<PAGE>

                  FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
                        FINANCING AND SECURITY AGREEMENT


         THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED FINANCING AND
SECURITY AGREEMENT (this "Amendment") is made effective as of the ___ day of
July, 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, formerly known as NationsBank, N.A. ("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, 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 or intends to acquire a "shelf company" to be renamed
Capsol-Berry Plastics, S.r.l., a limited liability company organized and
existing under the laws of the Republic of Italy (the "Italian Holding
Company"); the Italian Holding Company is or will be a Wholly Owned Subsidiary
of the Borrower. The Italian Holding Company has acquired or intends to
acquire all of the shares (the "Italian Target Stock") issued by (i) Capsol
S.p.A. Stampaggio Resine Termoplastiche, a joint stock corporation organized
under the laws of the Republic of Italy ("Capsol Italy") and (ii) Ociesse
S.r.l. - Officina Costruzione Stampi - Lavorazioni Meccaniche di Precisione,
a limited liability company organized under the laws of the Republic of Italy
("Ociesse") (Capsol Italy and Ociesse are herein collectively and
individually referred to as the "Italian Target") in accordance with the
provisions of that certain purchase or acquisition

<PAGE>


agreement by and among the existing shareholders of the Italian Target, the
Italian Holding Company and the Borrower (as amended, restated, supplemented
or otherwise modified, the "Italian Target Purchase Agreement"). The Borrower
has advised the Agent and the Lenders that the Borrower does not expect to
close and consummate the purchase of the Italian Target Stock on or before
the date of this Amendment, but intends to proceed to close and consummate
such purchase as soon as commercially practicable.

         C.   The Borrower has applied to GE Capital for a term loan in a
principal amount up to, but not exceeding, Twenty-five Million Dollars
($25,000,000 (the "GE Term Loan"). GE Capital has agreed to make the GE Term
Loan to the Borrower in accordance with and subject to the terms and conditions
of that certain Loan and Security Agreement dated the date hereof by and among
the Borrower, GE Capital, in its capacity as a lender, and GE Capital, in its
capacity as an agent (as amended, restated, supplemented or otherwise modified,
the "GE Financing Agreement"). The Borrower has advised the Agent and the
Lenders that the proceeds of the GE Term Loan are to be used to repay a portion
of the outstanding Obligations under the Revolving Loan.

         D.   The Borrower, Berry UK and NIM Holdings have requested that the
Agent and the Lenders agree (i) to the GE Term Loan and the execution and
delivery of the GE Financing Agreement, (ii) to consent to the acquisition of
the Italian Holding Company and the acquisition of the Italian Target Stock by
the Italian Holding Company in accordance with the terms and conditions of the
Italian Target Purchase Agreement, and (iii) otherwise to 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:


              "BOFA PERMITTED CEILING" SHALL MEAN ONE HUNDRED EIGHTY MILLION


                                     -2-
<PAGE>


         DOLLARS ($180,000,000), CALCULATED IN DOLLARS IN ACCORDANCE WITH THE
         PROVISIONS OF THIS AGREEMENT, AS REDUCED FROM TIME TO TIME BY (i) ANY
         PERMANENT REDUCTION IN THE TOTAL REVOLVING CREDIT COMMITTED AMOUNT
         AND/OR THE UK REVOLVING CREDIT COMMITTED AMOUNT AND (ii) ANY REDUCTION
         IN THE OUTSTANDING PRINCIPAL BALANCE OF THE TERM LOANS. THE AGENT AND
         THE LENDERS ACKNOWLEDGE AND AGREE THAT AS OF THE DATE OF THIS
         AGREEMENT, AS AMENDED, THE PRINCIPAL AMOUNT OF THE BOFA OBLIGATIONS IS
         LESS THAN ONE HUNDRED EIGHTY MILLION DOLLARS ($180,000,000); THE AGENT
         AND THE LENDERS UNDERSTAND AND AGREE, HOWEVER, THAT (a) THE TOTAL
         REVOLVING CREDIT COMMITTED AMOUNT AND/OR THE UK REVOLVING CREDIT
         COMMITTED AMOUNT MAY BE INCREASED AT ANY TIME AND FROM TIME TO TIME IN
         ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND/OR (b) THE AGENT AND/OR
         ANY OR ALL OF THE LENDERS MAY AGREE TO PROVIDE ADDITIONAL CREDIT
         FACILITIES TO OR FOR THE BENEFIT OF THE ITALIAN HOLDING COMPANY AND/OR
         THE ITALIAN TARGET, ALL WITHOUT THE CONSENT OF THE GE AGENT OR THE GE
         LENDERS, PROVIDED THAT ANY SUCH INCREASES AND/OR ADDITIONAL FACILITIES
         DO NOT CAUSE THE PRINCIPAL AMOUNT OF THE OBLIGATIONS TO EXCEED THE BOFA
         PERMITTED CEILING.

              "BOFA TERMINATION DATE" HAS THE MEANING GIVEN SUCH TERM IN THE
         INTERCREDITOR AGREEMENT.

              "CAPSOL ITALY" MEANS CAPSOL S.P.A. STAMPAGGIO RESINE
         TERMOPLASTICHE, A JOINT STOCK CORPORATION ORGANIZED AND EXISTING UNDER
         THE LAWS OF THE REPUBLIC OF ITALY, AND ITS SUCCESSORS AND ASSIGNS.

              "COLLATERAL AGENT" INITIALLY MEANS THE AGENT, IN ITS CAPACITY
         AS COLLATERAL AGENT FOR THE AGENT, THE LENDERS, THE GE AGENT AND THE GE
         LENDERS WITH RESPECT TO ANY AND ALL COLLATERAL AND SECURITY FOR THE
         OBLIGATIONS AND THE GE OBLIGATIONS. EFFECTIVE IMMEDIATELY ON THE BOFA
         TERMINATION DATE AND UPON THE REQUEST OF THE GE AGENT, THE GE AGENT
         SHALL SUCCEED THE AGENT AS THE COLLATERAL AGENT UNDER ANY AND ALL
         SECURITY DOCUMENTS WITHOUT FURTHER NOTICE TO, OR CONSENT OR AGREEMENT
         OF, THE BORROWER OR ANY OTHER PERSON. NOTWITHSTANDING THE FOREGOING, IF
         AT ANY TIME ANY PAYMENT, OR PORTION THEREOF, MADE BY, OR FOR THE
         ACCOUNT OF, THE BORROWER OR ANY OTHER PERSON ON ACCOUNT OF ANY OF THE
         OBLIGATIONS IS SET ASIDE BY ANY COURT OR TRUSTEE HAVING JURISDICTION AS
         A VOIDABLE PREFERENCE OR FRAUDULENT CONVEYANCE OR MUST OTHERWISE BE
         RESTORED OR RETURNED BY THE AGENT AND/OR ANY OF THE LENDERS TO THE
         BORROWER OR TO ANY OTHER PERSON UNDER ANY INSOLVENCY, BANKRUPTCY OR
         OTHER FEDERAL AND/OR STATE LAWS OR AS A RESULT OF ANY DISSOLUTION,
         LIQUIDATION OR REORGANIZATION OF THE BORROWER OR SUCH OTHER PERSON OR
         UPON, OR AS A RESULT OF, THE APPOINTMENT OF ANY RECEIVER, INTERVENOR OR
         CONSERVATOR OF, OR TRUSTEE, OR SIMILAR OFFICER FOR, THE BORROWER OR
         SUCH PERSON OR ANY SUBSTANTIAL PART OF ITS OR THEIR PROPERTIES OR
         ASSETS, THE PARTIES HERETO AGREE THAT THE AGENT SHALL BE REINSTATED AND
         SHALL CONTINUE AS THE COLLATERAL AGENT UNDER THE SECURITY DOCUMENTS ALL
         AS THOUGH SUCH PAYMENT(S) HAD NOT BEEN MADE.


                                     -3-
<PAGE>


              "GE AGENT" MEANS THE PERSON DEFINED AS THE "AGENT" UNDER THE
         PROVISIONS OF THE GE FINANCING AGREEMENT AND SHALL ALSO INCLUDE ANY
         SUCCESSOR AGENT APPOINTED PURSUANT TO THE PROVISIONS OF THE GE
         FINANCING AGREEMENT.

              "GE FINANCING AGREEMENT" MEANS THAT CERTAIN LOAN AND SECURITY
         AGREEMENT DATED AS OF JULY __, 2000, BY AND AMONG THE BORROWER; GE
         CAPITAL, IN ITS CAPACITY AS A GE LENDER, AND EACH OTHER FINANCIAL
         INSTITUTION WHICH IS A GE LENDER UNDER THE GE FINANCING AGREEMENT; AND
         THE GE AGENT, AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED
         AT ANY TIME AND FROM TIME TO TIME.

              "GE FINANCING DOCUMENTS" MEANS THE "FINANCING DOCUMENTS" AS THAT
         TERM IS DEFINED IN THE GE FINANCING AGREEMENT.

              "GE LENDER" MEANS EACH "LENDER" UNDER THE TERMS OF THE GE
         FINANCING AGREEMENT; AND "GE LENDERS" MEANS ALL "LENDERS" UNDER THE
         TERMS OF THE GE FINANCING AGREEMENT.

              "GE OBLIGATIONS" MEANS THE "OBLIGATIONS" AS THAT TERM IS DEFINED
         IN THE GE FINANCING AGREEMENT.

              "GE TERM LOAN" MEANS THE TERM LOAN MADE BY THE GE LENDERS TO
         THE BORROWER IN A PRINCIPAL AMOUNT UP TO, BUT NOT EXCEEDING,
         TWENTY-FIVE MILLION DOLLARS ($25,000,000) PURSUANT TO THE TERMS AND
         CONDITIONS OF THE GE FINANCING AGREEMENT.

              "INTERCREDITOR AGREEMENT" MEANS THAT CERTAIN INTERCREDITOR
         AGREEMENT DATED AS OF JULY __, 2000 BY AND AMONG THE BORROWER, THE
         SUBSIDIARY GUARANTORS, THE AGENT, THE GE AGENT, THE GE LENDERS AND THE
         LENDERS, AS THE SAME MAY FROM TIME TO TIME BE AMENDED, RESTATED,
         SUPPLEMENTED OR OTHERWISE MODIFIED.

              "ITALIAN HOLDING COMPANY" MEANS CAPSOL-BERRY PLASTICS, S.R.L.,
         A LIMITED LIABILITY COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF
         THE REPUBLIC OF ITALY, AND ITS SUCCESSORS AND ASSIGNS.

              "ITALIAN TARGET" MEANS EACH OF CAPSOL ITALY AND OCIESSE,
         INDIVIDUALLY AND COLLECTIVELY, AND EACH OF THEIR RESPECTIVE SUCCESSORS
         AND ASSIGNS.

              "ITALIAN TARGET STOCK" MEANS ALL CAPITAL STOCK ISSUED BY EACH
         ITALIAN TARGET ACQUIRED OR TO BE ACQUIRED BY THE ITALIAN HOLDING
         COMPANY, IN ACCORDANCE WITH THE ITALIAN TARGET STOCK PURCHASE
         AGREEMENT, TOGETHER WITH ANY AND ALL PROCEEDS AND PRODUCTS THEREOF.

