNTS DUE TO THE LENDERS IN CONNECTION THEREWITH, AND (b) PAY OR
         CAUSE THE ITALIAN HOLDING COMPANY, CAPSOL ITALY AND/OR OCIESSE TO PAY
         SUCH ASSESSMENTS TO THE APPROPRIATE TAXING AUTHORITY FOR THE ACCOUNT OF
         BANK OF AMERICA ITALY AND/OR THE LENDERS, AS APPROPRIATE, AND, AS
         PROMPTLY AS POSSIBLE THEREAFTER, SEND BANK OF AMERICA ITALY AN ORIGINAL
         RECEIPT (OR A COPY THEREOF THAT HAS BEEN STAMPED BY THE APPROPRIATE
         TAXING AUTHORITY TO CERTIFY PAYMENT) SHOWING PAYMENT THEREOF, TOGETHER
         WITH SUCH


                                       10
<PAGE>


         ADDITIONAL DOCUMENTARY EVIDENCE AS BANK OF AMERICA ITALY MAY FROM TIME
         TO TIME REASONABLY REQUIRE.

                  (q) Section 3.2 beginning on page 100 of the Credit Agreement
is hereby amended to provide that the Collateral secures the Italian Obligations
and the Borrower's guaranty of the Italian Obligations. In particular, the
Borrower hereby assigns, pledges and grants to the Agent, for the benefit of
Bank of America Italy and agrees that the Agent for the benefit of Bank of
America Italy shall have a perfected and continuing security interest in, and
Lien on, (a) all of the Borrower's Accounts, Inventory, Chattel Paper,
Documents, Instruments, Equipment, Securities, and General Intangibles, whether
now owned or existing or hereafter acquired or arising, (b) all returned,
rejected or repossessed goods, the sale or lease of which shall have given or
shall give rise to an Account or Chattel Paper, (c) all insurance policies
relating to the foregoing, (d) all books and records in whatever media (paper,
electronic or otherwise) recorded or stored, with respect to the foregoing and
all equipment and general intangibles necessary or beneficial to retain, access
and/or process the information contained in those books and records, and (e) all
cash and non-cash proceeds and products of the foregoing.

                  (r) Section 3.7 on page 105 of the Credit Agreement is hereby
amended to provide that the Borrower agrees that the Italian Obligations are and
shall be fully and unconditionally and jointly and severally guaranteed by each
Subsidiary Guarantor and the joint and several obligations of each Subsidiary
Guarantor under the Guaranty are and shall continue to be secured by a first
priority Lien (subject only to Permitted Liens) on all Assets and properties of
each Subsidiary Guarantor.

                  (s) Section 6.1 is hereby amended to add the following Section
6.1.25:

                  6.1.25 ITALIAN CREDIT AGREEMENTS. THE BORROWER UNDERSTANDS AND
         AGREES THAT IN ORDER TO PERMIT THE EXPEDITIOUS CLOSING OF THE ITALIAN
         TARGET STOCK PURCHASE TRANSACTION, BANK OF AMERICA ITALY HAS AGREED TO
         MAKE THE ITALIAN CREDIT FACILITY AVAILABLE TO THE ITALIAN HOLDING
         COMPANY BASED ON THE EXECUTION AND DELIVERY OF CERTAIN INTERIM ITALIAN
         CREDIT AGREEMENTS. THE BORROWER FURTHER UNDERSTANDS AND AGREES THAT IT
         IS CONTEMPLATED THAT PROMPTLY FOLLOWING THE CLOSING OF THE ITALIAN
         TARGET STOCK PURCHASE TRANSACTION, THE BORROWER, THE ITALIAN HOLDING
         COMPANY, OCIESSE AND CAPSOL ITALY WILL EXECUTE AND DELIVER TO BANK OF
         AMERICA ITALY FINAL ITALIAN CREDIT AGREEMENTS AND THE ITALIAN STOCK
         PLEDGE AGREEMENT. IN RESPECT THEREOF, THE BORROWER COVENANTS AND AGREES
         TO EXECUTE AND TO CAUSE THE ITALIAN HOLDING COMPANY, OCIESSE AND CAPSOL
         ITALY TO EXECUTE AND DELIVER TO BANK OF AMERICA ITALY, THE FINAL
         ITALIAN CREDIT AGREEMENTS AND THE ITALIAN STOCK PLEDGE AGREEMENT AS
         SOON AS COMMERCIALLY PRACTICABLE, BUT IN ANY EVENT WITHIN SIXTY (60)
         DAYS OF THE CLOSING OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION.

                  (t) Section 7.1.10 on page 145 of the Credit Agreement is
hereby amended to provide that the occurrence of an event of default (following
expiration of any applicable notice, grace and/or cure periods) under the
Italian Credit Facility shall constitute an Event of Default under Section
7.1.10 of the Credit Agreement.