              "ITALIAN TARGET STOCK PURCHASE AGREEMENT" MEANS THAT CERTAIN
         SHARE AND QUOTA PURCHASE AGREEMENT TO BE ENTERED INTO BY AND AMONG THE
         BORROWER, THE ITALIAN HOLDING COMPANY AND THE SHAREHOLDERS OF THE
         ITALIAN


                                     -4-
<PAGE>


         TARGET, AS THE SAME MAY FROM TIME TO TIME BE AMENDED, RESTATED,
         SUPPLEMENTED OR OTHERWISE MODIFIED, TOGETHER WITH ANY AND ALL EXHIBITS
         AND SCHEDULES THERETO, AMENDMENTS, MODIFICATIONS AND SUPPLEMENTS
         THERETO, RESTATEMENTS THEREOF AND SUBSTITUTES THEREFOR.

              "ITALIAN TARGET STOCK PURCHASE DOCUMENTS" MEANS COLLECTIVELY
         THE ITALIAN TARGET STOCK PURCHASE AGREEMENT AND ANY AND ALL OTHER
         AGREEMENTS, DOCUMENTS OR INSTRUMENTS, PREVIOUSLY, NOW OR HEREAFTER
         EXECUTED AND DELIVERED BY THE BORROWER, THE ITALIAN HOLDING COMPANY, OR
         ANY OTHER PERSON IN CONNECTION WITH THE ITALIAN TARGET STOCK PURCHASE
         TRANSACTION, AS THE SAME MAY FROM TIME TO TIME BE AMENDED, RESTATED,
         SUPPLEMENTED AND MODIFIED.

              "ITALIAN TARGET STOCK PURCHASE TRANSACTION" MEANS THE ACQUISITION
         OF ALL OF THE ISSUED AND OUTSTANDING ITALIAN TARGET STOCK BY THE
         ITALIAN HOLDING COMPANY PURSUANT TO AND AS CONTEMPLATED BY THE ITALIAN
         TARGET STOCK PURCHASE AGREEMENT.

              "NORWICH" MEANS NORWICH ACQUISITION LIMITED, A COMPANY ORGANIZED
         AND EXISTING UNDER THE LAWS OF ENGLAND AND WALES, AND ITS SUCCESSORS
         AND ASSIGNS.

              "OCIESSE" MEANS OCIESSE S.R.L. - OFFICINA COSTRUZIONE STAMPI
         LAVORAZIONI MECCANICHE DI PRECISIONE, A LIMITED LIABILITY COMPANY
         ORGANIZED AND EXISTING UNDER THE LAWS OF THE REPUBLIC OF ITALY, AND ITS
         SUCCESSORS AND ASSIGNS.

              (b)  The definition of "Cash Equivalents" on page 7 of the Credit
Agreement is hereby amended to include the following:

         CASH EQUIVALENTS SHALL ALSO MEAN (a) SECURITIES WITH UNEXPIRED
         MATURITIES OF ONE YEAR OF LESS ISSUED OR FULLY GUARANTEED OR INSURED BY
         THE ITALIAN NATIONAL GOVERNMENT OR ANY AGENCY THEREOF AND (b)
         CERTIFICATES OF DEPOSIT WITH UNEXPIRED MATURITIES OF ONE (1) YEAR OR
         LESS OR MONEY MARKET INSTRUMENTS ISSUED BY THE LARGEST FINANCIAL
         INSTITUTION BASED IN THE REPUBLIC OF ITALY.

              (c) The definition of "Debt Service" on page 9 of the Credit
Agreement is hereby deleted in its entirety and the following is substituted in
its place:


              "DEBT SERVICE" MEANS FOR ANY PERIOD OF DETERMINATION THEREOF
         AN AMOUNT EQUAL TO THE TOTAL OF THE AGGREGATE AMOUNT OF ALL PAYMENTS OF
         PRINCIPAL AND INTEREST WITH RESPECT TO INDEBTEDNESS FOR BORROWED MONEY
         OF THE BORROWER, THE SUBSIDIARY GUARANTORS, BERRY UK, NIM HOLDINGS,
         AND, UPON CLOSING AND CONSUMMATION OF THE ITALIAN TARGET STOCK PURCHASE
         TRANSACTION, THE ITALIAN HOLDING COMPANY, CAPSOL ITALY AND OCIESSE, AS
         APPROPRIATE, SCHEDULED TO BE DUE AND PAYABLE DURING SUCH PERIOD,
         EXCLUDING ANY TERM LOAN B MANDATORY PREPAYMENTS WITH RESPECT TO EXCESS
         CASH FLOW, ANY UK TERM LOAN MANDATORY PREPAYMENT WITH RESPECT TO UK
         EXCESS


                                     -5-
<PAGE>


         CASH FLOW, AND ANY "TERM LOAN MANDATORY PREPAYMENT" (AS DEFINED
         IN THE GE FINANCING AGREEMENT) WITH RESPECT TO EXCESS CASH FLOW.


              (d) The definition of "Debt Service Coverage Ratio" on page 9
of the Credit Agreement is hereby deleted in its entirety and the following is
substituted in its place:

              "DEBT SERVICE COVERAGE RATIO" MEANS AS TO THE BORROWER, EACH
         OF THE SUBSIDIARY GUARANTORS, BERRY UK, NIM HOLDINGS, AND, UPON CLOSING
         AND CONSUMMATION OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION, THE
         ITALIAN HOLDING COMPANY, CAPSOL ITALY AND OCIESSE, ON A CONSOLIDATED
         BASIS, FOR ANY PERIOD OF DETERMINATION THEREOF THE RATIO OF (a) EBITDA
         TO (b) DEBT SERVICE.

              (e)  The definition of "EBITDA" on pages 12 and 13 of the Credit
Agreement is hereby deleted in its entirety and the following is substituted
in its place:

              "EBITDA" MEANS AS TO THE BORROWER, BERRY UK, NIM HOLDINGS, THE
         SUBSIDIARY GUARANTORS, AND, UPON CLOSING AND CONSUMMATION OF THE
         ITALIAN TARGET STOCK PURCHASE TRANSACTION, THE ITALIAN HOLDING COMPANY,
         CAPSOL ITALY AND OCIESSE, ON A CONSOLIDATED BASIS, AS OF ANY DATE OR
         FOR ANY PERIOD OF DETERMINATION, THE SUM OF (a) THE NET PROFIT (OR
         LOSS) DETERMINED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED, PLUS (b)
         INTEREST EXPENSE AND INCOME TAXES OR ALTERNATIVE MINIMUM TAXES FOR SUCH
         PERIOD TO THE EXTENT DEDUCTED IN THE CALCULATION OF NET INCOME (OR
         LOSS), PLUS (c) DEPRECIATION AND AMORTIZATION OF ASSETS FOR SUCH
         PERIOD, PLUS (d) UNUSUAL EXPENSES ASSOCIATED WITH THE WRITE-OFF OF THE
         CAPITALIZED PORTION OF FINANCING COSTS, MINUS (e) NON-CASH GAINS FROM
         ASSET SALES OTHER THAN SALES OF INVENTORY IN THE ORDINARY COURSE OF
         BUSINESS, PLUS (f) NON-CASH LOSSES FROM ASSET SALES OTHER THAN SALES OF
         INVENTORY IN THE ORDINARY COURSE OF BUSINESS, PLUS, (g) NON-CASH
         EXTRAORDINARY LOSSES, MINUS (h) EXTRAORDINARY GAINS, MINUS (i) INTEREST
         INCOME, MINUS (j) ANY GAIN RELATING TO THE ACCUMULATED EFFECT OF ANY
         CHANGE IN ACCOUNTING METHOD, PLUS (k) ANY LOSS RELATING TO THE
         ACCUMULATED EFFECT OF ANY CHANGE IN ACCOUNTING METHOD, EACH ITEM IN
         CLAUSES (a) THROUGH (k) CALCULATED PURSUANT TO GAAP FOR SUCH PERIOD,
         PLUS, (l) ANY NON-CASH COMPENSATION EXPENSES, MINUS, (m) ANY NON-CASH
         COMPENSATION GAINS., PLUS (n) UNUSUAL OR NONRECURRING NON-CASH LOSSES
         OR EXPENSES, PLUS (o) NON-RECURRING ACQUISITION-RELATED CASH EXPENSES
         UP TO $5,000,000 FOR FISCAL YEAR 2000 ONLY. IN CONNECTION WITH THE
         CALCULATION OF ANY FINANCIAL COVENANT PROVIDED IN SECTION 6.1.13
         FOLLOWING THE CLOSING AND CONSUMMATION OF ANY PERMITTED ACQUISITION,
         EBITDA SHALL INCLUDE EACH SUBJECT TRANSACTION WHICH CONSTITUTES A
         PERMITTED ACQUISITION, WITH SUCH CALCULATION TO BE BASED ON A TWELVE
         (12) MONTH TRAILING PERIOD REFLECTING ACTUAL AND HISTORICAL PERFORMANCE
         OF THE SUBJECT TRANSACTION.

              (f)  The definitions of "Fixed Charges", "Fixed Charge Coverage
Ratio" and "Funded Debt" on pages 24 and 25 of the Credit Agreement are hereby
deleted in their entirety and the following are substituted in their place:


                                     -6-
<PAGE>


              "FIXED CHARGES" MEANS AS TO THE BORROWER, BERRY UK, NIM
         HOLDINGS, THE SUBSIDIARY GUARANTORS, AND, UPON CLOSING AND CONSUMMATION
         OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION, THE ITALIAN HOLDING
         COMPANY, CAPSOL ITALY AND OCIESSE, ON A CONSOLIDATED BASIS, FOR ANY
         PERIOD OF DETERMINATION, THE SCHEDULED PAYMENTS OF PRINCIPAL AND CASH
         INTEREST ON ACCOUNT OF ALL INDEBTEDNESS FOR BORROWED MONEY AND ON
         ACCOUNT OF ALL CAPITAL LEASES, PLUS CASH INCOME TAXES, PLUS CASH
         DIVIDENDS DECLARED OR PAID.

              "FIXED CHARGE COVERAGE RATIO" MEANS FOR ANY PERIOD OF
         DETERMINATION WITH RESPECT TO THE BORROWER, BERRY UK, NIM HOLDINGS, THE
         SUBSIDIARY GUARANTORS, AND, UPON CLOSING AND CONSUMMATION OF THE
         ITALIAN TARGET STOCK PURCHASE TRANSACTION, THE ITALIAN HOLDING COMPANY,
         CAPSOL ITALY AND OCIESSE, ON A CONSOLIDATED BASIS, THE RATIO OF (a)
         EBITDA, LESS THE AGGREGATE AMOUNT OF ALL NON-FINANCED CAPITAL
         EXPENDITURES FOR SUCH PERIOD, PLUS ALL CASH PROCEEDS FROM PERMITTED
         ASSET DISPOSITIONS TO THE EXTENT REINVESTED INTO FIXED OR CAPITAL
         ASSETS IF AND TO THE EXTENT PERMITTED BY THE PROVISIONS OF THIS
         AGREEMENT, TO (b) FIXED CHARGES.

              "FUNDED DEBT" MEANS AS TO THE BORROWER, BERRY UK, NIM HOLDINGS,
         EACH OF THE SUBSIDIARY GUARANTORS, AND, UPON CLOSING AND CONSUMMATION
         OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION, THE ITALIAN
         HOLDING COMPANY, CAPSOL ITALY AND OCIESSE, ON A CONSOLIDATED BASIS,
         AS OF ANY DATE OF DETERMINATION, (a) THE AGGREGATE OF ALL
         INDEBTEDNESS FOR BORROWED MONEY OF THE BORROWER, BERRY UK, NIM
         HOLDINGS, EACH OF THE SUBSIDIARY GUARANTORS, AND, UPON CLOSING AND
         CONSUMMATION OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION, THE
         ITALIAN HOLDING COMPANY, CAPSOL ITALY AND OCIESSE, WHETHER SECURED
         OR UNSECURED (BUT EXCLUDING, WITHOUT DUPLICATION, LOANS BY THE
         BORROWER TO ONE OR MORE OF THE SUBSIDIARY GUARANTORS, BERRY UK, NIM
         HOLDINGS, THE ITALIAN HOLDING COMPANY, CAPSOL ITALY AND/OR OCIESSE),
         HAVING A FINAL MATURITY (OR WHICH BY THE TERMS THEREOF IS RENEWABLE
         OR EXTENDIBLE AT THE OPTION OF THE OBLIGOR FOR A PERIOD ENDING) MORE
         THAN A YEAR AFTER THAT DATE, INCLUDING CURRENT MATURITIES OF
         LONG-TERM INDEBTEDNESS FOR BORROWED MONEY (AS DETERMINED IN ACCORDANCE
         WITH GAAP), LESS (b) THE AGGREGATE AMOUNT OF ALL CASH BALANCES AND
         CASH EQUIVALENTS OF THE BORROWER, BERRY UK, NIM HOLDINGS, ANY OF THE
         SUBSIDIARY GUARANTORS, AND/OR, UPON CLOSING AND CONSUMMATION OF THE
         ITALIAN TARGET STOCK PURCHASE TRANSACTION, THE ITALIAN HOLDING COMPANY,
         CAPSOL ITALY AND/OR OCIESSE.

              (g) The definition of "Financing Documents" on page 24 of the
Financing Agreement and all defined terms included within the definition of
Financing Documents are hereby amended to include any and all amendments to each
and every Financing Document executed and delivered in connection with the
closing and consummation of the GE Obligations and the grant of a subordinate
Lien on, and security interest in, all assets and properties now or hereafter
securing the Obligations, as security and collateral for the GE Obligations,
subject to the terms of the Intercreditor Agreement.


                                     -7-
<PAGE>


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

              "GAAP" MEANS GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE
         UNITED STATES OF AMERICA IN EFFECT FROM TIME TO TIME, EXCEPT THAT WITH
         RESPECT TO ANY SUBSIDIARY GUARANTOR WHICH IS NOT A DOMESTIC SUBSIDIARY,
         GAAP MEANS GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE JURISDICTION
         OF SUCH SUBSIDIARY'S FORMATION IN EFFECT FROM TIME TO TIME.
         NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO (i) ANY FINANCIAL
         STATEMENTS WHICH CONSOLIDATE ANY FOREIGN SUBSIDIARY GUARANTOR WITH THE
         BORROWER OR ANY OTHER SUBSIDIARY GUARANTOR OR (ii) ANY FINANCIAL
         COVENANT RELATING TO ANY FOREIGN SUBSIDIARY, THE BORROWER AND/OR ANY
         SUBSIDIARY GUARANTOR ON A CONSOLIDATED BASIS, GAAP SHALL MEAN GENERALLY
         ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES OF AMERICA IN
         EFFECT FROM TIME TO TIME.

              (i)  The definition of "Interest Coverage Ratio" on page 27 of
the Credit Agreement is hereby deleted in its entirety and the following is
substituted in its place:

              "INTEREST COVERAGE RATIO" MEANS AS TO THE BORROWER, BERRY UK,
         NIM HOLDINGS, EACH OF THE SUBSIDIARY GUARANTORS, AND, UPON CLOSING AND
         CONSUMMATION OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION, ON A
         CONSOLIDATED BASIS, FOR ANY PERIOD OF DETERMINATION THEREOF THE RATIO
         OF (a) EBITDA TO (b) CASH INTEREST EXPENSE, ALL DETERMINED ON A
         CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED.

              (j)  Item (i) of the definition of "Permitted Acquisition" on
pages 32 and page 33 of the Credit Agreement is hereby deleted in its entirety
and the following is substituted in its place:

              (i)  THE AGGREGATE PURCHASE PRICE OF, INVESTMENT IN,
         ACQUISITION EXPENDITURES RELATING TO (EXCLUDING CUSTOMARY AND
         REASONABLE TRANSACTION COSTS) AND ASSUMED LIABILITIES IN CONNECTION
         WITH ANY SUCH SUBJECT TRANSACTION SHALL NOT EXCEED AT ANY TIME OR IN
         ANY CIRCUMSTANCE THE LESSER OF:

                   (1) THE PRODUCT OF (A) THE ACTUAL EBITDA FOR (x) THE
              PERSON WHICH IS THE TARGET OF SUCH SUBJECT TRANSACTION OR (y)
              THE SELLER OR THE DIVISION OF THE SELLER OF THE ASSETS WHICH
              IS THE TARGET OF SUCH SUBJECT TRANSACTION, AS APPLICABLE, FOR
              THE THEN PRECEDING TWELVE (12) MONTH PERIOD AFTER GIVING
              EFFECT TO SUCH SUBJECT TRANSACTION (SUBJECT TO SUCH PRO-FORMA
              ADJUSTMENTS AS SHALL BE REASONABLY ACCEPTABLE TO THE AGENT IN
              ITS SOLE AND ABSOLUTE DISCRETION), AND (B) 5, EXCEPT THAT FOR
              THE ITALIAN TARGET, THE REQUIRED MULTIPLE SHALL BE 6.0, OR

                   (2) TWENTY MILLION DOLLARS ($20,000,000) (EXCLUDING THE
              POLY-SEAL STOCK PURCHASE TRANSACTION),


                                     -8-
<PAGE>


              (k)  Item (vi) of the definition of "Permitted Acquisition" on
page 33 of the Credit Agreement is hereby deleted in its entirety and the
following is substituted in its place:

                   (vi)  IF AND TO THE EXTENT THE SUBJECT TRANSACTION
              CONSISTS OF THE PURCHASE OR ACQUISITION OF A PERSON WHICH IS TO
              BE A SUBSIDIARY OF THE BORROWER OR ANOTHER SUBSIDIARY OF THE
              BORROWER OR MERGED INTO A SUBSIDIARY OF THE BORROWER CREATED FOR
              THE EXPRESS PURPOSE OF CONSUMMATING THE PROPOSED ACQUISITION:

                         (1) THE BORROWER SHALL EXECUTE OR CAUSE ITS SUBSIDIARY
              TO EXECUTE ALL DOCUMENTS AND TAKE SUCH OTHER ACTIONS AS THE AGENT
              (AT ANY TIME ON OR BEFORE THE BOFA TERMINATION DATE AND,
              THEREAFTER, THE AGENT) MAY REASONABLY REQUIRE TO GRANT TO THE
              COLLATERAL AGENT A FIRST PRIORITY LIEN ON ONE HUNDRED PERCENT
              (100%) OF THE STOCK OF SUCH SUBSIDIARY FOR THE BENEFIT OF THE
              AGENT AND THE LENDERS AND TO GRANT TO THE COLLATERAL AGENT FOR THE
              BENEFIT OF THE GE AGENT AND THE GE LENDERS A SECOND PRIORITY LIEN
              ON ONE HUNDRED PERCENT (100%) OF THE STOCK OF SUCH SUBSIDIARY,
              EXCEPT THAT NO PLEDGE SHALL BE REQUIRED WITH RESPECT TO THE STOCK
              OF BERRY UK OR NORWICH AND NO PLEDGE SHALL BE REQUIRED WITH
              RESPECT TO THE STOCK OF ANY OTHER FOREIGN SUBSIDIARY IF SUCH
              PLEDGE WOULD RESULT IN A MATERIALLY ADVERSE TAX CONSEQUENCE FOR
              THE BORROWER UNDER THE INTERNAL REVENUE CODE OR WOULD VIOLATE
              APPLICABLE LAW, AND

                         (2) SUCH SUBSIDIARY (OTHER THAN BERRY UK, NORWICH OR
              NIM HOLDINGS) SHALL BE DESIGNATED AND QUALIFY IMMEDIATELY AFTER
              THE CLOSING OF THE SUBJECT TRANSACTION AS A SUBSIDIARY GUARANTOR
              IN ACCORDANCE WITH THE TERMS OF SECTION 6.2.2 (SUBSIDIARIES),
              EXCEPT THAT A FOREIGN SUBSIDIARY SHALL NOT BE DESIGNATED OR
              REQUIRED TO QUALIFY AS A SUBSIDIARY GUARANTOR IF SUCH DESIGNATION
              WOULD RESULT IN A MATERIALLY ADVERSE TAX CONSEQUENCE FOR THE
              BORROWER UNDER THE INTERNAL REVENUE CODE OR VIOLATE APPLICABLE
              LAW,

              (l)    Item (xii) of the definition of "Permitted Acquisition" on
page 35 of the Credit Agreement is hereby deleted in its entirety and the
following is substituted in its place:

              (xii)  THE AGGREGATE PURCHASE PRICE OF, INVESTMENT IN,
         ACQUISITION EXPENDITURES RELATING TO (EXCLUDING CUSTOMARY AND
         REASONABLE TRANSACTION COSTS) AND ASSUMED LIABILITIES IN CONNECTION
         WITH ALL SUBJECT TRANSACTIONS (EXCLUDING THE POLY-SEAL PURCHASE
         TRANSACTION) IN ANY FISCAL YEAR SHALL NOT EXCEED TWENTY MILLION
         DOLLARS ($20,000,000).

              (m)    The definition of "Permitted Acquisition" is hereby
amended to add the following subpart (xiii):


              (xiii) UNTIL SUCH TIME AS THE GE OBLIGATIONS HAVE BEEN PAID IN
         FULL, THE GE AGENT HAS CONSENTED TO THE SUBJECT TRANSACTION IN
         ACCORDANCE WITH


                                     -9-

<PAGE>


         THE TERMS OF THE GE FINANCING AGREEMENT.

              (n)  The definition of "Permitted Uses" is hereby amended to
provide that proceeds of the Revolving Loan cannot be used to prepay the GE Term
Loan.

              (o)  The definition of "Requisite Lenders" on page 40 of the
Credit Agreement is hereby deleted in its entirety and the following is
substituted in its place:

              "REQUISITE LENDERS" MEANS AT ANY TIME OF DETERMINATION ONE OR
         MORE OF THE LENDERS HOLDING AT LEAST FIFTY-ONE PERCENT (51%) OF THE
         COMMITMENTS; EXCEPT THAT UNTIL SUCH TIME AS THE GE TERM LOAN HAS BEEN
         PAID IN FULL, "REQUISITE LENDERS" MEANS AT ANY TIME OF DETERMINATION
         ONE OR MORE OF THE LENDERS AND/OR THE GE LENDERS HOLDING AT LEAST
         FIFTY-ONE PERCENT (51%) OF THE SUM OF (i) THE COMMITMENTS AND (ii) THE
         GE TERM LOANS, IN THE AGGREGATE.