                                       11
<PAGE>


                  (u) Section 7.1.13 on page 145 of the Credit Agreement is
hereby amended to provide that, except to the extent permitted by Section 6.2.1
of the Credit Agreement, (1) the Borrower's failure to own and control,
beneficially and of record, directly or indirectly, one hundred percent (100%)
of the issued and outstanding shares of the Italian Holding Company and/or (2)
the Italian Holding Company's failure to own and control, beneficially and of
record, directly or indirectly, one hundred percent (100%) of the issued and
outstanding shares of Capsol Italy and/or Ociesse, shall constitute an Event of
Default under Section 7.1.13 of the Credit Agreement.

         3.       The terms "this Agreement" as used in the Credit Agreement
and the terms "Credit Agreement" as used in any of the Financing Documents
shall mean the Credit Agreement as modified herein unless the context clearly
indicates or dictates a contrary meaning. Any and all such Financing Documents
are deemed hereby amended to reflect the terms and conditions of this
Amendment, including, without limitation, the Deeds of Trust.

         4.       The Borrower, the Agent and the Lenders will execute such
confirmatory instruments with respect to the Credit Agreement and/or any of the
Financing Documents as the Agent may reasonably require.

         5.       This Amendment may not be amended, changed, modified, altered
or terminated without in each instance the prior written consent of the Agent,
the Lenders and the Borrower. This Amendment shall be construed in accordance
with, and governed by, the laws of the State of Maryland.

         6.       The Borrower agrees that neither the execution and delivery
of this Amendment nor any of the terms, provisions, covenants, or agreements
contained in this Amendment shall in any manner release, impair, lessen, waive,
or otherwise adversely affect the joint and several liability and obligations
of the Borrower under the terms of the Credit Agreement.

         7.       The Agent and the Lenders acknowledge and agree that to the
extent the provisions of the Credit Agreement are contrary to or inconsistent
with the Italian Credit Agreement, the provisions of the Credit Agreement shall
control and the provisions of the Italian Credit Agreement shall be interpreted
in a manner to be consistent with the Credit Agreement.

         8.       This Agreement may be executed in any number of duplicate
originals or counterparts, each of such duplicate originals or counterparts
shall be deemed to be an original and all taken together shall constitute but
one and the same instrument. The parties agree that their respective signatures
may be delivered by facsimile. Any party who chooses to deliver its signature
by facsimile agrees to provide a counterpart of this Agreement with its inked
signature promptly to each other party.





                                      12
<PAGE>


         IN WITNESS WHEREOF, the Borrower, NIM Holdings, Berry UK, the Agent and
the Lenders have caused this Amendment to be executed under seal as of the date
first above written.

WITNESS:                            BERRY PLASTICS CORPORATION


----------------------------        By:
                                       ----------------------------(Seal)
                                       Name:
                                       Title:


WITNESS OR ATTEST:                  NIM HOLDINGS LIMITED


----------------------------        By:
                                       ----------------------------(Seal)
                                       Name:
                                       Title:


WITNESS OR ATTEST:                  BERRY PLASTICS UK LIMITED


----------------------------        By:
                                       ----------------------------(Seal)
                                       Name:
                                       Title:


WITNESS:                            BANK OF AMERICA, N.A.,
                                    in its capacity as Agent


----------------------------        By:
                                       ----------------------------(Seal)
                                       David B. Thayer
                                       Senior Vice President


WITNESS:                            BANK OF AMERICA, N.A.,
                                    in its capacity as a Lender


----------------------------        By:
                                       ----------------------------(Seal)
                                       David B. Thayer
                                       Vice President


                                      13
<PAGE>


WITNESS:                            FLEET CAPITAL CORPORATION,
                                    in its capacity as a Lender


----------------------------        By:
                                       ----------------------------(Seal)
                                       Name:
                                       Title:


WITNESS:                            GENERAL ELECTRIC CAPITAL CORPORATION,
                                    in its capacity as a Lender


----------------------------        By:
                                       ----------------------------(Seal)
                                       Name:
                                       Title:


WITNESS:                            HELLER FINANCIAL, INC.
                                    in its capacity as a Lender


----------------------------        By:
                                       ----------------------------(Seal)
                                       Name:
                                       Title:


WITNESS:                            PNC BANK, NATIONAL ASSOCIATION
                                    in its capacity as a Lender


----------------------------        By:
                                       ----------------------------(Seal)
                                       Name:
                                       Title:


WITNESS:                            LASALLE BUSINESS CREDIT, INC.,
                                    in its capacity as a Lender


----------------------------        By:
                                       ----------------------------(Seal)
                                       Name:
                                       Title:



                                      14
<PAGE>


                           ACKNOWLEDGMENT AND CONSENT
                           --------------------------


         BPC HOLDING CORPORATION, a corporation organized and existing under
the laws of the State of Delaware (the "Parent"), BERRY IOWA CORPORATION, a
corporation organized and existing under the laws of the State of Delaware
("Berry Iowa"), BERRY TRI-PLAS CORPORATION, a corporation organized and
existing under the laws of the State of Delaware ("Berry Tri-Plas"), AEROCON,
INC., a corporation organized and existing under the laws of the State of
Delaware ("AeroCon"), BERRY STERLING CORPORATION, a corporation organized and
existing under the laws of the State of Delaware ("Berry Sterling"), BERRY
PLASTICS DESIGN CORPORATION, a corporation organized and existing under the
laws of the State of Delaware ("Berry Design"), PACKERWARE CORPORATION, a
corporation organized and existing under the laws of the State of Delaware
("PackerWare"), VENTURE PACKAGING, INC., a corporation organized and existing
under the laws of the State of Delaware ("Venture Holding"), BERRY PLASTICS
TECHNICAL SERVICES, INC., a corporation organized and existing under the laws
of the State of Delaware, formerly known as Venture Packaging Southeast, Inc.
("Venture Southeast"), VENTURE PACKAGING MIDWEST, INC., a corporation organized
and existing under the laws of the State of Delaware ("Venture Midwest"),
KNIGHT PLASTICS, INC., a corporation organized and existing under the laws of
the State of Delaware ("Knight"), CPI HOLDING CORPORATION, a corporation
organized and existing under the laws of the State of Delaware ("CPI"),
CARDINAL PACKAGING, INC., a corporation organized and existing under the laws
of the State of Ohio ("Cardinal"), and POLY-SEAL CORPORATION, a corporation
organized and existing under the laws of the State of Delaware ("Poly-Seal")
(the Parent, Berry Iowa, Berry Tri-Plas, AeroCon, Berry Sterling, Berry Design,
PackerWare, Venture Holding, Venture Southeast, Venture Midwest, Knight, CPI,
Cardinal, and Poly-Seal are herein collectively and individually referred to as
the "Guarantor") hereby consent and agree to the foregoing Amendment and hereby
acknowledge and agree that (i) the joint and several obligations and
liabilities of the Guarantors under and in connection with those certain
Guaranty of Payment Agreements and all other Financing Documents executed and
delivered in connection with the Obligations (as amended, restated,
supplemented or otherwise modified, the "Guaranty Documents") shall include and
to the extent necessary are hereby amended to include the Italian Obligations
and (ii) neither the execution and delivery of the foregoing Amendment nor any
of the terms, provisions and agreements contained in the foregoing Amendment
shall in any manner impair, lessen, waive, discharge or otherwise adversely
affect the indebtedness, liabilities, and obligations of the Guarantors under
and in connection with any and all Financing Documents previously, now or
hereafter executed and delivered by either of them, including, without
limitation, the Guaranty Documents.

<PAGE>



         IN WITNESS WHEREOF, each of the parties hereby have executed and
delivered this Acknowledgment under their respective seals as of the day and
year first written above.

WITNESS OR ATTEST:                  BERRY IOWA CORPORATION


----------------------------        By:
                                       ----------------------------(SEAL)
                                       Name:
                                       Title:


WITNESS OR ATTEST:                  BERRY TRI-PLAS CORPORATION


----------------------------        By:
                                       ----------------------------(SEAL)
                                       Name:
                                       Title:


WITNESS OR ATTEST:                  BERRY STERLING CORPORATION


----------------------------        By:
                                       ----------------------------(SEAL)
                                       Name:
                                       Title:


WITNESS OR ATTEST:                  AERO CON, INC.


----------------------------        By:
                                       ----------------------------(SEAL)
                                       Name:
                                       Title:


WITNESS OR ATTEST:                  PACKERWARE CORPORATION


----------------------------        By:
                                       ----------------------------(SEAL)
                                       Name:
                                       Title:



                                       2
<PAGE>


WITNESS OR ATTEST:                  BERRY PLASTICS DESIGN CORPORATION


----------------------------        By:
                                       ----------------------------(SEAL)
                                       Name:
                                       Title:


WITNESS OR ATTEST:                  BPC HOLDING CORPORATION


----------------------------        By:
                                       ----------------------------(SEAL)
                                       Name:
                                       Title:


WITNESS OR ATTEST:                  VENTURE PACKAGING, INC.


----------------------------        By:
                                       ----------------------------(SEAL)
                                       Name:
                                       Title:


WITNESS OR ATTEST:                  BERRY PLASTICS TECHNICAL SERVICES, INC.,
                                    f/k/a Venture Packaging Southeast, Inc.


----------------------------        By:
                                       ----------------------------(SEAL)
                                       Name:
                                       Title:


WITNESS OR ATTEST:                  VENTURE PACKAGING MIDWEST, INC.


----------------------------        By:
                                       ----------------------------(SEAL)
                                       Name:
                                       Title:


WITNESS OR ATTEST:                  KNIGHT PLASTICS, INC.


----------------------------        By:
                                       ----------------------------(SEAL)
                                       Name:
                                       Title:



                                       3
<PAGE>


WITNESS OR ATTEST:                  CPI HOLDING CORPORATION


----------------------------        By:
                                       ----------------------------(SEAL)
                                       Name:
                                       Title:


WITNESS OR ATTEST:                  CARDINAL PACKAGING, INC.


----------------------------        By:
                                       ----------------------------(SEAL)
                                       Name:
                                       Title:


WITNESS OR ATTEST:                  POLY-SEAL CORPORATION


----------------------------        By:
                                       ----------------------------(SEAL)
                                       Name:
                                       Title:























                                       4