              (p)  The definition of "Stock Pledge Agreement" on page 43 of
the Credit Agreement and the definition of "UK Stock Pledge Agreement" on page
49 are hereby amended to require that all of the Obligations be secured by a
first priority pledge and assignment of one hundred percent (100%) of the
capital stock of NIM Holdings.

              (q)  The definition of "Stockholders Equity" on page 44 of the
Credit Agreement is hereby deleted in its entirety and the following is
substituted in its place:

              "STOCKHOLDER'S EQUITY" MEANS AS TO THE BORROWER, BERRY UK, NIM
         HOLDINGS, EACH OF THE SUBSIDIARY GUARANTORS, AND, UPON CLOSING AND
         CONSUMMATION OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION, THE
         ITALIAN HOLDING COMPANY, CAPSOL ITALY AND OCIESSE, ON A CONSOLIDATED
         BASIS, FOR ANY DATE OF DETERMINATION THEREOF, THE TOTAL OF CAPITAL
         STOCK (EXCEPT TREASURY STOCK AND NET OF ANY NOTE RECEIVABLE RECEIVED
         UPON THE ISSUANCE OF ANY SHARES OF CAPITAL STOCK) AND CONTRIBUTED
         CAPITAL, AS DETERMINED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED,
         AFTER ELIMINATING ALL INTERCOMPANY ITEMS.

              (r)  If and to the extent permitted by Italian law, "Subsidiary
Guarantor" shall include the Italian Holding Company, Ociesse and Capsol Italy.
For purposes of this Agreement, however, 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, except that if, with the consent of the
Agent, any or all of the Lenders now or at any time hereafter make any loans,
advances or other credit facilities available directly to Capsol Italy, Ociesse
and/or the Italian Holding Company under the terms of this Agreement, any and
all obligations, liabilities and indebtedness of Capsol Italy, Ociesse and/or
the Italian Holding Company under and in connection with such loans, advances
and/or other credit facilities may, at the Agent's reasonable request, be
secured by a Lien on and security interest in any and all such assets and
properties with a second priority Lien thereon to secure the GE Obligations.
Upon consummation of the Italian Target Stock Purchase Transaction, if and to
the extent permitted by Italian law, all of the Obligations shall be secured by
a first priority


                                    -10-
<PAGE>


assignment, pledge and grant and all of the GE Obligations shall be secured
by the grant to the Collateral Agent of a second 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/or the
Italian Holding Company. If the Italian Holding Company, Ociesse and/or
Capsol Italy are at any time deemed Subsidiary Guarantors, the Agent, the
Lenders and the Borrower agree that the Italian Holding Company, Ociesse
and/or Capsol Italy, as appropriate, shall also jointly and severally
guaranty payment and performance of the GE Obligations to the extent
permitted by Italian law.

              (s)  The definition of "Tangible Capital Funds" on page 45 of
the Credit Agreement is hereby deleted in its entirety and the following is
substituted in its place:

              "TANGIBLE CAPITAL FUNDS" MEANS AS TO THE BORROWER, BERRY UK,
         NIM HOLDINGS, EACH OF THE SUBSIDIARY GUARANTORS, AND, UPON CLOSING AND
         CONSUMMATION OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION, THE
         ITALIAN HOLDING COMPANY, CAPSOL ITALY AND OCIESSE, ON A CONSOLIDATED
         BASIS, FOR ANY DATE OF DETERMINATION THEREOF, THE TOTAL OF (a) ALL
         STOCKHOLDER'S EQUITY, LESS (b) ALL ASSETS WHICH WOULD BE CLASSIFIED AS
         INTANGIBLE ASSETS UNDER GAAP CONSISTENTLY APPLIED, PLUS (c)
         SUBORDINATED INDEBTEDNESS.

              (t)  The definition of "UK Collateral" on page 47 of the Credit
Agreement is hereby deleted in its entirety and the following is substituted in
its place:

              "UK COLLATERAL" MEANS THE COLLECTIVE REFERENCE TO ALL PROPERTY
         OF NIM HOLDINGS, BERRY UK AND NORWICH FROM TIME TO TIME TO SUBJECT TO
         THE LIENS OF THIS AGREEMENT, THE UK SECURITY DOCUMENTS AND THE OTHER
         FINANCING DOCUMENTS, TOGETHER WITH ANY AND ALL CASH AND NON-CASH
         PROCEEDS AND PRODUCTS THEREOF.

              (u)  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 AN ADDITIONAL
         FIXED RESERVE AGAINST AVAILABILITY UNDER THE REVOLVING LOAN IN AN
         AMOUNT EQUAL TO EIGHTEEN MILLION DOLLARS ($18,000,000) (THE "PERMITTED
         ACQUISITION REQUIRED AVAILABILITY"). THE AGENT AND THE LENDERS AGREE
         THAT UPON CLOSING AND CONSUMMATION OF THE ITALIAN TARGET STOCK PURCHASE
         TRANSACTION OR ANY OTHER PERMITTED ACQUISITION IN ACCORDANCE WITH THE
         TERMS OF THIS AGREEMENT, THE PERMITTED ACQUISITION REQUIRED
         AVAILABILITY SHALL BE ELIMINATED OR REDUCED, AS APPROPRIATE; PROVIDED
         AND TO THE EXTENT THAT THE ADDITIONAL AVAILABILITY UNDER THE REVOLVING
         LOAN RESULTING FROM THE ELIMINATION OR REDUCTION OF THE PERMITTED
         ACQUISITION REQUIRED AVAILABILITY IS USED BY THE BORROWER TO FINANCE,
         IN WHOLE OR IN PART, (a) THE ACQUISITION OF ONE HUNDRED PERCENT (100%)
         OF THE CAPITAL STOCK OF CAPSOL ITALY AND OCIESSE THROUGH THE ITALIAN
         TARGET STOCK PURCHASE TRANSACTION BY THE BORROWER, (b) THE PAYMENT OF
         ALL COSTS AND EXPENSES REASONABLY INCURRED IN CONNECTION WITH THE
         CLOSING AND CONSUMMATION OF THE ITALIAN STOCK PURCHASE TRANSACTION, (c)
         THE ACQUISITION OF ANY PERMITTED ACQUISITION AS AND TO THE EXTENT
         PERMITTED BY THE PROVISIONS OF THIS AGREEMENT, (d) THE PAYMENT OF ALL


                                    -11-
<PAGE>


         COSTS AND EXPENSES REASONABLY INCURRED IN CONNECTION WITH THE CLOSING
         AND CONSUMMATION OF A PERMITTED ACQUISITION, AND (e) CAPITAL
         INVESTMENTS IN AND ADVANCES TO THE SUBJECT TRANSACTION OF THE ITALIAN
         TARGET STOCK PURCHASE TRANSACTION OR ANY SUCH OTHER PERMITTED
         ACQUISITION, ALL TO THE EXTENT PERMITTED BY THE TERMS OF SECTION 6.2.5
         OF THIS AGREEMENT.

              (v)   Item (iv) of Section 2.2.3(a) on page 61 of the Credit
Agreement is hereby deleted in its entirety and the following is substituted in
its place:

              (iv)  THE SALE OF THE PROPERTY WHICH IS SUBJECT TO THE LIEN OF
         THE DEED OF TRUST - ARLINGTON HEIGHTS AND/OR THE SALE OF A PORTION OF
         THE PROPERTY WHICH IS SUBJECT TO THE LIEN OF THE DEED OF TRUST -
         EVANSVILLE; PROVIDED THAT SUCH SALE OR SALES CONSTITUTE A PERMITTED
         ASSET DISPOSITION.

              (w)   Item (vii) of Section 2.9.2(c) on page 86 of the Credit
Agreement is hereby deleted in its entirety and the following is substituted in
its place:

              (vii) THE BORROWER SHALL NOT BE ENTITLED TO SELECT THE LIBOR
         RATE AS THE APPLICABLE INTEREST RATE FOR ANY LOANS FOLLOWING AND DURING
         THE CONTINUANCE OF A DEFAULT OR AN EVENT OF DEFAULT

              (x)   The Borrower covenants and agrees that all of the
Obligations shall be secured by a first priority assignment, pledge and grant
and all of the GE Obligations shall be secured by a second 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 NIM Holdings.

              (y)   Section 4.1.12 on page 109 of the Credit Agreement is
hereby deleted in its entirety and the following is substituted in its place:

              4.1.12   PRO-FORMA FINANCIAL STATEMENTS.

              THE BORROWER HAS FURNISHED TO THE AGENT A PRO-FORMA CONSOLIDATED
         BALANCE SHEET OF THE BORROWER AND THE SUBSIDIARIES AS OF THE END OF
         THE MOST RECENT FISCAL MONTH GIVING EFFECT TO THE ITALIAN TARGET
         STOCK PURCHASE TRANSACTION AND THE TRANSACTIONS INCIDENT THERETO
         (THE "PRO-FORMA BALANCE SHEET") TOGETHER WITH PRO-FORMA FINANCIAL
         PROJECTIONS OF THE PARENT FOR THE FIVE-YEAR PERIOD SUBSEQUENT TO THE
         ITALIAN TARGET STOCK PURCHASE TRANSACTION (THE "PRO-FORMA FINANCIAL
         PROJECTIONS"). A COPY OF THE PRO-FORMA BALANCE SHEET AND THE PRO-FORMA
         FINANCIAL PROJECTIONS ARE ATTACHED HERETO AS EXHIBITS C-1 AND C-2,
         RESPECTIVELY. THE PRO-FORMA BALANCE SHEET IS CORRECT AND COMPLETE, HAS
         BEEN PREPARED IN ACCORDANCE WITH GAAP, AND FAIRLY PRESENTS IN ALL
         MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL CONDITION OF THE BORROWER
         AND THE SUBSIDIARIES AS OF THE END OF THE MOST RECENT FISCAL MONTH
         GIVING EFFECT TO THE ITALIAN TARGET STOCK PURCHASE TRANSACTION AND THE
         TRANSACTIONS INCIDENT THERETO. THE PRO-FORMA FINANCIAL PROJECTIONS
         REPRESENT THE BEST ESTIMATE OF THE FUTURE OPERATIONS OF THE PARENT
         (ASSUMING THE ITALIAN TARGET STOCK PURCHASE TRANSACTION IS CONSUMMATED)
         AND ARE BASED ON REASONABLE AND CONSERVATIVE ASSUMPTIONS, BUT DO NOT
         CONSTITUTE A GUARANTY OF ACTUAL PERFORMANCE.

              (z)   Section 4.1.30 on pages 113 and 114 of the Credit Agreement
is hereby amended to add the following provisions:


                                    -12-
<PAGE>


              THE BORROWER HEREBY REPRESENTS AND WARRANTS THAT NEITHER (i)
         THE GE TERM LOAN NOR (ii) ANY TERMS AND CONDITIONS OF THE GE FINANCING
         AGREEMENT AND/OR ANY OF THE GE FINANCING DOCUMENTS, IS IN VIOLATION OF,
         NOR CONSTITUTES A DEFAULT UNDER, THE PROVISIONS OF THE INDENTURE. THE
         GE TERM LOAN CONSTITUTES "SENIOR INDEBTEDNESS" UNDER THE PROVISIONS OF
         THE INDENTURE.

              (aa)    Section 4.1 of the Credit Agreement is hereby amended to
add the following Section 4.1.31:

              4.1.31  ITALIAN TARGET STOCK PURCHASE TRANSACTION

              AT THE TIME OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION
         IS CONSUMMATED, THE AGENT SHALL HAVE RECEIVED TRUE, CORRECT AND
         COMPLETE PHOTOCOPIES OF THE FULLY EXECUTED ITALIAN TARGET STOCK
         PURCHASE AGREEMENT AND EACH OF THE OTHER ITALIAN TARGET STOCK PURCHASE
         DOCUMENTS. AT SUCH TIME, NEITHER THE ITALIAN TARGET STOCK PURCHASE
         AGREEMENT NOR ANY OF THE OTHER ITALIAN TARGET STOCK PURCHASE DOCUMENTS
         WILL HAVE BEEN MODIFIED, CHANGED, SUPPLEMENTED, CANCELED, AMENDED OR
         OTHERWISE ALTERED, EXCEPT AS OTHERWISE DISCLOSED TO THE AGENT IN
         WRITING. AT SUCH TIME, THE ITALIAN TARGET STOCK PURCHASE TRANSACTION
         WILL HAVE BEEN EFFECTED, CLOSED AND CONSUMMATED PURSUANT TO, AND IN
         ACCORDANCE WITH, THE TERMS AND CONDITIONS OF THE ITALIAN TARGET STOCK
         PURCHASE AGREEMENT AND WITH ALL APPLICABLE LAWS. AS OF CLOSING AND
         CONSUMMATION OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION, EACH OF
         CAPSOL ITALY AND OCIESSE WILL BE A WHOLLY-OWNED SUBSIDIARY OF THE
         ITALIAN HOLDING COMPANY AND THE ITALIAN HOLDING COMPANY WILL BE A
         WHOLLY-OWNED SUBSIDIARY OF THE BORROWER.

              (bb)   Section 6.1.13(a) on page 128 of the Credit Agreement is
hereby deleted in its entirety and the following is substituted in its place:

              (a)    TANGIBLE CAPITAL FUNDS. THE BORROWER, BERRY UK, NIM
         HOLDINGS AND THE SUBSIDIARY GUARANTORS, ON A CONSOLIDATED BASIS, WILL
         ATTAIN A TANGIBLE CAPITAL FUNDS OF NOT LESS THAN THE FOLLOWING AMOUNTS
         AS OF THE FOLLOWING DATES:

                   DATE                                   AMOUNT
                   ----                                   ------

              JUNE 30, 2000                             $80,000,000
              SEPTEMBER 30, 2000                        $83,000,000
              DECEMBER 31, 2000                         $85,000,000
              MARCH 31, 2001                            $87,000,000
              JUNE 30, 2001                             $92,500,000
              SEPTEMBER 30, 2001                        $98,000,000
              DECEMBER 31, 2001 AND ALL                $100,000,000
              TIMES THEREAFTER

         THE AGENT AND THE LENDERS AGREE THAT IF THE ITALIAN TARGET STOCK
         PURCHASE TRANSACTION IS CLOSED AND CONSUMMATED IN ACCORDANCE WITH THE
         TERMS OF THE


                                    -13-
<PAGE>


         ITALIAN TARGET STOCK PURCHASE AGREEMENT, THE REQUIRED LEVEL OF
         TANGIBLE CAPITAL FUNDS FOR EACH MEASUREMENT PERIOD AFTER CLOSING AND
         CONSUMMATION OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION SET
         FORTH ABOVE SHALL BE DECREASED BY TEN MILLION DOLLARS ($10,000,000)
         EFFECTIVE AS OF THE FIRST MEASUREMENT PERIOD FOLLOWING THE CLOSING
         AND CONSUMMATION OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION.
         IN ADDITION, (i) IF THE AMOUNT OF ACTUAL GOODWILL ATTRIBUTED TO
         POLY-SEAL AT THE TIME OF CLOSING AND CONSUMMATION OF THE POLY-SEAL
         STOCK PURCHASE TRANSACTION EXCEEDS $27,000,000 (THE "EXCESS
         POLY-SEAL GOODWILL"), THE REQUIRED LEVELS OF TANGIBLE CAPITAL FUNDS
         SET FORTH ABOVE SHALL BE REDUCED BY THE AMOUNT OF SUCH EXCESS
         POLY-SEAL GOODWILL; ALTERNATIVELY, IF THE AMOUNT OF ACTUAL GOODWILL
         ATTRIBUTED TO POLY-SEAL AT THE TIME OF CLOSING AND CONSUMMATION OF
         THE POLY-SEAL STOCK PURCHASE TRANSACTION IS LESS THAN $27,000,000
         (THE "DEFICIENCY POLY-SEAL GOODWILL"), THE REQUIRED LEVELS OF
         TANGIBLE CAPITAL FUNDS AS SET FORTH ABOVE SHALL BE INCREASED BY THE
         AMOUNT OF SUCH DEFICIENCY POLY-SEAL GOODWILL AND (ii) IF THE AMOUNT
         OF ACTUAL GOODWILL ATTRIBUTED TO CAPSOL ITALY AND/OR OCIESSE AT THE
         TIME OF CLOSING AND CONSUMMATION OF THE ITALIAN TARGET STOCK
         PURCHASE TRANSACTION EXCEEDS $10,000,000 (THE "EXCESS ITALIAN
         GOODWILL"), THE REQUIRED LEVELS OF TANGIBLE CAPITAL FUNDS SET FORTH
         ABOVE SHALL BE REDUCED BY THE AMOUNT OF SUCH EXCESS ITALIAN
         GOODWILL; ALTERNATIVELY, IF THE AMOUNT OF ACTUAL GOODWILL ATTRIBUTED
         TO CAPSOL ITALY AND/OR OCIESSE AT THE TIME OF CLOSING AND
         CONSUMMATION OF THE ITALIAN STOCK PURCHASE TRANSACTION IS LESS THAN
         $10,000,000 (THE "DEFICIENCY ITALIAN GOODWILL"), THE REQUIRED LEVELS
         OF TANGIBLE CAPITAL FUNDS AS SET FORTH ABOVE SHALL BE INCREASED BY
         THE AMOUNT OF SUCH DEFICIENCY ITALIAN GOODWILL.

              (cc)  Section 6.1.13(b) on pages 128 and 129 of the Credit
Agreement is hereby deleted in its entirety and the following is substituted in
its place:

              (b)   FUNDED DEBT TO EBITDA. THE BORROWER, BERRY UK, NIM
         HOLDINGS AND THE SUBSIDIARY GUARANTORS, ON A CONSOLIDATED BASIS, WILL
         NOT PERMIT THE RATIO OF (x) FUNDED DEBT TO (y) EBITDA, FOR THE PRIOR
         TWELVE (12) MONTH PERIOD, TO BE GREATER THAN THE FOLLOWING AMOUNTS AS
         OF THE FOLLOWING DATES:

                   DATE                                   AMOUNT
                   ----                                   ------

              JUNE 30, 2000                            4.75 TO 1.00
              SEPTEMBER 30, 2000                       4.25 TO 1.00
              DECEMBER 31, 2000                        4.00 TO 1.00
              MARCH 31, 2001                           3.75 TO 1.00
              JUNE 30, 2001                            3.50 TO 1.00
              SEPTEMBER 30, 2001                       3.50 TO 1.00
              DECEMBER 31, 2001                        3.50 TO 1.00
              AND THEREAFTER

         THE AGENT AND THE LENDERS AGREE THAT IF THE ITALIAN TARGET STOCK
         PURCHASE TRANSACTION IS CLOSED AND CONSUMMATED IN ACCORDANCE WITH THE
         TERMS OF THE ITALIAN TARGET STOCK PURCHASE AGREEMENT, THE REQUIRED
         RATIO OF FUNDED DEBT TO


                                    -15-
<PAGE>


         EBITDA FOR THE MEASUREMENT PERIODS ENDING JUNE 30, 2000, SEPTEMBER
         30, 2000, AND DECEMBER 31, 2000 SHALL BE INCREASED BY .25, BUT ONLY
         IF AND TO THE EXTENT EACH SUCH MEASUREMENT PERIOD ENDS AFTER CLOSING
         AND CONSUMMATION OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION.

              (dd)  Section 6.1.13(c) on page 129 of the Credit Agreement is
hereby deleted in its entirety and the following is substituted in its place:

              (c)   INTEREST COVERAGE RATIO. THE BORROWER, BERRY UK, NIM
         HOLDINGS AND THE SUBSIDIARY GUARANTORS WILL MAINTAIN, ON A CONSOLIDATED
         BASIS AND TESTED AS OF THE LAST DAY OF EACH FISCAL QUARTER IN EACH
         FISCAL YEAR, ON A ROLLING FOUR (4) QUARTER BASIS, AN INTEREST COVERAGE
         RATIO OF NOT LESS THAN THE FOLLOWING AMOUNTS AS OF THE FOLLOWING DATES:

                  DATE                                    RATIO
                  ----                                    -----

              JUNE 30, 2000                            2.00 TO 1.00
              SEPTEMBER 30, 2000                       2.00 TO 1.00
              DECEMBER 31, 2000                        2.00 TO 1.00
              MARCH 31, 2001                           2.25 TO 1.00
              JUNE 30, 2001                            2.25 TO 1.00
              SEPTEMBER 30, 2001                       2.25 TO 1.00
              DECEMBER 31, 2001                        2.50 TO 1.00
              AND THEREAFTER

              (ee)  Section 6.1.13(d) on page 129 of the Credit Agreement is
hereby deleted in its entirety and the following is substituted in its place:

              (d)   FIXED CHARGE COVERAGE RATIO. THE BORROWER, BERRY UK, NIM
         HOLDINGS AND THE SUBSIDIARY GUARANTORS WILL MAINTAIN, ON A CONSOLIDATED
         BASIS AND TESTED AS OF THE LAST DAY OF EACH FISCAL YEAR, A FIXED CHARGE
         COVERAGE RATIO OF NOT LESS THAN 1.00 TO 1.00.

              (ff)  All references to "Subsidiary Guarantor" and/or
"Subsidiary Guarantors" in Sections 3.3, 3.4.1, 3.4.2, 3.5, 3.6, 6.1.14, 6.1.16,
6.1.19, 6.1.20 and 6.1.21 of the Credit Agreement are hereby amended to refer to
only those Subsidiary Guarantors which own Collateral.

              (gg)  Section 6.1.17 on pages 130 and 131 of the Credit
Agreement is hereby amended to add the words "THAT CONSTITUTES COLLATERAL" after
the word "Inventory" in the fourth line of such Section.

              (hh)  Section 6.2.1(c) on page 134 of the Credit  Agreement is
hereby amended to add the following item (iv):

              (iv)  AMONG AND BETWEEN THE ITALIAN HOLDING COMPANY, CAPSOL
         ITALY AND OCIESSE,

              (ii)  Section 6.2.2 on pages 134 and 135 of the Credit Agreement
is hereby amended to permit the acquisition of the Italian Holding Company,
Capsol Italy and Ociesse; provided that (i) if and to the extent permitted by
applicable Italian law, the Collateral Agent for


                                    -15-
<PAGE>


the benefit of the Agent and the Lenders is granted a first priority Lien on
and assignment and the Collateral Agent for the benefit of the GE Agent and
the GE Lenders is granted a second priority Lien on and assignment of one
hundred percent (100%) of the shares of the Italian Holding Company and each
of Capsol Italy and Ociesse and (ii) if and to the extent permitted by
applicable Italian laws, the Italian Holding Company and each of Capsol Italy
and Ociesse unconditionally and irrevocably and jointly and severally
guaranty payment and performance of all of the Obligations and the GE
Obligations.

              (jj)   Section 6.2.4(i) on page 136 of the Credit Agreement is
hereby deleted in its entirety and the following is substituted in its place:

              (i)    INDEBTEDNESS FOR BORROWED MONEY OF THE BORROWER TO ANY
         SUBSIDIARY GUARANTOR OR OF ANY SUBSIDIARY GUARANTOR TO THE BORROWER OR
         ANY OTHER SUBSIDIARY GUARANTOR AND INDEBTEDNESS FOR BORROWED MONEY OF
         BERRY UK, NIM HOLDINGS, NORWICH, THE ITALIAN HOLDING COMPANY, CAPSOL
         ITALY AND/OR OCIESSE TO THE BORROWER OR ANY OTHER DOMESTIC SUBSIDIARY
         GUARANTOR (THE "FOREIGN INTERCOMPANY INDEBTEDNESS"), PROVIDED THAT THE
         AGGREGATE AMOUNT OF SUCH FOREIGN INTERCOMPANY INDEBTEDNESS (EXCLUDING
         INTERCOMPANY ALLOCATIONS OF EXPENSES AND CHARGES), TOGETHER WITH ANY
         INVESTMENT BY THE BORROWER AND/OR ANY DOMESTIC SUBSIDIARY GUARANTOR IN
         BERRY UK, NIM HOLDINGS, NORWICH, THE ITALIAN HOLDING COMPANY, CAPSOL
         ITALY AND/OR OCIESSE PERMITTED BY THE TERMS OF THIS AGREEMENT, SHALL
         NOT EXCEED, IN THE AGGREGATE, FOUR MILLION DOLLARS ($4,000,000) AND
         PROVIDED FURTHER THAT ANY SUCH FOREIGN INTERCOMPANY INDEBTEDNESS SHALL
         BE PERMITTED WITH THE ITALIAN HOLDING COMPANY, CAPSOL ITALY AND OCIESSE
         ONLY IF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION IS CLOSED AND
         CONSUMMATED. NOTWITHSTANDING THE FOREGOING, UPON CLOSING AND
         CONSUMMATION OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION, THE
         $4,000,000 LIMITATION ON FOREIGN INTERCOMPANY INDEBTEDNESS SHALL BE
         INCREASED TO TWENTY-TWO MILLION DOLLARS ($22,000,000) IF AND TO THE
         EXTENT THE BORROWER MAKES LOANS AND ADVANCES TO THE ITALIAN HOLDING
         COMPANY TO FINANCE THE ITALIAN TARGET STOCK PURCHASE TRANSACTION;

              (kk)   Section 6.2.5 on page 138 of the Credit Agreement is
hereby deleted in its entirety and the following is substituted in its place:

              6.2.5  INVESTMENTS, LOANS AND OTHER TRANSACTIONS.

              EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE BORROWER,
         BERRY UK AND NIM HOLDINGS WILL NOT, AND WILL NOT PERMIT ANY OF ITS OR
         THEIR SUBSIDIARIES TO, (a) MAKE, ASSUME, ACQUIRE OR CONTINUE TO HOLD
         ANY INVESTMENT IN ANY REAL PROPERTY (UNLESS USED IN CONNECTION WITH
         THEIR BUSINESS) OR ANY PERSON, WHETHER BY STOCK PURCHASE, CAPITAL
         CONTRIBUTION, ACQUISITION OF INDEBTEDNESS OF SUCH PERSON OR OTHERWISE
         (INCLUDING, WITHOUT LIMITATION, INVESTMENTS IN ANY JOINT VENTURE OR
         PARTNERSHIP), EXCEPT FOR (i) PERMITTED ACQUISITIONS, (ii) REPLACEMENTS
         OF ASSETS WHICH ARE THE SUBJECT OF A PERMITTED ASSET DISPOSITION MADE
         PURSUANT TO CLAUSE (f) OF THE DEFINITION OF PERMITTED ASSET
         DISPOSITION, (iii) THOSE INVESTMENTS EXISTING AS OF THE CLOSING DATE
         AND REFLECTED ON THE FINANCIAL STATEMENTS FURNISHED PURSUANT TO SECTION
         4.1.11


                                    -16-
<PAGE>


         (FINANCIAL CONDITION), (iv) ANY INVESTMENTS IN CASH EQUIVALENTS,
         WHICH, IF REQUESTED BY THE COLLATERAL AGENT, ARE PLEDGED TO THE
         COLLATERAL AGENT, FOR THE BENEFIT OF THE AGENT AND THE LENDERS, AS
         COLLATERAL AND SECURITY FOR THE OBLIGATIONS, (v) THOSE INVESTMENTS MORE
         PARTICULARLY SET FORTH IN SCHEDULE 6.2.5 ATTACHED HERETO AND MADE A
         PART HEREOF (THE "PERMITTED INVESTMENTS"), (vi) THE ACQUISITION,
         CREATION OR OWNERSHIP OF ANY SUBSIDIARY GUARANTOR BY THE BORROWER, NIM
         HOLDINGS AND/OR BERRY UK, INCLUDING, THE EXISTING OR ADDITIONAL CAPITAL
         CONTRIBUTIONS (INCLUDING PURCHASES OF EQUITY SECURITIES) IN ANY SUCH
         SUBSIDIARY GUARANTOR, (vii) THE BORROWER'S ACQUISITION, CREATION AND
         OWNERSHIP OF NIM HOLDINGS AND THE ITALIAN HOLDING COMPANY AND ANY
         EXISTING OR ADDITIONAL CAPITAL CONTRIBUTIONS IN BERRY UK, NIM HOLDINGS,
         THE ITALIAN HOLDING COMPANY, CAPSOL AND OCIESSE; PROVIDED THAT THE
         AGGREGATE AMOUNT OF ANY SUCH EXISTING OR ADDITIONAL CAPITAL
         CONTRIBUTIONS, TOGETHER WITH ANY FOREIGN INTERCOMPANY INDEBTEDNESS
         (EXCLUDING INTERCOMPANY ALLOCATIONS OF EXPENSES AND CHARGES) PERMITTED
         BY THE TERMS OF THIS AGREEMENT, MAY NOT EXCEED AT ANY TIME IN THE
         AGGREGATE FOUR MILLION DOLLARS ($4,000,000) (WHICH AMOUNT, UPON CLOSING
         AND CONSUMMATION OF THE ITALIAN TARGET STOCK PURCHASE TRANSACTION SHALL
         BE INCREASED TO TWENTY-TWO MILLION DOLLARS ($22,000,000) IF AND TO THE
         EXTENT THE BORROWER MAKES LOANS AND ADVANCES TO THE ITALIAN HOLDING
         COMPANY TO FINANCE THE ITALIAN TARGET STOCK PURCHASE TRANSACTION,
         (viii) THE RECEIPT OF INDEBTEDNESS FOR BORROWED MONEY BY THE BORROWER,
         BERRY UK, NIM HOLDINGS OR ANY SUBSIDIARY GUARANTOR WHICH REPRESENTS
         PAYMENT TO THE BORROWER, BERRY UK, NIM HOLDINGS OR A SUBSIDIARY
         GUARANTOR, AS THE CASE MAY BE, OF A PORTION OF THE PURCHASE PRICE
         PAYABLE TO THE BORROWER, BERRY UK, NIM HOLDINGS OR SUCH SUBSIDIARY
         GUARANTOR IN CONNECTION WITH A PERMITTED ASSET DISPOSITION; PROVIDED
         THAT, UPON THE COLLATERAL AGENT'S DEMAND, THE BORROWER, BERRY UK, NIM
         HOLDINGS AND/OR THE SUBSIDIARY GUARANTOR, AS THE CASE MAY, SHALL TAKE
         ALL SUCH ACTIONS AS SHALL BE REASONABLY REQUESTED BY THE COLLATERAL
         AGENT TO GRANT TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE AGENT AND
         THE LENDERS, A PERFECTED LIEN ON ANY SUCH INDEBTEDNESS FOR BORROWED
         MONEY AND PROVIDED FURTHER THAT THE PRINCIPAL AMOUNT OF ALL SUCH
         INDEBTEDNESS FOR BORROWED MONEY SHALL NOT EXCEED AT ANY TIME IN THE
         AGGREGATE FIVE HUNDRED THOUSAND DOLLARS ($500,000), (ix) INVESTMENTS
         PERMITTED BY SECTION 6.2.1 (CAPITAL STRUCTURE), (x) INDEBTEDNESS FOR
         BORROWED MONEY PERMITTED BY SECTION 6.2.4(i), AND (xi) THE RECEIPT OF
         SECURITIES IN CONNECTION WITH THE SETTLEMENT OF CLAIMS AGAINST ANY
         CUSTOMER, SUPPLIER OR VENDOR OR AS A RESULT OF THE BANKRUPTCY OF ANY
         SUCH CUSTOMER, SUPPLIER OR VENDOR; PROVIDED THAT THE COLLATERAL AGENT
         SHALL BE GRANTED A PERFECTED FIRST PRIORITY LIEN ON ANY SUCH SECURITIES
         WITH RESPECT TO THE OBLIGATIONS, (b) GUARANTY OR OTHERWISE BECOME
         CONTINGENTLY LIABLE FOR THE INDEBTEDNESS OR OBLIGATIONS OF ANY PERSON,
         EXCEPT THAT THE BORROWER, BERRY UK, NIM HOLDINGS AND ANY SUBSIDIARY
         GUARANTOR SHALL BE PERMITTED TO GUARANTY (i) ANY INDEBTEDNESS FOR
         BORROWED MONEY OF THE BORROWER, ANY SUBSIDIARY GUARANTOR, BERRY UK, NIM
         HOLDINGS, THE ITALIAN HOLDING COMPANY, CAPSOL ITALY OR OCIESSE
         OTHERWISE PERMITTED BY THE PROVISIONS OF SECTION 6.2.4 (INDEBTEDNESS),
         (ii) THE ENDORSEMENT OF NEGOTIABLE INSTRUMENTS FOR DEPOSIT OR
         COLLECTION OR SIMILAR TRANSACTIONS IN THE ORDINARY


                                    -17-
<PAGE>


         COURSE OF BUSINESS, (iii) THE OBLIGATIONS OF THE BORROWER UNDER THE
         SUBORDINATED DEBT AND THE SENIOR SECURED DEBT, (iv) THE OBLIGATIONS
         AND (v) THE GE OBLIGATIONS, OR (c) MAKE ANY LOANS OR ADVANCES, OR
         OTHERWISE EXTEND CREDIT TO ANY PERSON, EXCEPT (i) ANY ADVANCE TO AN
         OFFICER OR EMPLOYEE OF THE BORROWER, BERRY UK, NIM HOLDINGS OR ANY
         SUBSIDIARY FOR TRAVEL OR OTHER BUSINESS EXPENSES IN THE ORDINARY
         COURSE OF BUSINESS, PROVIDED THAT THE AGGREGATE AMOUNT OF ALL SUCH
         ADVANCES BY ALL OF THE BORROWER, BERRY UK, NIM HOLDINGS AND ITS
         SUBSIDIARIES (TAKEN AS A WHOLE) OUTSTANDING AT ANY TIME SHALL NOT
         EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000), (ii) TRADE CREDIT
         EXTENDED TO CUSTOMERS IN THE ORDINARY COURSE OF BUSINESS, (iii)
         ORDINARY COURSE ADVANCES TO CUSTOMERS IN CONNECTION WITH THE
         PRODUCTION OF MOLDS AND RELATED MATERIALS, AND (iv) ORDINARY COURSE
         WORKING CAPITAL ADVANCES AND LOANS TO AND FROM THE BORROWER, BERRY
         UK AND/OR NIM HOLDINGS TO ANY GUARANTOR AND TO AND FROM ANY
         GUARANTOR TO THE BORROWER OR ANY OTHER GUARANTOR.

              (ll)  Section 6.2.10 on pages 140 and 141 of the Credit
Agreement is hereby deleted in its entirety and the following is substituted in
its place:

              6.2.10  TRANSACTIONS WITH AFFILIATES.

              NEITHER THE BORROWER, BERRY UK, NIM HOLDINGS NOR ANY OF ITS OR
         THEIR SUBSIDIARIES WILL ENTER INTO ANY TRANSACTION WITH ANY AFFILIATE
         EXCEPT IN THE ORDINARY COURSE OF BUSINESS, IN EACH CASE, UPON TERMS NO
         LESS FAVORABLE TO THE BORROWER, BERRY UK, NIM HOLDINGS OR ANY
         SUBSIDIARY THAN WOULD BE OBTAINED IN AN ARMS-LENGTH, THIRD PARTY
         TRANSACTION. THE FOREGOING PROVISION SHALL NOT RESTRICT (a) ANY
         EMPLOYMENT AGREEMENT ENTERED INTO BY THE BORROWER OR ANY OF ITS
         SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH THE
         PAST PRACTICES OF THE BORROWER AND/OR ANY SUCH SUBSIDIARY, (b)
         TRANSACTIONS BETWEEN OR AMONG THE BORROWER AND/OR THE SUBSIDIARY
         GUARANTORS, (c) TRANSACTIONS BETWEEN FIRST ATLANTIC CAPITAL, LTD.
         ("FIRST ATLANTIC"), PURSUANT TO THE SECOND AMENDED AND RESTATED
         MANAGEMENT AGREEMENT DATED AS OF JUNE 18, 1996, AS AMENDED TO THE DATE
         HEREOF OR OTHERWISE AMENDED WITH THE AGENT'S PRIOR WRITTEN CONSENT
         (SOLELY FOR PURPOSES OF THIS SECTION 6.2.10) BETWEEN THE BORROWER AND
         FIRST ATLANTIC, (d) THE PAYMENT OF DISTRIBUTIONS PERMITTED BY SECTION
         6.2.3 (PURCHASE OR REDEMPTION OF SECURITIES), (e) ANY TRANSACTION FEE
         PAYABLE TO FIRST ATLANTIC NOT TO EXCEED $1,250,000 PER TRANSACTION AND
         (f) INTERCOMPANY INVESTMENTS AND LOANS BETWEEN AND AMONG THE BORROWER,
         BERRY UK, NIM HOLDINGS, THE ITALIAN HOLDING COMPANY, CAPSOL ITALY AND
         OCIESSE, AS AND TO THE EXTENT PERMITTED BY THE PROVISIONS OF THIS
         AGREEMENT.

              (mm)  Section 6.2.13 on page 141 of the Credit Agreement is
hereby amended to add the  following provisions:

         THE BORROWER, BERRY UK AND NIM HOLDINGS UNDERSTAND AND AGREE THAT THE
         REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS AND EVENTS OF
         DEFAULT AS SET FORTH IN THE GE AGREEMENT AND IN THE GE FINANCING
         DOCUMENTS ARE INTENDED TO BE SUBSTANTIALLY SIMILAR TO THE
         REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS AND EVENTS OF
         DEFAULT CONTAINED IN THIS AGREEMENT AND THE FINANCING DOCUMENTS. THE
         BORROWER, BERRY UK AND NIM HOLDINGS


                                    -18-
<PAGE>


         ACKNOWLEDGE AND AGREE THAT TO THE EXTENT ANY DETERMINATION, CONSENT,
         AMENDMENT OR WAIVER WITH RESPECT TO ANY TERMS OR CONDITIONS OF THIS
         AGREEMENT IS GIVEN, OBTAINED OR APPROVED IN ACCORDANCE WITH THE
         PROVISIONS OF THIS AGREEMENT, SUCH DETERMINATION, CONSENT, AMENDMENT
         OR WAIVER SHALL BE CONSIDERED BINDING UPON THE GE AGENT, THE GE
         LENDERS AND THE BORROWER FOR PURPOSES OF THE GE FINANCING AGREEMENT
         AND THE GE FINANCING DOCUMENTS AND SHALL BE DEEMED MADE, OBTAINED OR
         GIVEN, AS APPROPRIATE, BY THE GE AGENT, THE GE LENDERS AND/OR THE
         BORROWER WITH RESPECT TO THE SIMILAR OR SUBSTANTIALLY SIMILAR TERM,
         CONDITION OR EVENT CONTAINED IN OR RELATING TO THE GE AGREEMENT
         AND/OR IN ANY OF THE GE FINANCING DOCUMENTS; PROVIDED THAT UNTIL
         SUCH TIME AS THE GE TERM LOANS HAVE BEEN PAID IN FULL THE DEFINITION
         OF "REQUISITE LENDERS" CONTAINED IN THIS AGREEMENT HAS BEEN AMENDED
         TO INCLUDE THE GE LENDERS AND THE LENDERS AS A COMBINED VOTING
         GROUP, AS SET FORTH IN THE DEFINITION OF "REQUISITE LENDERS" IN THIS
         AGREEMENT, SUCH THAT ANY CONSENT, DETERMINATION, AMENDMENT OR WAIVER
         REQUIRING THE CONSENT OF THE REQUISITE LENDERS WOULD TAKE INTO
         ACCOUNT THE VOTES OF THE GE LENDERS AS PART OF THE LARGER GROUP
         INCLUDING THE LENDERS AND THE GE LENDERS. NOTWITHSTANDING THE
         FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE GE AGENT OR THE GE
         LENDERS BE DEEMED TO HAVE CONSENTED OR APPROVED ANY MATTER REQUIRING
         THE CONSENT OF ALL GE LENDERS SET FORTH IN SECTION 8.12 OF THE GE
         FINANCING AGREEMENT OR THE CONSENT OF THE GE AGENT AS SET FORTH IN
         SECTION 9.2 OF THE GE FINANCING AGREEMENT, REGARDLESS IF SUCH MATTER
         HAS RECEIVED THE CONSENT OR APPROVAL OF THE AGENT AND/OR ALL OR ANY
         PORTION OF THE LENDERS. THE BORROWER COVENANTS AND AGREES NOT TO
         AMEND OR AGREE TO AMEND THE GE FINANCING AGREEMENT AND/OR ANY OF THE
         GE FINANCING DOCUMENTS TO THE EXTENT CONTRARY TO OR INCONSISTENT
         WITH THE FOREGOING PROVISIONS.

              (nn)  The last paragraph of Section 8.8.1 on page 155 of the
Credit Agreement is hereby deleted in its entirety and the following is
substituted in its place:

              IN ADDITION DURING ANY FISCAL YEAR OF THE BORROWER (x) THE
         COLLATERAL AGENT MAY RELEASE COLLATERAL HAVING A BOOK VALUE OF NOT MORE
         THAN 5% OF THE BOOK VALUE OF ALL COLLATERAL, (y) THE COLLATERAL AGENT,
         WITH THE CONSENT OF THE REQUISITE LENDERS, MAY RELEASE COLLATERAL
         HAVING A BOOK VALUE OF NOT MORE THAN 25% OF THE BOOK VALUE OF ALL
         COLLATERAL OR (z)(1) THE COLLATERAL AGENT, WITH THE CONSENT OF THE
         LENDERS AND THE GE LENDERS HOLDING, IN THE AGGREGATE, AT LEAST 90% OF
         (i) THE COMMITMENTS AND (ii) THE GE TERM LOAN OR, (2) THE COLLATERAL
         AGENT, WITH THE CONSENT OF ALL OF THE LENDERS (EXCLUDING ANY LENDER
         WHICH IS ALSO A GE LENDER) MAY RELEASE ITS LIEN ON ALL OR SUBSTANTIALLY
         ALL OF THE COLLATERAL (AND IN CONNECTION THEREWITH MAY RELEASE,
         TERMINATE AND DISCHARGE ANY FINANCING DOCUMENT RELATING TO SUCH
         COLLATERAL AND/OR THE OBLIGATIONS AND LIABILITIES OF ANY GUARANTOR IN
         CONNECTION WITH A SALE OF THE BORROWER AND/OR ANY GUARANTOR AND/OR A
         SALE OF ALL OR SUBSTANTIALLY ALL OF ITS OR THEIR ASSETS); PROVIDED THAT
         EITHER (i) THE COLLATERAL AGENT HAS OBTAINED A THIRD-PARTY APPRAISAL OR
         VALUATION (WHICH MAY BE A FAIRNESS VALUATION) OF ALL OF THE COLLATERAL
         OR OF ONLY THE COLLATERAL BEING RELEASED, HAS FURNISHED A COPY OF SUCH
         APPRAISAL OR VALUATION TO THE GE AGENT AND HAS DETERMINED IN GOOD FAITH
         THAT (A) IN THE CASE OF AN APPRAISAL OR VALUATION OF ALL OF THE
         COLLATERAL, THE ORDERLY


                                    -19-

<PAGE>


         OR FORCED SALE LIQUIDATION VALUE (AS APPLICABLE OR WHICHEVER IS
         APPROPRIATE AS DETERMINED BY THE COLLATERAL AGENT IN GOOD FAITH), OF
         SUCH COLLATERAL BASED ON SUCH APPRAISAL OR VALUATION (AFTER
         DEDUCTING THE ACTUAL AND ANTICIPATED COSTS AND EXPENSES OF
         LIQUIDATION) IS OR WOULD BE INSUFFICIENT TO ALLOW FOR PAYMENT OF THE
         OBLIGATIONS IN FULL AND/OR TO RESULT IN ANY SURPLUS PAYMENT WHICH
         WOULD OR COULD BE AVAILABLE FOR PAYMENT OF THE GE OBLIGATIONS OR (B)
         IN THE CASE OF AN APPRAISAL OR VALUATION OF LESS THAN ALL OF THE
         COLLATERAL, THE COLLATERAL BEING RELEASED IS SOLD FOR AN AMOUNT AT
         LEAST EQUAL TO THE VALUE ESTABLISHED BY SUCH THIRD PARTY APPRAISAL
         OR VALUATION, OR (ii) THE COLLATERAL IS SOLD OR TO BE SOLD BY OR ON
         BEHALF OF THE BORROWER, ANY SUBSIDIARY GUARANTOR AND/OR THE
         COLLATERAL AGENT AT A COMMERCIALLY REASONABLE, PUBLIC AUCTION OR AN
         "AUCTION STYLE" PRIVATE SALE ARRANGED OR BROKERED BY A THIRD PARTY
         (SUCH AS AN INVESTMENT BANKER); AND PROVIDED FURTHER THAT SUCH
         RELEASE IS NOT PURSUANT TO, OR REQUIRED IN CONNECTION WITH,
         DEBTOR-IN-POSSESSION FINANCING.

              NOTWITHSTANDING THE FOREGOING, AT ANY TIME ON OR BEFORE THE
         BOFA TERMINATION DATE AND PURSUANT TO OR IN CONNECTION WITH ANY
         DEBTOR-IN-POSSESSION FINANCING PROVIDED TO THE BORROWER AND/OR ANY OR
         ALL OF THE SUBSIDIARY GUARANTORS, THE COLLATERAL AGENT, SUBJECT TO THE
         TERMS OF THE INTERCREDITOR AGREEMENT, MAY RELEASE OR SUBORDINATE ITS
         LIEN ON ALL OR SUBSTANTIALLY ALL OF THE COLLATERAL (AND IN CONNECTION
         THEREWITH RELEASE, TERMINATE OR DISCHARGE ANY FINANCING DOCUMENT
         RELATING TO SUCH COLLATERAL AND/OR THE OBLIGATIONS AND LIABILITIES OF
         ANY GUARANTOR).

              (oo)  Section 8.13 on page 158 of the Credit Agreement is hereby
deleted in its entirety and the following is substituted in its place:

              SECTION 8.13 CIRCUMSTANCES WHERE CONSENT OF ALL OF THE LENDERS
         IS REQUIRED; DEEMED CONSENT OF ANY LENDER WHICH IS A GE LENDER.

              NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO
         AMENDMENT, MODIFICATION, CHANGE OR WAIVER SHALL BE EFFECTIVE WITHOUT
         THE CONSENT OF ALL OF THE LENDERS (BUT ONLY THE CONSENT OF ALL LENDERS
         PARTY TO THIS AGREEMENT AS OF THE CLOSING DATE SHALL BE REQUIRED WITH
         RESPECT TO ITEM (i) BELOW) TO:

                    (a)  INCREASE THE PRINCIPAL AMOUNT OF ANY OF THE
         COMMITMENTS, EXCEPT THAT ANY OR ALL OF THE LENDERS MAY INCREASE THE
         PRINCIPAL AMOUNT OF ANY OF THEIR RESPECTIVE COMMITMENTS WITHOUT THE
         CONSENT OF ANY LENDER WHICH IS A GE LENDER; PROVIDED THAT (i) ALL OF
         THE LENDERS, EXCLUDING THE GE LENDERS, HAVE CONSENTED TO SUCH INCREASE
         AND (ii) THE TOTAL PRINCIPAL AMOUNT OF ALL COMMITMENTS AFTER TAKING
         INTO ACCOUNT ANY PROPOSED INCREASE IN THE PRINCIPAL AMOUNT OF ANY
         COMMITMENT SHALL NOT EXCEED THE "PERMITTED BOFA CEILING" (AS DEFINED IN
         THE INTERCREDITOR AGREEMENT);

                    (b)  EXTEND THE MATURITY OR DUE DATE OF PAYMENT OF
         PRINCIPAL, INTEREST OR FEES ON ACCOUNT OF THE OBLIGATIONS, INCLUDING
         THE


                                    -20-
<PAGE>

         UK OBLIGATIONS;

                    (c)  REDUCE THE PRINCIPAL AMOUNT OF ANY OBLIGATIONS, THE
         RATE OF INTEREST ON ANY OF THE OBLIGATIONS OR ANY FEES PAYABLE, EXCEPT
         AS EXPRESSLY PERMITTED THEREIN;

                    (d)  CHANGE THE METHOD OF CALCULATION UTILIZED IN CONNECTION
         WITH THE COMPUTATION OF INTEREST AND FEES;

                    (e)  CHANGE THE MANNER OF PRO RATA APPLICATION BY THE
         AGENT OR BANK OF AMERICA OF PAYMENTS MADE BY THE BORROWER, BERRY UK OR
         NIM HOLDINGS OR ANY OTHER PAYMENTS REQUIRED HEREUNDER OR UNDER THE
         OTHER FINANCING DOCUMENTS;

                    (f)  MODIFY THIS SECTION OR THE DEFINITION OF "REQUISITE
         LENDERS" (IN ADDITION, SECTION 8.8 SHALL NOT BE MODIFIED WITHOUT THE
         PRIOR WRITTEN CONSENT OF THE REQUISITE LENDERS AND THE "REQUISITE
         TERM LOAN LENDERS" (AS DEFINED IN THE GE FINANCING AGREEMENT);

                    (g)  RELEASE ANY MATERIAL PORTION OF ANY COLLATERAL
         (INCLUDING ANY UK COLLATERAL), ANY GUARANTOR OR ANY FINANCING DOCUMENT,
         EXCEPT TO THE EXTENT PROVIDED IN SECTION 8.8 OF THIS AGREEMENT;

                    (h)  INCREASE THE ADVANCE RATES FOR ANY COMPONENT OF THE
         BORROWING BASE OR THE UK BORROWING BASE ABOVE THE LEVELS SPECIFIED
         IN THIS AGREEMENT, EXCEPT THAT THE ADVANCE RATES AGAINST ELIGIBLE
         DOMESTIC RECEIVABLES AND/OR ELIGIBLE UK RECEIVABLES MAY BE INCREASED UP
         TO A LEVEL OF 90% AND THE ADVANCE RATES AGAINST ELIGIBLE DOMESTIC
         INVENTORY AND/OR ELIGIBLE UK INVENTORY MAY BE INCREASED UP TO A LEVEL
         OF 75% WITHOUT THE PRIOR CONSENT OF ANY LENDER WHICH IS A GE LENDER;
         PROVIDED THAT ALL OF THE LENDERS, EXCLUDING THE GE LENDERS, HAVE
         CONSENTED TO ANY SUCH INCREASE;

                    (i)  MODIFY, WAIVE OR OTHERWISE CHANGE THE REQUIREMENTS
         OF SECTION 2.1.12, EXCEPT THAT THE REQUIREMENTS OF SECTION 2.1.12 MAY
         BE MODIFIED, WAIVED OR OTHERWISE CHANGED WITHOUT THE PRIOR CONSENT OF
         ANY LENDER WHICH IS A GE LENDER; PROVIDED THAT (i) ALL OF THE LENDERS,
         EXCLUDING THE GE LENDERS, CONSENT TO ANY SUCH MODIFICATION, WAIVER OR
         OTHER CHANGE AND (ii) UNDER NO CIRCUMSTANCES SHALL THE REQUIRED
         AVAILABILITY BE LESS THAN FIVE MILLION DOLLARS ($5,000,000).

         FOR PURPOSES OF THIS SECTION 8.13, EACH LENDER WHICH IS ALSO A GE
         LENDER SHALL BE DEEMED TO HAVE CONSENTED TO EACH AMENDMENT,
         MODIFICATION, CHANGE OR WAIVER APPROVED BY ALL OTHER LENDERS IN
         ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 8.13 IF AND TO THE
         EXTENT THE TERMS OF THIS SECTION 8.13 DO NOT REQUIRE THE CONSENT OF ANY
         LENDER


                                    -21-
<PAGE>


         WHICH IS A GE LENDER TO ANY SUCH AMENDMENT, MODIFICATION, CHANGE
         OR WAIVER.

              (pp)  Section 9.5 on page 163 of the Credit Agreement is hereby
amended to permit GE Capital to sell and assign a portion of its Commitments and
Obligations under the Credit Agreement in an aggregate amount up to Twenty
Million Dollars ($20,000,000) to one or more Persons without the prior consent
of the Agent, but, if no Default or Event of Default has occurred and is
continuing, with the prior written consent of the Borrower, which consent shall
not be unreasonably withheld, delayed or conditioned.

              (qq)  Notwithstanding any provision in the Credit Agreement or
in any of the Financing Documents to the contrary, but subject to the terms and
conditions of the Intercreditor Agreement, all Liens and security interests
granted to the Agent in the Credit Agreement and/or in any and all of the
Financing Documents shall be deemed to have been granted to the Agent, in its
capacity as Collateral Agent for the Agent, the Lenders, the GE Agent and the GE
Lenders. The Borrower, Berry UK, NIM Holdings agree that effective immediately
on the BofA Termination Date, the GE Agent shall succeed the Agent as the
Collateral Agent under the Credit Agreement and under each of the Financing
Documents, without further notice to, or consent or agreement of, the Borrower,
Berry UK, NIM Holdings or any other Person. Notwithstanding the foregoing, if at
any time any payment, or portion thereof, made by, or for the account of, the
Borrower or any other Person on account of any of the Obligations is set aside
by any court or trustee having jurisdiction as a voidable preference or
fraudulent conveyance or must otherwise be restored or returned by the Agent
and/or any of the Lenders to the Borrower or to any other Person under any
insolvency, bankruptcy or other federal and/or state laws or as a result of any
dissolution, liquidation or reorganization of the Borrower or such other Person
or upon, or as a result of, the appointment of any receiver, intervenor or
conservator of, or trustee, or similar officer for, the Borrower or such Person
or any substantial part of its or their properties or assets, the parties hereto
agree that the Agent shall be reinstated and shall continue as the Collateral
Agent under the Credit Agreement and each of the Financing Documents all as
though such payment(s) had not been made.


         3.   The Borrower has requested that the Agent and the Lenders agree to
establish certain credit facilities in favor of the Italian Holding Company and
the Italian Target as part of the existing credit facilities under the Credit
Agreement. The Agent and the Lenders have agreed to so establish such credit
facilities in a principal amount up to, but not exceeding, $1,500,000, but have
not yet agreed upon a mutually acceptable structure for such credit facilities.
The Agent and the Lenders agree to proceed in good faith to determine, close and
consummate a structure, terms and conditions for the requested Italian credit
facilities as soon as commercially practicable.

         4.   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.


                                    -22-
<PAGE>


         5.   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.

         6.   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.

         7.   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.

         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.









                    [Signature Appears on Following Page]


                                    -23-
<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


<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:

<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 any and all Obligations, as amended by this
Amendment 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.




                    [Signatures to Appear on Following Page]

<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:


<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:


<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: