<PAGE>
                                                                         Ex-10.1

          THIRD AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT

      THIS THIRD AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (this
"Agreement") is made this 9th day of May, 2000, by and among BERRY PLASTICS
CORPORATION, a corporation organized 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"), LASALLE BUSINESS CREDIT, INC., a corporation organized and existing
under the laws of the State of Delaware ("LaSalle"), and each other financial
institution which is a party to this Agreement, whether by execution and
delivery of this Agreement or otherwise pursuant to Section 9.5 (Assignments by
Lender) (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.

                                    RECITALS

      A. The Borrower, Berry UK, NIM Holdings, the Agent and the Lenders are
parties to that certain Second Amended and Restated Financing and Security
Agreement dated as of July 2, 1998 by and among the Borrower, the Agent and the
Lenders (other than LaSalle), as amended by (i) that certain First Amendment to
Second Amended and Restated Financing and Security Agreement dated as of July
31, 1998, (ii) that certain Second Amendment to Second Amended and Restated
Financing and Security Agreement dated as of August 17, 1998, (iii) that certain
Third Amendment to Second Amended and Restated Financing and Security Agreement
dated as of October 30, 1998, (iv) that certain Fourth Amendment to Second
Amended and Restated Financing and Security Agreement dated as of July 6, 1999,
and (v) that certain Fifth Amendment to Second Amended and Restated Financing
and Security Agreement dated as of October 16, 1999 (as amended, restated,
supplemented or otherwise modified, the "Original Credit Agreement"). Pursuant
to the provisions of the Original Credit Agreement, the Borrower applied to the
Lenders for credit facilities consisting of (i) a revolving credit facility in
the maximum principal amount of $70,000,000 (the "Domestic Revolving Credit
Facility"), (ii) a letter of credit facility in the maximum principal amount of
$5,000,000 (the "Domestic Letter of Credit Facility"), as part of that revolving
credit facility, (iii) a term loan facility in the maximum principal amount of
$35,828,079 ("Term Loan A"), (iv) a term loan facility in the maximum principal
amount of $36,500,000 ("Term Loan B"), (iv) a standby letter of credit facility
in the maximum principal amount of $18,852,000 ("the "Bond Letter of Credit
Facility"), (v) a special source bond facility in the maximum principal amount
of $860,575.07 (the "Special Source
<PAGE>

Bond"), all to be used by the Borrower for the Permitted Uses described in this
Agreement. In addition, the Borrower, Berry UK and NIM Holdings applied to the
UK Lender for (i) a revolving credit facility in the maximum principal amount of
(pound)1,500,000 (the "UK Revolving Loan") and (ii) a term loan facility in the
maximum principal amount of (pound)4,500,000 (the "UK Term Loan").

      B. The Bond Letter of Credit Facility originally consisted of three (3)
letters of credit issued in connection with certain obligations of the Borrower
and/or one or more of the Borrower's subsidiaries under certain bond obligations
(the "Bond Letters of Credit"). Subsequently, two (2) of the three (3) Bond
Letters of Credit have expired and/or been terminated, such that as of the date
of this Agreement there remains outstanding only a single Bond Letter of Credit.
In addition, since the execution and delivery of the Original Credit Agreement,
all obligations of the Borrower under and in connection with the Special Source
Bond has been repaid in full.

      C. The Borrower has advised the Agent and the Lenders that
contemporaneously with the execution and delivery of this Agreement, the
Borrower has acquired or intends to acquire all of the capital stock ("Poly-Seal
Stock") issued by Poly-Seal Corporation, a corporation organized and existing
under the laws of the State of Delaware ("Poly-Seal") in accordance with the
provisions of that certain Agreement and Plan of Merger by and among the
existing shareholders of Poly-Seal and the Borrower (as amended, restated,
supplemented or otherwise modified, the "Poly-Seal Purchase Agreement").
Immediately upon closing and consummation of the Borrower's acquisition of the
Poly-Seal Stock, the Borrower intends to merge Berry Plastics Acquisition Corp.,
a corporation organized and existing under the laws of the State of Delaware
("Berry Acquisition") into Poly-Seal such that Poly-Seal will be the surviving
corporation. Following the Borrower's acquisition of the Poly-Seal Stock and the
merger of Berry Acquisition into Poly-Seal, Poly-Seal will be a wholly-owned
subsidiary of the Borrower.

      D. In connection with the purchase of the Poly-Seal Stock, the Borrower
has requested that the Agent and the Lenders agree (i) to readvance a portion of
Term Loan A previously repaid by the Borrower such that as of the date of this
Agreement, the unpaid principal balance of Term Loan A shall be in an amount up
to, but not exceeding $63,000,000, (ii) to readvance a portion of Term Loan B
previously repaid by the Borrower such that as of the date of this Agreement,
the unpaid principal balance of Term Loan B shall be equal to $17,500,000, (iii)
to consent to the Borrower's proposed borrowing of up to $25,000,000 from GE
Capital in accordance with the terms and conditions set forth in the term sheet
from GE Capital to the Borrower attached hereto as Exhibit "E" and (iv)
otherwise to amend certain terms and conditions of the Original Credit
Agreement. In addition, the Borrower has requested that the Agent and the
Lenders consent and agree to (1) the acquisition of the Poly-Seal Stock by the
Borrower in accordance with the terms and conditions of the Poly-Seal Purchase
Agreement, (2) the merger of Berry Acquisition into Poly-Seal, (3) the Parent's
issuance of a class of preferred stock for sale to one or more existing
shareholders for an aggregate purchase price of Twenty-five Million Dollars
($25,000,000) (the "Preferred Stock"), the proceeds of which sale are to be used
to finance, in part, the closing and consummation of the Borrower's purchase of
the Poly-Seal Stock, and (4) Berry UK's acquisition of certain assets of
Capsol-Certwood UK Ltd..


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      E. Accordingly, the Borrower, Berry UK, NIM Holdings, the Agent and the
Lenders desire to amend and restate the Original Credit Agreement, as follows:

                                   ARTICLE I
                                   DEFINITIONS

      Section 1.1 Certain Defined Terms.

      As used in this Agreement, the terms defined in the Preamble and Recitals
hereto shall have the respective meanings specified therein, and the following
terms shall have the following meanings:

      "Account" individually and "Accounts" collectively mean all presently
existing or hereafter acquired or created accounts, accounts receivable,
contract rights, notes, drafts, instruments, acceptances, chattel paper, leases
and writings evidencing a monetary obligation or a security interest in, or a
lease of, goods, all rights to receive the payment of money or other
consideration under present or future contracts (including, without limitation,
all rights to receive payments under presently existing or hereafter acquired or
created letters of credit), or by virtue of merchandise sold or leased, services
rendered, by or set forth in or arising out of any present or future chattel
paper, note, draft, lease, acceptance, writing, bond, insurance policy,
instrument, document or general intangible, and all extensions and renewals of
any thereof, all rights under or arising out of present or future contracts,
agreements or general interest in merchandise which gave rise to any or all of
the foregoing, including all goods, all claims or causes of action now existing
or hereafter arising in connection with or under any agreement or document or by
operation of law or otherwise, all collateral security of any kind (including,
without limitation, real property mortgages and deeds of trust) and letters of
credit given by any Person with respect to any of the foregoing, all books and
records in whatever media (paper, electronic or otherwise) recorded or stored,
with respect to any or all of the foregoing and all general intangibles
necessary or beneficial to retain, access and/or process the information
contained in those books and records, and all proceeds (cash and non-cash) of
the foregoing.

      "Account Debtor" means any Person who is obligated on an Account and
"Account Debtors" mean all Persons who are obligated on the Accounts.

      "Additional Subordinated Debt" means that certain Indebtedness for
Borrowed Money of the Borrower (and all guarantees thereof by the Borrower and
its Subsidiaries) issued in favor of United States Trust Company of New York, as
trustee for the holders of the 12-1/4% Series B Senior Subordinated Notes (and
any other promissory notes hereafter issued in exchange therefor as contemplated
by the Indenture) due 2004 in a stated principal amount up to Twenty-five
Million Dollars ($25,000,000).

      "Additional Subordinated Debt (Cardinal)" means that certain Indebtedness
for Borrowed Money of the Borrower (and all guarantees thereof by the Borrower
and its Subsidiaries) issued in favor of United States Trust Company of New
York, as trustee for the holders of the 11% Senior Subordinated Notes (and any
other promissory notes hereafter issued in exchange therefor as contemplated by
the Indenture) due 2007 in a stated principal amount of up to Seventy-five
Million Dollars ($75,000,000).


                                       3
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      "Additional Subordinated Debt Loan Documents" means any and all promissory
notes, agreements, documents or instruments now or at any time evidencing,
securing, guarantying or otherwise executed and delivered in connection with the
Additional Subordinated Debt, as the same may from time to time be amended,
restated, supplemented or modified.

      "Additional Subordinated Debt Loan Documents (Cardinal)" means any and all
promissory notes, agreements, documents or instruments now or at any time
evidencing, securing, guarantying or otherwise executed and delivered in
connection with the Additional Subordinated Debt (Cardinal), as the same may
from time to time be amended, restated, supplemented or modified.

      "AeroCon, Inc." means AeroCon, Inc., a corporation organized and existing
under the laws of the State of Delaware, and its successors and assigns.

      "Affiliate" means, with respect to any designated Person, any other
Person, (a) directly or indirectly controlling, directly or indirectly
controlled by, or under direct or indirect common control with the Person
designated, (b) directly or indirectly owning or holding ten percent (10%) or
more of any equity interest in such designated Person, or (c) ten percent (10%)
or more of whose stock or other equity interest is directly or indirectly owned
or held by such designated Person. For purposes of this definition, the term
"control" (including with correlative meanings, the terms "controlling",
"controlled by" and "under common control with") means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through ownership of voting securities or
other equity interests or by contract or otherwise.

      "Agency Fee" and "Agency Fees" have the meanings described in Section 8.9
(Agency Fee).

      "Agent" means the Person defined as the "Agent" in the preamble of this
Agreement and shall also include any successor Agent appointed pursuant to
Section 8.7 (Successor Agent).

      "Agent's Obligations" shall mean any and all Obligations payable solely to
and for the exclusive benefit of the Agent by the Borrower under the terms of
this Agreement and/or any of the other Financing Documents, including, without
limitation, and any and all Agency Fees, Letter of Credit Fronting Fees and/or
Field Examination Fees.

      "Agreement" means this Third Amended and Restated Financing and Security
Agreement, as amended, restated, supplemented or otherwise modified in writing
in accordance with the provisions of Section 9.2 (Amendments; Waivers).

      "Alternate Base Rate" means the sum of (a) the Base Rate plus (b) the
Applicable Margin.

      "Applicable Interest Rate" means (a) the LIBOR Rate, or (b) the Alternate
Base Rate.

      "Applicable Margin" means the applicable rate per annum to be added to the
LIBOR Base Rate or the Base Rate, as set forth in Section 2.9.1 (Applicable
Interest Rates).


                                       4
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      "Asset Disposition" means the disposition of any or all of the Assets of
the Borrower or any Subsidiary of the Borrower, whether by sale, lease, transfer
or other disposition (including any such disposition effected by way of merger
or consolidation) other than Permitted Asset Dispositions.

      "Assets" means at any date all assets that, in accordance with GAAP
consistently applied, should be classified as assets on a consolidated balance
sheet of the Borrower and its Subsidiaries.

      "Assignee" has the meaning set forth in Section 9.5 (Assignments by
Lenders).

      "Assignment of Patents" means (a) that certain amended and restated
collateral assignment of patents as security dated the date hereof from the
Borrower to the Agent for the benefit of the Lenders ratably and the Agent and
(b) that certain amended, restated and consolidated collateral assignment of
patents as security dated the date hereof from the BTP, BIC, Berry Sterling,
PackerWare, Venture Southeast, Venture Midwest, Knight, Poly-Seal and Cardinal
to the Agent for the benefit of the Lenders ratably and the Agent, each as
amended, restated, supplemented or otherwise modified in writing at any time and
from time to time.

      "Assignment of Trademarks" means (a) that certain amended and restated
collateral assignment of trademarks as security dated as of the date hereof from
the Borrower to the Agent for the benefit of the Lenders ratably and the Agent
and (b) that certain amended, restated and consolidated collateral assignment of
trademarks as security dated as of the date hereof from PackerWare, Venture
Southeast, Venture Midwest, Knight, Poly-Seal and Cardinal, each as amended,
restated, supplemented or otherwise modified in writing at any time and from
time to time.

      "Bank of America" means Bank of America, N.A. and its successors and
assigns and shall mean Bank of America, acting through its Sterling LIBOR
Lending Office with respect to all matters relating to the UK Credit Facilities.

      "Base Rate" means the higher of (a) the Prime Rate, or (b) the sum of (i)
the Federal Funds Rate, plus (ii) fifty (50) basis points.

      "Base Rate Loan" means any Loan for which interest is to be computed with
reference to the Alternate Base Rate.

      "Berry Acquisition" means Berry Plastics Acquisition Corp., a corporation
organized and existing under the laws of the State of Delaware, and its
successors and assigns.

      "Berry Design" means Berry Plastics Design Corporation, a corporation
organized and existing under the laws of the State of Delaware, and its
successors and assigns.

      "Berry Sterling" means Berry Sterling Corporation, a corporation organized
and existing under the laws of the State of Delaware, and its successors and
assigns.


                                       5
<PAGE>

      "Berry UK" means Berry Plastics UK Limited, a company organized and
existing under the laws of the England and formerly known as Norwich Injection
Moulders Limited, and its successors and assigns.

      "BIC" means Berry Iowa Corporation, a corporation organized and existing
under the laws of the State of Delaware, and its successors and assigns.

      "BTP" means Berry Tri-Plas Corporation, a corporation organized and
existing under the laws of the State of Delaware, and its successors and
assigns.

      "Bankruptcy Code" means the United States Bankruptcy Code, as amended from
time to time and any successor Laws.

      "Bond Letter of Credit" means the Nevada Bond Letter of Credit.

      "Bond Letter of Credit Commitment" means the agreement of Bank of America
relating to the issuance of the Nevada Bond Letter of Credit and the agreement
of each other Lender to purchase a participating interest in the Nevada Bond
Letter of Credit Obligations relating to the Nevada Bond Letters of Credit; and
"Bond Letter of Credit Commitments" means the collective reference to the Bond
Letter of Credit Commitment of Bank of America and each of the other Lenders.

      "Bond Letter of Credit Committed Amount" has the meaning given such term
in Section 2.5.1 (Bond Letters of Credit).

      "Bond Letter of Credit Facility" means the facility established pursuant
to Section 2.5 (Bond Letter of Credit Facility).

      "Bond Letter of Credit Fee" and "Bond Letter of Credit Fees" have the
meanings described in Section 2.5.2 (Bond Letter of Credit Fees).

      "Bond Letter of Credit Fronting Fee" and "Bond Letter of Credit Fronting
Fees" have the meanings described in Section 2.5.2 (Bond Letter of Credit Fees).

      "Bond Letter of Credit Obligations" means the Nevada Bond Letter of Credit
Obligations.

      "Bond Letter of Credit Agreement Documents" means the collective reference
to the Nevada Bond Letter of Credit Agreement Documents.

      "Bonds" means the Nevada Bonds.

      "Borrowing Base" has the meaning described in Section 2.1.3 (Borrowing
Base).

      "Borrowing Base Deficiency" has the meaning described in Section 2.1.3
(Borrowing Base).


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      "Borrowing Base Report" has the meaning described in Section 2.1.4
(Borrowing Base Report).

      "Borrowing Base Trigger Event" has the meaning described in Section 2.1.4
(Borrowing Base Report).

      "Business Day" means any day other than a Saturday, Sunday or other day on
which (i) in the case of Bank of America (as Agent and Lender), commercial banks
in the State are authorized or required to close, and (ii) in the case of the
Lenders other than Bank of America, those Lenders are open for the transaction
of business at the addresses stated after their names on the signature pages of
this Agreement and (iii) if any payment is due or interest is to be calculated
or advance is to be made on such day, any day in which trading in Dollars or
Sterling deposits, as the case may be, is being carried on in the London
interbank market.

      "Capital Expenditure" means an expenditure which would be classified as
such in accordance with GAAP (whether payable in cash or other property or
accrued as a liability) for Fixed or Capital Assets, including, without
limitation, the entering into of a Capital Lease.

      "Capital Lease" means with respect to any Person any lease of real or
personal property, for which the related Lease Obligations have been or should
be, in accordance with GAAP consistently applied, reflected as a liability on
the balance sheet that Person.

      "Cardinal" means Cardinal Packaging, Inc., a corporation organized and
existing under the laws of the State of Ohio, and its successors and assigns.

      "Cash Equivalents" means (a) securities with unexpired maturities of one
year or less issued or fully guaranteed or insured by the United States
Government or any agency thereof, (b) certificates of deposit with unexpired
maturities of one (1) year or less or money market accounts maintained with, the
Agent, any Lender, any Affiliate of the Agent or any Lender, or any other
domestic commercial bank having capital and surplus in excess of One Hundred
Million Dollars ($100,000,000.00) or such other domestic financial institutions
or domestic brokerage houses to the extent disclosed to, and approved by, the
Agent and (c) commercial paper of a domestic issuer rated at least either A-1 by
Standard & Poor's Corporation (or its successor) or P-1 by Moody's Investors
Service, Inc. (or its successor) with unexpired maturities of six (6) months or
less. In addition, with respect to Berry UK and NIM Holdings, Cash Equivalents
shall also mean (a) securities with unexpired maturities of one year or less
issued or fully guaranteed or insured by the British 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 Barclays Bank PLC.

      "Chattel Paper" means a writing or writings which evidence both a monetary
obligation and a security interest in or lease of specific goods; any returned,
rejected or repossessed goods covered by any such writing or writings and all
proceeds (in any form including, without limitation, accounts, contract rights,
documents, chattel paper, instruments and general intangibles) of such returned,
rejected or repossessed goods; and all proceeds (cash and non-cash) of the
foregoing.

      "Closing Date" means the date of this Agreement.


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      "Collateral" means all property of the Borrower and each Subsidiary
Guarantor subject from time to time to the Liens of this Agreement, any of the
Security Documents and/or any of the other Financing Documents, together with
any and all cash and non-cash proceeds and products thereof, and the UK
Collateral.

      "Collateral Account" has the meaning described in Section 2.1.8 (The
Collateral Account).

      "Collateral Disclosure List" has the meaning described in Section 3.3
(Collateral Disclosure List).

      "Collection" means each check, draft, cash, money, instrument, item, and
other remittance in payment or on account of payment of the Accounts or
otherwise with respect to any Collateral, including, without limitation, cash
proceeds of any returned, rejected or repossessed goods, the sale or lease of
which gave rise to an Account, and other proceeds of Collateral; and
"Collections" means the collective reference to all of the foregoing.

      "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, or UK Term Loan 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 and
the UK Term Loan Commitments of all of the Lenders.

      "Commitment Fee" has the meaning described in Section 2.10.4 (the
Commitment Fee).

      "Committed Amount" means with respect to each Lender, such Lender's
Revolving Credit Committed Amount, Letter of Credit Committed Amount, Term Loan
A Committed Amount, Term Loan B Committed Amount, the Bond Letter of Credit
Committed Amount, UK Revolving Credit Committed Amount, UK Term Loan Committed
Amount, as the case may be, and "Committed Amounts" means collectively the
Revolving Loan Committed Amount, the Letter of Credit Committed Amount, Term
Loan A Committed Amount, Term Loan B Committed Amount, the Bond Letter of Credit
Committed Amount of each of the Lenders, the UK Revolving Credit Committed
Amounts, and the UK Term Loan Committed Amounts.

      "Compliance Certificate" means a periodic Compliance Certificate described
in Section 6.1.1(a) (Financial Statements).

      "Commonly Controlled Entity" means an entity, whether or not incorporated,
which is under common control with the Borrower within the meaning of Section
414(b) or (c) of the Internal Revenue Code.

      "Copyrights" means and includes, in each case whether now existing or
hereafter arising, all of the Borrower's or any Subsidiary's rights, title and
interest in and to (a) all copyrights, rights and interests in copyrights, works
protectable by copyright, copyright registrations, copyright applications, and
all renewals of any of the foregoing, (b) all income, royalties, damages and
payments now or hereafter due and/or payable under any of the foregoing,


                                       8
<PAGE>

including, without limitation, damages or payments for past, current or future
infringements of any of the foregoing, (c) the right to sue for past, present
and future infringements of any of the foregoing, and (d) all rights
corresponding to any of the foregoing throughout the world.

      "CPI" means CPI Holding Corporation, a corporation organized and existing
under the laws of the State of Delaware, and its successors and assigns.

      "Credit Facility" means a Domestic Credit Facility or a UK Credit
Facility, and "Credit Facilities" means the Domestic Credit Facilities and the
UK Credit Facilities.

      "Current Bond Letter of Credit Obligations" has the meaning described in
Section 2.5.4 (Payments of Bond Letters of Credit).

      "Current Letter of Credit Obligations" has the meaning described in
Section 2.4.5 (Payments of Letters of Credit).

      "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 and NIM Holdings, as appropriate, scheduled to
be due and payable during such period, excluding any Term Loan B Mandatory
Prepayments with respect to Excess Cash Flow and any UK Term Loan Mandatory
Prepayment with respect to UK Excess Cash Flow.

      "Debt Service Coverage Ratio" means as to the Borrower, each of the
Subsidiary Guarantors, Berry UK and NIM Holdings on a consolidated basis, for
any period of determination thereof the ratio of (a) EBITDA to (b) Debt Service.

      "Deed of Trust - Arlington Heights" means that certain amended and
restated deed of trust or mortgage dated as of the date hereof from Knight to or
for the benefit of the Agent, as the same may from time to time be amended,
restated, supplemented or modified, which Deed of Trust - Arlington Heights
grants to the Agent for the benefit of the Lenders ratably and the Agent, a
first priority Lien on that certain property located in Arlington Heights,
Illinois as further described therein.

      "Deed of Trust - Baltimore" means that certain deed of trust or mortgage
dated as of the date hereof from Poly-Seal to or for the benefit of the Agent,
as the same may from time to time be amended, restated, supplemented or
modified, which Deed of Trust - Baltimore grants to the Agent for the benefit of
the Lenders ratably and the Agent, a first priority Lien on that certain
property located in Baltimore, Maryland as further described therein.

      "Deed of Trust - Indian Trail" means that certain amended and restated
deed of trust or mortgage dated as of the date hereof from BTP to or for the
benefit of the Agent, as the same may from time to time be amended, restated,
supplemented or modified, which Deed of Trust - Indian Trail grants to the Agent
for the benefit of the Lenders ratably and for the benefit of the Agent, a first
priority Lien on that certain property known generally as Wesley Chapel-Stouts
Road, Indian Trail, North Carolina 28079.


                                       9
<PAGE>

      "Deed of Trust - Evansville" means that certain amended and restated deed
of trust or mortgage dated as of the date hereof from the Borrower to or for the
benefit of the Agent, as the same may from time to time be amended, restated,
supplemented or modified, which Deed of Trust - Evansville grants to the Agent
for the benefit of the Lenders ratably and for the benefit of the Agent, a first
priority Lien on that certain property known generally as 101 Oakley Street,
Evansville, Indiana 47710.

      "Deed of Trust - Henderson" means that certain amended and restated deed
of trust or mortgage dated as of the date hereof from the Borrower to or for the
benefit of the Agent, as the same may from time to time be amended, restated,
supplemented or modified, which Deed of Trust - Henderson grants to the Agent
for the benefit of the Lenders ratably and for the benefit of the Agent, a
second priority Lien on that certain property known generally as 800 East
Horizon Drive, Henderson, Nevada 89009.

      "Deed of Trust - Iowa Falls" means that certain amended and restated deed
of trust or mortgage dated as of the date hereof from BIC to or for the benefit
of the Agent, as the same may from time to time be amended, restated,
supplemented or modified, which Deed of Trust - Iowa Falls grants to the Agent
for the benefit of the Lenders ratably and for the benefit of the Agent, a first
priority Lien on that certain property known generally as 1036 Industrial Park
Road, Iowa Falls, Iowa 50126.

      "Deed of Trust - Lawrence" means that certain amended and restated deed of
trust or mortgage dated as of the date hereof from PackerWare to or for the
benefit of the Agent, as the same may from time to time be amended, restated,
supplemented or modified, which Deed of Trust - Lawrence grants to the Agent for
the benefit of the Lenders ratably and for the benefit of the Agent, a first
priority Lien on that certain property known generally as 2330 Packer Road,
Lawrence, Kansas 66044.

      "Deed of Trust - Monroeville" means that certain amended and restated deed
of trust or mortgage dated as of the date hereof from Venture Midwest to or for
the benefit of the Agent, as the same may from time to time be amended,
restated, supplemented or modified, which Deed of Trust - Monroeville grants to
the Agent for the benefit of the Lenders ratably and for the benefit of the
Agent, a first priority Lien on that certain property located in Huron County,
Ohio, as further described therein.

      "Deed of Trust - Streetsboro" means that certain amended and restated deed
of trust or mortgage dated as of date hereof from Cardinal to or for the benefit
of the Agent, as the same may from time to time be amended, restated,
supplemented or modified, which Deed of Trust - Streetsboro grants to the Agent
for the benefit of the Lenders ratably and the Agent, a first priority Lien on
that certain property located in Streetsboro, Ohio as further described therein.

      "Deed of Trust - Suffolk" means that certain amended and restated credit
line deed of trust, assignment and security agreement dated as of the date
hereof from Berry Design to or for the benefit of the Agent, as the same may
from time to time be amended, restated, supplemented or modified, which Deed of
Trust - Suffolk grants to the Agent for the benefit of the Lenders ratably and
for the benefit of the Agent, a first priority Lien on that certain property
known generally as 1401 Progress Road, Suffolk, Virginia.


                                       10
<PAGE>

      "Deed of Trust - Woodstock" means that certain amended and restated deed
of trust or mortgage dated as of the date hereof from Knight to or for the
benefit of the Agent, as the same may from time to time be amended, restated,
supplemented or modified, which Deed of Trust - Woodstock grants to the Agent
for the benefit of the Lenders ratably and the Agent, a first priority Lien on
that certain property located in Woodstock, Illinois as further described
therein.

      "Deeds of Trust" means the collective reference to the Deed of Trust -
Arlington Heights, the Deed of Trust - Baltimore, the Deed of Trust -
Streetsboro, the Deed of Trust - Woodstock, the Deed of Trust - Indian Trail,
the Deed of Trust - Evansville, the Deed of Trust - Henderson, the Deed of Trust
- Iowa Falls, the Deed of Trust - Lawrence, the Deed of Trust - Monroeville, and
the Deed of Trust - Suffolk.

      "Default" means an event that, with the giving of notice or lapse of time,
or both, would constitute an Event of Default under the provisions of this
Agreement.

      "Distribution" means (a) the payment of any dividends or other
distributions on capital stock of the Borrower (except distributions in any
class of capital stock) and (b) the redemption or acquisition of capital stock
or Subordinated Indebtedness of the Borrower unless made contemporaneously from
the Net Proceeds of the sale of capital stock (excluding the Preferred Stock) or
the issuance of Subordinated Indebtedness to the extent permitted by the
provisions of this Agreement or otherwise consented to by the Agent.

      "Documents" means all documents of title, whether now existing or
hereafter acquired or created, and all proceeds (cash and non-cash) of the
foregoing.

      "Dollar" or "Dollars" means United States Dollars.

      "Dollar Currency Equivalent" means, on any date of determination, the
amount of Dollars which results from the sale of a given amount in Sterling,
determined at the rate of exchange quoted by the Agent in London, England, at
9:00 A.M. (London time) on such date of determination, to prime banks in London,
England for the spot sale in the London foreign exchange market of Sterling for
Dollars.

      "Dollar Interest Period" means as to any Dollar LIBOR Loan, the period
commencing on and including the date such Dollar LIBOR Loan is made (or on the
effective date of the Borrower's election to convert any Base Rate Loan to a
Dollar LIBOR Loan in accordance with the provisions of this Agreement) and
ending on and including the day which is 30, 60, 90 or 180 days thereafter, as
selected by the Borrower in accordance with the provisions of this Agreement,
and thereafter, each period commencing on the last day of the then preceding
Interest Period for such Dollar LIBOR Loan and ending on and including the day
which is 30, 60, 90 or 180 days thereafter, as selected by the Borrower, in
accordance with the provisions of this Agreement; provided, however that:

            (a) the first day of any Dollar Interest Period shall be a Business
      Day;

            (b) if any Dollar Interest Period would end on a day that is not a
      Business Day, such Dollar Interest Period shall be extended to the


                                       11
<PAGE>

      next succeeding Business Day unless such next succeeding Business Day
      would fall in the next calendar month, in which case, such Dollar Interest
      Period shall end on the next preceding Business Day; and

            (c) no Dollar Interest Period shall extend beyond the Revolving
      Credit Termination Date or the scheduled maturity date of the Term Loans
      A, or the Term Loans B, as appropriate.

      "Dollar LIBOR Lending Office" means with respect to the Agent such branch
or office of the Agent as designated by the Agent from time to time as the
branch or office where the Dollar LIBOR Loans are to be made or maintained.

      "Dollar LIBOR Base Rate" means for any Dollar Interest Period with respect
to any Dollar LIBOR Loan, the rate per annum (rounded upward, if necessary, to
the nearest next 1/100 of 1%) appearing on Telerate Page 3750 (or any successor
page) as the London interbank offered rate for deposits in United States Dollars
at approximately 11:00 a.m. (London time) two (2) Business Days prior to the
first day of such Dollar Interest Period for a term comparable to such Interest
Period. If for any reason such rate is not available, the term "Dollar LIBOR
Base Rate" shall mean, for any Dollar LIBOR Loan for any Dollar Interest Period
therefor, the rate per annum (rounded upward, if necessary, to the nearest 1/100
of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered
rate for deposits in Dollars at approximately 11:00 a.m. (London time) two (2)
Business Days prior to the first day of such Dollar Interest Period; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates. For purposes of
this definition, Telerate Page 3750 refers to the British Bankers Association
Libor Rates (determined at approximately 11:00 a. m (London time)) that are
published by Dow Jones Telerate, Inc.

      "Dollar LIBOR Loan" means any Loan for which interest is to be computed
with reference to the Dollar LIBOR Rate.

      "Dollar LIBOR Rate" means for any Dollar Interest Period with respect to
any Dollar LIBOR Loan, (a) the Applicable Margin, plus (b) the per annum rate of
interest calculated pursuant to the following formula:

                             Dollar LIBOR Base Rate
                            -------------------------
                            1.00 - Reserve Percentage

      "Domestic Credit Facility" means with respect to each Lender, such
Lender's Pro Rata Share of the Revolving Credit Facility, the Letter of Credit
Facility, the Term Loan A Facility, the Term Loan B Facility, or the Bond Letter
of Credit Facility, as the case may be, and "Domestic Credit Facilities" means
collectively the Revolving Credit Facility, the Letter of Credit Facility, the
Term Loan A Facility, the Term Loan B Facility, and the Bond Letter of Credit
Facility, and any and all other credit facilities now or hereafter extended to
the Borrower under or secured by this Agreement.

      "EBITDA" means as to the Borrower, Berry UK, NIM Holdings and the
Subsidiary Guarantors, 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)


                                       12
<PAGE>

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.

      "Eligible Domestic Inventory" means the collective reference to all
Inventory of the Borrower and each Subsidiary Guarantor held for sale, valued at
the lowest of the cost, any ceiling prices which may be established by any Law
of any Governmental Authority or prevailing market value, all as reduced,
without duplication, by the aggregate amount of all reserves, limits and
deductions provided for in this definition or in Section 2.1.3 (Borrowing Base);
excluding, however, any Inventory which consists of:

            (a) any Inventory located outside of the United States,

            (b) any Inventory located outside of a state in which the Agent has
      properly perfected the Liens of the Agent and the Lenders under this
      Agreement, free and clear of all other Liens (other than Permitted Liens),

            (c) any Inventory not in the actual possession of the Borrower or a
      Subsidiary Guarantor, except to the extent provided in subsection (d)
      below,

            (d) any Inventory in the possession of a bailee, warehouseman,
      consignee or similar third party, except to the extent that either (1)
      such bailee, warehouseman, consignee or similar third party has entered
      into an agreement with the Agent in which such bailee, warehouseman,
      consignee or similar third party consents and agrees to the Lien of the
      Agent and the Lenders on such Inventory and to such other terms and
      conditions as may be reasonably required by the Agent, or (2) with respect
      to any Inventory in the possession of a bailee or warehouseman, the Agent
      has established a reserve for such Inventory in an amount not greater than
      three (3) months of any fees or other charges which would be due and
      payable to any such bailee and warehouseman under its agreements with the
      Borrower or Subsidiary Guarantor, as appropriate (the Agent


                                       13
<PAGE>

      agrees to so establish a reserve as shall be appropriate unless otherwise
      directed by the Borrower),

            (e) any Inventory located on premises leased or rented to the
      Borrower or a Subsidiary Guarantor or otherwise not owned by the Borrower
      or a Subsidiary Guarantor, unless either (i) the Agent has received a
      waiver and consent from the lessor, landlord and/or owner, in form and
      substance reasonably satisfactory to the Agent and from any mortgagee of
      such lessor, landlord or owner to the extent reasonably required by the
      Agent or (ii) with respect to any such Inventory, the Agent has
      established a reserve for such Inventory in an amount not greater than
      three (3) months of any rents or other charges which would be due and
      payable to any such lessor, landlord or owner under its agreements with
      the Borrower or Subsidiary Guarantor, as appropriate (the Agent agrees to
      so establish a reserve as shall be appropriate unless otherwise directed
      by the Borrower),

            (f) any Inventory the sale or other disposition of which has given
      rise to an Account,

            (g) any Inventory which fails to meet all standards and requirements
      imposed by any Governmental Authority over such Inventory or its
      production, storage, use or sale to the extent that the failure to meet
      any such standards and/or requirements imposed by any Governmental
      Authority would entitle a purchaser of such Inventory to return the
      Inventory or otherwise cancel or rescind its purchase or shall otherwise
      materially impair the value of the Inventory or the ability of the Agent
      to realize upon the value of the Inventory,

            (h) work-in-process or supplies,

            (i) any Inventory as to which the Agent determines in the exercise
      of its sole and absolute discretion at any time and in good faith (i) is
      not in merchantable condition or is defective, post-seasonal, slow moving
      or obsolete and (ii) is unlikely to be sold in the ordinary course of
      business within a reasonable period of time and on customary terms and
      conditions, without significant out of the ordinary course discounts or
      other concessions,

            (j) any Inventory which the Agent in the good faith exercise of its
      sole and absolute discretion has deemed to be ineligible because the Agent
      considers the collateral value to the Agent and the Lenders to be impaired
      in any material respect or its ability to realize such value to be
      insecure in any material respect.

In the event of any dispute under the foregoing criteria, as to whether
Inventory is, or has ceased to be, Eligible Domestic Inventory, the decision of
the Agent in the good faith exercise of its sole and absolute discretion shall
control.

      "Eligible Domestic Receivable" and "Eligible Domestic Receivables" mean,
at any time of determination thereof, the unpaid portion of each Account (net
of, without duplication, any returns,


                                       14
<PAGE>

discounts, claims asserted by Account Debtors or other obligors with respect to
such Account, credits, charges, accrued rebates or other allowances, offsets,
deductions, counterclaims, disputes or other defenses asserted by Account
Debtors or other obligors with respect to such Account, and reduced by the
aggregate amount of all reserves, limits and deductions expressly provided for
in this Agreement), which shall be receivable in United States Dollars by the
Borrower or any Subsidiary Guarantor, provided each Account conforms and
continues to conform to the following criteria to the reasonable satisfaction of
the Agent:

            (a) the Account arose in the ordinary course of business from a bona
      fide outright sale of Inventory or from services performed;

            (b) the Account is a valid, legally enforceable obligation of the
      Account Debtor;

            (c) if the Account arises from the sale of Inventory, the Inventory
      the sale of which gave rise to the account has been shipped or delivered
      to the Account Debtor on an absolute sale basis and not on a bill and hold
      sale basis, a consignment sale basis, a guaranteed sale basis, a sale or
      return basis, or on the basis of any other similar understanding;

            (d) if the Account arises from the performance of services, such
      services have been fully rendered;

            (e) the Account is evidenced by an invoice or other documentation in
      form reasonably acceptable to the Agent, dated no later than two (2)
      Business Days after the date of shipment or performance and containing
      only terms normally offered by the Borrower or the Subsidiary Guarantor,
      as appropriate;

            (f) the amount shown on the books of the Borrower or the Subsidiary
      Guarantor, as appropriate, and on any invoice, certificate, schedule or
      statement delivered to the Agent is owing to the Borrower or the
      Subsidiary Guarantor, as appropriate, with any partial payment reducing
      the amount of the Eligible Domestic Receivable by such partial payment
      received;

            (g) the Account is not outstanding more than one hundred twenty
      (120) days from the date of the invoice therefor or past due more than
      thirty (30) days after its due date, which shall not be later than ninety
      (90) days after the invoice date;

            (h) the Account is not owing by any Account Debtor for which fifty
      percent (50%) or more of such Account Debtor's other Accounts (or any
      portion thereof) due to NIM Holdings, Berry UK, the Borrower or any
      Subsidiary Guarantor, individually, or NIM Holdings, Berry UK, the
      Borrower and each of the Subsidiary Guarantors collectively, are
      non-Eligible Domestic Receivables and/or non-Eligible UK Receivables under
      subsection (g) above;


                                       15
<PAGE>

            (i) the Account is not owing by an Account Debtor or a group of
      affiliated Account Debtors whose then existing Accounts owing to the to
      the Borrower and the Subsidiary Guarantors collectively exceed, in the
      aggregate, fifteen percent (15%) of the total Eligible Domestic
      Receivables of the Borrower and all of the Subsidiary Guarantors, except
      that with respect to Accounts owing by those Account Debtors identified on
      Schedule 1.1A attached hereto, as updated with the Agent's consent at any
      time and from time, the Account is not owing by any Account Debtor so
      named on Schedule 1.1A whose then existing Accounts to the Borrower and
      the Subsidiary Guarantors, collectively, exceed, in the aggregate,
      twenty-five percent (25%) of the total Eligible Domestic Receivables of
      the Borrower and all of the Subsidiary Guarantors. Notwithstanding the
      foregoing, the Agent and the Lenders agree that the Accounts of any
      Account Debtor which would otherwise be ineligible solely as a result of
      this subsection (i) shall not be considered ineligible except to the
      extent such Accounts, in the aggregate, exceed fifteen percent (15%) of
      the total Eligible Domestic Receivables (or twenty-five percent (25%) of
      the total Eligible Domestic Receivables if the Account Debtor is named on
      Schedule 1.1A. attached hereto and made a part hereof) and such Accounts
      otherwise satisfy all applicable eligibility criteria;

            (j) the Account Debtor has not returned, rejected or refused to
      retain, or otherwise notified the Borrower or any Subsidiary Guarantor of
      any dispute concerning, or claimed nonconformity of, any of the Inventory
      or services from the sale or furnishing of which the Account arose;

            (k) the Account Debtor is not a Subsidiary or Affiliate of NIM
      Holdings, Berry UK, the Borrower or any Subsidiary Guarantor or an
      employee, officer, director of shareholder of NIM Holdings, Berry UK, the
      Borrower or any Subsidiary Guarantor or any Subsidiary or Affiliate of the
      Borrower or any Subsidiary Guarantor (For purposes of calculating Eligible
      Domestic Receivables, the term Affiliate shall not include any Affiliate
      of any stockholder of the Parent);

            (l) the Account Debtor is not incorporated or organized in or
      primarily located in any jurisdiction outside of the United States of
      America or Canada, unless the Account Debtor's obligations with respect to
      such account are secured by a letter of credit, guaranty or banker's
      acceptance having terms and from such issuers and confirmation banks as
      are reasonably acceptable to the Agent in its commercially reasonable
      discretion (which letter of credit, guaranty or banker's acceptance is
      subject to an irrevocable assignment of proceeds in favor of the Agent for
      the benefit of the Lenders ratably and the Agent);

            (m) the Account Debtor with respect to such Account is not insolvent
      or the subject of any bankruptcy or insolvency proceedings of any kind or
      of any other proceeding or action;

            (n) the Account Debtor is not a Governmental Authority, unless the
      Borrower or Subsidiary Guarantor, as appropriate, shall


                                       16
<PAGE>

      have complied to the Agent's satisfaction with the Assignment of Claims
      Act of 1940, as amended;

            (o) neither the Borrower nor any of the Subsidiary Guarantors is
      indebted in any manner to the Account Debtor (as creditor, lessor,
      supplier otherwise), with the exception of customary credits, adjustments
      and/or discounts given to an Account Debtor;

            (p) the Account does not arise from services under or related to any
      warranty obligation of the Borrower or any Subsidiary Guarantor or out of
      service charges, finance charges or other fees for the time value of
      money;

            (q) the Account is not evidenced by Chattel Paper or an Instrument
      of any kind and is not secured by any letter of credit, except as
      permitted under subsection (l) above, unless the original of any such
      Chattel Paper and/or Instrument has been delivered to the Agent;

            (r) the title of the Borrower or the Subsidiary Guarantor, as
      appropriate, to the account is absolute and is not subject to any prior
      assignment, claim, Lien, or security interest, except Permitted Liens and
      Liens in favor of the Agent and/or the Lenders;

            (s) no bond or other undertaking by a guarantor or surety which is
      not reasonably acceptable to the Agent has been or is required to be
      obtained, supporting the Account and any of the Account Debtor's
      obligations in respect of the Account, other than as and to the extent
      permitted or required under the provisions of subsection (l) above;

            (t) the Borrower and each Subsidiary Guarantor, as appropriate, have
      the full and unqualified right and power to assign and grant a security
      interest in, and Lien on, the Account to the Agent as security and
      collateral for the payment of the Obligations;

            (u) the Account does not arise out of a contract with, or order
      from, an Account Debtor that, by its terms, forbids or makes void or
      unenforceable in a legally effective manner the assignment or grant of a
      Lien by the Borrower and each Subsidiary Guarantor, as appropriate, to the
      Agent, for the benefit of the Lenders ratably and the Agent, of the
      Account arising from such contract or order;

            (v) the Account is subject to a Lien in favor of the Agent, for the
      benefit of the Lenders ratably and the Agent, which Lien constitutes a
      first priority perfected security interest and Lien, subject only to
      Permitted Liens;

            (w) the Inventory giving rise to the Account was not, at the time of
      the sale thereof, subject to any Lien, except those in favor of the


                                       17
<PAGE>

      Agent, for the benefit of the Lenders ratably and the Agent and other
      Permitted Liens;

            (x) no part of the Account represents a progress billing or a
      retainage;

            (y) the Agent in the good faith exercise of its commercially
      reasonable discretion has not deemed the Account ineligible because of
      uncertainty in any material respect as to the creditworthiness of the
      Account Debtor or because the Agent otherwise considers the collateral
      value of such Account to the Agent and the Lenders to be impaired in any
      material respect or its ability to realize such value to be insecure in
      any material respect.

In the event of any dispute, under the foregoing criteria, as to whether an
account is, or has ceased to be, an Eligible Domestic Receivable, the decision
of the Agent in the good faith exercise of its commercially reasonable
discretion shall control.

      "Eligible UK Inventory" means the collective reference to all Inventory of
Berry UK and NIM Holdings held for sale, valued at the lowest of the cost,
denominated in Sterling, any ceiling prices which may be established by any Law
of any Governmental Authority or prevailing market value, all as reduced,
without duplication, by the aggregate amount of all reserves, limits and
deductions provided for in this definition or in Section 2.6.3 (UK Borrowing
Base); excluding, however, any Inventory which consists of:

            (a) any Inventory located outside of England or Wales,

            (b) any Inventory on which Bank of America does not have properly
      perfected the Lien under the UK Security Documents, free and clear of all
      other Liens (other than Permitted Liens and Liens securing the
      Obligations),

            (c) any Inventory which is (i) subject to retention of title by any
      vendor or (ii) not in the actual possession of NIM Holdings or Berry UK,
      except to the extent provided in subsection (d) below,

            (d) any Inventory in the possession of a bailee, warehouseman,
      consignee or similar third party, except to the extent that either (1)
      such bailee, warehouseman, consignee or similar third party has entered
      into an agreement with Bank of America in which such bailee, warehouseman,
      consignee or similar third party consents and agrees to the Lien of Bank
      of America on such Inventory and to such other terms and conditions as may
      be reasonably required by Bank of America, or (2) with respect to any
      Inventory in the possession of a bailee or warehouseman, Bank of America
      has established a reserve for such Inventory in an amount not greater than
      three (3) months of any fees or other charges which would be due and
      payable to any such bailee and warehouseman under its agreements with NIM
      Holdings or Berry UK (Bank of America agrees to so establish a reserve as
      shall be appropriate unless otherwise directed by NIM Holdings or Berry
      UK),


                                       18
<PAGE>

            (e) any Inventory located on premises leased or rented to NIM
      Holdings or Berry UK or otherwise not owned by NIM Holdings or Berry UK,
      unless either (i) Bank of America has received a waiver and consent from
      the lessor, landlord and/or owner, in form and substance reasonably
      satisfactory to Bank of America and from any mortgagee of such lessor,
      landlord or owner to the extent reasonably required by Bank of America or
      (ii) with respect to any such Inventory, Bank of America has established a
      reserve for such Inventory in an amount not greater than three (3) months
      of any rents or other charges which would be due and payable to any such
      lessor, landlord or owner under its agreements with NIM Holdings or Berry
      UK (Bank of America agrees to so establish a reserve as shall be
      appropriate unless otherwise directed by NIM Holdings or Berry UK),

            (f) any Inventory the sale or other disposition of which has given
      rise to an Account,

            (g) any Inventory which fails to meet all standards and requirements
      imposed by any Governmental Authority over such Inventory or its
      production, storage, use or sale to the extent that the failure to meet
      any such standards and/or requirements imposed by any Governmental
      Authority would entitle a purchaser of such Inventory to return the
      Inventory or otherwise cancel or rescind its purchase or shall otherwise
      materially impair the value of the Inventory or the ability of Bank of
      America to realize upon the value of the Inventory,

            (h) work-in-process or supplies,

            (i) any Inventory as to which Bank of America determines in the
      exercise of its sole and absolute discretion at any time and in good faith
      (i) is not in merchantable condition or is defective, post-seasonal, slow
      moving or obsolete and (ii) is unlikely to be sold in the ordinary course
      of business within a reasonable period of time and on customary terms and
      conditions, without significant out of the ordinary course discounts or
      other concessions,

            (j) any Inventory which Bank of America in the good faith exercise
      of its sole and absolute discretion has deemed to be ineligible because
      Bank of America considers the collateral value to Bank of America to be
      impaired in any material respect or its ability to realize such value to
      be insecure in any material respect.

In the event of any dispute under the foregoing criteria, as to whether
Inventory is, or has ceased to be, Eligible UK Inventory, the decision of Bank
of America in the good faith exercise of its sole and absolute discretion shall
control.

      "Eligible UK Receivable" and "Eligible UK Receivables" mean, at any time
of determination thereof, the unpaid portion of each Account (net of, without
duplication, any returns,


                                       19
<PAGE>

discounts, claims asserted by Account Debtors or other obligors with respect to
such Account, credits, charges, accrued rebates or other allowances, offsets,
deductions, counterclaims, disputes or other defenses asserted by Account
Debtors or other obligors with respect to such Account, and reduced by the
aggregate amount of all reserves, limits and deductions expressly provided for
in this Agreement), which shall be receivable in Sterling by NIM Holdings or
Berry UK, provided each Account conforms and continues to conform to the
following criteria to the reasonable satisfaction of Bank of America:

            (a) the Account arose in the ordinary course of business from a bona
      fide outright sale of Inventory or from services performed;

            (b) the Account is a valid, legally enforceable obligation of the
      Account Debtor;

            (c) if the Account arises from the sale of Inventory, the Inventory
      the sale of which gave rise to the account has been shipped or delivered
      to the Account Debtor on an absolute sale basis and not on a bill and hold
      sale basis, a consignment sale basis, a guaranteed sale basis, a sale or
      return basis, or on the basis of any other similar understanding;

            (d) if the Account arises from the performance of services, such
      services have been fully rendered;

            (e) the Account is evidenced by an invoice or other documentation in
      form reasonably acceptable to Bank of America, dated no later than two (2)
      Business Days after the date of shipment or performance and containing
      only terms normally offered by NIM Holdings or Berry UK;

            (f) the amount shown on the books of NIM Holdings or Berry UK, as
      appropriate, and on any invoice, certificate, schedule or statement
      delivered to Bank of America is owing to NIM Holdings or Berry UK, as
      appropriate, with any partial payment reducing the amount of the Eligible
      UK Receivable by such partial payment received;

            (g) the Account is not outstanding more than one hundred twenty
      (120) days from the date of the invoice therefor or past due more than
      thirty (30) days after its due date, which shall not be later than ninety
      (90) days after the invoice date;

            (h) the Account is not owing by any Account Debtor for which fifty
      percent (50%) or more of such Account Debtor's other Accounts (or any
      portion thereof) due to NIM Holdings and/or Berry UK, individually, or NIM
      Holdings and Berry UK collectively, are non-Eligible UK Receivables under
      subsection (g) above;

            (i) the Account is not owing by an Account Debtor or a group of
      affiliated Account Debtors whose then existing Accounts owing to NIM
      Holdings and/or Berry UK collectively exceed, in the aggregate, fifteen
      percent


                                       20
<PAGE>

      (15%) of the total Eligible UK Receivables of NIM Holdings and Berry UK,
      except that with respect to Accounts owing by those Account Debtors
      identified on Schedule 1.1A attached hereto, as updated with the consent
      of Bank of America at any time and from time to time, the Account is not
      owing by any Account Debtor so named on Schedule 1.1A whose then existing
      Accounts to NIM Holdings and/or Berry UK, collectively, exceed, in the
      aggregate, twenty-five percent (25%) of the total Eligible UK Receivables
      of NIM Holdings and Berry UK. Notwithstanding the foregoing, the Agent and
      the Lenders agree that the Accounts of any Account Debtor which would
      otherwise be ineligible solely as a result of this subsection (i) shall
      not be considered ineligible except to the extent such Accounts, in the
      aggregate, exceed fifteen percent (15%) of the total Eligible UK
      Receivables (or twenty-five percent (25%) of the total Eligible UK
      Receivables if the Account Debtor is named on Schedule 1.1A. attached
      hereto and made a part hereof) and such Accounts otherwise satisfy all
      applicable eligibility criteria;

            (j) the Account Debtor has not returned, rejected or refused to
      retain, or otherwise notified NIM Holdings or Berry UK of any dispute
      concerning, or claimed nonconformity of, any of the Inventory or services
      from the sale or furnishing of which the Account arose;

            (k) the Account Debtor is not a Subsidiary or Affiliate of NIM
      Holdings, Berry UK, the Borrower or any Subsidiary Guarantor or an
      employee, officer, director of shareholder of NIM Holdings, Berry UK, the
      Borrower or any Subsidiary Guarantor or any Subsidiary or Affiliate of NIM
      Holdings, Berry UK, the Borrower or any Subsidiary Guarantor (For purposes
      of calculating Eligible Domestic Receivables and Eligible UK Receivables,
      the term Affiliate shall not include any Affiliate of any stockholder of
      the Parent);

            (l) the Account Debtor is not incorporated or organized in, or
      primarily located in, any jurisdiction outside of the United Kingdom,
      unless the Account Debtor's obligations with respect to such account are
      secured by a letter of credit, guaranty or banker's acceptance having
      terms and from such issuers and confirmation banks as are reasonably
      acceptable to Bank of America in its commercially reasonable discretion
      (which letter of credit, guaranty or banker's acceptance is subject to an
      irrevocable assignment of proceeds in favor of Bank of America);

            (m) the Account Debtor with respect to such Account is not insolvent
      or the subject of any bankruptcy or insolvency proceedings of any kind or
      of any other proceeding or action;

            (n) the Account Debtor is not a Governmental Authority, unless NIM
      Holdings shall have complied to the satisfaction of Bank of America with
      the applicable Laws, if any, governing the creation and perfection of
      Liens in such Accounts


                                       21
<PAGE>

            (o) Neither NIM Holdings nor Berry UK is indebted in any manner to
      the Account Debtor (as creditor, lessor, supplier otherwise), with the
      exception of customary credits, adjustments and/or discounts given to an
      Account Debtor;

            (p) the Account does not arise from services under or related to any
      warranty obligation of NIM Holdings or Berry UK or out of service charges,
      finance charges or other fees for the time value of money;

            (q) the Account is not evidenced by Chattel Paper or an Instrument
      of any kind and is not secured by any letter of credit, except as
      permitted under subsection (l) above, unless the original of any such
      Chattel Paper and/or Instrument has been delivered to Bank of America;

            (r) the title of NIM Holdings or Berry UK, as appropriate, to the
      Account is absolute and is not subject to any prior assignment, claim,
      Lien, or security interest, except Permitted Liens and Liens in favor of
      Bank of America and Liens securing the Obligations;

            (s) no bond or other undertaking by a guarantor or surety which is
      not reasonably acceptable to Bank of America has been or is required to be
      obtained, supporting the Account and any of the Account Debtor's
      obligations in respect of the Account, other than as and to the extent
      permitted or required under the provisions of subsection (l) above;

            (t) NIM Holdings or Berry UK has the full and unqualified right and
      power to assign and grant a security interest in, and Lien on, the Account
      to Bank of America as security and collateral for the payment of the UK
      Obligations;

            (u) the Account does not arise out of a contract with, or order
      from, an Account Debtor that, by its terms, forbids or makes void or
      unenforceable in a legally effective manner the assignment or grant of a
      Lien by NIM Holdings or Berry UK to Bank of America of the Account arising
      from such contract or order;

            (v) the Account is subject to a Lien in favor of Bank of America,
      which Lien constitutes a first priority perfected security interest and
      Lien, subject only to Permitted Liens;

            (w) the Inventory giving rise to the Account was not, at the time of
      the sale thereof, subject to any Lien, except those in favor of Bank of
      America and other Permitted Liens;

            (x) no part of the Account represents a progress billing or a
      retainage;


                                       22
<PAGE>

            (y) Bank of America in the good faith exercise of its commercially
      reasonable discretion has not deemed the Account ineligible because of
      uncertainty in any material respect as to the creditworthiness of the
      Account Debtor or because Bank of America otherwise considers the
      collateral value of such Account to be impaired in any material respect or
      its ability to realize such value to be insecure in any material respect.

In the event of any dispute, under the foregoing criteria, as to whether an
account is, or has ceased to be, an Eligible UK Receivable, the decision of Bank
of America in the good faith exercise of its commercially reasonable discretion
shall control.

      "Enforcement Costs" means all commercially reasonable expenses, charges,
costs and fees whatsoever (including, without limitation, reasonable outside and
allocated in-house counsel attorney's fees and expenses) of any nature
whatsoever reasonably paid or incurred by or on behalf of the Agent and/or any
of the Lenders in connection with (a) any or all of the Obligations, this
Agreement and/or any of the other Financing Documents and (b) the creation,
perfection, collection, maintenance, preservation, defense, protection,
realization upon, disposition, sale or enforcement of all or any part of the
Collateral, this Agreement or any of the other Financing Documents, including,
without limitation, those costs and expenses more specifically enumerated in
Section 3.8 (Costs) and Section 9.10 (Enforcement Costs). The Lenders agree that
the Borrower shall have no obligation to reimburse any Lender, other than the
Agent, for legal fees and expenses incurred by such Lender in connection with
its review, execution and delivery of any of the Financing Documents, to the
extent such legal fees and expenses exceed Five Thousand Dollars ($5,000).

      "Equipment" means all equipment, machinery, computers, chattels, tools,
parts, machine tools, furniture, furnishings, fixtures and supplies of every
nature, presently existing or hereafter acquired or created and wherever
located, whether or not the same shall be deemed to be affixed to real property,
together with all accessions, additions, fittings, accessories, special tools,
and improvements thereto and substitutions therefor and all parts and equipment
which may be attached to or which are necessary or beneficial for the operation,
use and/or disposition of such personal property, all licenses, warranties,
franchises and general intangibles related thereto or necessary or beneficial
for the operation, use and/or disposition of the same, together with all
Accounts, Chattel Paper, Instruments and other consideration received by NIM
Holdings, Berry UK, the Borrower or any Subsidiary Guarantor on account of the
sale, lease or other disposition of all or any part of the foregoing, and
together with all rights under or arising out of present or future Documents and
contracts relating to the foregoing and all proceeds (cash and non-cash) of the
foregoing.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

      "Event of Default" has the meaning described in ARTICLE VII (Default and
Rights and Remedies).

      "Excess Cash Flow" means for any annual period of determination thereof
and with respect to the Borrower and the Subsidiary Guarantors only and not
including Berry UK or NIM


                                       23
<PAGE>

Holdings, an amount equal to fifty percent (50%) of the sum of (a) EBITDA, less
(b) non-financed Capital Expenditures permitted by Section 6.2.6 (Capital
Expenditures), less (c) cash income Taxes and alternative minimum Taxes, less
(d) increases in working capital, plus (e) decreases in working capital, less
(f) Debt Service, as shown on the annual financial statements for such annual
period, furnished to the Agent in accordance with Section 6.1.1 (Financial
Statements); or in the event that the Borrower fails to deliver such financial
statements to the Agent as and when required, the Agent shall estimate, in its
sole, but commercially reasonable discretion, the amount of Excess Cash Flow for
such period.

      "Federal Funds Rate" means for any day of determination, the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day) by the Federal Reserve Bank for the
next preceding Business Day) by the Federal Reserve Bank of Richmond or, if such
rate is not so published for any day that is a Business Day, the average of
quotations for such day on such transactions received by the Agent from three
(3) Federal funds brokers of recognized standing selected by the Agent.

      "Fees" means the collective reference to each fee payable to the Agent,
for its own account or for the ratable benefit of the Lenders, under the terms
of this Agreement or under the terms of any of the other Financing Documents,
including, without limitation, the Agency Fees, the Revolving Credit Unused Line
Fees, the Letter of Credit Fees, the Letter of Credit Fronting Fees, the Bond
Letter of Credit Fees, the Bond Letter of Credit Fronting Fees, the Term Loan B
Fees, the Field Examination Fees, the Commitment Fee, the Consent Fee, and the
UK Revolving Credit Facility Fees.

      "Field Examination Fee" and "Field Examination Fees" have the meanings
described in Section 2.10.3 (Field Examination Fees).

      "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, and any other
instrument, agreement or document previously, simultaneously or hereafter
executed and delivered by the Borrower, any Subsidiary Guarantor, Berry UK, NIM
Holdings 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 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.

      "First Closing Date" means January 21, 1997.

      "Fixed or Capital Assets" of a Person at any date means all assets which
would, in accordance with GAAP consistently applied, be classified on the
balance sheet of such Person as property, plant or equipment at such date.

      "Fixed Charges" means as to the Borrower, Berry UK, NIM Holdings and each
of the Subsidiary Guarantors, on a consolidated basis, for any period of
determination, the scheduled


                                       24
<PAGE>

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 and the Subsidiary Guarantors, on a consolidated basis,
the ratio of (a) EBITDA, less the aggregate amount of all non-financed Capital
Expenditures for such period, plus the sum of the following (1) 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 and (2) eighty percent (80%) of the Capital Expenditures related
specifically to the plant expansion project for NIM Holdings up to a maximum of
Two Million Dollars ($2,000,000), to (b) Fixed Charges. "Fixed Charge Coverage
Ratio" means for any period of determination with respect to NIM Holdings and
Berry UK only, the ratio of (a) their respective EBITDA, less the aggregate
amount of all of their non-financed Capital Expenditures for such period up to
four percent (4%) of its annual sales for fiscal year 2000 only, to (b) Fixed
Charges.

      "Funded Debt" means as to the Borrower, Berry UK, NIM Holdings and each of
the Subsidiary Guarantors, 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 and each of the Subsidiary Guarantors, whether
secured or unsecured (but excluding, without duplication, loans by the Borrower
to one or more of the Subsidiary Guarantors, Berry UK or NIM Holdings), 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 and/or any
of the Subsidiary Guarantors.

      "GAAP" means generally accepted accounting principles in the United States
of America in effect from time to time, except that with respect to Berry UK and
NIM Holdings, GAAP means generally accepted accounting principles in the United
Kingdom in effect from time to time. Notwithstanding the foregoing, with respect
to (i) any financial statements which consolidate Berry UK and/or NIM Holdings
with the Borrower or any other Subsidiary Guarantor or (ii) any financial
covenant relating to Berry UK, NIM Holdings, 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.

      "General Intangibles" means all general intangibles of every nature,
whether presently existing or hereafter acquired or created, and without
implying any limitation of the foregoing, further means all books and records,
claims (including without limitation all claims for income tax and other
refunds), choses in action, claims, causes of action in tort or equity, contract
rights, judgments, customer lists, Patents, Trademarks, licensing agreements,
rights in intellectual property, goodwill (including goodwill of the business of
the Borrower, Berry UK, NIM Holdings or any Subsidiary Guarantor symbolized by
and associated with any and all Trademarks, trademark licenses, Copyrights
and/or service marks), royalty payments, licenses, rights as lessee under any
lease of real or personal property, literary rights, Copyrights, service names,
service marks, logos, trade secrets, amounts received as an award in or
settlement of a suit in damages, deposit accounts, interests in joint ventures,
general or limited partnerships, or limited liability companies or partnerships,
rights in applications for any of the foregoing, books


                                       25
<PAGE>

and records in whatever media (paper, electronic or otherwise) recorded or
stored, with respect to any or all of the foregoing and all general intangibles
necessary or beneficial to retain, access and/or process the information
contained in those books and records, and all proceeds (cash and non-cash) of
the foregoing.

      "Governmental Authority" means any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government and any department, agency or instrumentality thereof.

      "Guarantor" means the Parent or any Subsidiary Guarantor or their
respective successors and assigns, as the case may be; and "Guarantors" means
the Parent, each and every Subsidiary Guarantor, and each of their respective
successors and assigns.

      "Guaranty" means collectively each guaranty of payment for the benefit 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, as
the same may from time to time be amended, restated, supplemented or otherwise
modified.

      "Hazardous Materials" means (a) any "hazardous waste" as defined by the
Resource Conservation and Recovery Act of 1976, as amended from time to time,
and regulations promulgated thereunder; (b) any "hazardous substance" as defined
by the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended from time to time, and regulations promulgated thereunder; (c)
any substance the presence of which on any property now or hereafter owned,
acquired or operated by the Borrower, Berry UK, NIM Holdings or any Subsidiary
Guarantor is prohibited by any Law similar to those set forth in this
definition; and (d) any other substance which by Law requires special handling
in its collection, storage, treatment or disposal.

      "Hazardous Materials Contamination" means the contamination (whether
presently existing or occurring after the date of this Agreement) by Hazardous
Materials of any property owned, operated or controlled by the Borrower, Berry
UK, NIM Holdings or any Subsidiary Guarantor or for which the Borrower, Berry
UK, NIM Holdings or any Subsidiary Guarantor has responsibility, including,
without limitation, improvements, facilities, soil, ground water, air or other
elements on, or of, any property now or hereafter owned, acquired or operated by
the Borrower, Berry UK, NIM Holdings or any Subsidiary Guarantor, and any other
contamination by Hazardous Materials for which the Borrower, Berry UK, NIM
Holdings or any Subsidiary Guarantor is, or is claimed to be, responsible.

      "Indebtedness" of a Person means at any date the total liabilities of such
Person at such time determined in accordance with GAAP consistently applied.

      "Indebtedness for Borrowed Money" of a Person means at any time the sum at
such time of (a) Indebtedness of such Person for borrowed money or for the
deferred purchase price of property or services, (b) any obligations of such
Person in respect of letters of credit, banker's or other acceptances or similar
obligations issued or created for the account of such Person, (c) Lease
Obligations of such Person with respect to Capital Leases, (d) all liabilities
secured by any


                                       26
<PAGE>

Lien on any property owned by such Person, to the extent attached to such
Person's interest in such property, even though such Person has not assumed or
become personally liable for the payment thereof, (e) obligations of third
parties which are being guarantied or indemnified against by such Person or
which are secured by the property of such Person; (f) any obligation of such
Person or a Commonly Controlled Entity to a Multi-employer Plan; and (h) any
obligations, liabilities or indebtedness, contingent or otherwise, under or in
connection with, any interest rate or currency swap agreements, cap, floor, and
collar agreements, currency spot, foreign exchange and forward contracts and
other similar agreements and arrangements; but excluding trade and other
accounts payable in the ordinary course of business in accordance with customary
trade terms and which are not more than thirty (30) days past due (as determined
in accordance with customary trade practices) or which are being disputed in
good faith by such Person and for which adequate reserves are being provided on
the books of such Person in accordance with GAAP.

      "Indenture" means collectively (i) that certain indenture dated as of
April 21, 1994 by and between the Borrower and the United States Trust Company
of New York, as trustee, entered into in connection with the Subordinated Debt,
(ii) that certain indenture dated as of August 24, 1998 by and between the
Borrower and the United States Trust Company of New York, as trustee, with
respect to the Additional Subordinated Debt, and (iii) that certain indenture
dated as of July 6, 1999 by and between the Borrower and the United States Trust
Company of New York, as trustee, entered into in connection with the Additional
Subordinated Debt (Cardinal), each as the same may be amended, restated
supplemented or otherwise modified.

      "Installment Payment Date" means the first day of each calendar month of
each calendar year commencing as of July 1, 2000.

      "Instrument" means a negotiable instrument (as defined under Article 3 of
the Uniform Commercial Code), a "certificated security" (as defined under
Article 8 of the Uniform Commercial Code), or any other writing which evidences
a right to payment of money and is not itself a security agreement or lease and
is of a type which is in the ordinary course of business transferred by delivery
with any necessary endorsement.

      "Interest Coverage Ratio" means as to the Borrower, Berry UK, NIM Holdings
and each of the Subsidiary Guarantors, 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.

      "Interest Period" means a Dollar Interest Period or a Sterling Interest
Period, as applicable.

      "Interest Rate Election Notice" has the meaning described in Section
2.9.2(e) (Selection of Interest Rates).

      "Interest Rate/Currency Protection Agreement" means, for any Person,
interest rate swap, cap, floor or collar agreements, currency agreements,
currency spot, foreign exchange and forward contracts or similar arrangement
between such Person and one or more financial institutions


                                       27
<PAGE>

providing for the transfer or mitigation of interest or currency risks either
generally or under specific contingencies.

      "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended from time to time, and the Income Tax Regulations issued and proposed to
be issued thereunder.

      "Inventory" means all now owned and hereafter acquired inventory, goods,
merchandise and other personal property furnished under any contract of service
or intended for sale or lease, including, without limitation, all raw materials,
work-in-progress, finished goods and materials and supplies of any kind, nature
or description which are used or consumed in the business, or are or might be
used in connection with the manufacture, packing, shipping, advertising, selling
or finishing of such goods, merchandise and other licenses, warranties,
franchises, general intangibles, personal property and all Documents or
documents relating to the same and all proceeds (cash and non-cash) of the
foregoing.

      "Item of Payment" means each check, draft, cash, money, instrument, item,
and other remittance in payment or on account of payment of any Collateral,
including, without limitation, cash proceeds of any returned, rejected or
repossessed goods, the sale or lease of which gave rise to an Account, and other
proceeds of Collateral; and "Items of Payment" means the collective reference to
all of the foregoing.

      "Knight" means Knight Plastics, Inc., a corporation organized and existing
under the laws of the State of Delaware, and its successors and assigns.

      "Laws" means all ordinances, statutes, rules, regulations, orders,
injunctions, writs, or decrees of any Governmental Authority or political
subdivision or agency thereof, or any court or similar entity established by any
thereof.

      "Lease Obligations" of a Person means for any period the rental
commitments of such Person for such period under leases for real and/or personal
property.

      "Lending Office" means a Dollar LIBOR Lending Office or a Sterling LIBOR
Lending Office, as applicable.

      "Letter of Credit" and "Letters of Credit" shall have the meanings
described in Section 2.4.1 (Letters of Credit).

      "Letter of Credit Agreement" means the collective reference to each letter
of credit application and agreement substantially in the form of the Agent's
then standard form of application for letter of credit or such other form as may
be approved by the Agent, executed and delivered by the Borrower in connection
with the issuance of a Letter of Credit (other than any of the Bond Letters of
Credit), as the same may from time to time be amended, restated, supplemented or
modified; and "Letter of Credit Agreements" means all of the foregoing in effect
at any time and from time to time. The Agent and the Lenders agree that if the
provisions of any Letter of Credit Agreement conflict with the provisions of
this Agreement, the provisions of this Agreement shall control.


                                       28
<PAGE>

      "Letter of Credit Commitment" means the agreement of the Agent relating to
the issuance of the Letters of Credit and the agreement of a Lender to purchase
a participating interest in any Letter of Credit Obligations with respect to
such Letters of Credit, all subject to and in accordance with the provisions of
this Agreement; and "Letter of Credit Commitments" means the collective
reference to the Letter of Credit Commitment of the Agent and each of the
Lenders.

      "Letter of Credit Committed Amount" has the meaning given such term in
Section 2.4.1 (Letters of Credit).

      "Letter of Credit Documents" means any and all drafts under or purporting
to be under a Letter of Credit, any Letter of Credit Agreement, and any other
instrument, document or agreement executed and/or delivered by the Borrower or
any other Person under, pursuant to or in connection with a Letter of Credit or
any Letter of Credit Agreement.

      "Letter of Credit Facility" means the facility established pursuant to
Section 2.4 (Letter of Credit Facility).

      "Letter of Credit Fee" and "Letter of Credit Fees" have the meanings
described in Section 2.4.2 (Letter of Credit Fees).

      "Letter of Credit Fronting Fee" and "Letter of Credit Fronting Fees" have
the meanings described in Section 2.4.2 (Letter of Credit Fees).

      "Letter of Credit Obligations" means the collective reference to all
Obligations of the Borrower with respect to the Letters of Credit and the Letter
of Credit Agreements.

      "Liabilities" means at any date all liabilities that in accordance with
GAAP consistently applied should be classified as liabilities on a consolidated
balance sheet of the Borrower and its Subsidiaries.

      "LIBOR Base Rate" means the Dollar LIBOR Base Rate or the Sterling LIBOR
Base Rate, as applicable.

      "LIBOR Loan" means a Dollar LIBOR Loan or a Sterling LIBOR Loan, as
applicable.

      "LIBOR Rate" means the Dollar LIBOR Rate or the Sterling LIBOR Rate, as
applicable.

      "Lien" means any mortgage, deed of trust, deed to secure debt, grant,
pledge, security interest, assignment, encumbrance, lien, hypothecation, or
charge of any kind, whether perfected or unperfected, avoidable or unavoidable,
including, without limitation, any conditional sale or other title retention
agreement, any lease in the nature thereof, and the filing of any financing
statement under the Uniform Commercial Code of any jurisdiction, excluding the
precautionary filing of any financing statement by any lessor in a true lease
transaction, by any bailor in a true bailment transaction or by any consignor in
a true consignment transaction under the Uniform Commercial Code of any
jurisdiction or the agreement to give any financing statement by any lessee in a
true lease transaction, by any bailee in a true bailment transaction or by any
consignee in a true consignment transaction.


                                       29
<PAGE>

      "Loan" means each of the Revolving Loan, a Term Loan A, a Term Loan B, the
UK Revolving Loan, or a UK Term 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 and the UK Term Loans.

      "Loan Notice" has the meaning described in Section 2.1.2 (Procedure for
Making Advances).

      "Lockbox" has the meaning described in Section 2.1.8 (The Collateral
Account).

      "Mandatory Liquid Assets Cost Rate" means with respect to each Interest
Period for which the Applicable Interest Rate is the LIBOR Rate the rate per
annum conclusively determined by Bank of America on the first day of such
Interest Period to be that which expresses the prevailing cost to Bank of
America of complying with the requirements for the time being of the Bank of
England in respect of liquidity, reserve assets and special deposits.

      "Multi-employer Plan" means a Plan that is a multi-employer plan as
defined in Section 4001(a)(3) of ERISA.

      "Net Outstandings" of any Lender means, at any time, the sum of (a) all
amounts paid by such Lender (other than pursuant to Section 8.5
(Indemnification)) to the Agent in respect to the Revolving Loan or otherwise
under this Agreement, minus (b) all amounts paid by the Agent to such Lender
which are received by the Agent and which, pursuant to this Agreement, are paid
over to such Lender for application in reduction of the outstanding principal
balance of the Revolving Loan.

      "Net Casualty Proceeds", when used with respect to any condemnation awards
or insurance proceeds allocable to any Collateral, means the gross proceeds from
any casualty or condemnation remaining after payment of all expenses (including
attorneys' fees) incurred in the collection of such gross proceeds and Taxes
payable in connection therewith.

      "Net Proceeds" means gross proceeds (cash and non-cash) or other
consideration paid to, or received by, the Borrower, NIM Holdings or any
Subsidiary of the Borrower from (a) any Asset Disposition (including, without
limitation, issuance or assumption of Indebtedness or the issuance of
Securities), net of customary and reasonable settlement costs, fees, expenses
and Taxes payable in connection with such Asset Disposition or (b) any sale,
issuance or other offering of Indebtedness or Securities, net of customary and
reasonable closing costs, fees and expenses.

      "Nevada Bond Letter of Credit" means that certain irrevocable letter of
credit issued by the Agent for the account of the Borrower in the original
stated amount of $6,271,233, for the benefit of the Manufacturers and Traders
Trust Company, as Trustee, and as security for the Nevada Bonds, as the same may
be amended, restated, reissued, renewed, supplemented, replaced or otherwise
modified at any time and from time to time.

      "Nevada Bond Letter of Credit Agreement" means that certain letter of
credit reimbursement agreement by and between the Agent and the Borrower
pursuant to which the Borrower will agree to reimburse the Agent for any amounts
drawn under the Nevada Bond Letter of Credit and to pay certain fees, interest
and other amounts payable to the Agent with respect to the Nevada Bond Letter of
Credit, as the same may be amended, restated, supplemented, replaced or
otherwise modified at any time and from time to time.

      "Nevada Bond Letter of Credit Agreement Documents" means all instruments,
agreements or documents previously, simultaneously or hereafter executed and
delivered by the Borrower, any Guarantor and/or any other Person, singly or
jointly with another Person or Persons, evidencing, securing, guarantying or in
connection with the Nevada Bond


                                       30
<PAGE>

Letter of Credit, and/or any or all of the Nevada Bonds, all as the same may be
amended, restated, supplemented, replaced or otherwise modified at any time and
from time to time.

      "Nevada Bond Letter of Credit Obligations" means the collective reference
to all Obligations of the Borrower under and with respect to the Nevada Letter
of Credit, the Nevada Bond Letter of Credit Agreement, and/or any of the Nevada
Bond Letter of Credit Agreements.

      "Nevada Bond Trust Agreement" means that certain trust indenture dated as
of April 1, 1991 by and between the Nevada Trustee and The City of Henderson,
Nevada Public Improvement Trust, relating to the Nevada Bonds, as amended,
restated, supplemented or otherwise modified at any time and from time to time.

      "Nevada Bond Trustee" means Manufacturers and Traders Trust Company, and
its successors and assigns, as trustee under the Nevada Bond Trust Agreement.

      "Nevada Bonds" means the City of Henderson, Nevada Public Improvement
Trust Variable Rate Demand Refunding Bonds (Berry Plastics Corporation Project),
Series 1991, issued by the City of Henderson Nevada Public Improvement Trust in
the original aggregate principal amount of Eight Million Dollars ($8,000,000).

      "NIM Holdings" means NIM Holdings Limited, a company organized and
existing under the laws of England, and its successors and assigns.

      "Non-Ratable Loan" means an advance under the Revolving Loan made by the
Agent in accordance with the provisions of Section 2.11.3(c) (Settlement
Procedures as to Revolving Loan).

      "Note" means any Revolving Credit Note, any Term Loan A Note, any Term
Loan B Note, the UK Revolving Credit Note, or the UK Term Note, as the case may
be, and "Notes" means collectively each Revolving Credit Note, each Term Loan A
Note, each Term Loan B Note, the UK Revolving Credit Note, the UK Term Note, and
any other promissory note which may from time to time evidence all or any
portion of the Obligations.

      "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 the Lenders, Bank of
America with respect to the UK Obligations, and/or 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,


                                       31
<PAGE>

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 and/or any Subsidiary Guarantor to the Agent and/or to any Lender
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.

      "Outstanding Bond Letter of Credit Obligations" has the meaning described
in Section 2.5.3 (Terms of Bond Letters of Credit).

      "Outstanding Letter of Credit Obligations" has the meaning described in
Section 2.4.3 (Terms of Letters of Credit).

      "PackerWare" means PackerWare Corporation, a corporation organized and
existing under the laws of the State of Delaware, and its successors and
assigns.

      "Parent" means BPC Holding Corporation, a corporation organized and
existing under the laws of the State of Delaware, and its successors and
assigns.

      "Patents" means and includes, in each case whether now existing or
hereafter arising, all of the rights, title and interest of the Borrower, Berry
UK, NIM Holdings and each Subsidiary Guarantor in and to (a) any and all patents
and patent applications, (b) any and all inventions and improvements described
and claimed in such patents and patent applications, (c) reissues, divisions,
continuations, renewals, extensions and continuations-in-part of any patents and
patent applications, (d) income, royalties, damages, claims and payments now or
hereafter due and/or payable under and with respect to any patents or patent
applications, including, without limitation, damages and payments for past and
future infringements, (e) rights to sue for past, present and future
infringements of patents, and (f) all rights corresponding to any of the
foregoing throughout the world.

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Permitted Acquisition" means the acquisition or purchase of, or
investment in, any Person, any operating division or unit of any Person, or the
capital stock or Assets of any Person or the combination with any Person by the
Borrower or any Subsidiary Guarantor (each individually, a "Subject
Transaction") regardless of the structure of the Subject Transaction, engaged
principally in the lines of business set forth in Section 6.1.7 (Line of
Business); provided, however that:

            (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:


                                       32
<PAGE>

                  (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, or

                  (2) Twenty Million Dollars ($20,000,000),

            (ii) the aggregate purchase prices of, investments in, acquisition
      expenditures relating to (excluding customary and reasonable transaction
      costs) and assumed Liabilities in connection with all Subject Transactions
      made on or after the Closing Date, excluding the Poly-Seal Stock Purchase
      Transaction, shall not exceed Thirty Million Dollars ($30,000,000),

            (iii) such Subject Transaction shall not otherwise constitute or
      give rise to a Default or an Event of Default,

            (iv) the Borrower shall have furnished financial projections in form
      and content reasonably acceptable to the Agent which give effect to such
      Subject Transaction and which project that such Subject Transaction would
      not cause a Default or Event of Default (provided that the Agent and the
      Lenders agree that such projections shall not constitute a guaranty of
      actual performance),

            (v) if requested by the Agent or the Requisite Lenders, a Phase I
      environmental assessment of any real property to be acquired or purchased
      or owned by any Person to be acquired or purchased or owned by any Person
      in which the Borrower or any Subsidiary intends to make an investment, has
      been performed by a reputable and recognized environmental consulting firm
      engaged by the Borrower and reasonably acceptable to the Agent and has
      revealed no material Hazardous Materials Contamination or material
      violations of any Environmental Laws, the non-remediation of or
      non-compliance with which would result in a material Liability not
      reflected in the purchase price,

            (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 merged into a Subsidiary of the Borrower created for the
      express purpose of consummating the proposed acquisition:

                  (1) the Borrower shall execute all documents and take such
            other actions as the Agent may reasonably require to grant to the
            Agent and the Lenders a first priority Lien on one hundred percent
            (100%) of the stock of such Subsidiary (except that with respect to
            the formation of a foreign Subsidiary, the Borrower shall be
            required only to pledge sixty-five percent (65%)


                                       33
<PAGE>

            of the stock of such foreign Subsidiary, as security for all of the
            Obligations, excluding those Obligations made available to such
            foreign Subsidiary (or any Subsidiary thereof), and to pledge one
            hundred percent (100%) of the stock of such foreign Subsidiary, as
            security for all of Obligations made available to such foreign
            Subsidiary (or any Subsidiary thereof), which one hundred percent
            (100%) pledge shall reduce to sixty-five percent (65%) at such time
            as all obligations under the Subordinated Debt have been paid in
            full), and

                  (2) such Subsidiary 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 neither Berry UK nor NIM Holdings shall
            be designated or required to qualify as a Subsidiary Guarantor,

            (vii) after giving effect to any borrowings under the Revolving
      Loan, if any, needed to finance the Subject Transaction, the Borrower and
      the Subsidiary Guarantors shall have availability under the Revolving Loan
      or, with respect to the Poly-Seal Stock Purchase Transaction only, unused
      availability under the Borrowing Base in an amount at least equal to
      Twenty Million Dollars ($20,000,000), if higher, and are reasonably
      expected to have such minimum availability for a period of ten (10)
      Business Days after closing and consummation of the Subject Transaction,

            (viii) all legal matters incident to the Subject Transaction shall
      be acceptable to the Agent in its reasonable discretion,

            (ix) the Agent shall have been given no less than thirty (30) days
      prior written notice of any proposed Subject Transaction and shall have
      been provided with all information which it may have reasonably requested
      in connection with such proposed Subject Transaction,

            (x) if requested by the Agent, the Agent shall have received, prior
      to or simultaneously with the closing of a Subject Transaction, an opinion
      of counsel reasonably acceptable to the Agent in all respects covering the
      Borrower's or the relevant Subsidiary's, as the case may be, due
      incorporation, valid existence, good standing and power and authority to
      enter into the documents contemplated by this Agreement and the Subject
      Transaction and such other matters as may be reasonably requested by the
      Agent,

            (xi) unless otherwise agreed by the Requisite Lenders, no Subject
      Transaction shall be permitted by the terms of this Agreement if the
      Borrower, Berry UK, NIM Holdings and the Subsidiary Guarantors, on a
      consolidated basis and taken as a whole, have had, immediately prior


                                       34
<PAGE>

      to the date of the closing of such Subject Transaction, three (3)
      consecutive months of net operating losses, and

            (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
      in any fiscal year shall not exceed Twenty Million Dollars ($20,000,000).

The Borrower understands and agrees that the Agent shall have no obligation or
commitment to include any of the assets or properties of any Person acquired in
the Borrowing Base pursuant to a Subject Transaction. The Agent and the Lenders
agree, however, that if after completion and review of a satisfactory field
examination of the Assets and properties which constitute or are part of a
Permitted Acquisition, such Assets and properties shall be included in the
Borrowing Base if the results of such field examination and audit are reasonably
acceptable in all respects to the Agent in its discretion and such Assets and
properties otherwise satisfy the eligibility criteria for inclusion in the
Borrowing Base. In addition, the Agent and the Lenders agree that the purchase
of certain assets of Capsal-Certwood UK Ltd. by Berry UK shall constitute a
Permitted Acquisition; provided that Berry UK and/or the Borrower satisfy
subparts (ii), (iii), (vi), (viii), (x), (xi) and (xii) of this definition of
Permitted Acquisition.

      "Permitted Asset Disposition" means any one of the following Asset
Dispositions; provided that no such Asset Disposition shall be permitted at any
time following the occurrence of a Default or an Event of Default or if and to
the extent any such Asset Disposition would give rise to a Default or an Event
of Default, unless otherwise agreed in writing by the Requisite Lenders:

      (a) an Asset Disposition which satisfies the following conditions:

                  (i) the sum of (A) the Net Proceeds to be paid to or received
            by the Borrower and/or any Subsidiary with respect to such Asset
            Disposition, plus (B) the aggregate amount of all Net Proceeds paid
            to or received by the Borrower and/or any or all Subsidiaries, is
            less than or equal to One Million Dollars ($1,000,000) during any
            fiscal year, and

                  (ii) none of the Assets sold under this clause (a) constitute
            molds used in the business of the Borrower, NIM Holdings, Berry UK
            or any Subsidiary Guarantor.

      (b) sales of Inventory in the ordinary course of business,

      (c) the licensing of Patents, Trademarks and/or Copyrights, in the
      ordinary course of business,


                                       35
<PAGE>

      (d) dispositions of worn, used, surplus or obsolete tangible property in
      the ordinary course of business; provided that any the proceeds of any
      such disposition shall be subject to the Lien of the Agent and the Lenders
      as provided herein,

      (e) dispositions of Assets (including Net Casualty Proceeds) to the extent
      such Assets are replaced with Assets of similar kind and function,
      provided that the replacement Assets shall be purchased no later than
      ninety (90) days following the Asset Disposition, the replacement Assets
      (which shall constitute Collateral) shall be free and clear of Liens other
      than Permitted Liens that are not Liens securing purchase money or finance
      lease arrangements, and the Borrower, Berry UK, NIM Holdings or the
      Subsidiary Guarantor, as the case may be, shall give the Agent at least
      ten (10) days prior written notice of such Asset Disposition, except for
      an Asset Disposition which constitutes a casualty,

      (f) intercompany sales, leases or other dispositions of Assets among and
      between the Borrower and any and all Subsidiary Guarantors; provided, that
      any such Assets sold, leased or otherwise disposed of as between the
      Borrower and any and all Subsidiary Guarantors shall remain subject to the
      Liens of the Agent and the Lenders under this Agreement and under the
      other Financing Documents; no intercompany sales, leases or other
      dispositions of Assets among and between Berry UK or NIM Holdings and the
      Borrower or any Subsidiary Guarantor shall be permitted without the prior
      written consent of the Agent, except that Berry UK and/or NIM Holdings may
      sell, lease or otherwise transfer Assets to the Borrower, provided that
      such Assets become subject to a first priority perfected Lien of the Agent
      and the Lenders (subject only to Permitted Liens) immediately upon any
      sale or other transfer.

      (g) the sale of any Fixed or Capital Assets acquired by the Borrower,
      Berry UK, NIM Holdings or any Subsidiary Guarantor and the leaseback of
      such Assets within thirty (30) days of acquisition, but only as
      contemplated and required as part of an intended Capital Lease transaction
      at the time of acquisition,

      (h) the sale of molds by the Borrower, Berry UK, NIM Holdings or any
      Subsidiary Guarantor; provided that the aggregate Net Proceeds of any and
      all such molds outside the ordinary course of business shall not exceed
      Five Hundred Thousand Dollars ($500,000) in any fiscal year,

      (i) the sale, transfer or other conveyance of the issued and outstanding
      capital stock of Poly-Seal to the Borrower, as contemplated by the
      Poly-Seal Stock Purchase Transaction,

      (j) the sale of the real property and improvements subject to the lien of
      the Deed of Trust - Arlington Heights, provided that the Net Proceeds of
      such sale are used within 180 days of their receipt to purchase other
      Fixed or Capital Assets which are to be subject to Liens in favor of the
      Agent and the Lenders,

      (k) the sale of a portion of the real property and improvements subject to
      the lien of the Deed of Trust - Evansville as more particularly described
      on Schedule 1.1B -


                                       36
<PAGE>

      Evansville Sale Leaseback attached hereto and made a part hereof, provided
      that the Net Proceeds of such sale are used within 180 days of their
      receipt to purchase other Fixed or Capital Assets which are to be subject
      to Liens in favor of the Agent and the Lenders; and

      (l) the sale of Fixed or Capital Assets that are sold in connection with a
      sale-leaseback transaction referred to in clause (A) of the last sentence
      of Section 6.2.16.

      "Permitted Liens" means: (a) Liens for Taxes (i) which are not delinquent
or (ii) which (1) are being diligently contested in good faith and by
appropriate proceedings, (2) the Borrower, Berry UK, NIM Holdings or the
Subsidiary Guarantor, as appropriate, has the financial ability to pay, with all
penalties and interest, at all times without materially and adversely affecting
the Borrower, Berry UK, NIM Holdings or the Subsidiary Guarantor, as
appropriate, and (3) are not, and will not be with appropriate filing, the
giving of notice and/or the passage of time, entitled to priority over any Lien
of the Agent and/or the Lenders unless and to the extent that a reserve has been
established against the Borrowing Base (or the UK Borrowing Base, as
appropriate) in an amount equal to the maximum liability under and in connection
with such Taxes, which reserve shall be established by the Agent upon the
Borrower's request; (b) deposits or pledges to secure obligations under workers'
compensation, social security or similar laws, or under unemployment insurance
in the ordinary course of business; (c) Liens securing the Obligations; (d)
judgment Liens to the extent the entry of such judgment does not constitute an
Event of Default under the terms of this Agreement or result in the sale or levy
of, or execution on, any of the Collateral; (e) such other Liens, if any, as are
set forth on Schedule 4.1.22 attached hereto and made a part hereof; (f)
deposits, liens or pledges to secure payments of unemployment and other
insurance, old-age pensions or other social security obligations, or the
performance of bids, tenders, leases, contracts, public or statutory
obligations, surety, stay or appeal bonds, or other similar obligations arising
in the ordinary course of business; (g) statutory mechanics', workers',
repairmen's, warehousemen's, vendors' or carriers' Liens or other similar
statutory Liens arising in the ordinary course of business and securing sums
which are not more than thirty (30) days past due, provided that such statutory
Liens do not materially impair or affect the use or value of any of the
Collateral; (h) statutory landlord's Liens under leases to which the Borrower,
Berry UK, NIM Holdings or any Subsidiary is a party; (i) zoning restrictions,
easements, rights of way, licenses and restrictions on the use of real property
or minor irregularities in title thereto which do not materially impair the use
or value of any such real property; (j) "Permitted Encumbrances" (as defined in
each of the Deeds of Trust); (k) Liens securing Indebtedness for Borrowed Money
permitted by the provisions of Section 6.2.4(g), Section 6.2.4(n) or Refinancing
Indebtedness with respect thereto permitted by the provisions of Section
6.2.4(m); (l) Liens securing obligations under Capital Leases to the extent such
Capital Leases are permitted by the provisions of this Agreement, and (m) any
Lien arising under any retention of title arrangements entered into in the
ordinary course of trading and not entered into primarily for the purposes of
securing borrowings.

      "Permitted Uses" means (a) the acquisition of one hundred percent (100%)
of the capital stock of Poly-Seal through the Poly-Seal Stock Purchase
Transaction by the Borrower, (b) the refinancing and payment of all obligations
of Poly-Seal to any lenders with respect to any Indebtedness for Borrowed Money
existing as of the Closing Date, (c) the payment of all costs and expenses
reasonably incurred in connection with the closing and consummation of the
transactions contemplated by this Agreement, including the Poly-Seal Stock
Purchase


                                       37
<PAGE>

Transaction, (d) the payment of expenses incurred in the ordinary course of
business of the Borrower or any Subsidiary Guarantor, (e) the acquisition of any
Permitted Acquisition as and to the extent permitted by the provisions of this
Agreement, (f) the payment of all costs and expenses reasonably incurred in
connection with the closing and consummation of a Permitted Acquisition, (g)
with respect to the Revolving Loan for general corporate purposes of the
Borrower or any Subsidiary Guarantor and with respect to the UK Revolving Loan
for general corporate purposes of Berry UK or NIM Holdings.

      "Person" means and includes an individual, a corporation, a partnership, a
joint venture, a limited liability company or partnership, a trust, an
unincorporated association, a Governmental Authority, or any other organization
or entity.

      "Plan" means any pension plan which is covered by Title IV of ERISA and in
respect of which the Borrower, any Subsidiary of the Borrower or a Commonly
Controlled Entity is an "employer" as defined in Section 3 of ERISA.

      "Poly-Seal" means Poly-Seal Corporation, a corporation organized and
existing under the laws of the State of Delaware, and its successors and
assigns.

      "Poly-Seal Stock" means all capital stock issued by Poly-Seal acquired or
to be acquired by the Borrower, all in accordance with the Poly-Seal Stock
Purchase Transaction, together with any and all proceeds and products thereof.

      "Poly-Seal Stock Purchase Agreement" means that certain Agreement and Plan
of Merger dated as of May ___, 2000 by and among the Borrower, Berry Plastics
Acquisition and the shareholders of Poly-Seal, as the same may from time to time
be amended, restated, supplemented or modified, together with any and all
exhibits and schedules thereto, amendments, modifications, and supplements
thereto, restatements thereof, and substitutes therefor.

      "Poly-Seal Stock Purchase Documents" means collectively the Poly-Seal
Stock Purchase Agreement and any and all other agreements, documents or
instruments, previously, now or hereafter executed and delivered by the
Borrower, or any other Person in connection with the Poly-Seal Stock Purchase
Transaction, as the same may from time to time be amended, restated,
supplemented and modified.

      "Poly-Seal Stock Purchase Transaction" means the acquisition of all issued
and outstanding capital stock of Poly-Seal by the Borrower in accordance with
the provisions of the Poly-Seal Stock Purchase Agreement.

      "Post-Default Rate" means with respect to the principal balance of any of
the Obligations, the then applicable rate of interest on such Obligations, plus
two percent (2%) per annum.

      "Post-Expiration Date Letter of Credit" and "Post-Expiration Date Letters
of Credit" have the meanings described in Section 2.4.3 (Terms of Letters of
Credit).


                                       38
<PAGE>

      "Preferred Stock" means the issued and outstanding class of Series A-1
Preferred Stock issued by the Parent for sale to one or more of the Parent's
existing shareholders for an aggregate purchase price of Twenty-five Million
Dollars ($25,000,000).

      "Preferred Stock Shareholder Agreements" means any and all agreements,
documents or instruments now or at any time executed and delivered in connection
with the issuance, sale or purchase of the Preferred Stock, as the same may from
time to time be amended, restated, supplemented or modified.

      "Prepayment" means a Revolving Loan Mandatory Prepayment, a Revolving Loan
Optional Prepayment, a Term Loan A Mandatory Prepayment, a Term Loan A Optional
Prepayment, a Term Loan B Mandatory Prepayment, a Term Loan B Optional
Prepayment, a UK Revolving Loan Mandatory Prepayment, a UK Revolving Loan
Optional Prepayment, a UK Term Loan Optional Prepayment or a UK Term Loan
Mandatory Prepayment, as the case may be, and "Prepayments" mean collectively
all Revolving Loan Mandatory Prepayments, all Revolving Loan Optional
Prepayments, all Term Loan A Mandatory Prepayments, all Term Loan A Optional
Prepayments, all Term Loan B Mandatory Prepayments, all Term Loan B Optional
Prepayments, all UK Revolving Loan Mandatory Prepayments, all UK Revolving Loan
Optional Prepayments, all UK Term Loan Mandatory Prepayments and all UK Term
Loan Optional Prepayments.

      "Pricing Ratio" means as to the Borrower, Berry UK, NIM Holdings and the
Subsidiary Guarantors, on a consolidated basis, the ratio of (a) Funded Debt to
(b) EBITDA. For purposes of this definition, the calculation of EBITDA shall
include each Subject Transaction which constitutes a Permitted Acquisition, with
such calculations to be based on a twelve (12) month trailing period reflecting
actual and historical performance of the Subject Transaction.

      "Prime Rate" means the floating and fluctuating per annum prime commercial
lending rate of interest of the Agent, as established by the Agent at any time
or from time to time. The Prime Rate shall be adjusted automatically, without
notice, as of the effective date of any change in such prime commercial lending
rate. The Prime Rate does not necessarily represent the lowest rate of interest
charged by the Agent to borrowers.

      "Proposed Assignee" has the meaning described in Section 9.5 (Assignments
by Lenders).

      "Pro-forma Financial Projections" has the meaning described in Section
4.1.12 (Pro-forma Financial Statements).

      "Pro-forma Financial Statements" has the meaning described in Section
4.1.12 (Pro-forma Financial Statements).

      "Pro Rata Share" means at any time and as to any Lender, the percentage
derived by dividing the unpaid principal amount of the Loans, Bond Letter of
Credit Obligations, and Letter of Credit Obligations, owing to that Lender by
the aggregate unpaid principal amount of all Loans, Bond Letter of Credit
Obligations, and Letter of Credit Obligations, then outstanding; or if no Loans,
Bond Letter of Credit Obligations or Letter of Credit Obligations are
outstanding, by


                                       39
<PAGE>

dividing the total amount of such Lender's Commitments by the total amount of
the Commitments of the Agent and all of the Lenders.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA or the regulations thereunder.

      "Responsible Officer" means for the Borrower, NIM Holdings or Berry UK, as
applicable, its chief executive officer, any vice president or president or,
with respect to financial matters, its chief financial officer.

      "Requisite Lenders" means at any time of determination one or more of the
Lenders holding at least fifty-one percent (51%) of the Commitments.

      "Reserve Percentage" means, at any time, the then current maximum rate for
which reserves (including any basic, supplemental, marginal and emergency
reserves) are required to be maintained by member banks of the Federal Reserve
System under Regulation D of the Board of Governors of the Federal Reserve
System against "Eurocurrency liabilities", as that term is defined in Regulation
D. The LIBOR Rate shall be adjusted automatically on and as of the effective
date of any change in the Reserve Percentage. The Agent hereby advises the
Borrower and NIM Holdings that as of the date of this Agreement, the Reserve
Percentage is equal to zero.

      "Revolving Credit Commitment" means the agreement of a Lender relating to
the making the Revolving Loan and advances thereunder subject to and in
accordance with the provisions of this Agreement; and "Revolving Credit
Commitments" means the collective reference to the Revolving Credit Commitment
of each of the Lenders.

      "Revolving Credit Commitment Period" means the period of time from the
Closing Date to the Business Day preceding the Revolving Credit Termination
Date.

      "Revolving Credit Committed Amount" has the meaning described in Section
2.1.1 (Revolving Credit Facility).

      "Revolving Credit Facility" means the facility established by the Lenders
pursuant to Section 2.1 (Revolving Credit Facility).

      "Revolving Credit Note" and "Revolving Credit Notes" have the meanings
described in Section 2.1.5 (Revolving Credit Notes).

      "Revolving Credit Optional Reduction" and "Revolving Credit Optional
Reductions" have the meanings described in Section 2.1.11 (Optional Reduction of
Revolving Credit).

      "Revolving Credit Pro Rata Share" has the meaning described in Section
2.1.2 (Procedure for Making Advances).

      "Revolving Credit Termination Date" means the earlier of (a) January 21,
2002, (b) the repayment or prepayment of the Term Loans in full, (c) the date on
which the Revolving Credit Commitments are terminated pursuant to Section 7.2
(Remedies) or otherwise.


                                       40
<PAGE>

      "Revolving Credit Unused Line Fee" and "Revolving Credit Unused Line Fees"
have the meanings described in Section 2.1.10 (Revolving Credit Unused Line
Fee).

      "Revolving Loan" has the meaning described in Section 2.1.1 (Revolving
Credit Facility).

      "Revolving Loan Account" has the meaning described in Section 2.1.9
(Revolving Loan Account).

      "Revolving Loan Mandatory Prepayment" and "Revolving Loan Mandatory
Prepayments" have the meanings described in Section 2.1.6 (Mandatory
Prepayments).

      "Revolving Loan Optional Prepayment" and "Revolving Loan Optional
Prepayments" have the meanings described in Section 2.1.7 (Optional Prepayments
of Revolving Loan).

      "Right of First Refusal Notice" has the meaning described in Section 9.5
(Assignments by Lenders).

      "Securities" means the collective reference to each and every certificated
or uncertificated security which constitutes a "security" under the provisions
of Title 8 of the Uniform Commercial Code, and all proceeds (cash and non-cash)
of the foregoing and to each and every "investment property" under the
provisions of Title 9 of the Uniform Commercial Code (if that definition is
included in that Title), and all proceeds (cash and non-cash) of the foregoing.

      "Security Agreement" means that certain amended and restated security
agreement dated as of the date hereof from each Subsidiary Guarantor to the
Agent for the benefit of the Lenders, ratably, and the Agent, all as amended,
restated, supplemented or otherwise modified in writing at any time and from
time to time.

      "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
and/or the Lenders 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, and the UK Security Documents.

      "Security Procedures" means the rules, policies and procedures adopted and
implemented by the Agent and its Affiliates at any time and from time to time
with respect to security procedures and measures relating to electronic funds
transfers, all as the same may be amended, restated, supplemented, terminated,
or otherwise modified at any time and from time to time by the Agent in its sole
and absolute discretion.

      "Seller" means all of the shareholders of Poly-Seal immediately prior to
consummation of the Poly-Seal Stock Purchase Transaction.


                                       41
<PAGE>

      "Senior Secured Debt - Parent" means that certain Indebtedness for
Borrowed Money of the Parent (and all guarantees thereof by the Borrower and its
Subsidiaries) in favor of First Trust of New York, National Association, as
trustee for the holders of the 12-1/2% Series A Senior Secured Notes due 2006
and the 12-1/2% Series B Secured Notes due 2006 in a stated principal amount of
One Hundred Five Million Dollars ($105,000,000).

      "Senior Secured Debt Loan Documents" means any and all promissory notes,
agreements, documents or instruments now or at any time evidencing, securing,
guarantying or otherwise executed and delivered in connection with the Senior
Secured Debt - Parent, as the same may from time to time be amended, restated,
supplemented or modified.

      "Settlement Date" means each Business Day after the Closing Date selected
by the Agent in its sole discretion subject to and in accordance with the
provisions of Section 2.11.3(a) (Settlement Procedures) as of which a Settlement
Report is delivered by the Agent and on which settlement is to be made among the
Lenders in accordance with the provisions of Section 2.11.3 (Settlement
Procedures).

      "Settlement Report" means each report prepared by the Agent and delivered
to each Lender and setting forth, among other things, as of the Settlement Date
indicated thereon and as of the next preceding Settlement Date, the aggregate
outstanding principal balance of the Revolving Loan, each Lender's Pro Rata
Share thereof, each Lender's Net Outstandings and all Non-Ratable Loans made,
and all payments of principal, interest and Fees received by the Agent from the
Borrower during the period beginning on such next preceding Settlement Date and
ending on such Settlement Date.

      "State" means the State of Maryland.

      "Sterling" means British Pounds Sterling.

      "Sterling Interest Period" means as to any Sterling LIBOR Loan, the period
commencing on and including the date such Sterling LIBOR Loan is made and ending
on and including the day which is 7, 30, 60 or 90 days thereafter, as selected
by Berry UK or NIM Holdings in accordance with the provisions of this Agreement,
and thereafter, each period commencing on the last day of the then preceding
Sterling Interest Period for such Sterling LIBOR Loan and ending on and
including the day which is 7, 30, 60 or 90 days thereafter, as selected by Berry
UK or NIM Holdings in accordance with the provisions of this Agreement;
provided, however, that:

            (a)   the first day of any Sterling Interest Period shall be a
                  Business Day;

            (b)   if any Sterling Interest Period would end on a day that is not
                  a Business Day, such Sterling Interest Period shall be
                  extended to the next succeeding Business Day unless such next
                  succeeding Business Day would fall in the next calendar month
                  in which case, such Sterling Interest Period shall end on the
                  next preceding Business Day;

            (c)   no Sterling Interest Period shall extend beyond the UK
                  Revolving Credit Termination Date or the scheduled maturity
                  date of the UK Term Loan; and


                                       42
<PAGE>

            (d)   no Sterling Interest Period greater than 30 days may be
                  selected by Berry UK or NIM Holdings for any Sterling LIBOR
                  Loan made under the UK Revolving Credit Facility and no
                  Sterling Interest Period which is less than 30 days may be
                  selected by NIM Holdings for the UK Term Loan.

      "Sterling LIBOR Lending Office" means with respect to Bank of America,
Bank of America, N.A. (London England Branch Office) or such other branch or
office of Bank of America as designated by Bank of America in the United Kingdom
from time to time as the branch or office through which the Sterling LIBOR
Loans, UK Revolving Loans and the UK Term Loan are to be made or maintained.

      "Sterling LIBOR Base Rate" means for any Sterling Interest Period with
respect to any Sterling LIBOR Loan, the rate per annum (rounded upward, if
necessary, to the nearest next 1/100 of 1%) appearing on Telerate Page 3750 (or
any successor page) as the London interbank offered rate for deposits in
Sterling at approximately 11:00 a.m. (London time) on the first Business Day of
the Sterling Interest Period for a term comparable to such Sterling Interest
Period. If for any reason such rate is not available, the term "Sterling LIBOR
Base Rate" shall mean, for any Sterling LIBOR Loan for any Sterling Interest
Period, therefor, the rate per annum (rounded upward, if necessary, to the
nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Sterling at approximately 11:00 a.m.
(London time) on the first Business Day of the Sterling Interest Period;
provided, however, if more than one rate is specified on Reuters Screen LIBO
page, the applicable rate shall be the arithmetic mean of all such rates. For
purposes of this definition, Telerate Page 3750 refers to the British Bankers'
Association LIBOR Rates (determined at approximately 11:00 a.m. (London time)
that are published by Dow Jones Telerate, Inc.

      "Sterling LIBOR Loan" means any Loan for which interest is to be computed
with reference to the Sterling LIBOR Rate.

      "Sterling LIBOR Rate" means for any Sterling Interest Period with respect
to any Sterling LIBOR Loan, (a) the Sterling LIBOR Base Rate, plus (b) the
Applicable Margin, plus (c) the Mandatory Liquid Assets Cost Rate for such
Sterling Interest Period

      "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, all
as the same may from time to time be amended, restated, supplemented or
otherwise modified, which Stock Pledge Agreement (other than the UK Stock Pledge
Agreement) grants, pledges and assigns to the Agent for the benefit of the
Lenders ratably and the Agent, a first priority pledge and assignment of one
hundred percent (100%) of the capital stock of each Subsidiary Guarantor and
which UK Stock Pledge Agreement grants, pledges and assigns to Bank of America,
a first priority pledge and assignment of one hundred percent (100%) of the
capital stock of NIM Holdings (which one hundred percent (100%) pledge reduces
to sixty-five percent (65%) at such time as all obligations under the
Subordinated Debt have been paid in full) and grants, pledges and assigns to the
Agent for the benefit of the Lenders ratably and the Agent,


                                       43
<PAGE>

a second priority pledge and assignment of sixty-five percent (65%) of the
capital stock of NIM Holdings.

      "Stockholder's Equity" means as to the Borrower, Berry UK, NIM Holdings
and each of the Subsidiary Guarantors, 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.

      "Subject Transaction" has the meaning given such term in the definition of
Permitted Acquisition.

      "Subordinated Debt" means collectively (i) that certain Indebtedness for
Borrowed Money of the Borrower (and all guarantees thereof by the Borrower and
its Subsidiaries) in favor of United States Trust Company of New York, as
trustee for the holders of the 12-1/4% Senior Subordinated Notes due 2004 in a
stated principal amount of One Hundred Million Dollars ($100,000,000), (ii) the
Additional Subordinated Debt, and (iii) the Additional Subordinated Debt
(Cardinal).

      "Subordinated Debt Loan Documents" means any and all promissory notes,
agreements, documents or instruments now or at any time evidencing, securing,
guarantying or otherwise executed and delivered in connection with the
Subordinated Debt, as the same may from time to time be amended, restated,
supplemented or modified.

      "Subordinated Indebtedness" means all Indebtedness, including, without
limitation, the Subordinated Debt, incurred at any time by the Borrower as and
to the extent permitted by the provisions of Section 6.2.4 (Indebtedness), which
is subordinated to the Obligations, as set forth in one or more written
agreements, all in form and substance satisfactory to the Agent in its
reasonable discretion. The Agent and the Lenders agree that Subordinated
Indebtedness does not include the Senior Secured Debt - Parent.

      "Substitute Purchaser" has the meaning described in Section 9.5
(Assignments by Lenders).

      "Subsidiary" means with respect to any Person, any other Person owning the
majority of the voting shares of such first Person.

      "Subsidiary Guarantor" means BIC, BTP, AeroCon, Berry Sterling,
PackerWare, Berry Design, Berry Venture, Venture Southeast, Venture Midwest,
Knight, CPI, Cardinal, Poly-Seal or any other domestic Subsidiary (organized and
existing under the laws of any state in the United States) of the Borrower or
the Parent which is designated and qualifies as a Subsidiary Guarantor in
accordance with the provisions of Section 6.2.2 (Subsidiaries), or any of their
respective successors and assigns, as the case may be; and, "Subsidiary
Guarantors" means BIC, BTP, AeroCon, Berry Sterling, Berry Design, PackerWare,
Berry Venture, Venture Southeast, Venture Midwest, Knight, CPI, Cardinal,
Poly-Seal and each other domestic Subsidiary of the Borrower designated and
qualified as a "Subsidiary Guarantor" in accordance with the provisions of
Section 6.2.2 (Subsidiaries), and all of their respective successors and
assigns.


                                       44
<PAGE>

      "Tangible Capital Funds" means as to the Borrower, Berry UK, NIM Holdings
and each of the Subsidiary Guarantors, 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.

      "Taxes" means all taxes and assessments whether general or special,
ordinary or extraordinary, or foreseen or unforeseen, of every character
(including all penalties or interest thereon), which at any time shall be
assessed, levied, confirmed or imposed by any Governmental Authority on the
Borrower, any Subsidiary Guarantor, Berry UK, NIM Holdings or any of its or
their properties or Assets or any part thereof or in respect of any of its or
their franchises, businesses, income or profits.

      "Term Loan A" and "Term Loans A" have the meanings described in Section
2.2 (Term Loan A Facility).

      "Term Loan B" and "Term Loans B" have the meanings described in Section
2.3.1 (Term Loan B Commitments).

      "Term Loan A Commitment" and "Term Loan A Commitments" have the meanings
described in Section 2.2.1 (Term Loan A Commitments).

      "Term Loan B Commitment" and "Term Loan B Commitments" have the meanings
described in Section 2.3.1 (Term Loan B Commitments).

      "Term Loan A Committed Amount" has the meaning described in Section 2.2.1
(Term Loan A Commitments).

      "Term Loan B Committed Amount" has the meaning described in Section 2.3.1
(Term Loan B Commitments).

      "Term Loan A Facility" means the facility established by the Lenders
pursuant to Section 2.2 (Term Loan A Facility).

      "Term Loan B Facility" means the facility established by the Lenders
pursuant to Section 2.3 (Term Loan B Facility).

      "Term Loan B Fee" and "Term Loan B Fees" have the meaning described in
Section 2.3.5 (Term Loan B Fees).

      "Term Loan A Increase" has the meaning described in Section 2.2.1(Term
Loan A Commitments).

      "Term Loan B Increase" has the meaning described in Section 2.3.1 (Term
Loan B Commitments).

      "Term Loan A Mandatory Prepayment" and "Term Loan A Mandatory Prepayments"
have the meanings described in Section 2.2.3 (Mandatory Prepayments of Term Loan
A).


                                       45
<PAGE>

      "Term Loan B Mandatory Prepayment" and "Term Loan B Mandatory Prepayments"
have the meanings described in Section 2.3.3 (Mandatory Prepayments of Term Loan
B).

      "Term Loan A Optional Prepayment" and "Term Loan A Optional Prepayments"
have the meanings described in Section 2.2.4 (Optional Prepayments of Term Loans
A).

      "Term Loan B Optional Prepayment" and "Term Loan B Optional Prepayments"
have the meanings described in Section 2.3.4 (Optional Prepayments of Term Loan
B).

      "Term Loan A Pro Rata Share" has the meaning described in Section 2.2
(Term Loan A Facility).

      "Term Loan B Pro Rata Share" has the meaning described in Section 2.3.1
(Term Loan B Commitments).

      "Term Loan A Note" and "Term Loan A Notes" have the meaning described in
Section 2.2.2 (Amortization of Term Loans A).

      "Term Loan B Note" and "Term Loan B Notes" have the meaning described in
Section 2.3.2 (Amortization of Term Loans B).

      "Term Loan" means either a Term Loan A, a Term Loan B or a UK Term Loan;
and "Term Loans" means each Term Loan A, Term Loan B and each UK Term Loan.

      "Term Note" means a Term Loan A Note, a Term Loan B Note or a UK Term Loan
Note; "Term Notes" means each Term Loan A Note, each Term Loan B Note and each
UK Term Loan Note.

      "Total Revolving Credit Committed Amount" has the meaning described in
Section 2.1.1 (Revolving Credit Facility).

      "Total Term Loan A Committed Amount" has the meaning described in Section
2.2.1 (Term Loan A Commitments).

      "Total Term Loan B Committed Amount" has the meaning described in Section
2.3.1 (Term Loan B Commitments).

      "Trademarks" means and includes in each case whether now existing or
hereafter arising, all of the Borrower's or any Subsidiary Guarantor's rights,
title and interest in and to (a) any and all trademarks (including service
marks), trade names and trade styles, and applications for registration thereof
and the goodwill of the business symbolized by any of the foregoing, (b) any and
all licenses of trademarks, service marks, trade names and/or trade styles,
whether as licensor or licensee, (c) any renewals of any and all trademarks,
service marks, trade names, trade styles and/or licenses of any of the
foregoing, (d) income, royalties, damages and payments now or hereafter due
and/or payable with respect thereto, including, without limitation, damages,
claims, and payments for past, present and future infringements thereof, (e)
rights to sue for past, present and future infringements of any of the
foregoing, including the right to settle suits


                                       46
<PAGE>

involving claims and demands for royalties owing, and (f) all rights
corresponding to any of the foregoing throughout the world.

      "UK Borrowing Base" has the meaning described in Section 2.6.3 (UK
Borrowing Base).

      "UK Borrowing Base Deficiency" has the meaning described in Section 2.6.3
(UK Borrowing Base).

      "UK Borrowing Base Report" has the meaning described in Section 2.6.4 (UK
Borrowing Base Report).

      "UK Collateral" means the collective reference to all property of NIM
Holdings and Berry UK 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.

      "UK Credit Facilities Guaranty" means (i) the guaranty of payment of the
UK Obligations to Bank of America, acting through its Sterling LIBOR Lending
Office, from the Parent, the Borrower and each Subsidiary Guarantor and (ii) the
guaranty of payment of the UK Obligations of NIM Holdings to Bank of America,
acting through its Sterling LIBOR Lending Office, from Berry UK, each as the
same may from time to time be amended, restated, supplemented or otherwise
modified.

      "UK Credit Facility" means the UK Revolving Credit Facility or the UK Term
Loan Facility, as the case may be, and "UK Credit Facilities" means collectively
the UK Revolving Credit Facility and the UK Term Loan Facility, and any and all
other credit facilities now or hereafter extended to Berry UK or NIM Holdings
under or secured by this Agreement and/or any of the UK Security Documents.

      "UK Excess Cash Flow" means for any annual period of determination thereof
and with respect to Berry UK and NIM Holdings only, an amount equal to fifty
percent (50%) of the sum of (a) EBITDA, less (b) non-financed Capital
Expenditures permitted by Section 6.2.6 (Capital Expenditures), less (c) cash
income Taxes and alternative minimum Taxes, less (d) increases in working
capital, plus (e) decreases in working capital, less (f) Debt Service, as shown
on the annual financial statements for such annual period, furnished to the
Agent in accordance with Section 6.1.1 (Financial Statements); or in the event
that the Borrower fails to deliver such financial statements to the Agent as and
when required, the Agent shall estimate, in its sole, but commercially
reasonable discretion, the amount of UK Excess Cash Flow for such period.

      "UK Obligations" means and includes all present and future indebtedness,
obligations, and liabilities, whether now existing or contemplated or hereafter
arising, of Berry UK and/or NIM Holdings to Bank of America, acting through its
Sterling LIBOR Lending Office, under, arising pursuant to, in connection with
and/or on account of the provisions of this Agreement, the UK Revolving Credit
Note, the UK Term Note, or each UK Security Document,. FOR PURPOSES OF THE
INDENTURE, ALL UK OBLIGATIONS UNDER AND IN CONNECTION WITH THE UK CREDIT
FACILITIES CONSTITUTE AND ARE HEREBY DEEMED "SENIOR INDEBTEDNESS" AS DEFINED IN
THE INDENTURE.


                                       47
<PAGE>

      "UK Revolving Credit Commitment" means the agreement of each Lender
relating to purchase of an undivided participating interest in the UK Revolving
Loan and advances thereunder subject to and in accordance with the provisions of
this Agreement; and "UK Revolving Credit Commitments" means the collective
reference to the UK Revolving Credit Commitment of each of the Lenders.

      "UK Revolving Credit Commitment Period" means the period of time from the
Closing Date to the Business Day preceding the UK Revolving Credit Termination
Date.

      "UK Revolving Credit Committed Amount" has the meaning described in
Section 2.6.1 (UK Revolving Credit Facility).

      "UK Revolving Credit Facility" means the facility established by Bank of
America pursuant to Section 2.6.1 (UK Revolving Credit Facility).

      "UK Revolving Credit Note" has the meaning described in Section 2.6.5 (UK
Revolving Credit Notes).

      "UK Revolving Credit Pro Rata Share" has the meaning described in Section
2.6.2 (Procedure for Making Advances).

      "UK Revolving Credit Termination Date" means the Revolving Credit
Termination Date.

      "UK Revolving Credit Facility Fee" and "UK Revolving Credit Facility Fees"
have the meanings described in Section 2.6.9 (UK Revolving Credit Facility Fee).

      "UK Revolving Loan" has the meaning described in Section 2.6.1 (UK
Revolving Credit Facility).

      "UK Revolving Loan Account" has the meaning described in Section 2.6.8 (UK
Revolving Loan Account).

      "UK Revolving Loan Mandatory Prepayment" and "UK Revolving Loan Mandatory
Prepayments" have the meanings described in Section 2.6.6 (Mandatory Prepayments
of UK Revolving Loan).

      "UK Revolving Loan Optional Prepayment" and "UK Revolving Loan Optional
Prepayments" have the meanings described in Section 2.6.7 (Optional Prepayments
of UK Revolving Loan).

      "UK Security Agreement" means those certain debentures from Berry UK and
NIM Holdings dated the date of this Agreement pursuant to which a Lien is
granted to Bank of America, acting through its Sterling LIBOR Lending Office, as
security for the UK Obligations, as the same may be amended, restated,
supplemented or otherwise modified.

      "UK 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


                                       48
<PAGE>

granted to, or for the benefit of, Bank of America, acting through its Sterling
LIBOR Lending Office, on any real or personal property of Berry UK and/or NIM
Holdings solely to secure all or any portion of the UK Obligations, including,
obligations of NIM Holdings under the UK Credit Facilities Guaranty and the UK
Security Agreement, all as the same may from time to time be amended, restated,
supplemented or otherwise modified.

      "UK Stock Pledge Agreement" means that certain stock pledge, assignment
and security agreement dated as of the July 2, 1998 from the Borrower to Bank of
America, acting through its Sterling LIBOR Lending Office, as the same may from
time to time be amended, restated, supplemented or otherwise modified, which UK
Stock Pledge Agreement grants, pledges and assigns to Bank of America, acting
through its Sterling LIBOR Lending Office, as security for the UK Obligations,
and pledges and assigns to the Agent for the ratable benefit of the Lenders and
the Agent, as security for all of the Obligations (other than the UK
Obligations), a pledge and assignment of sixty-five percent (65%) of the capital
stock of NIM Holdings and grants, pledges and assigns to Bank of America, acting
through its Sterling LIBOR Lending Office, as security for the UK Obligations, a
pledge and assignment of one hundred percent (100%) of the capital stock of NIM
Holdings, which one hundred percent (100%) pledge shall reduce to sixty-five
percent (65%) at such time as all obligations under the Subordinated Debt have
been paid in full.

      "UK Term Loan" has the meaning described in Section 2.7 (UK Term Loan
Facility).

      "UK Term Loan Commitment" and "UK Term Loan Commitments" have the meanings
described in Section 2.7.1 (UK Term Loan Commitments).

      "UK Term Loan Committed Amount" has the meaning described in Section 2.7.1
(UK Term Loan Commitments).

      "UK Term Loan Facility" means the facility established by Bank of America,
acting through its Sterling LIBOR Lending Office, pursuant to Section 2.8 (UK
Term Loan Facility).

      "UK Term Loan Mandatory Prepayment" and "UK Term Loan Mandatory
Prepayments" have the meanings described in Section 2.8.3 (Mandatory Prepayments
of UK Term Loan).

      "UK Term Loan Optional Prepayment" and "UK Term Loan Optional Prepayments"
have the meanings described in Section 2.8.4 (Optional Prepayments of UK Term
Loans).

      "UK Term Loan Pro Rata Share" has the meaning described in 2.8.1 (UK Term
Loan Facility).

      "UK Term Loan Note" has the meaning described in Section 2.8.2
(Amortization of UK Term Loans).

      "Uniform Commercial Code" means, unless otherwise provided in this
Agreement, the Uniform Commercial Code as adopted by and in effect from time to
time in the State or in any other jurisdiction, as applicable.


                                       49
<PAGE>

      "Venture Holdings" means Venture Packaging, Inc., a corporation organized
and existing under the laws of the State Delaware, and its successors and
assigns.

      "Venture Midwest" means Venture Packaging Midwest, Inc., a corporation
organized and existing under the laws of the State of Delaware, and its
successors and assigns.

      "Venture Southeast" means Venture Packaging Southeast, Inc., a corporation
organized and existing under the laws of the State of Delaware, and its
successors and assigns.

      "Wholly Owned Subsidiary" means any domestic United States Person all the
shares of stock or other equity interests of all classes of which (other than
directors' qualifying shares) at the time are owned directly or indirectly by
the Borrower and/or by one or more Wholly Owned Subsidiaries of the Borrower.

      "Wire Transfer Procedures" means the rules, policies and procedures
adopted and implemented by the Agent and its Affiliates at any time and from
time to time with respect to electronic funds transfers, including, without
limitation, the Security Procedures, all as the same may be amended, restated,
supplemented, terminated or otherwise modified at any time and from time to time
by the Agent upon notice to the Borrower in its reasonable discretion.

      Section 1.2 Accounting Terms and Other Definitional Provisions.

      Unless otherwise defined herein, as used in this Agreement and in any
certificate, report or other document made or delivered pursuant hereto,
accounting terms not otherwise defined herein, and accounting terms only partly
defined herein, to the extent not defined, shall have the respective meanings
given to them under GAAP. Unless otherwise defined herein, all terms used herein
which are defined by the Uniform Commercial Code shall have the same meanings as
assigned to them by the Uniform Commercial Code unless and to the extent varied
by this Agreement. The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and article,
section, subsection, schedule and exhibit references are references to articles,
sections or subsections of, or schedules or exhibits to, as the case may be,
this Agreement unless otherwise specified. As used herein, the singular number
shall include the plural, the plural the singular and the use of the masculine,
feminine or neuter gender shall include all genders, as the context may require.
Reference to any one or more of the Financing Documents shall mean the same as
the foregoing may from time to time be amended, restated, substituted, extended,
renewed, supplemented or otherwise modified. Notwithstanding the foregoing, the
Agent and the Lenders agree that if GAAP at any time changes and such changes
have an affect on the computation of any of the covenants contained in Section
6.1.13 (Financial Covenants), the Agent, the Lenders and the Borrower will
negotiate in good faith to revise any such affected covenants so as to reverse
the effect of such change in GAAP. Whenever a term is used in this Agreement to
determine whether a threshold level or basket amount has been achieved or
exceeded, or to calculate a financial ratio or any other amount and such term
includes amounts in U.S. Dollars and amounts denominated in Sterling, or solely
in Sterling, the terms shall be construed and/or calculated for purposes of this
Agreement by (i) determining the Dollar Currency Equivalent of each such amount
to be included in the aggregate as at the date of


                                       50
<PAGE>

calculation, and adding all such amounts to (ii) the amounts, if any, which are
already in U.S. Dollars.

                                   ARTICLE II
                              THE CREDIT FACILITIES

      Section 2.1 The Revolving Credit Facility.

            2.1.1 Revolving Credit Facility.

            Subject to and upon the terms of this Agreement, the Lenders
collectively, but severally, establish a revolving credit facility in favor of
the Borrower. The aggregate of all advances under the Revolving Credit Facility
is sometimes referred to in this Agreement collectively as the "Revolving Loan".

            The amount set forth below opposite each Lender's name is herein
called such Lender's "Revolving Credit Committed Amount" and the total of each
Lender's Revolving Credit Committed Amount is herein called the "Total Revolving
Credit Committed Amount". The proportionate share set forth below opposite each
Lender's name is herein called such Lender's "Revolving Credit Pro Rata Share":

--------------------------------------------------------------------------------

                                 Revolving Credit        Revolving Credit Pro
          Lender                 Committed Amount             Rata Share
--------------------------------------------------------------------------------
           Fleet                   $12,727,400                  18.182%
--------------------------------------------------------------------------------
        GE Capital                 $13,787,900                  19.697%
--------------------------------------------------------------------------------
      Bank of America              $13,787,900                  19.697%
--------------------------------------------------------------------------------
          Heller                   $10,606,400                  15.152%
--------------------------------------------------------------------------------
            PNC                    $10,606,400                  15.152%
--------------------------------------------------------------------------------
          LaSalle                   $8,484,000                  12.120%
--------------------------------------------------------------------------------
  Total Revolving Credit
     Committed Amount             $70,000,000.00               100.000%
--------------------------------------------------------------------------------

Neither the Agent nor any of the Lenders shall be responsible for the Revolving
Credit Commitment of any other Lender, nor will the failure of any Lender to
perform its obligations under its Revolving Credit Commitment in any way relieve
any other Lender from performing its obligations under its Revolving Credit
Commitment.

            During the Revolving Credit Commitment Period, the Borrower may
request advances under the Revolving Credit Facility in accordance with the
provisions of this Agreement; provided that after giving effect to the
Borrower's request:


                                       51
<PAGE>

            (a) the outstanding principal balance of each Lender's Pro Rata
      Share of the Revolving Loan and the Letter of Credit Obligations would not
      exceed the lesser of (i) such Lender's Pro Rata Share of the Revolving
      Loan and the Letter of Credit Obligations or (ii) such Lender's Pro Rata
      Share of the Borrowing Base; and,

            (b) the aggregate outstanding principal balance of the Revolving
      Loan and all Letter of Credit Obligations would not exceed the lesser of
      (i) the Total Revolving Credit Committed Amount or (ii) the Borrowing
      Base. In addition, the aggregate outstanding principal balance of the
      Revolving Loan, all Letter of Credit Obligations and the UK Revolving Loan
      cannot exceed the Total Revolving Credit Committed Amount.

            2.1.2 Procedure for Making Advances Under the Revolving Loan.

            The Borrower may borrow under the Revolving Credit Facility on any
Business Day. Advances under the Revolving Loan shall be deposited to a demand
deposit account of the Borrower with the Agent or shall be otherwise applied as
directed by the Borrower, which direction the Agent may require to be in
writing. Not later than 11:00 a.m. (Baltimore City Time) on the date of the
requested borrowing, the Borrower shall give the Agent oral or written notice (a
"Loan Notice") of the amount and (if requested by the Agent) the purpose of the
requested borrowing. Any oral Loan Notice shall be confirmed in writing by the
Borrower within three (3) Business Days after the making of the requested
advance under the Revolving Loan. At any time within three (3) hours prior to
funding, the Borrower may revoke a Loan Notice; provided, that the Borrower
shall pay to each Lender, as the case may be, any amounts which may be due to
such Lender under Section 2.9.4 (Indemnity) by reason of such Lender having
taken action in reliance on the Loan Notice. Upon receipt of any such Loan
Notice, the Agent shall promptly notify each Lender of the amount of each
advance to be made by such Lender on the requested borrowing date under such
Lender's Revolving Credit Commitment.

            Not later than 1:00 p.m. (Baltimore City Time) on each requested
borrowing date for the making of advances under the Revolving Loan, each Lender
shall, if it has received timely notice from the Agent of the Borrower's request
for such advances, make available to the Agent, in funds immediately available
to the Agent at the Agent's office set forth in Section 9.1 (Notices), such
Lender's Pro Rata Share of the advances to be made on such date.

            In addition, the Borrower hereby irrevocably authorizes the Lenders
at any time and from time to time, without further request from or notice to the
Borrower, to make advances under the Revolving Loan which the Agent, in its sole
and absolute discretion, deems necessary or appropriate to protect the interests
of the Agent and/or any or all of the Lenders under this Agreement, including,
without limitation, advances under the Revolving Loan made to cover debit
balances in the Revolving Loan Account, to pay principal of, and/or interest on,
any Loan, including any Term Loan, the Obligations (including any Letter of
Credit Obligations and any Bond Letter of Credit Obligations), and/or
Enforcement Costs, prior to, on, or after the termination of other advances
under this Agreement, regardless of whether the outstanding principal amount of
the Revolving Loan which the Lenders may advance hereunder exceeds the


                                       52
<PAGE>

Total Revolving Credit Committed Amount. The Agent acknowledges and agrees that
(a) the obligation of the Lenders to make advances to or for the account of the
Borrower pursuant to this paragraph shall be subject to the provisions of
Section 8.14 (Dissemination of Information) and (b) no Lender shall have any
obligation or commitment to make any advance to or for the account of the
Borrower under the Revolving Loan (including any obligation or commitment to
reimburse the Agent for advances made by the Agent to or for the account of the
Borrower under this paragraph, except for advances made to cover Enforcement
Costs for which the Agent has not been duly reimbursed by the Borrower) unless
otherwise agreed in writing by such Lender, if and to the extent such Lender's
Pro Rata Share of the Revolving Loan and of the Letter of Credit Obligations
would exceed, with the making of such advance or reimbursement, such Lender's
Revolving Credit Committed Amount. Each Lender, however, shall continue to be
obligated to reimburse the Agent for any and all Enforcement Costs incurred by
the Agent in accordance with the provisions of this Agreement if and to the
extent the Borrower fails to reimburse the Agent for such Enforcement Costs.

            2.1.3 Borrowing Base.

            As used in this Agreement, the term "Borrowing Base" means at any
time, an amount equal to the aggregate of (a) eighty-five percent (85%) of the
amount of Eligible Domestic Receivables, plus (b) the lesser of (i) sixty-five
percent (65%) of the amount of Eligible Domestic Inventory or (ii) Thirty-five
Million Dollars ($35,000,000).

            The Borrowing Base shall be computed based on the Borrowing Base
Report most recently delivered to and accepted by the Agent in its reasonable
discretion. In the event the Borrower fails to furnish a Borrowing Base Report
required by Section 2.1.4 (Borrowing Base Report) the Agent may, in its
reasonable discretion exercised from time to time and without limiting other
rights and remedies under this Agreement, direct the Lenders to suspend the
making of or limit advances under the Revolving Loan. The Borrowing Base shall
be reduced by all amounts credited to the Collateral Account (if and to the
extent a Collateral Account is required by the terms of this Agreement) since
the date of the most recent Borrowing Base Report and by the amount of any
Account or any Inventory which was included in the Borrowing Base, but which the
Agent determines fails to meet the respective criteria applicable from time to
time for Eligible Domestic Receivables or Eligible Domestic Inventory.

      If at any time the total of the aggregate principal amount of the
Revolving Loan and Outstanding Letter of Credit Obligations exceeds the
Borrowing Base, a borrowing base deficiency ("Borrowing Base Deficiency") shall
exist. Each time a Borrowing Base Deficiency exists, the Borrower, at the sole
and absolute discretion of the Agent exercised from time to time, shall pay the
Borrowing Base Deficiency ON DEMAND to the Agent for the benefit of the Lenders
from time to time.

      Without implying any limitation on the Agent's discretion with respect to
the Borrowing Base, the criteria for Eligible Domestic Receivables and for
Eligible Domestic Inventory contained in the respective definitions of Eligible
Domestic Receivables and of Eligible Domestic Inventory are in part based upon
the business operations of the Borrower and the Subsidiary Guarantors existing
on or about the date of this Agreement and upon information and records
furnished to the Agent by the Borrower and the Subsidiary Guarantors. If at any
time or

                                       53
<PAGE>

from time to time hereafter, the business operations of the Borrower and/or any
of the Subsidiary Guarantors change in any material respect or such information
and records furnished to the Agent are materially incorrect or misleading, the
Agent in its reasonable discretion, may at any time and from time to time during
the duration of this Agreement change such criteria, add new criteria, make
existing criteria less onerous, or remove existing criteria; provided, however,
that any such change in, or addition or removal of criteria shall be effective
only after notice thereof from the Agent to the Borrower. Except in emergency
circumstances, the Agent agrees to use its commercially reasonable efforts to
consult with the Borrower prior to the effective date of any addition to, or
change in, eligibility criteria, but that the Agent shall have no obligation or
duty to reach an agreement with the Borrower as a condition of, or prior to,
imposing any changes in, or additions to, eligibility criteria. The Agent shall
communicate such changed or additional criteria to the Borrower from time to
time either orally or in writing.

            2.1.4 Borrowing Base Report.

            The Borrower will furnish to the Agent no less frequently than
monthly, as soon as available, but in any event within twenty (20) days of the
end of each fiscal month, and, upon the occurrence of an Event of Default or as
otherwise provided in this Section 2.1.4, at such other times as may be
requested by the Agent a report of the Borrowing Base in the form attached
hereto as Exhibit A-1 (each a "Borrowing Base Report"; collectively, the
"Borrowing Base Reports") in the form required from time to time by the Agent,
appropriately completed and duly signed. The Borrowing Base Report shall contain
the amount and payments on the Accounts, the value of Inventory, and the
calculations of the Borrowing Base, all in such detail, and accompanied by such
supporting and other information, as the Agent may from time to time reasonably
request. Upon the Agent's request and upon the creation of any Accounts, the
Borrower will provide the Agent with (a) confirmatory assignment schedules; (b)
copies of Account Debtor invoices; (c) evidence of shipment or delivery; and (d)
such further schedules, documents and/or information regarding the Accounts and
the Inventory as the Agent may reasonably require. The items to be provided
under this subsection shall be in form reasonably satisfactory to the Agent, and
certified as true and correct by a Responsible Officer, and delivered to the
Agent from time to time solely for the Agent's convenience in maintaining
records of the Collateral. The Borrower's failure to deliver any such items to
the Agent shall not affect, terminate, modify, or otherwise limit the Liens of
the Agent and the Lenders in the Collateral. Notwithstanding the foregoing, the
Borrower acknowledges and agrees that the Agent, at its option, may require that
the Borrower furnish to the Agent weekly and, if requested by the Agent, daily
Borrowing Base Reports if any one of the following events occur (i) the
Borrower's and Subsidiary Guarantors' collective aggregate availability under
the Revolving Loan is at any times less than or equal to Fifteen Million Dollars
($15,000,000), (ii) the Borrower and the Subsidiary Guarantors, on a
consolidated basis, incur three (3) consecutive months of net operating losses,
or (iii) the occurrence of an Event of Default (each of the aforementioned
events are herein called a "Borrowing Base Trigger Event"). The Agent agrees
that it shall not be entitled to require that the Borrower furnish weekly or
daily Borrowing Base Reports solely as the result of the occurrence of a
Borrowing Base Trigger Event, if the Agent fails to so notify the Borrower
within ninety (90) days of the date that the Borrower has cured the Borrowing
Base Trigger Event to the reasonable satisfaction of the Agent. The foregoing
sentence, however, shall not prevent the Agent from later requiring more
frequent Borrowing Base Reports following the occurrence of any subsequent
Borrowing Base Trigger Event;


                                       54
<PAGE>

provided, that the Agent so notifies the Borrower within ninety (90) days of the
date that the Borrower has cured the Borrowing Base Trigger Event to the
reasonable satisfaction of the Agent.

            2.1.5 Revolving Credit Notes.

            The obligation of the Borrower to pay each Lender's Pro Rata Share
of the Revolving Loan, with interest, shall be evidenced by a series of
promissory notes (as from time to time extended, amended, restated, supplemented
or otherwise modified, collectively the "Revolving Credit Notes" and
individually a "Revolving Credit Note"). Each Lender's Revolving Credit Note
shall be dated as of the date of this Agreement, shall be payable to the order
of such Lender at the times provided in the Revolving Credit Note, and shall be
in the principal amount of such Lender's Revolving Credit Committed Amount. The
Borrower acknowledges and agrees that, if the outstanding principal balance of
the Revolving Loan outstanding from time to time exceeds the aggregate stated
amount of the Revolving Credit Notes, the excess shall bear interest at the
rates provided from time to time for advances under Revolving Loan evidenced by
the Revolving Credit Notes and shall be payable, with accrued interest, ON
DEMAND. The Revolving Credit Notes shall not operate as a novation of any of the
Obligations or nullify, discharge, or release any such Obligations or the
continuing contractual relationship of the parties hereto in accordance with the
provisions of this Agreement.

            2.1.6 Mandatory Prepayments of Revolving Loan.

            Subject to the provisions of Section 2.9.4 (Indemnity) and in
addition to any mandatory prepayment required by the provisions of Section 2.2.3
(Term Loan Mandatory Prepayments), upon the request of the Agent pursuant to
Section 2.1.3 (Borrowing Base) or Section 2.1.12 (Required Availability under
the Revolving Credit Facility), the Borrower shall make mandatory prepayments
(each a "Revolving Loan Mandatory Prepayment" and collectively, the "Revolving
Loan Mandatory Prepayments") of the Revolving Loan at any time and from time to
time in order to cover any Borrowing Base Deficiency or to ensure compliance
with Section 2.1.12, as applicable.

            2.1.7 Optional Prepayments of Revolving Loan.

            Subject to the provisions of Section 2.9.4 (Indemnity), the Borrower
shall have the option at any time and from time to time prepay (each a
"Revolving Loan Optional Prepayment" and collectively the "Revolving Loan
Optional Prepayments") the Revolving Loan, in whole or in part without premium
or penalty. Revolving Loan Optional Prepayments shall be made following a timely
and proper written notice to the Agent with respect thereto specifying the date
and amount of any intended Revolving Loan Optional Prepayment. The amount to be
prepaid shall be paid by the Borrower to the Agent on the date specified for
such prepayment. Any amounts repaid or prepaid may be readvanced and reborrowed
subject to the provisions of this Agreement.


                                       55
<PAGE>

            2.1.8 The Collateral Account.

            Upon demand by the Agent following a Borrowing Base Trigger Event,
the Borrower will deposit, or cause to be deposited, all Items of Payment to a
bank account designated by the Agent and from which the Agent alone has power of
access and withdrawal (the "Collateral Account"). Each deposit shall be made not
later than the next Business Day after the date of receipt of the Items of
Payment. The Items of Payment shall be deposited in precisely the form received,
except for the endorsements of the Borrower where necessary to permit the
collection of any such Items of Payment, which endorsement the Borrower hereby
agree to make. In the event the Borrower fails to do so, the Borrower hereby
authorizes the Agent to make the endorsement in the name of the Borrower. Prior
to such a deposit, the Borrower will not commingle any Items of Payment with the
Borrower's other funds or property, but will hold them separate and apart in
trust and for the account of the Agent for the benefit of the Lenders ratably
and the Agent. The Agent agrees that it shall not demand that the Borrower
deposit or cause to be deposited all Items of Deposit to the Collateral Account
at any time prior to the occurrence of a Borrowing Base Trigger Event. Once the
Agent has so made demand on the Borrower, unless otherwise agreed by the Agent
in writing, the Borrower shall continue to so deposit or cause to be deposited
all Items of Payment to the Collateral Account notwithstanding that subsequent
to such demand the Borrowing Base Trigger Event has been cured, waived,
otherwise remedied or is no longer applicable.

            In addition, if the Agent has so made demand, if so directed by the
Agent, the Borrower shall direct the mailing of all Items of Payment from its
Account Debtors to one or more post-office boxes designated by the Agent, or to
such other additional or replacement post-office boxes pursuant to the request
of the Agent from time to time (collectively, the "Lockbox"). The Agent shall
have unrestricted and exclusive access to the Lockbox.

            Subject to the provisions of this Section, the Borrower hereby
authorizes the Agent to inspect all Items of Payment, and deposit such Items of
Payment in the Collateral Account. The Agent reserves the right, exercised in
its reasonable discretion from time to time, to provide to the Collateral
Account credit prior to final collection of an Item of Payment and to disallow
credit for any Item of Payment prior to final collection which is reasonably
unsatisfactory to the Agent. In the event Items of Payment are returned to the
Agent for any reason whatsoever, the Agent may, in the exercise of its
reasonable discretion from time to time, forward such Items of Payment a second
time. Any returned Items of Payment shall be charged back to the Collateral
Account, the Revolving Loan Account, or other account, as appropriate.

            The Agent will apply the whole or any part of the collected funds
credited to the Collateral Account against the Revolving Loan (or with respect
to Items for Payments which are not proceeds of Accounts or Inventory or after a
Default or an Event of Default, against any of the Obligations) or credit such
collected funds to a depository account of the Borrower with the Agent, the
order and method of such application to be in the sole discretion of the Agent.
Notwithstanding the foregoing, the Agent agrees that prior to the occurrence of
an Event of Default, the Agent shall use its best efforts to apply collected
funds credited to the Collateral Account to the Obligations so as to avoid or
minimize any amounts which would be due under Section 2.9.4 (Indemnity) by
reason of any such application.


                                       56
<PAGE>

            Notwithstanding the foregoing, the Agent agrees that it shall not be
entitled to require establishment of the Collateral Account and/or the Lockbox
as the result of the occurrence of a Borrowing Base Trigger Event, if the Agent
fails to so notify the Borrower within ninety (90) days of the date that the
Borrower has cured the Borrowing Base Trigger Event to the reasonable
satisfaction of the Agent. The foregoing sentence, however, shall not prevent
the Agent from later requiring establishment of the Collateral Account and/or a
Lockbox following the occurrence of any subsequent Borrowing Base Trigger Event;
provided, that the Agent so notifies the Borrower within ninety (90) days of the
date that the Borrower has cured the Borrowing Base Trigger Event to the
reasonable satisfaction of the Agent.

            2.1.9 Revolving Loan Account.

            The Agent will establish and maintain a loan account on its books
(the "Revolving Loan Account") to which the Agent will (a) debit (i) the
principal amount of each advance under the Revolving Loan made by the Lenders
hereunder as of the date made, (ii) the amount of any interest accrued on the
Revolving Loan as and when due, and (iii) any other amounts due and payable by
the Borrower to the Agent and/or the Lenders from time to time under the
provisions of this Agreement in connection with the Revolving Loan, including,
without limitation, Enforcement Costs, Fees, late charges, and service,
collection and audit fees, as and when due and payable, and (b) credit all
payments made by the Borrower to the Agent on account of the Revolving Loan as
of the date made including, without limitation, funds credited to the Revolving
Loan Account from the Collateral Account. The Agent may debit the Revolving Loan
Account for the amount of any Item of Payment that is returned to the Agent
unpaid. All credit entries to the Revolving Loan Account are conditional and
shall be readjusted as of the date made if final and indefeasible payment is not
received by the Agent in cash or solvent credits. The Borrower hereby promises
to pay to the order of the Agent for the ratable benefit of the Lenders, on the
Revolving Credit Termination Date, an amount equal to the excess, if any, of all
debit entries over all credit entries recorded in the Revolving Loan Account
under the provisions of this Agreement. Any and all periodic or other statements
or reconciliations, and the information contained in those statements or
reconciliations, of the Revolving Loan Account shall be presumed conclusively to
be correct, and shall constitute an account stated between the Agent, the
Lenders and the Borrower unless the Agent receives specific written objection
thereto from the Borrower and/or any Lender within thirty (30) Business Days
after such statement or reconciliation shall have been sent by the Agent. Any
and all periodic or other statements or reconciliations, and the information
contained in those statements or reconciliations, of the Revolving Loan Account
shall be final, binding and conclusive upon the Borrower in all respects, absent
manifest error, unless the Agent receives specific written objection thereto
from the Borrower within thirty (30) Business Days after such statement or
reconciliation shall have been sent by the Agent.

            2.1.10 Revolving Credit Unused Line Fee.

            The Borrower shall pay to the Agent for the ratable benefit of the
Lenders a monthly Revolving Credit Facility fee (collectively, the "Revolving
Credit Unused Line Fees" and individually, a "Revolving Credit Unused Line Fee")
in an amount equal to the "Revolving Credit Unused Line Fee Amount" as set forth
below per annum (calculated on the basis of actual number of days elapsed in a
year of 360 days) and calculated on average daily unused and


                                       57
<PAGE>

undisbursed portion of the Total Revolving Credit Committed Amount, as in effect
from time to time accruing during each calendar month. The accrued and unpaid
Revolving Credit Unused Line Fee shall be paid by the Borrower to the Agent on
the first day of each calendar month, in arrears, commencing on the first such
date following the date hereof, and on the Revolving Credit Termination Date.
The Agent and the Lenders agree that usage of the UK Revolving Credit Facility
shall be considered usage of the Total Revolving Credit Committed Amount for
purposes of this Section 2.1.10. As used herein "Revolving Credit Unused Line
Fee Amount" shall be equal to the following amounts during the following times:

            (i) Fifty (50) basis points per annum when the average daily unused
      and undisbursed portion of the Total Revolving Credit Committed Amount, as
      in effect from time to time, is equal to or greater than Thirty Million
      Dollars ($30,000,000); and

            (ii) Thirty (30) basis points per annum when the average daily
      unused and undisbursed portion of the Total Revolving Credit Committed
      Amount, as in effect from time to time, is less than Thirty Million
      Dollars ($30,000,000).

            2.1.11 Optional Reduction of Revolving Credit Committed Amount.

            The Borrower shall have the right to reduce permanently (each a
"Revolving Credit Optional Reduction" and collectively the "Revolving Credit
Optional Reductions") the Total Revolving Credit Committed Amount in effect from
time to time in the amount of any integral multiple of Five Hundred Thousand
Dollars ($500,000), upon at least five (5) Business Days prior written notice to
the Agent specifying the date and amount of such Revolving Credit Optional
Reduction; provided, that no Revolving Credit Optional Reduction shall be
permitted if, after giving effect thereto and to any Revolving Loan Optional
Prepayment made on the effective date thereof, the then outstanding principal
amount of the Revolving Loan and Outstanding Letter of Credit Obligations
exceeds the Total Revolving Credit Committed Amount as so reduced. Such notice
shall be irrevocable as to the amount and date of such Revolving Credit Optional
Reduction. After each such Revolving Credit Optional Reduction, the Revolving
Credit Unused Line Fee provided for in Section 2.1.10 (Revolving Credit Unused
Line Fees) shall be calculated with respect to the Revolving Credit Committed
Amount as so reduced. Any Revolving Credit Optional Reduction shall be made to
each Lender's Revolving Credit Commitment in accordance with its Pro Rata Share
of such Revolving Credit Optional Reduction.

            2.1.12 Required Availability under the Revolving Credit Facility.

            On the Closing Date, the outstanding principal amount of the
Revolving Loan shall not exceed an amount equal to (i) the lesser of the
Borrowing Base or (ii the Total Revolving Credit Committed Amount, minus Twenty
Million Dollars ($20,000,0000). On an average monthly basis thereafter, tested
as of the last day of each calendar month, commencing with the first such date
following the Closing Date, the outstanding principal amount of the Revolving
Loan shall not exceed an amount equal to (i) the lesser of the Borrowing Base,
or (ii) the Total Revolving Credit Committed Amount, minus $10,000,000 (the
"Required


                                       58
<PAGE>

Availability"). The Borrower shall make a Revolving Loan Mandatory Prepayment
pursuant to the provisions of Section 2.1.6 to the extent necessary to achieve
and maintain compliance with this Section. The failure of the Borrower to make
any such Revolving Loan Mandatory Prepayment shall constitute a Default, but
shall not constitute an Event of Default unless such failure to make the
required Revolving Loan Mandatory Prepayment continues uncured for a period of
fourteen (14) days or the Borrower otherwise fails to attain and maintain the
Required Availability within such fourteen (14) day period.

      Section 2.2 The Term Loan A Facility.

            2.2.1 Term Loan A Commitments.

            Subject to and upon the terms of this Agreement, each Lender
severally agrees to make a loan (each a "Term Loan A"; and collectively, the
"Term Loans A") to the Borrower in the principal amount set forth below opposite
such Lender's name (herein called such Lender's "Term Loan A Committed Amount").
The total of each Lender's Term Loan A Committed Amount is herein called the
"Total Term Loan A Committed Amount". The proportionate share set forth below
opposite each Lender's name is herein called such Lender's "Term Loan A Pro Rata
Share":

                              Term Loan A             Term Loan A
      Lender                  Committed Amount        Pro Rata Share
      ------                  ----------------        --------------

      Fleet                   $11,454,660             18.182%
      GE Capital              $12,409,110             19.697%
      Bank of America         $12,409,110             19.697%
      Heller                  $ 9,545,760             15.152%
      PNC                     $ 9,545,760             15.152%
      LaSalle                 $ 7,635,600             12.120%

      Total Term Loan A
      Committed Amount:       $63,000,000             100%

At the request of the Borrower, the Lenders have agreed to increase the Total
Term Loan A Committed Amount and to readvance a portion of the principal amount
of Term Loans A previously advanced to the Borrower and repaid by the Borrower
(the "Term Loan A Increase"), such that as of the Closing Date the aggregate
unpaid principal balance of the Term Loans A shall be equal to Sixty-three
Million Dollars ($63,000,000). The Borrower covenants and agrees to use the Term
Loan A Increase solely to finance the acquisition of the Poly-Seal Stock in
accordance with the provisions of the Poly-Seal Stock Purchase Transaction or
for other Permitted Uses in connection with the purchase of the Poly-Seal Stock.

            The obligation of each Lender to make a Term Loan A is several and
is limited to its Term Loan A Committed Amount, and such obligation of each
Lender is herein called its "Term Loan A Commitment". The Term Loan A Commitment
of each of the Lenders are herein collectively referred to as the "Term Loan A
Commitments". The Agent shall not be responsible for the Term Loan A Commitment
of any Lender; and similarly, none of the Lenders


                                       59
<PAGE>

shall be responsible for the Term Loan A Commitment of any of the other Lenders;
the failure, however, of any Lender to perform its Term Loan A Commitment shall
not relieve any of the other Lenders from the performance of their respective
Term Loan A Commitments.

            2.2.2 Amortization of Term Loans A; the Term Loan A Notes.

            The unpaid principal balance of the Term Loans A shall be due and
payable in monthly installments of principal on each Installment Payment Date,
each in the following amounts during the following periods:

            Period                                                        Amount
            ------                                                        ------

            July 1, 2000, through and
              and including December 1, 2000                            $667,000

            January 1, 2001 through and
              and including January 1, 2002                           $1,042,000

            January 21, 2002                   The then unpaid principal balance

            Unless sooner paid, the unpaid principal balance of the Term Loans
A, together with interest accrued and unpaid thereon, shall be due and payable
in full on the first to occur of (i) January 21, 2002 or (ii) the Revolving
Credit Termination Date.

            The obligation of the Borrower to pay the Term Loans A, with
interest, shall be evidenced by a series of amended and restated promissory
notes (each as from time to time extended, amended, restated, supplemented or
otherwise modified, a "Term Loan A Note" and collectively, the "Term Loan A
Notes"). Each Term Loan A Note shall be dated as the Closing Date and shall be
payable to the order of a Lender at the times provided in the Term Loan A Note,
and shall be in the principal amount of such Lender's Term Loan A Committed
Amount, including its Pro Rata Share of the Term Loan A Increase.

            2.2.3 Mandatory Prepayments of Term Loans A.

            Subject to the provisions of Section 2.9.4 (Indemnity), the Borrower
shall make the following mandatory prepayments (each a "Term Loan A Mandatory
Prepayment" and collectively the "Term Loan A Mandatory Prepayments") of the
Term Loans A to the Agent for the ratable benefit of the Lenders:

            (a) To the extent the Net Proceeds of any Asset Disposition
(excluding any Asset Disposition by Berry UK or NIM Holdings) (including the
sale and issuance of any Securities) by the Borrower or any Subsidiary Guarantor
cause the aggregate of all such Asset Dispositions in any fiscal year to exceed
Five Hundred Thousand Dollars ($500,000), all of such excess shall be paid to
the Agent as a Term Loan A Mandatory Prepayment, or if the Term Loans A have
been paid in full shall be paid to the Agent as a Term Loan B Mandatory
Prepayment, or if the Term Loans B have been paid in full shall be paid to the
Agent as a Revolving Loan Mandatory Prepayment. Notwithstanding the foregoing,
the


                                       60
<PAGE>

Borrower shall not be required to make a Term Loan A Mandatory Prepayment in
connection with

            (i) any public, private or Rule 144(A) offering of Securities which
      does not generate any proceeds (other than nominal proceeds), including,
      for example, the issuance or exercise of warrants with registration rights
      or the issuance of a resale prospectus for any existing shares of capital
      stock;

            (ii) any non-cash Net Proceeds which are Indebtedness for Borrowed
      Money received by the Borrower or any Subsidiary Guarantor in payment of
      the purchase price of an Asset which is the subject of a Permitted Asset
      Disposition; provided that, upon the Agent's demand, the Borrower and/or
      the Subsidiary Guarantor, as the case may, shall take all such actions as
      shall be reasonably requested by the Agent to grant to the Agent for its
      benefit and the ratable benefit of 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);

            (iii) the issuance and sale of the Preferred Stock; and

            (iv) the sale of the property which is subject to the Lien of the
      Deed of Trust - Arlington Heights; provided that such sale constitutes a
      Permitted Asset Disposition.

            (b) Immediately upon closing and consummation of any public or
private offering of Indebtedness for Borrowed Money by the Borrower or any
Subsidiary Guarantor on or after the Closing Date, the Borrower shall make a
Term Loan A Mandatory Prepayment in an amount equal to one hundred percent
(100%) of the Net Proceeds of such public or private offering; provided that a
Term Loan A Mandatory Prepayment shall not be required with respect to:

            (i) Indebtedness for Borrowed Money permitted by Section 6.2.4
      (Indebtedness), other than subsection (d) of Section 6.2.4; and

            (ii) the issuance of any Indebtedness by the Borrower or any
      Subsidiary Guarantor, if (A) such Indebtedness is issued pursuant to and
      is permitted by subsection (d) of Section 6.2.4 and such Indebtedness
      constitutes a "Refinancing Indebtedness" as defined in subsection (m) of
      Section 6.2.4 or (B) if the Net Proceeds of such Indebtedness are used, in
      whole, to finance a Permitted Acquisition or Capital Expenditures as and
      to the extent permitted by the provisions of this Agreement; and (C) the


                                       61
<PAGE>

      aggregate amount of Indebtedness under clauses (i) and (ii) of this
      subsection (b) does not exceed Twenty Million Dollars ($20,000,000).

      The Borrower shall pay to the Agent on the date of each required Term Loan
A Mandatory Prepayment accrued interest to such date on the amount prepaid. Each
partial Term Loan A Mandatory Prepayment shall be applied to all of the
remaining principal installments due on account of the Term Loans A on a pro
rata basis.

            2.2.4 Optional Prepayments of Term Loans A.

            Subject to the provisions of Section 2.9.4 (Indemnity), the Borrower
may, at its option, at any time and from time to time, prepay (each a "Term Loan
A Optional Prepayment" and collectively the "Term Loan A Optional Prepayments")
the Term Loans A, in whole or in part, upon five (5) Business Days prior written
notice, specifying the date and amount of prepayment. The amount to be so
prepaid, together with interest accrued thereon to date of prepayment if the
amount is intended as a prepayment of the Term Loans A in whole, shall be paid
by the Borrower to the Agent for the ratable benefit of the Lenders on the date
specified for such prepayment. Partial Term Loan A Optional Prepayments shall be
applied to all of the remaining principal installments due on account of the
Term Loans A on a pro rata basis.

      Section 2.3 Term Loan B Facility.

            2.3.1 Term Loan B Commitments.

            Subject to and upon the terms of this Agreement, each Lender
severally agrees to make a loan (each a "Term Loan B"; and collectively, the
"Term Loans B") to the Borrower in the principal amount set forth below opposite
such Lender's name (herein called such Lender's "Term Loan B Committed Amount").
The total of each Lender's Term Loan B Committed Amount is herein called the
"Total Term Loan B Committed Amount". The proportionate share set forth below
opposite each Lender's name is herein called such Lender's "Term Loan B Pro Rata
Share":

--------------------------------------------------------------------------------
                              Term Loan B Committed      Term Loan B Pro Rata
          Lender                      Amount                     Share
--------------------------------------------------------------------------------
           Fleet                   $3,181,850                   18.182%
--------------------------------------------------------------------------------
        GE Capital                 $3,446,975                   19.697%
--------------------------------------------------------------------------------
      Bank of America              $3,446,975                   19.697%
--------------------------------------------------------------------------------
          Heller                   $2,651,600                   15.152%
--------------------------------------------------------------------------------
            PNC                    $2,651,600                   15.152%
--------------------------------------------------------------------------------
          LaSalle                  $2,121,000                   12.120%
--------------------------------------------------------------------------------
     Total Term Loan B
     Committed Amount             $17,500,000                    100%
--------------------------------------------------------------------------------

At the request of the Borrower, the Lenders have agreed to increase the Total
Term Loan B Committed Amount and to readvance a portion of principal amount of
Term Loans B previously


                                       62
<PAGE>

advanced to the Borrower and repaid by the Borrower (the "Term Loan B
Increase"), such that as of the Closing Date the aggregate unpaid principal
balance of the Term Loans B shall be equal to Seventeen Million Five Hundred
Thousand Dollars ($17,500,000). The Borrower covenants and agrees to use the
Term Loan B Increase solely to finance the acquisition of the Poly-Seal Stock in
accordance with the provisions of the Poly-Seal Stock Purchase Transaction or
for other Permitted Uses in connection with the purchase of the Poly-Seal Stock.

            The obligation of each Lender to make a Term Loan B (including its
Pro Rata Share of the Term Loan B Increase) is several and is limited to its
Term Loan B Committed Amount, and such obligation of each Lender is herein
called its "Term Loan B Commitment". The Term Loan B Commitment of each of the
Lenders are herein collectively referred to as the "Term Loan B Commitments".
The Agent shall not be responsible for the Term Loan B Commitment of any Lender;
and similarly, none of the Lenders shall be responsible for the Term Loan B
Commitment of any of the other Lenders; the failure, however, of any Lender to
perform its Term Loan B Commitment shall not relieve any of the other Lenders
from the performance of their respective Term Loan B Commitments.

            2.3.2 Amortization of Term Loans B; the Term Loan B Notes.

            The unpaid principal balance of the Term Loans B shall be due and
payable in monthly installments of principal on each Installment Payment Date,
each in the amount of $730,000. Unless sooner paid, the unpaid principal balance
of the Term Loans B, together with interest accrued and unpaid thereon, shall be
due and payable in full on the first to occur of (i) January 21, 2002 or (ii)
the Revolving Credit Termination Date. The obligation of the Borrower to pay the
Term Loans B, with interest, shall be evidenced by a series of promissory notes
(each as from time to time extended, amended, restated, supplemented or
otherwise modified, the "Term Loan B Note" and collectively, the "Term Loan B
Notes"). Each Term Loan B Note shall be dated as the date hereof and shall be
payable to the order of a Lender at the times provided in the Term Loan B Note,
and shall be in the principal amount of such Lender's Term Loan B Committed
Amount, including its Pro Rata Share of the Term Loan B Increase.

            2.3.3 Mandatory Prepayments of Term Loan B.

            Subject to the provisions of Section 2.9.4 (Indemnity), the Borrower
shall make mandatory prepayments (each a "Term Loan B Mandatory Prepayment" and
collectively the "Term Loan B Mandatory Prepayments") of the Term Loans B to the
Agent for the ratable benefit of the Lenders annually. Each Term Loan B
Mandatory Prepayment shall be in the amount of the Excess Cash Flow for the then
preceding fiscal year and shall be payable on the date the Borrower shall
furnish to the Agent the annual financial statements referred to in Section
6.1.1 (Financial Statements). If, however, the Borrower fails to furnish such
financial statements in any given year as and when required, the Borrower shall
be required to pay the Term Loan B Mandatory Prepayment payable during such
calendar year on the date which is ninety (90) days after the close of the
Borrower's then preceding fiscal year. The Borrower shall pay to the Agent on
the date of each required Term Loan B Mandatory Prepayment accrued interest to
such date on the amount prepaid. Each partial Term Loan B Mandatory Prepayment
shall be applied as follows: (i) fifty percent (50%) to principal against the
principal installments of the Term Loans


                                       63
<PAGE>

B in the inverse order of their maturities and (ii) fifty percent (50%) to all
of the remaining principal installments due on account of the Term Loans B on a
pro rata basis.

            2.3.4 Optional Prepayments of Term Loans B.

            Subject to the provisions of Section 2.9.4 (Indemnity), the Borrower
may, at its option, at any time and from time to time, prepay (each a "Term Loan
B Optional Prepayment" and collectively the "Term Loan B Optional Prepayments")
the Term Loans B, in whole or in part, upon five (5) Business Days prior written
notice, specifying the date and amount of prepayment. The amount to be so
prepaid, together with interest accrued thereon to date of prepayment if the
amount is intended as a prepayment of the Term Loans B in whole, shall be paid
by the Borrower to the Agent for the ratable benefit of the Lenders on the date
specified for such prepayment. Partial Term Loan B Optional Prepayments shall be
applied as follows: (a) fifty percent (50%) to principal against the principal
installments of the Term Loans B in the inverse order of their maturities and
(b) fifty percent (50%) to all of the remaining principal installments due on
account of the Term Loans B on a pro rata basis.

            2.3.5 Term Loan B Fees.

            The Borrower shall pay to the Agent for the ratable benefit of the
Lenders, a quarterly fee, in arrears (collectively, the "Term Loan B Fees" and
individually, a "Term Loan B Fee"), in an amount to be determined based on the
Pricing Ratio and calculated on the average quarterly outstanding balance of the
Term Loans B during such quarterly period, as follows:

------------------------------------------------------------------------------
                                                              Per annum
                                                            Quarterly Term
            Pricing Ratio                                     Loan B Fee
------------------------------------------------------------------------------
Greater than or equal to 6.0 to 1.0                        37.5 basis points
------------------------------------------------------------------------------
Greater than or equal to 5.0 to 1.0,
but less than 5.99 to 1.0                                   25 basis points
------------------------------------------------------------------------------
Greater than or equal to 4.50 to
1.0, but less than 4.99 to 1.0                             12.5 basis points
------------------------------------------------------------------------------
less than 4.50 to 1.0                                        0 basis points
------------------------------------------------------------------------------

Each accrued and unpaid Term Loan B Fee shall be paid by the Borrower to the
Agent at the time the quarterly statements are furnished under Section 6.1.1(c)
(Quarterly Statements), in arrears, commencing March 31, 2000, and on the
maturity date of the Term Loans B; provided, however, in the event that the
Borrower fails to deliver such financial statements to the Agent as and when
required, the Agent may estimate, in its reasonable discretion and without
waiving any Default or Event of Default, the amount of the Term Loan B Fee,
which amount shall be due and payable ON DEMAND by the Agent.

      Section 2.4 The Letter of Credit Facility.

            2.4.1 Letters of Credit.

            Subject to and upon the provisions of this Agreement, and as a part
of the Revolving Credit Commitments, the Borrower may obtain standby or
commercial letters of credit (as the same may from time to time be amended,
supplemented or otherwise modified,


                                       64
<PAGE>

each a "Letter of Credit" and collectively the "Letters of Credit") from the
Agent from time to time from the Closing Date until the Business Day preceding
the Revolving Credit Termination Date. The Borrower will not be entitled to
obtain a Letter of Credit unless (a) the Borrower is then able to obtain a
Revolving Loan from the Lenders in an amount not less than the proposed stated
amount of the Letter of Credit requested by the Borrower, and (b) the sum of the
then Outstanding Letter of Credit Obligations (including the amount of the
requested Letter of Credit) does not exceed Five Million Dollars ($5,000,000)
(the "Letter of Credit Committed Amount").

            2.4.2 Letter of Credit Fees.

                  (a) The Borrower shall pay to the Agent, for its own account,
an issuance fee of one-quarter of one percent (1/4%) per annum of the stated
amount of the Letter of Credit without regard for provisions contained in the
Letters of Credit which may give rise to a reduction in the stated amount
thereof unless such reduction has actually occurred (each a "Letter of Credit
Fronting Fee" and collectively, the "Letter of Credit Fronting Fees"). The
Letter of Credit Fronting Fees shall be paid upon the opening of each Letter of
Credit and upon each anniversary thereof, if any. In addition, the Borrower
shall pay to the Agent all other reasonable and customary negotiation,
processing, transfer or other fees to the extent and as and when required by the
provisions of any Letter of Credit Agreement. All Letter of Credit Fronting Fees
and all such other additional fees are included in and are a part of the "Fees"
payable by the Borrower under the provisions of this Agreement and are for the
sole and exclusive benefit of the Agent and are a part of the Agent's
Obligations.

                  (b) In addition and in connection with each Letter of Credit,
the Borrower shall pay to the Agent for the ratable benefit of the Lenders
quarterly, in arrears, a letter of credit fee (each a "Letter of Credit Fee" and
collectively the "Letter of Credit Fees") in an amount equal to one hundred
seventy-five (175) basis points per annum (calculated on the basis of actual
number of days elapsed in a year of 360 days) of the stated amount of each such
Letter of Credit without regard for provisions contained in the Letters of
Credit which may give rise to a reduction in the stated amount thereof unless
such reduction has actually occurred. The accrued and unpaid portion of each
Letter of Credit Fee shall be paid by the Borrower to the Agent on the first day
of each February, May, August and November, commencing on the first such date
following the date hereof, and on the expiration or termination date of the
respective Letter of Credit.

            2.4.3 Terms of Letters of Credit; Post-Expiration Date Letters of
Credit.

            Each Letter of Credit shall (a) be opened pursuant to a Letter of
Credit Agreement and (b) expire on a date not later than the Business Day
preceding the Revolving Credit Termination Date; provided, however, if any
Letter of Credit does have an expiration date later than the Business Day
preceding the Revolving Credit Termination Date (each a "Post-Expiration Date
Letter of Credit" and collectively, the "Post-Expiration Date Letters of
Credit"), effective as of the Business Day preceding the Revolving Credit
Termination Date and without prior notice to or the consent of the Borrower, the
Lenders shall make advances under the Revolving Loan for the account of the
Borrower in the aggregate stated amount of all such Letters of Credit. The
amount of each Lender's advance shall be equal to its Revolving Credit Pro Rata
Share of the aggregate stated amount of all such Letters of Credit. The Agent
shall deposit the proceeds of such advances into one or more non-interest
bearing accounts with and in


                                       65
<PAGE>

the name of the Agent and over which the Agent alone shall have exclusive power
of access and withdrawal (collectively, the "Letter of Credit Cash Collateral
Account"). The Letter of Credit Cash Collateral Account is to be held by the
Agent, for the ratable benefit of the Lenders, as additional collateral and
security for any Letter of Credit Obligations relating to the Post-Expiration
Date Letters of Credit. The Borrower hereby assigns, pledges, grants and sets
over to the Agent, for the ratable benefit of the Lenders, a first priority
security interest in, and Lien on, all of the funds on deposit in the Letter of
Credit Cash Collateral Account, together with any and all proceeds (cash and
non-cash) and products thereof as additional collateral and security for the
Letter of Credit Obligations relating to the Post-Expiration Date Letters of
Credit. The Borrower acknowledges and agrees that the Agent shall be entitled to
fund any draw or draft on any Post-Expiration Date Letter of Credit from the
monies on deposit in the Letter of Credit Cash Collateral Account without notice
to or consent of the Borrower or any of the Lenders so long as the drawing
request substantially complied with the requirements of any such Letter of
Credit. The Borrower further acknowledges and agrees that the Agent's election
to fund any draw or draft on any Post-Expiration Date Letter of Credit from the
Letter of Credit Cash Collateral shall in no way limit, impair, lessen, reduce,
release or otherwise adversely affect the Borrower's obligation to pay any
unpaid Letter of Credit Obligations under or relating to the Post-Expiration
Date Letters of Credit. At such time as all Post-Expiration Date Letters of
Credit have expired and all Letter of Credit Obligations relating to the
Post-Expiration Date Letters of Credit have been paid in full, the Agent agrees
to apply the amount of any remaining funds on deposit in the Letter of Credit
Cash Collateral Account to the then unpaid balance of the Obligations under the
Revolving Credit Facility in such order and manner as the Agent shall determine
in its reasonable discretion in accordance with the provisions of this
Agreement.

            Each Letter of Credit shall be issued for the sole purpose of a
Permitted Use. The aggregate stated amount of all Letters of Credit at any one
time outstanding and issued by the Agent pursuant to the provisions of this
Agreement, including, without limitation, any and all Post-Expiration Date
Letters of Credit, plus the amount of any unpaid Letter of Credit Fees and
Letter of Credit Fronting Fees accrued, and less the aggregate amount of all
drafts issued under such Letters of Credit that have been paid by the Agent and
for which the Agent has been reimbursed by the Borrower in full in accordance
with Section 2.4.5 and the Letter of Credit Agreements, and for which the Agent
has no further obligation or commitment to restore all or any portion of the
amounts drawn and reimbursed, is herein called the "Outstanding Letter of Credit
Obligations".

            2.4.4 Procedures for Letters of Credit.

            The Borrower shall give the Agent written notice at least five (5)
Business Days prior to the date on which the Borrower desires the Agent to issue
a Letter of Credit. Such notice shall be accompanied by a duly executed Letter
of Credit Agreement specifying, among other things: (a) the name and address of
the intended beneficiary of the Letter of Credit, (b) the requested stated
amount of the Letter of Credit, (c) whether the Letter of Credit is to be
revocable or irrevocable, (d) the Business Day on which the Letter of Credit is
to be opened and the date on which the Letter of Credit is to expire, (e) the
terms of payment of any draft or drafts which may be drawn under the Letter of
Credit, and (f) any other terms or provisions the Borrower desire to be
contained in the Letter of Credit. Such notice shall also be accompanied by such
other information, certificates, confirmations, and other items as the Agent may
reasonably require to


                                       66
<PAGE>

assure that the Letter of Credit is to be issued in accordance with the
provisions of this Agreement and a Letter of Credit Agreement. In the event of
any conflict between the provisions of this Agreement and the provisions of a
Letter of Credit Agreement, the provisions of this Agreement shall prevail and
control unless otherwise expressly provided in the Letter of Credit Agreement.
Upon (y) receipt of such notice, (z) payment of all Letter of Credit Fronting
Fees and all other Fees payable in connection with the issuance of such Letter
of Credit, and (iii) receipt of a duly executed Letter of Credit Agreement, the
Agent shall process such notice and Letter of Credit Agreement in accordance
with its customary procedures and open such Letter of Credit on the Business Day
specified in such notice.

            2.4.5 Payments of Letters of Credit.

            The Borrower hereby promises to pay to the Agent, ON DEMAND and in
United States Dollars, the following which are herein collectively referred to
as the "Current Letter of Credit Obligations":

                  (a) the amount which the Agent has paid under each draft or
draw on a Letter of Credit, whether such demand be in advance of the Agent's
payment or for reimbursement for such payment;

                  (b) any and all reasonable charges and expenses which the
Agent may pay or incur relative to the Letter of Credit and/or such draws or
drafts; and

                  (c) interest on the amounts described in (a) and (b) not paid
by the Borrower as and when due and payable under the provisions of (a) and (b)
above from the day the same are due and payable until paid in full at a rate per
annum equal to the then current highest rate of interest on the Revolving Loan.

            In addition, the Borrower hereby promises to pay any and all other
Letter of Credit Obligations as and when due and payable in accordance with the
provisions of this Agreement and the Letter of Credit Agreements. The obligation
of the Borrower to pay Current Letter of Credit Obligations and all other Letter
of Credit Obligations shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which the Borrower or any other account party may have or have had against the
beneficiary of such Letter of Credit, the Agent, any of the Lenders, or any
other Person, including, without limitation, any defense based on the failure of
any draft or draw to conform to the terms of such Letter of Credit, any draft or
other document proving to be forged, fraudulent or invalid, or the legality,
validity, regularity or enforceability of such Letter of Credit, any draft or
other documents presented with any draft, any Letter of Credit Agreement, this
Agreement, or any of the other Financing Documents, all whether or not the Agent
or any of the Lenders had actual or constructive knowledge of the same, and
irrespective of any Collateral, security or guarantee therefor or right of
offset with respect thereto and irrespective of any other circumstances
whatsoever which constitutes, or might be construed to constitute, an equitable
or legal discharge of the Borrower for any Letter of Credit Obligations, in
bankruptcy or otherwise; provided, however, that the Borrower shall not be
obligated to reimburse the Agent for any wrongful payment under such Letter of
Credit made as a result of the Agent's willful misconduct or gross negligence.
The obligation of the Borrower to pay the Letter of Credit Obligations shall


                                       67
<PAGE>

not be conditioned or contingent upon the pursuit by the Agent or any other
Person at any time of any right or remedy against any Person which may be or
become liable in respect of all or any part of such obligation or against any
Collateral, security or guarantee therefor or right of offset with respect
thereto.

            The Letter of Credit Obligations shall continue to be effective, or
be reinstated, as the case may be, if at any time payment of all or any portion
of the Letter of Credit Obligations is rescinded or must otherwise be restored
or returned by the Agent or any of the Lenders upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any Person, or upon or as a result
of the appointment of a receiver, intervenor, or conservator of, or trustee or
similar officer for, any Person, or any substantial part of such Person's
property, all as though such payments had not been made.

            All payments by the Agent and the Lenders with respect to any of the
Current Letter of Credit Obligations shall be deemed to be advances under the
Revolving Loan contemporaneously as of the date any such Current Letter of
Credit Obligations due and owing; the proceeds of each such advance shall be
used to pay Current Letter of Credit Obligations in the amount of such advance.

      Section 2.5 The Bond Letter of Credit Facility.

            2.5.1 Bond Letter of Credit.

            Subject to and upon the provisions of the Bond Letter of Credit
Agreement, the Agent has agreed to issue the Nevada Bond Letter of Credit for
the period commencing on the First Closing Date and ending on the Revolving
Credit Termination Date (the "Bond Letter of Credit Commitment"). The Agent
shall have no obligation or commitment to issue or renew the Nevada Bond Letter
of Credit if the stated amount of the Nevada Bond Letter of Credit then
outstanding or proposed to be issued exceeds Four Million One Hundred Eighty
Thousand Eight Hundred Twenty-two Dollars ($4,180,822) (the "Bond Letter of
Credit Committed Amount").

            2.5.2 Bond Letter of Credit Fees.

                  (a) The Borrower shall pay to the Agent, for its own account,
an issuance fee of one-quarter of one percent (1/4%) per annum of the stated
amount of the Nevada Bond Letter of Credit, without regard for provisions
contained in the Nevada Bond Letter of Credit which may give rise to a reduction
in the stated amount thereof unless such reduction has actually occurred (each a
"Bond Letter of Credit Fronting Fee" and collectively, the "Bond Letter of
Credit Fronting Fees"). The Bond Letter of Credit Fronting Fees shall be paid
upon the issuance of the Nevada Bond Letter of Credit and upon each anniversary
thereof, if any. In addition, the Borrower shall pay to the Agent all other
reasonable and customary negotiation, processing, transfer or other fees to the
extent and as and when required by the provisions of any Bond Letter of Credit
Agreement. All Bond Letter of Credit Fronting Fees and all such other additional
fees are included in and are a part of the "Fees" payable by the Borrower under
the provisions of this Agreement and are for the sole and exclusive benefit of
the Agent and are a part of the Agent's Obligations.


                                       68
<PAGE>

                  (b) In addition and in connection with the Nevada Bond Letter
of Credit, the Borrower shall pay to the Agent for the ratable benefit of the
Lenders quarterly, in arrears, a letter of credit fee (each a "Bond Letter of
Credit Fee" and collectively the "Bond Letter of Credit Fees") in an amount
equal to one hundred seventy-five (175) basis points per annum (calculated on
the basis of actual number of days elapsed in a year of 360 days) of the stated
amount of the Nevada Bond Letter of Credit, without regard for provisions
contained in the Nevada Bond Letter of Credit which may give rise to a reduction
in the stated amount thereof unless such reduction has actually occurred. The
accrued and unpaid portion of each Bond Letter of Credit Fee shall be paid by
the Borrower to the Agent, for the ratable benefit of the Lenders, on the first
day of each February, May, August and November, commencing on the first such
date following the date hereof, and on the expiration or termination date of the
Nevada Bond Letter of Credit.

            2.5.3 Terms of Nevada Bond Letter of Credit.

            The Nevada Bond Letter of Credit shall (a) be issued pursuant to a
Bond Letter of Credit Agreement and (b) expire on a date not later than the
Business Day preceding the Revolving Credit Termination Date. The Nevada Bond
Letter of Credit shall be issued for the sole purpose of providing collateral
for the Nevada Bonds or for any other purposes required by the Nevada Bonds. The
stated amount of the Nevada Bond Letter of Credit at any one time outstanding,
plus the amount of any unpaid Bond Letter of Credit Fees and Bond Letter of
Credit Fronting Fees accrued or scheduled to accrue thereon, and less the
aggregate amount of all drafts drawn under or purporting to have been drawn
under the Nevada Bond Letter of Credit that have been paid by the Agent and for
which the Agent has been reimbursed by the Borrower in full in accordance with
Section 2.5.4 (Payments of Bond Letters of Credit) and the Bond Letter of Credit
Agreement, and for which the Agent has no further obligation or commitment to
restore all or any portion of the amounts drawn and reimbursed, is herein called
the "Outstanding Bond Letter of Credit Obligations".

            2.5.4 Payments of Bond Letters of Credit.

                  (a) Subject to the provisions of paragraph (b) below, the
Borrower hereby promises to pay to the Agent, ON DEMAND and in United States
Dollars, the following which are herein collectively referred to as the "Current
Bond Letter of Credit Obligations":

                        (i) the amount which the Agent has paid under each draft
                  or draw on the Nevada Bond Letter of Credit, whether such
                  demand be in advance of the Agent's payment or for
                  reimbursement for such payment;

                        (ii) any and all reasonable charges and expenses which
                  the Agent may pay or incur relative to the Nevada Bond Letter
                  of Credit and/or such draws or drafts; and

                        (iii) interest on the amounts described in (i) and (ii)
                  not paid by the Borrower as and when due and payable under the
                  provisions of (i) and (ii) above from the day the same are


                                       69
<PAGE>

                  due and payable until paid in full at a rate per annum equal
                  to the then current highest rate of interest on the Revolving
                  Loan.

                  (b) Notwithstanding the provisions of paragraph (a) above, as
long as no Event of Default has occurred any drawing under the Nevada Bond
Letter of Credit to purchase Nevada Bonds relating to Nevada Bonds which were
tendered for purchase by the holders thereof and which were not remarketed in a
timely fashion (each referred to herein as a "Conversion Drawing"), are not
required to be reimbursed to the Agent ON DEMAND; provided that the Borrower
makes payments of interest to the Agent at the rates, at the times and otherwise
subject to the provisions for interest on the Loans under Section 2.9
(Interest), and the principal amount of each such Conversion Drawing is repaid
in equal quarterly payments over the remaining term of the Bond Letter of Credit
Facility; final payment of all outstanding amounts relating to the Nevada Bond
Letter of Credit to be made no later than expiry of the Bond Letter of Credit
Facility or the Revolving Credit Termination Date, whichever is earlier. In the
event that any of the payments required by this paragraph (b) are not made when
due or an Event of Default occurs, all of the foregoing amounts shall be
immediately due and payable ON DEMAND.

                  (c) In addition, the Borrower hereby promises to pay any and
all other Bond Letter of Credit Obligations as and when due and payable in
accordance with the provisions of this Agreement and the Bond Letter of Credit
Agreements. The obligation of the Borrower to pay Current Bond Letter of Credit
Obligations and all other Bond Letter of Credit Obligations shall be absolute
and unconditional under any and all circumstances and irrespective of any
setoff, counterclaim or defense to payment which the Borrower or any other
account party may have or have had against the beneficiary of such Bond Letter
of Credit, the Agent, any of the Lenders, or any other Person, including,
without limitation, any defense based on the failure of any draft or draw to
conform to the terms of the Nevada Bond Letter of Credit, any draft or other
document proving to be forged, fraudulent or invalid, or the legality, validity,
regularity or enforceability of the Nevada Bond Letter of Credit, any draft or
other documents presented with any draft, any Bond Letter of Credit Agreement,
this Agreement, any of the Bond Letter of Credit Agreement Documents, or any of
the other Financing Documents, all whether or not the Agent or any of the
Lenders had actual or constructive knowledge of the same, and irrespective of
any Collateral, security or guarantee therefor or right of offset with respect
thereto and irrespective of any other circumstances whatsoever which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrower for any Bond Letter of Credit Obligations, in
bankruptcy or otherwise; provided, however, that the Borrower shall not be
obligated to reimburse the Agent for any wrongful payment under the Nevada Bond
Letter of Credit made as a result of the Agent's willful misconduct or gross
negligence. The obligation of the Borrower to pay the Bond Letter of Credit
Obligations shall not be conditioned or contingent upon the pursuit by the Agent
or any other Person at any time of any right or remedy against any Person which
may be or become liable in respect of all or any part of such obligation or
against any Collateral, security or guarantee therefor or right of offset with
respect thereto.

            The Bond Letter of Credit Obligations shall continue to be
effective, or be reinstated, as the case may be, if at any time payment of all
or any portion of the Bond Letter of Credit Obligations is rescinded or must
otherwise be restored or returned by the Agent or any of the Lenders upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any


                                       70
<PAGE>

Person, or upon or as a result of the appointment of a receiver, intervenor, or
conservator of, or trustee or similar officer for, any Person, or any
substantial part of such Person's property, all as though such payments had not
been made.

      Section 2.6 The UK Revolving Credit Facility.

            2.6.1 UK Revolving Credit Facility.

            Subject to and upon the terms of this Agreement, Bank of America,
acting through its Sterling LIBOR Lending Office, establishes a revolving credit
facility in favor of Berry UK and NIM Holdings in an amount equal to One Million
Five Hundred Thousand Pounds Sterling ((pound)1,500,000) (the "UK Revolving
Credit Committed Amount"). The aggregate of all advances under the UK Revolving
Credit Facility is sometimes referred to in this Agreement collectively as the
"UK Revolving Loan". Each Lender hereby irrevocably authorizes Bank of America,
acting through its Sterling LIBOR Lending Office, to make advances under the UK
Revolving Loan, in accordance with the provisions of this Agreement. Subject to
the terms and conditions of Section 2.8.5, as of the date each advance is made
by Bank of America, acting through its Sterling LIBOR Lending Office, under the
UK Revolving Loan pursuant to the provisions of this Agreement, each Lender
shall have an undivided participating interest in (a) the rights and obligations
of Bank of America, acting through its Sterling LIBOR Lending Office, in each
advance and (b) the UK Obligations with respect to such advance in an amount
equal to the proportionate share set forth below opposite each Lender's name
(herein called such Lender's "UK Revolving Credit Pro Rata Share"):

--------------------------------------------------------------------------------
                               UK Revolving Credit      UK Revolving Credit Pro
          Lender                 Committed Amount             Rata Share
--------------------------------------------------------------------------------
           Fleet               (pound)272,730                   18.182%
--------------------------------------------------------------------------------
        GE Capital             (pound)295,455                   19.697%
--------------------------------------------------------------------------------
      Bank of America          (pound)295,455                   19.697%
--------------------------------------------------------------------------------
          Heller               (pound)227,280                   15.152%
--------------------------------------------------------------------------------
            PNC                (pound)227,280                   15.152%
--------------------------------------------------------------------------------
          LaSalle              (pound)181,800                   12.120%
--------------------------------------------------------------------------------
    UK Revolving Credit
     Committed Amount         (pound)1,500,000                   100%
--------------------------------------------------------------------------------

            During the UK Revolving Credit Commitment Period, Berry UK and/or
NIM Holdings may request advances under the UK Revolving Credit Facility in
accordance with the provisions of this Agreement; provided that after giving
effect to a borrowing request the aggregate outstanding principal balance of the
UK Revolving Loan would not exceed the lesser of (i) the UK Revolving Credit
Committed Amount or (ii) the UK Borrowing Base.

All advances under the UK Revolving Loan shall be made in Pounds Sterling.


                                       71
<PAGE>

            2.6.2 Procedure for Making Advances Under the UK Revolving Loan.

      Berry UK and/or NIM Holdings may borrow under the UK Revolving Credit
Facility on any Business Day. Each advance shall be in an amount at least equal
to, and in increments of, One Hundred Fifty Thousand Pounds Sterling
((pound)150,000). Advances under the UK Revolving Loan shall be applied as
directed by NIM Holdings, which direction Bank of America, acting through its
Sterling LIBOR Lending Office, may require to be in writing. Not later than
10:00 a.m. (London Time) on the date of the requested borrowing, NIM Holdings
shall give Bank of America, acting through its Sterling LIBOR Lending Office, a
Loan Notice of the amount (denominated in Sterling) and (if requested by Bank of
America, acting through its Sterling LIBOR Lending Office) the purpose of the
requested borrowing. Any oral Loan Notice shall be confirmed in writing by NIM
Holdings, within three (3) Business Days after the making of the requested
advance under the UK Revolving Loan.

      In addition, Berry UK and NIM Holdings each hereby irrevocably authorize
Bank of America, acting through its Sterling LIBOR Lending Office, with the
consent of the Requisite Lenders, at any time and from time to time, without
further request from or notice to Berry UK or NIM Holdings, to make advances
under the UK Revolving Loan which Bank of America, acting through its Sterling
LIBOR Lending Office, deems necessary or appropriate to protect the interests of
Bank of America, acting through its Sterling LIBOR Lending Office (and/or any of
the Lenders) under this Agreement, including, without limitation, advances under
the UK Revolving Loan made to cover debit balances in the UK Revolving Loan
Account, to pay principal of, and/or interest on, any Loan to Berry UK and/or
NIM Holdings, the UK Obligations, and/or Enforcement Costs to the extent such
Enforcement Costs relate solely to the UK Obligations, prior to, on, or after
the termination of other advances under this Agreement, regardless of whether
the outstanding principal amount of the UK Revolving Loan which Bank of America,
acting through its Sterling LIBOR Lending Office, may advance hereunder exceeds
the UK Revolving Credit Committed Amount. Bank of America. acting through its
Sterling LIBOR Lending Office, acknowledges and agrees that no Lender shall have
any obligation to purchase a participation interest in any such advances unless
otherwise agreed in writing by such Lender, if and to the extent such Lender's
Pro Rata Share of the UK Revolving Loan would exceed, with the purchase of a
participation in any such advances, such Lender's UK Revolving Credit Committed
Amount.

            2.6.3 UK Borrowing Base.

      As used in this Agreement, the term "UK Borrowing Base" means at any time,
an amount equal to the aggregate of (a) eighty-five percent (85%) of the amount
of Eligible UK Receivables, plus (b) the lesser of (i) sixty percent (60%) of
the amount of Eligible UK Inventory or (ii) Five Hundred Thousand Pounds
Sterling ((pound)500,000).

      The UK Borrowing Base shall be computed based on the UK Borrowing Base
Report most recently delivered to and accepted by Bank of America in its
reasonable discretion. In the event Berry UK and NIM Holdings fail to furnish a
UK Borrowing Base Report required by Section 2.6.4 (UK Borrowing Base Report),
Bank of America, acting through its Sterling LIBOR Lending Office, may suspend
the making of or limit advances under the UK Revolving Loan. The UK Borrowing
Base shall be reduced by the amount of any Account or any Inventory which


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was included in the UK Borrowing Base, but which Bank of America, acting through
its Sterling LIBOR Lending Office, determines fails to meet the respective
criteria applicable from time to time for Eligible UK Receivables or Eligible UK
Inventory.

      If at any time the total of the aggregate principal amount of the UK
Revolving Loan exceeds the UK Borrowing Base, a borrowing base deficiency (each
a "UK Borrowing Base Deficiency") shall exist. Each time a UK Borrowing Base
Deficiency exists, Berry UK and NIM Holdings, at the sole and absolute
discretion of Bank of America, acting through its Sterling LIBOR Lending Office,
exercised from time to time, jointly and severally shall pay the UK Borrowing
Base Deficiency ON DEMAND to Bank of America, acting through its Sterling LIBOR
Lending Office, from time to time.

      Without implying any limitation on Bank of America's discretion, acting
through its Sterling LIBOR Lending Office, with respect to the UK Borrowing
Base, the criteria for Eligible UK Receivables and for Eligible UK Inventory
contained in the respective definitions of Eligible UK Receivables and of
Eligible UK Inventory are in part based upon the business operations of NIM
Holdings and Berry UK existing on or about the date of this Agreement and upon
information and records furnished to Bank of America, acting through its
Sterling LIBOR Lending Office, by Berry UK and NIM Holdings. If at any time or
from time to time hereafter, the business operations of NIM Holdings or Berry UK
changes in any material respect or such information and records furnished to
Bank of America, acting through its Sterling LIBOR Lending Office, are
materially incorrect or misleading, Bank of America, acting through its Sterling
LIBOR Lending Office, in its reasonable discretion, may at any time and from
time to time during the duration of this Agreement change such criteria, add new
criteria, make existing criteria less onerous, or remove existing criteria;
provided, however, that any such change in, or addition or removal of criteria
shall be effective only after notice thereof from Bank of America, acting
through its Sterling LIBOR Lending Office, to Berry UK or NIM Holdings. Except
in emergency circumstances, Bank of America, acting through its Sterling LIBOR
Lending Office, agrees to use its commercially reasonable efforts to consult
with Berry UK or NIM Holdings prior to the effective date of any addition to, or
change in, eligibility criteria, but that Bank of America, acting through its
Sterling LIBOR Lending Office, shall have no obligation or duty to reach an
agreement with Berry UK or NIM Holdings as a condition of, or prior to, imposing
any changes in, or additions to, eligibility criteria. Bank of America, acting
through its Sterling LIBOR Lending Office, shall communicate such changed or
additional criteria to Berry UK or NIM Holdings from time to time either orally
or in writing.

            2.6.4 UK Borrowing Base Report.

            NIM Holdings and Berry UK will furnish to Bank of America, acting
through its Sterling LIBOR Lending Office, no less frequently than monthly, as
soon as available, but in any event within thirty (30) days of the end of each
fiscal month, and, upon the occurrence of an Event of Default or as otherwise
provided in this Section 2.6.4, at such other times as may be requested by Bank
of America, acting through its Sterling LIBOR Lending Office, a report of the UK
Borrowing Base in the form attached hereto as Exhibit A-2 (each a "UK Borrowing
Base Report"; collectively, the "UK Borrowing Base Reports") in the form
required from time to time by Bank of America, acting through its Sterling LIBOR
Lending Office, appropriately completed and duly signed. The UK Borrowing Base
Report shall contain


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<PAGE>

the amount and payments on the Accounts included in the UK Borrowing Base, the
value of Inventory included in the UK Borrowing Base, and the calculations of
the UK Borrowing Base, all in such detail, and accompanied by such supporting
and other information, as Bank of America, acting through its Sterling LIBOR
Lending Office, may from time to time reasonably request. Upon Bank of America's
request, acting through its Sterling LIBOR Lending Office, and upon the creation
of any Accounts included in the UK Borrowing Base, NIM Holdings and/or Berry UK,
as appropriate, will provide Bank of America, acting through its Sterling LIBOR
Lending Office with (a) confirmatory assignment schedules; (b) copies of Account
Debtor invoices; (c) evidence of shipment or delivery; and (d) such further
schedules, documents and/or information regarding such Accounts and such
Inventory as Bank of America, acting through its Sterling LIBOR Lending Office,
may reasonably require. The items to be provided under this subsection shall be
in form reasonably satisfactory to Bank of America, acting through its Sterling
LIBOR Lending Office, and certified as true and correct by a Responsible
Officer, and delivered to Bank of America, acting through its Sterling LIBOR
Lending Office, from time to time solely for Bank of America's convenience,
acting through its Sterling LIBOR Lending Office, in maintaining records of the
UK Collateral. The failure of NIM Holdings or Berry UK to deliver any such items
to Bank of America, acting through its Sterling LIBOR Lending Office, shall not
affect, terminate, modify, or otherwise limit the Liens of Bank of America,
acting through its Sterling LIBOR Lending Office, in the UK Collateral.
Notwithstanding the foregoing, Berry UK and NIM Holdings acknowledge and agree
that Bank of America, acting through its Sterling LIBOR Lending Office, at its
option, may require that NIM Holdings and Berry UK furnish to Bank of America,
acting through its Sterling LIBOR Lending Office, weekly and, if requested by
Bank of America, Sterling LIBOR Lending Office, daily UK Borrowing Base Reports
upon the occurrence of a Borrowing Base Trigger Event. Bank of America, acting
through its Sterling LIBOR Lending Office, agrees that it shall not be entitled
to require that NIM Holdings or Berry UK furnish weekly or daily UK Borrowing
Base Reports solely as the result of the occurrence of a Borrowing Base Trigger
Event, if Bank of America, acting through its Sterling LIBOR Lending Office,
fails to so notify Berry UK and NIM Holdings within ninety (90) days of the date
that the Borrower has cured the Borrowing Base Trigger Event to the reasonable
satisfaction of Bank of America, acting through its Sterling LIBOR Lending
Office. The foregoing sentence, however, shall not prevent Bank of America from
later requiring more frequent UK Borrowing Base Reports following the occurrence
of any subsequent Borrowing Base Trigger Event; provided, that Bank of America,
acting through its Sterling LIBOR Lending Office, so notifies the Borrower
within ninety (90) days of date that the Borrower has cured the Borrowing Base
Trigger Event to the reasonable satisfaction of Bank of America, acting through
its Sterling LIBOR Lending Office.

            2.6.5 UK Revolving Credit Note.

            The joint and several obligation of Berry UK and NIM Holdings to pay
the UK Revolving Loan, with interest, shall be evidenced by a promissory note
(as from time to time extended, amended, restated, supplemented or otherwise
modified, the "UK Revolving Credit Note"). The UK Revolving Credit Note shall be
dated as of the date of this Agreement, shall be payable to the order of Bank of
America, acting through its Sterling LIBOR Lending Office, at the times provided
in the UK Revolving Credit Note, and shall be in the principal amount of the UK
Revolving Credit Committed Amount. Berry UK and NIM Holdings acknowledge and
agree that, if the outstanding principal balance of the UK Revolving Loan


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<PAGE>

outstanding from time to time exceeds the stated amount of the UK Revolving
Credit Note, the excess shall bear interest at the rates provided from time to
time for advances under the UK Revolving Loan evidenced by the UK Revolving
Credit Note and shall be payable, with accrued interest, ON DEMAND to Bank of
America, acting through its Sterling LIBOR Lending Office. The UK Revolving
Credit Note shall not operate as a novation of any of the UK Obligations or
nullify, discharge, or release any such UK Obligations or the continuing
contractual relationship of the parties hereto in accordance with the provisions
of this Agreement.

            2.6.6 Mandatory Prepayments of UK Revolving Loan.

            Subject to the provisions of Section 2.9.4 (Indemnity), upon the
request of Bank of America, acting through its Sterling LIBOR Lending Office,
pursuant to Section 2.6.3 (UK Borrowing Base), Berry UK and NIM Holdings jointly
and severally shall make mandatory prepayments (each a "UK Revolving Loan
Mandatory Prepayment" and collectively, the "UK Revolving Loan Mandatory
Prepayments") of the UK Revolving Loan at any time and from time to time in
order to cover any UK Borrowing Base Deficiency.

            2.6.7 Optional Prepayments of UK Revolving Loan.

            Subject to the provisions of Section 2.9.4 (Indemnity), Berry UK and
NIM Holdings shall have the option at any time and from time to time prepay
(each a "UK Revolving Loan Optional Prepayment" and collectively the "UK
Revolving Loan Optional Prepayments") the UK Revolving Loan, in whole or in part
without premium or penalty. UK Revolving Loan Optional Prepayments shall be made
following a timely and proper written notice to Bank of America, acting through
its Sterling LIBOR Lending Office, with respect thereto specifying the date and
amount of any intended UK Revolving Loan Optional Prepayment. The amount to be
prepaid shall be paid by Berry UK or NIM Holdings to Bank of America, acting
through its Sterling LIBOR Lending Office, on the date specified for such
prepayment. Any amounts repaid or prepaid may be readvanced and reborrowed
subject to the provisions of this Agreement.

            2.6.8 UK Revolving Loan Account.

            Bank of America, acting through its Sterling LIBOR Lending Office,
will establish and maintain a loan account on its books (the "UK Revolving Loan
Account") to which Bank of America, acting through its Sterling LIBOR Lending
Office, will (a) debit (i) the principal amount of each advance under the UK
Revolving Loan made by Bank of America, acting through its Sterling LIBOR
Lending Office, hereunder, as of the date made, (ii) the amount of any interest
accrued on the UK Revolving Loan as and when due, and (iii) any other amounts
due and payable by Berry UK and/or NIM Holdings to Bank of America, acting
through its Sterling LIBOR Lending Office, from time to time under the
provisions of this Agreement in connection with the UK Obligations, as and when
due and payable, and (b) credit all payments made by Berry UK and/or NIM
Holdings to Bank of America, acting through its Sterling LIBOR


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<PAGE>

Lending Office, on account of the UK Revolving Loan as of the date made. All
credit entries to the UK Revolving Loan Account are conditional and shall be
readjusted as of the date made if final and indefeasible payment is not received
by Bank of America, at its Sterling LIBOR Lending Office, in cash or solvent
credits. Berry UK and NIM Holdings hereby jointly and severally promise to pay
to the order of Bank of America, acting through its Sterling LIBOR Lending
Office, on the UK Revolving Credit Termination Date, an amount equal to the
excess, if any, of all debit entries over all credit entries recorded in the UK
Revolving Loan Account under the provisions of this Agreement. Any and all
periodic or other statements or reconciliations, and the information contained
in those statements or reconciliations, of the UK Revolving Loan Account shall
be presumed conclusively to be correct, and shall constitute an account stated
between Bank of America, acting through its Sterling LIBOR Lending Office, NIM
Holdings and Berry UK unless Bank of America, acting through its Sterling LIBOR
Lending Office, receives specific written objection thereto from Berry UK or NIM
Holdings within thirty (30) Business Days after such statement or reconciliation
shall have been sent by Bank of America, acting through its Sterling LIBOR
Lending Office. Any and all periodic or other statements or reconciliations, and
the information contained in those statements or reconciliations, of the UK
Revolving Loan Account shall be final, binding and conclusive upon Berry UK and
NIM Holdings in all respects, absent manifest error, unless Bank of America,
acting through its Sterling LIBOR Lending Office, receives specific written
objection thereto from Berry UK or NIM Holdings within thirty (30) Business Days
after such statement or reconciliation shall have been sent by Bank of America,
acting through its Sterling LIBOR Lending Office.

            2.6.9 UK Revolving Credit Facility Fee.

            Berry UK and NIM Holdings jointly and severally shall pay to Bank of
America, acting through its Sterling LIBOR Lending Office, in Pounds Sterling
(for the benefit of Bank of America, acting through its Sterling LIBOR Lending
Office, and each of the Lenders) annually, in advance, a UK Revolving Credit
Facility fee (collectively, the "UK Revolving Credit Facility Fees" and
individually, a "UK Revolving Credit Facility Fee") in an amount equal to
one-eighth of one percent (1/8%) per annum (calculated on the basis of actual
number of days elapsed in a year of 365 days) of the UK Revolving Credit
Committed Amount in effect from time to time. The accrued and unpaid UK
Revolving Credit Facility Fee shall be paid by Berry UK and NIM Holdings to Bank
of America, acting through its Sterling LIBOR Lending Office, on July 2, 2000
and on each anniversary date thereof. Bank of America, acting through its
Sterling LIBOR Lending Office, agrees to remit to each Lender its UK Revolving
Credit Pro Rata Share of each UK Revolving Credit Facility Fee promptly
following the receipt by Bank of America, acting through its Sterling LIBOR
Lending Office, in collected funds and in Pounds Sterling, of payment from Berry
UK and/or NIM Holdings of such UK Revolving Credit Facility Fee.

      Section 2.7 UK Term Loan Facility.

            2.7.1 UK Term Loan Commitments.

            Subject to and upon the terms of this Agreement, Bank of America,
acting through its Sterling LIBOR Lending Office, has made a loan (the "UK Term
Loan") to NIM Holdings in the principal amount of Four Million Five Hundred
Thousand Pounds Sterling ((pound)4,500,000) (the "UK Term Loan Committed
Amount"). Subject to the terms and conditions of Section 2.8.5, each Lender has
an undivided participating interest in (a) the rights and obligations of Bank of
America, acting through its Sterling LIBOR Lending Office, in the UK Term Loan,
and (b) the UK Obligations with respect to such advance in an amount equal to
the


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<PAGE>

proportionate share set forth below opposite each Lender's name (herein called
such Lender's "UK Term Loan Pro Rata Share"), which amounts are calculated as of
May 2, 2000:

--------------------------------------------------------------------------------
                              UK Term Loan Committed     UK Term Loan Pro Rata
          Lender                      Amount                     Share
--------------------------------------------------------------------------------
           Fleet               (pound)532,798.75                18.182%
--------------------------------------------------------------------------------
        GE Capital             (pound)577,193.76                19.697%
--------------------------------------------------------------------------------
      Bank of America          (pound)577,193.76                19.697%
--------------------------------------------------------------------------------
          Heller               (pound)444,008.73                15.152%
--------------------------------------------------------------------------------
            PNC                (pound)444,008.73                15.152%
--------------------------------------------------------------------------------
          LaSalle              (pound)355,160.09                12.120%
--------------------------------------------------------------------------------
  UK Term Loan Committed
          Amount             (pound)2,930,363.82                 100%
--------------------------------------------------------------------------------

            The obligation of Bank of America, acting through its Sterling LIBOR
Lending Office, to make the UK Term Loan and each Lender to purchase a
participation interest in the UK Term Loan is herein called its "UK Term Loan
Commitment". The UK Term Loan Commitment of Bank of America, acting through its
Sterling LIBOR Lending Office, and each of the Lenders are herein collectively
referred to as the "UK Term Loan Commitments". None of the Lenders shall be
responsible for the UK Term Loan Commitment of any of the other Lenders; the
failure, however, of any Lender to perform its UK Term Loan Commitment shall not
relieve any of the other Lenders from the performance of their respective UK
Term Loan Commitments. As of the Closing Date, the unpaid principal balance of
the UK Term Loan is (pound)2,930,363.82.

            2.7.2 Amortization of UK Term Loan; the UK Term Loan Note.

            The unpaid principal balance of the UK Term Loan shall be due and
payable in monthly installments of principal on the first day of each calendar
month, each in the following amounts during the following periods:

            Period                                      Amount
            ------                                      ------

            April 1, 2000
            through and including September 1, 2000  (pound)70,835

            All times thereafter                     (pound)80,835

            Unless sooner paid, the unpaid principal balance of the UK Term
Loan, together with interest accrued and unpaid thereon, shall be due and
payable in full on the UK Revolving Credit Termination Date.

            The obligation of NIM Holdings to pay the UK Term Loan, with
interest, shall be evidenced by a promissory note (as from time to time
extended, amended, restated, supplemented or otherwise modified, the "UK Term
Loan Note"). The UK Term Loan Note


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<PAGE>

shall be dated as the date hereof and shall be payable to the order of Bank of
America, acting through its Sterling LIBOR Lending Office, at the times provided
in the UK Term Loan Note, and shall be in the principal amount of the UK Term
Loan Committed Amount.

            2.7.3 Mandatory Prepayments of UK Term Loan.

            Subject to the provisions of Section 2.9.4 (Indemnity), NIM Holdings
shall make mandatory prepayments (each a "UK Term Loan Mandatory Prepayment" and
collectively the "UK Term Loan Mandatory Prepayments") of the UK Term Loan to
Bank of America, acting through its Sterling LIBOR Lending Office, annually.
Each UK Term Loan Mandatory Prepayment shall be in the amount of (a) any portion
of the purchase price for the stock issued by Berry UK which is returned to NIM
Holdings or the Borrower as a purchase price adjustment resulting from any event
other than the indemnification of losses resulting from a breach of a
representation or warranty by the Seller, all in accordance with the terms of
the purchase agreement governing NIM Holdings' acquisition of Berry UK and shall
be payable on the date NIM Holdings or the Borrower receives such amount from or
on behalf of the seller of the Berry UK stock and (b) the UK Excess Cash Flow
for the then preceding fiscal year and shall be payable on the date the Borrower
shall furnish to the Agent the annual financial statements referred to in
Section 6.1.1 (Financial Statements). If, however, the Borrower fails to furnish
such financial statements in any given year as and when required, NIM Holdings
shall be required to pay the UK Term Loan Mandatory Prepayment payable during
such calendar year on the date which is ninety (90) days after the close of NIM
Holdings's then preceding fiscal year. NIM Holdings shall pay to Bank of
America, acting through its Sterling LIBOR Lending Office, on the date of each
required UK Term Loan Mandatory Prepayment accrued interest to such date on the
amount prepaid. Each partial UK Term Loan Mandatory Prepayment shall be applied
against the principal installments of the UK Term Loan in the inverse order of
their maturities. In addition to the foregoing, the Borrower shall make a UK
Term Loan Mandatory Prepayment on behalf of NIM Holdings to the extent of any
Excess Cash Flow remaining after payment of the Term Loans B in full.

            2.7.4 Optional Prepayments of UK Term Loan.

            Subject to the provisions of Section 2.9.4 (Indemnity), NIM Holdings
may, at its option, at any time and from time to time, prepay (each a "UK Term
Loan Optional Prepayment" and collectively the "UK Term Loan Optional
Prepayments") the UK Term Loan, in whole or in part, upon five (5) Business Days
prior written notice, specifying the date and amount of prepayment. The amount
to be so prepaid, together with interest accrued thereon to date of prepayment
if the amount is intended as a prepayment of the UK Term Loan in whole, shall be
paid by NIM Holdings to Bank of America at its Sterling LIBOR Lending Office on
the date specified for such prepayment. Partial UK Term Loan Optional
Prepayments shall be applied against the principal installments of the UK Term
Loan in the inverse order of their maturities.


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<PAGE>

      Section 2.8 General Letter of Credit Provisions and Participation
Provisions for UK Credit Facilities.

            2.8.1 Procedures for Letters of Credit and Bond Letters of Credit.

            If any change after the Closing Date in any law or regulation or in
the interpretation thereof by any court or other Governmental Authority charged
with the administration thereof shall either (a) impose, modify or deem
applicable any reserve, special deposit or similar requirement against Letters
of Credit or Bond Letters of Credit issued by the Agent, or (b) impose on the
Agent or any of the Lenders any other condition regarding this Agreement, any
Letter of Credit or any Bond Letter of Credit, and the result of any event
referred to in clauses (a) or (b) above shall be to increase the cost to the
Agent of issuing, maintaining or extending the Letter of Credit or the Bond
Letter of Credit or the cost to any of the Lenders of funding any obligation
under or in connection with the Letter of Credit or the Bond Letter of Credit
(which increase in cost shall be the result of the Agent's reasonable allocation
of the aggregate of such cost increases resulting from such events), then, upon
demand by the Agent, the Borrower shall immediately pay to the Agent from time
to time as specified by the Agent, additional amounts which shall be sufficient
to compensate the Agent and the Lenders for such increased cost, together with
interest on each such amount from the date demanded until payment in full
thereof at a rate per annum equal to the then highest current rate of interest
on the Revolving Loan. A certificate as to such increased cost incurred by the
Agent and/or any of the Lenders, submitted by the Agent to the Borrower, shall
be conclusive, absent manifest error.

            2.8.2 General Letter of Credit Provisions.

            The Borrower hereby instructs the Agent to pay any draft complying
with the terms of any Letter of Credit or any Bond Letter of Credit irrespective
of any instructions of the Borrower to the contrary. The Borrower assume all
risks of the acts and omissions of the beneficiary and other users of any Letter
of Credit or any Bond Letter of Credit. The Agent, the Lenders and their
respective branches, Affiliates and/or correspondents shall not be responsible
for and the Borrower hereby indemnifies and holds the Agent, the Lenders and
their respective branches, Affiliates and/or correspondents harmless from and
against all liability, loss and expense (including reasonable attorney's fees
and costs) incurred by the Agent, the Lenders and/or their respective branches,
Affiliates and/or correspondents relative to and/or as a consequence of (a) any
failure by the Borrower to perform the agreements hereunder and under any Letter
of Credit Agreement or under any Bond Letter of Credit Agreement, (b) any Letter
of Credit Agreement, any Bond Letter of Credit Agreement, this Agreement, any
Letter of Credit, any Bond Letter of Credit and any draft, draw and/or
acceptance under or purported to be under any Letter of Credit or any Bond
Letter of Credit, (c) any action taken or omitted by the Agent, any of the
Lenders and/or any of their respective branches, Affiliates and/or
correspondents at the request of the Borrower, other than acts of willful
misconduct and gross negligence, (d) any failure or inability to perform in
accordance with the terms of any Letter of Credit or any Bond Letter of Credit
by reason of any control or restriction rightfully or wrongfully exercised by
any defacto or dejure Governmental Authority, group or individual asserting or
exercising governmental or paramount powers, and/or (e) any consequences arising
from causes beyond the control of the Agent, any of the Lenders and/or any of
their respective branches, Affiliates and/or correspondents.


                                       79
<PAGE>

            Except for willful misconduct and gross negligence, the Agent, the
Lenders and their respective branches, Affiliates and/or correspondents, shall
not be liable or responsible in any respect for any (a) error, omission,
interruption or delay in transmission, dispatch or delivery of any one or more
messages or advices in connection with any Letter of Credit or any Bond Letter
of Credit, whether transmitted by cable, telegraph, mail or otherwise and
despite any cipher or code which may be employed, and/or (b) action, inaction or
omission which may be taken or suffered by it or them in good faith or through
inadvertence in identifying or failing to identify any beneficiary or otherwise
in connection with any Letter of Credit or any Bond Letter of Credit.

            Any Letter of Credit or any Bond Letter of Credit may be amended,
modified or revoked only upon the receipt by the Agent from the Borrower and the
beneficiary (including any transferee and/or assignee of the original
beneficiary), of a written consent and request therefor.

            If any Laws, order of court and/or ruling or regulation of any
Governmental Authority of the United States (or any state thereof) and/or any
country other than the United States permits a beneficiary under a Letter of
Credit or a Bond Letter of Credit to require the Agent, the Lenders and/or any
of their respective branches, Affiliates and/or correspondents to pay drafts
under or purporting to be under a Letter of Credit or a Bond Letter of Credit
after the expiration date of the Letter of Credit or the Bond Letter of Credit,
respectively, the Borrower shall reimburse the Agent and the Lenders, as
appropriate, for any such payment pursuant to provisions of Section 2.4.5
(Payments of Letter of Credit) or Section 2.5.4 (Payments of Bond Letters of
Credit), as appropriate.

            Except as may otherwise be specifically provided in a Letter of
Credit, a Bond Letter of Credit, a Letter of Credit Agreement or a Bond Letter
of Credit Agreement, the laws of the State of Maryland and the Uniform Customs
and Practice for Documentary Credits, 1995 Revision, International Chamber of
Commerce Publication No. 500 shall govern the Letters of Credit and the Bond
Letters of Credit. The Laws, rules, provisions and regulations of the Uniform
Customs and Practice for Documentary Credits are hereby incorporated by
reference. In the event of a conflict between the Uniform Customs and Practice
for Documentary Credits and the laws of the State of Maryland, the Uniform
Customs and Practice for Documentary Credits shall prevail.

            2.8.3 Participations in the Letters of Credit and the Bond Letters
of Credit.

            Each Lender hereby irrevocably authorizes the Agent to issue Letters
of Credit and the Bond Letters of Credit in accordance with the provisions of
this Agreement. As of the date each Letter of Credit or each Bond Letter of
Credit is opened or issued by the Agent pursuant to the provisions of this
Agreement, each Lender shall have an undivided participating interest in (a) the
rights and obligations of the Agent under each such Letter of Credit and each
such Bond Letter of Credit, and (b) the Outstanding Letter of Credit Obligations
and the Outstanding Bond Letter of Credit Obligations of the Borrower with
respect to such Letter of Credit and Bond Letter of Credit, as appropriate, in
an amount equal to each Lender's Revolving


                                       80
<PAGE>

Credit Pro Rata Share of such Outstanding Letter of Credit Obligations and
Outstanding Bond Letter of Credit Obligations.

            2.8.4 Payments by the Lenders to the Agent.

            If the Borrower fails to pay to the Agent any Current Letter of
Credit Obligations or any Current Bond Letter of Credit Obligations as and when
due and payable, the Agent shall promptly notify each of the Lenders and shall
demand payment from each of the Lenders such Lender's Revolving Credit Pro Rata
Share of such unpaid Current Letter of Credit Obligations and unpaid Current
Bond Letter of Credit Obligations, as appropriate. In addition, if any amount
paid to the Agent on account of Current Letter of Credit Obligations or any
Current Bond Letter of Credit Obligations is rescinded or required to be
restored or turned over by the Agent upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Borrower or upon or as a
result of the appointment of a receiver, intervenor, trustee, conservator or
similar officer for the Borrower, or is otherwise not indefeasibly covered by an
advance under the Revolving Loan, the Agent shall promptly notify each of the
Lenders and shall demand payment from each of the Lenders of its Revolving
Credit Pro Rata Share of its portion of the Current Letter of Credit Obligations
and/or Current Bond Letter of Credit Obligations to be remitted to the Borrower.

            Each of the Lenders irrevocably and unconditionally agrees to honor
any such demands for payment under this Section and promises to pay to the
Agent's account on the same Business Day as demanded the amount of its Revolving
Credit Pro Rata Share of the Current Letter of Credit Obligations and Current
Bond Letter of Credit Obligations, as appropriate, 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 Borrower to pay Current Letter of Credit Obligations or to pay Current
Bond Letter of Credit Obligations to the Agent in accordance with the provisions
of this Agreement.

            The obligation of each of the Lenders to remit the amounts of its
Revolving Credit Pro Rata Share of Current Letter of Credit Obligations and
Current Bond Letter of Credit Obligations for the account of the Agent pursuant
to this Section shall be unconditional and irrevocable under any and all
circumstances 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
the Agent's alleged willful misconduct. Any claim any Lender may have against
the Agent as a result of the Agent's alleged willful misconduct may be brought
by such Lender in a separate action against the Agent but may not be used as a
defense to payment under the provisions of this Section.

            No failure of any Lender to remit the amount of its Revolving Credit
Pro Rata Share of Current Letter of Credit Obligations and/or Current Bond
Letter of Credit Obligations to the Agent pursuant to this Section shall affect
the obligations of the Agent under any Letter of Credit or under any Bond Letter
of Credit, and if any Lender does not remit to the Agent the amount of its
Revolving Credit Pro Rata Share of Current Letter of Credit Obligations and/or
Current Bond Letter of Credit Obligations on the same day as demanded, then
without limiting such Lender's obligation to transmit funds on the same Business
Day as demanded, such Lender shall be obligated to pay, on demand of the Agent
and without setoff, counterclaim or


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<PAGE>

deduction of any kind whatsoever interest on the unpaid amount at the Federal
Funds Rate for each day from the date such amount shall be due and payable to
the Agent until the date such amount shall have been paid in full to the Agent
by such Lender.

            No Lender shall have any obligation to pay to the Agent such
Lender's Pro Rata Share of unpaid Current Letter of Credit Obligations and/or
unpaid Current Bond Letter of Credit Obligations, if the Borrower shall not be
obligated to reimburse the Agent for such unpaid Current Letter of Credit
Obligations and/or unpaid Current Bond Letter of Credit Obligations,
respectively, because of the Agent's wrongful payment of a Letter of Credit
and/or Bond Letter of Credit made as a result of the Agent's willful misconduct
or gross negligence.

            2.8.5 Participations in the UK Credit Facilities.

            Each Lender hereby irrevocably authorizes Bank of America, acting
through its Sterling LIBOR Lending Office, to make advances under the UK
Revolving Loan and to make the UK Term Loan in accordance with the provisions of
this Agreement. As of the date each such Loan is made, each Lender shall have an
undivided participating interest in (a) the rights and obligations of Bank of
America, acting through its Sterling LIBOR Lending Office, under each such Loan,
and (b) the UK Obligations with respect to such Loan, in an amount equal to each
Lender's Pro Rata Share thereof, subject to the rights of Bank of America,
acting through its Sterling LIBOR Lending Office, to receive and retain payment
of all or a portion of the interest on the UK Obligations as set forth in this
Section. If Berry UK or NIM Holdings fail to pay to Bank of America, acting
through its Sterling LIBOR Lending Office, any UK Obligations as and when due
and payable, Bank of America, acting through its Sterling LIBOR Lending Office,
shall promptly notify each of the Lenders and shall demand payment from each of
the Lenders of such Lender's Pro Rata Share of such unpaid UK Obligations. In
addition, if any amount paid to Bank of America, acting through its Sterling
LIBOR Lending Office, on account of the UK Obligations is rescinded or required
to be restored or turned over by Bank of America, acting through its Sterling
LIBOR Lending Office, upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of Berry UK or NIM Holdings or upon or as a result of the
appointment of a receiver, intervenor, trustee, conservator or similar officer
for Berry UK or NIM Holdings, Bank of America, acting through its Sterling LIBOR
Lending Office, shall promptly notify each of the Lenders and shall demand
payment from each of the Lenders of its Pro Rata Share of its portion of the UK
Obligations to be remitted to Berry UK or NIM Holdings. 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 Bank of America, acting
through its Sterling LIBOR Lending Office, on the same Business Day as demanded
the amount of its Pro Rata Share of the UK Obligations in Pounds Sterling, 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 Berry UK or NIM Holdings to pay the UK Obligations
to Bank of America, acting through its Sterling LIBOR Lending Office, in
accordance with the provisions of this Agreement. The date on which a payment is
made by a Lender to Bank of America, acting through its Sterling LIBOR Lending
Office, shall be referred to as a "UK Payment Date".

            The obligation of each of the Lenders to remit the amounts of its
Pro Rata Share of the UK Obligations for the account of Bank of America, acting
through its Sterling


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LIBOR Lending Office, pursuant to this Section shall be unconditional and
irrevocable under any and all circumstances 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 the alleged willful misconduct of Bank of America,
acting through its Sterling LIBOR Lending Office. Any claim any Lender may have
against Bank of America, acting through its Sterling LIBOR Lending Office, as a
result of the alleged willful misconduct of Bank of America, acting through its
Sterling LIBOR Lending Office, may be brought by such Lender in a separate
action against Bank of America, acting through its Sterling LIBOR Lending
Office, 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 UK Obligations
shall be payable to, and retained by, Bank of America, acting through its
Sterling LIBOR Lending Office, except with respect to those UK Obligations for
which Bank of America, acting through its Sterling LIBOR Lending Office, has
demanded and received payment from a Lender pursuant to the provisions of this
Section (each a "UK Lender Payment"), in which case, the Lender making such
payment shall be entitled to receive from Berry UK and NIM Holdings all interest
payable on the UK Obligations represented by such UK Lender Payment at all times
from and after the UK Payment Date for such UK Lender Payment, excluding,
however, any portion of the UK Obligations consisting of the Mandatory Liquid
Assets Cost Rate on such UK Obligations (the "Lender's Share of UK Interest").
Any payments received by Bank of America, acting through its Sterling LIBOR
Lending Office, which are payable to a Lender shall be paid to such Lender in
Sterling in accordance with all payments to be made by the Agent to a Lender
under the provisions of Section 2.12. Notwithstanding the foregoing, Bank of
America, acting through its Sterling LIBOR Lending Office, agrees that if the
Mandatory Liquid Assets Cost Rate payable by Bank of America, acting through its
Sterling LIBOR Lending Office, to the Bank of England is decreased as a result
of a UK Lender Payment made by a Lender and such Lender as a result must pay a
Mandatory Liquid Assets Cost Rate, such Lender shall be entitled to its Pro Rata
Share of the Mandatory Liquid Assets Cost Rate relating to such UK Lender
Payment.

            Except to the extent that Bank of America, acting through its
Sterling LIBOR Lending Office, shall have made demand on the Lenders for payment
of their Pro Rata Share of the UK Obligations (the "UK Obligations Demand
Date"), Bank of America, acting through its Sterling LIBOR Lending Office, 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, acting through its Sterling LIBOR Lending Office, in collected funds on
account of such Lender's unfunded UK Obligations calculated at the Applicable
Margin (excluding the Mandatory Liquid Assets Cost Rate) for such UK Obligations
only; Bank of America, acting through its Sterling LIBOR Lending Office, shall
retain all interest calculated at the LIBOR Base Rate. Such payments shall be
payable to the Lenders in consideration of their agreement to purchase a
participation interest in the UK Obligations in accordance with the provisions
of this Agreement, but shall be payable only if and to the extent Bank of
America, acting through its Sterling LIBOR Lending Office, has received the
interest payment which is the basis for such fee.


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<PAGE>

      Section 2.9 Interest.

            2.9.1 Applicable Interest Rates.

                  (a) Each Loan shall bear interest until maturity (whether by
acceleration, declaration, extension or otherwise) at either the Alternate Base
Rate or the LIBOR Rate, as selected and specified by the Borrower, Berry UK or
NIM Holdings, as appropriate, in an Interest Rate Election Notice furnished to
the Agent or Bank of America, acting through its Sterling LIBOR Lending Office,
as appropriate, in accordance with the provisions of Section 2.9.2(e) (Selection
of Interest Rates), or as otherwise determined in accordance with the provisions
of this Section 2.9, and as may be adjusted from time to time in accordance with
the provisions of Section 2.9.3 (Inability to Determine LIBOR Base Rate).
Notwithstanding the foregoing, all Loans made to Berry UK and/or NIM Holdings
under the UK Credit Facilities must bear interest at the LIBOR Rate only;
neither Berry UK nor NIM Holdings may select the Alternate Base Rate as the
Applicable Interest Rate for any Loan made to Berry UK or NIM Holdings under any
of the Credit Facilities.

                  (b) Notwithstanding the foregoing, following the occurrence
and during the continuance of an Event of Default, at the option of the Agent
and Bank of America, acting through its Sterling LIBOR Lending Office, as
appropriate, all Loans and all other Obligations shall bear interest at the
Post-Default Rate.

                  (c) The Applicable Margin for (i) LIBOR Loans, other than the
UK Term Loans, Term Loans A and Term Loans B shall be two hundred (200) basis
points per annum, (ii) LIBOR Loans consisting of Term Loans A, shall be two
hundred twenty-five (225) basis points per annum, (iii) LIBOR Loans consisting
of the UK Term Loans, shall be two hundred fifty (250) basis points per annum,
(iv) LIBOR Loans consisting of Term Loans B, shall be two hundred seventy-five
(275) basis points per annum, (v) Base Rate Loans consisting of the Revolving
Loan, shall be zero, (vi) Base Rate Loans consisting of Term Loans A, shall be
twenty-five (25) basis points per annum, and (vii) Base Rate Loans consisting of
Term Loans B, shall be seventy-five (75) basis points, unless and until a change
is required by the operation of Section 2.9.1(d). In addition, the Mandatory
Liquid Asset Cost Rate shall be added to the Applicable Margin for each LIBOR
Loan made or to be made under the UK Credit Facilities.

                  (d) Subsequent to the Agent's receipt of the Borrower's
quarterly financial statements for the period ending September 30, 2000 to be
furnished to the Agent pursuant to Section 6.1.1(c) (Quarterly Statements),
changes in the Applicable Margin for all Loans (other than Loans under the UK
Credit Facilities) may be made, but not more frequently than one such change per
quarter based on the Borrower's Pricing Ratio, tested as of the end of each
fiscal quarter and the end of each fiscal year, determined by the Agent based on
the annual and quarterly financial statements required by Section 6.1.1(a)
(Annual Statements) and 6.1.1(c) (Quarterly Statements), as appropriate. Any
change in the Applicable Margin shall be effective as of the test date of the
Pricing Ratio, as appropriate, but shall not effect any change to the Applicable
Margins for the UK Credit Facilities. The Applicable Margin shall vary depending
upon the Borrower's Pricing Ratio, as follows:


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        ----------------------------------------------------------
                                                   Change in
                    Pricing Ratio              Applicable Margin
        ----------------------------------------------------------
        greater than or equal to 4.5 to 1.0        +50 b.p.
        ----------------------------------------------------------
        greater than or equal to 4.0. to
        1.0, but less than 4.5 to 1.0               +25b.p.
        ----------------------------------------------------------
        greater than or equal to 2.75 to
        1.0, but less than 4.0 to 1.0             No change.
        ----------------------------------------------------------
        less than 2.75 to 1.0                      -25 b.p.
        ----------------------------------------------------------

            2.9.2 Selection of Interest Rates.

                  (a) The Borrower may select the initial Applicable Interest
Rate or Applicable Interest Rates to be charged on the Loans under the Domestic
Credit Facilities and Berry UK or NIM Holdings may select an initial Sterling
LIBOR Rate or Sterling LIBOR Rates to be charged on the Loans under the UK
Credit Facilities.

                  (b) From time to time after the date of this Agreement as
provided in this Section, by a proper and timely Interest Rate Election Notice
furnished to the Agent or Bank of America, as appropriate, in accordance with
the provisions of Section 2.9.2(e), the Borrower, Berry UK or NIM Holdings, as
appropriate, may select an initial Applicable Interest Rate or Applicable
Interest Rates for any Loans or may convert the Applicable Interest Rate and,
when applicable, the Interest Period, for any existing Loan to any other
Applicable Interest Rate or, when applicable, any other Interest Period.

                  (c) The selection of an Applicable Interest Rate and/or an
Interest Period, the election to convert an Applicable Interest Rate and/or an
Interest Period to another Applicable Interest Rate or Interest Period, and any
other adjustments in an interest rate are subject to the following limitations:

                        (i) neither the Borrower, Berry UK nor NIM Holdings
                  shall at any time select or change to an Interest Period that
                  extends beyond the Revolving Credit Termination Date in the
                  case of the Revolving Loan, or the UK Revolving Credit
                  Termination Date in the case of the UK Revolving Loan or the
                  UK Term Loans or beyond the scheduled maturity of the Term
                  Loans in the case of the Term Loans. In addition, only a
                  Sterling Interest Period may be selected for a Sterling LIBOR
                  Loan and only a Dollar Interest Period may be selected for a
                  Dollar LIBOR Loan.

                        (ii) no change from the LIBOR Rate to the Alternate Base
                  Rate shall become effective on a day other than a Business Day
                  and unless Bank of America or the Lenders, as appropriate,
                  receive any compensation payable pursuant to Section 2.9.4
                  (Indemnity), on a day which is the last day of the then
                  current Interest Period, no change of an Interest Period shall
                  become effective on a day other than the last day of the then
                  current Interest Period, and no change from the Alternate Base
                  Rate to the


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<PAGE>

                  LIBOR Rate shall become effective on a day other than a day
                  which is a Business Day. Neither the Alternate Base Rate nor
                  the Dollar LIBOR Rate is available at any time as an
                  Applicable Interest Rate for any Loans under the UK Credit
                  Facilities, and the Sterling LIBOR Rate is not available at
                  any time as an applicable Interest Rate for any Loans under
                  the Domestic Credit Facilities.

                        (iii) any Applicable Interest Rate change for any Loan
                  to be effective on a date on which any principal payment on
                  account of such Loan is scheduled to be paid shall be made
                  only after such payment shall have been made,

                        (iv) no more than three (3) different LIBOR Rates may be
                  outstanding at any time and from time to time with respect to
                  each of the Revolving Loan or the UK Revolving Loan,

                        (v) no more than two (2) different LIBOR Rates may be
                  outstanding at any time and from time to time with respect to
                  each of the Term Loans or the UK Term Loans,

                        (vi) the first day of each Interest Period shall be a
                  Business Day,

                        (vii) as of the effective date of a selection, there
                  shall not exist a Default or an Event of Default, and

                        (viii) the minimum principal amount of a LIBOR Loan
                  under the Domestic Credit Facilities shall be One Million
                  Dollars ($1,000,000) and the minimum principal amount of a
                  LIBOR Loan under the UK Credit Facilities shall be One Hundred
                  Fifty Thousand Pounds Sterling ((pound)150,000).

                  (d) If a request for an advance under the Loans is not
accompanied by an Interest Rate Election Notice or does not otherwise include a
selection of an Applicable Interest Rate and, if applicable, an Interest Period,
or if, after having made a selection of an Applicable Interest Rate and, if
applicable, an Interest Period, the Borrower, Berry UK or NIM Holdings fails or
is not otherwise entitled under the provisions of this Agreement to continue
such Applicable Interest Rate or Interest Period, the Borrower shall be deemed
to have selected the Alternate Base Rate as the Applicable Interest Rate until
such time as the Borrower shall have selected a different Applicable Interest
Rate and specified an Interest Period in accordance with, and subject to, the
provisions of this Section and Berry UK and NIM Holdings shall be deemed to have
selected a 30-day Interest Period and the LIBOR Rate.

                  (e) Neither Bank of America, acting through its Sterling LIBOR
Lending Office nor the Lenders will be obligated to make Loans, to convert the
Applicable Interest Rate on Loans to another Interest Rate, or to change
Interest Periods, unless Bank of America, acting through its Sterling LIBOR
Lending Office, or the Agent, as appropriate, shall have received


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<PAGE>

an irrevocable written or telephonic notice (an "Interest Rate Election Notice")
from the Borrower, Berry UK or NIM Holdings, as appropriate, specifying the
following information:

                        (i) the amount to be borrowed or converted,

                        (ii) a selection of the Alternate Base Rate or the LIBOR
                  Rate (except that the Alternate Base Rate shall not be
                  available as an Applicable Interest Rate on any Loans made or
                  to be made under the UK Credit Facilities),

                        (iii) the length of the Interest Period if the
                  Applicable Interest Rate selected is the LIBOR Rate, and

                        (iv) the requested date on which such election is to be
                  effective.

Any telephonic notice must be confirmed in writing within three (3) Business
Days. Each Interest Rate Election Notice for a Loan under the Domestic Credit
Facilities must be received by the Agent not later than 10:00 a.m. (Baltimore
City Time) on the Business Day of any requested borrowing or conversion in the
case of a selection of the Alternate Base Rate and not later than 10:00 a.m.
(Baltimore City Time) on the third Business Day before the effective date of any
requested borrowing or conversion in the case of a selection of the LIBOR Rate.
Each Interest Rate Election Notice for a Loan under the UK Credit Facilities
must be received by Bank of America, acting through its Sterling LIBOR Lending
Office, not later than 10:00 a.m. (London Time) on the Business Day of any
requested borrowing or conversion.

            2.9.3 Inability to Determine LIBOR Base Rate.

                  In the event that (a) the Agent or Bank of America, acting
through its Sterling LIBOR Lending Office, shall have determined that, by reason
of circumstances affecting the London interbank market, adequate and reasonable
means do not exist for ascertaining the LIBOR Base Rate for any requested
Interest Period with respect to a Loan, the Borrower, Berry UK and/or NIM
Holdings, as appropriate, shall have requested to be made or to be converted to
a LIBOR Loan or (b) the Agent or Bank of America, acting through its Sterling
LIBOR Lending Office, shall determine that the LIBOR Base Rate for any requested
Interest Period with respect to a Loan the Borrower, Berry UK and/or NIM
Holdings, as appropriate, shall have requested to be made or to be converted to
a LIBOR Loan does not adequately and fairly reflect the cost to Bank of America,
acting through its Sterling LIBOR Lending Office, or the Lenders, as
appropriate, of funding or converting such Loan, the Agent or Bank of America,
acting through its Sterling LIBOR Lending Office, as applicable, shall give
telephonic or written notice of such determination to the Borrower, Berry UK
and/or NIM Holdings, as appropriate, at least one (1) day prior to the proposed
date for funding or converting such Loan. If such notice is given, any request
for a Dollar LIBOR Loan shall be made or converted to an Alternate Base Rate
Loan and any Sterling LIBOR Loan shall accrue interest at the rate certified by
Bank of America, acting through its Sterling LIBOR Lending Office, to be the
rate at which it currently offers loans in Sterling to its best customers. Until
such notice has been withdrawn by the Agent or Bank of America, acting through
its Sterling LIBOR Lending Office, the Borrower, Berry UK and NIM Holdings will
not request that any Loan be made or converted to a LIBOR Loan.


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<PAGE>

            2.9.4 Indemnity.

            The Borrower agrees to indemnify and reimburse the Lenders and to
hold the Lenders harmless from any loss, cost (including administrative costs)
or expense which any one or more of the Agent or the Lenders may sustain or
incur as a consequence of (a) a default by the Borrower, Berry UK or NIM
Holdings in payment when due of the principal amount of or interest on any LIBOR
Loan, including, any LIBOR Loan made under the UK Credit Facilities, (b) the
failure of the Borrower, Berry UK or NIM Holdings to make, or convert the
Applicable Interest Rate of, a LIBOR Loan after the Borrower, Berry UK or NIM
Holdings has given a Loan Notice or an Interest Rate Election Notice, (c) the
failure of the Borrower, Berry UK or NIM Holdings to make any prepayment of a
LIBOR Loan after the Borrower, Berry UK or NIM Holdings has given notice of such
intention to make such a prepayment, and/or (d) the making by the Borrower,
Berry UK or NIM Holdings of a prepayment of a LIBOR Loan on a day which is not
the last day of the Interest Period for such LIBOR Loan, calculated as provided
in the following paragraph, including, without limitation, any such loss or
expense arising from the reemployment of funds obtained by the Agent and/or any
of the Lenders to maintain any LIBOR Loan or from fees payable to terminate the
deposits from which such funds were obtained. Berry UK and NIM Holdings jointly
and severally agree to indemnify and reimburse the Lenders and to hold the
Lenders harmless from any loss, cost (including administrative costs) or expense
which any one or more of the Lenders may sustain or incur as a consequence of
(a) a default by Berry UK or NIM Holdings in payment when due of the principal
amount of or interest on any LIBOR Loan made under the UK Credit Facilities, (b)
the failure of Berry UK or NIM Holdings to make, or convert the Applicable
Interest Rate of, a LIBOR Loan made under the UK Credit Facilities after Berry
UK or NIM Holdings has given a Loan Notice or an Interest Rate Election Notice,
(c) the failure of Berry UK or NIM Holdings to make any prepayment of a LIBOR
Loan made under the UK Credit Facilities after Berry UK or NIM Holdings has
given notice of such intention to make such a prepayment, and/or (d) the making
by Berry UK or NIM Holdings of a prepayment of a LIBOR Loan made under the UK
Credit Facilities on a day which is not the last day of the Interest Period for
such LIBOR Loan, calculated as provided in the following paragraph, including,
without limitation, any such loss or expense arising from the reemployment of
funds obtained by any of the Lenders to maintain any LIBOR Loan made under the
UK Credit Facilities or from fees payable to terminate the deposits from which
such funds were obtained, but excluding loss of anticipated profits. This
agreements and covenants of the Borrower, Berry UK and NIM Holdings shall
survive termination or expiration of this Agreement and payment of the
Obligations.

            Contemporaneously with any prepayment of principal of a LIBOR Loan,
a prepayment fee shall be due and payable to the Lenders in an amount equal to
any loss or expense (other than loss of anticipated profits) arising from the
reemployment of funds obtained by any Lender to fund or maintain any LIBOR Loan
or from fees payable to terminate the deposits from which such funds were
obtained. Neither the Agent nor any of the Lenders shall be obligated to accept
any prepayment of principal unless it is accompanied by the prepayment fee, if
any, due in connection therewith as calculated pursuant to the provisions of
this paragraph. No prepayment fee payable in connection herewith shall in any
event or under any circumstances be deemed or construed as a penalty. The
Borrower shall be liable for the payment of all prepayment fees due under this
Section 2.10.4, whether relating to the Domestic Credit Facilities or the UK
Credit Facilities; Berry UK and NIM Holdings, however, shall be jointly and
severally


                                       88
<PAGE>

liable only for the payment of those prepayment fees which relate solely to the
UK Credit Facilities.

            2.9.5 Payment of Interest.

                  (a) Unpaid and accrued interest on any Base Rate Loan shall be
paid monthly, in arrears, on the first day of each calendar month, commencing on
the first such date after the date of this Agreement, and on the first day of
each calendar month thereafter, and at maturity (whether by acceleration,
declaration, extension or otherwise).

                  (b) Notwithstanding the foregoing, any and all unpaid and
accrued interest on any Base Rate Loan converted to a LIBOR Loan or prepaid
shall be paid immediately upon such conversion and/or prepayment, as
appropriate.

                  (c) Unpaid and accrued interest on any LIBOR Loan shall be
paid, in arrears, on the last day of the applicable LIBOR Interest Period and at
maturity (whether by acceleration, declaration, extension or otherwise).
Notwithstanding anything to the contrary contained herein, the Agent and Bank of
America, acting through its Sterling LIBOR Lending Office, agree that neither
the Borrower, Berry UK nor NIM Holdings shall have any obligation to make any
payment pursuant to the provisions of Section 2.9.4 (Indemnity) resulting solely
from the payment of accrued interest on a date other than the expiration date of
an Interest Period.

      Section 2.10 General Financing Provisions.

            2.10.1 Borrower's Representatives.

                  (a) The Borrower hereby represents and warrants to the Agent
and the Lenders that the Borrower and each Subsidiary Guarantor will derive
benefits, directly and indirectly, from each Letter of Credit, from each Bond
Letter of Credit and from each Loan, both in their separate capacity and as a
member of the integrated group to which the Borrower and each Subsidiary
Guarantor belongs and because (i) the successful operation of the integrated
group is dependent upon the continued successful performance of the functions of
the integrated group as a whole, (ii) the terms of the consolidated financing
provided under this Agreement are more favorable than would otherwise would be
obtainable by the Borrower, Berry UK, NIM Holdings and any Subsidiary Guarantor
individually, and (iii) the Borrower's additional administrative and other costs
and reduced flexibility associated with individual financing arrangements which
would otherwise be required if obtainable would substantially reduce the value
to the Borrower of such financings.

                  (b) The Borrower hereby irrevocably authorizes each of the
Lenders to make Loans to the Borrower, and hereby irrevocably authorizes the
Agent to issue Letters of Credit and Bond Letters of Credit for the account of
the Borrower, pursuant to the provisions of this Agreement upon the written,
oral or telephone request of any one of the Persons who is from time to time a
Responsible Officer of the Borrower under the provisions of the most recent
certificate of


                                       89
<PAGE>

corporate resolutions of the Borrower on file with the Agent and also upon the
written, oral or telephone request of any one of the Persons who is from time to
time a Responsible Officer of the Borrower under the provisions of the most
recent certificate of corporate resolutions and/or incumbency for the Borrower
on file with the Agent. Berry UK and NIM Holdings each hereby irrevocably
authorizes Bank of America, acting through its Sterling LIBOR Lending Office, to
make Loans to Berry UK and/or NIM Holdings, pursuant to the provisions of this
Agreement upon the written, oral or telephone request of any one of the Persons
who is from time to time a Responsible Officer of Berry UK or NIM Holdings under
the provisions of the most recent certificate of corporate resolutions of Berry
UK or NIM Holdings on file with Bank of America, acting through its Sterling
LIBOR Lending Office, and also upon the written, oral or telephone request of
any one of the Persons who is from time to time a Responsible Officer of Berry
UK or NIM Holdings under the provisions of the most recent certificate of
corporate resolutions and/or incumbency for Berry UK or NIM Holdings on file
with Bank of America, acting through its Sterling LIBOR Lending Office.

                  (c) Neither the Agent nor any of the Lenders assumes any
responsibility or liability for any errors, mistakes, and/or discrepancies in
the oral, telephonic, written or other transmissions of any instructions,
orders, requests and confirmations between the Agent or Bank of America, acting
through its Sterling LIBOR Lending Office, and the Borrower, Berry UK and/or NIM
Holdings or the Agent or Bank of America, acting through its Sterling LIBOR
Lending Office, and any of the Lenders in connection with the Credit Facilities,
any Loan, any Letter of Credit, any Bond Letter of Credit or any other
transaction in connection with the provisions of this Agreement, except for acts
of willful misconduct and gross negligence.

            2.10.2 Use of Proceeds of the Loans.

            The proceeds of each Loan shall be used by the Borrower, Berry UK,
NIM Holdings and the Subsidiary Guarantors, as applicable, for Permitted Uses,
and for no other purposes except as may otherwise be agreed by the Requisite
Lenders in writing.

            2.10.3 Field Examination Fees.

            The Borrower shall pay to the Agent for the exclusive benefit of the
Agent a field examination fee at the time of each field examination (the "Field
Examination Fee"), which Field Examination Fee shall be equal to the sum of (i)
Seven Hundred Fifty Dollars ($750) per Person for each working day of the field
examination, plus (ii) all out-of-pocket expenses reasonably incurred by the
Agent in connection with any such field examination for which the Agent has not
been previously reimbursed. The Agent may, but without obligation, engage Ernst
& Young to conduct required field examinations; provided that all fees, costs
and expenses of Ernst & Young are paid by the Borrower and each field
examination conducted by Ernst & Young is in all respects acceptable to the
Agent.

            2.10.4 Commitment Fee.

            The Borrower shall pay to the Agent a commitment fee (the
"Commitment Fee") in the amount of Four Hundred Thousand Dollars ($400,000). The
Agent shall remit the Commitment Fee to those Lenders which have funded the Term
Loan A Increase and the Term Loan B Increase in accordance with their respective
agreements with the Agent. The Commitment Fee shall be payable on or before the
Closing Date and shall be deemed fully earned on the date paid and is
non-refundable.


                                       90
<PAGE>

            2.10.5 Consent Fee.

            The Borrower shall pay to the Agent for the ratable benefit of the
Lenders (other than LaSalle), based on each Lender's Pro Rata Share of the
Commitments under the Original Credit Agreement, a consent fee (the "Consent
Fee") in the amount of Three Hundred Twelve Thousand Five Hundred Dollars
($312,500) in consideration of the Lenders' consent to the Poly-Seal Stock
Purchase Transaction. The Consent Fee shall be payable on or before the Closing
Date and shall be deemed fully earned on the date paid and is non-refundable.

            2.10.6 Computation of Interest and Fees.

            All applicable Fees and interest shall be calculated on the basis of
a year of 360 days (or in the case of Sterling, 365 days) for the actual number
of days elapsed. Any change in the interest rate on any of the Obligations
resulting from a change in the Alternate Base Rate shall become effective as of
the opening of business on the day on which such change in the Alternate Base
Rate is announced.

            2.10.7 Payments.

            All payments to be made by the Borrower to the Agent and/or any of
the Lenders under this Agreement or any of the other Financing Documents with
respect to the Obligations, other than the UK Obligations, shall be made in US
Dollars (unless otherwise agreed to or required by the Agent or any Lender),
without set-off or counterclaim and free and clear of, and without deduction for
or on account of, any present or future income, stamp or other taxes, levies,
imposts, duties, charges, fees, deductions, withholdings or restrictions or
conditions of any nature whatsoever now or hereafter imposed, levied, collected,
withheld or assessed against the Borrower, other than income and franchise taxes
imposed on any Lender (the "Assessments"). All payments to be made by Berry UK
or NIM Holdings to Bank of America, acting through its Sterling LIBOR Lending
Office, under this Agreement or any of the other Financing Documents with
respect to the UK Obligations shall be made in Sterling (unless otherwise agreed
to or required by Bank of America, acting through its Sterling LIBOR Lending
Office), without set-off or counterclaim and free and clear of, and without
deduction for or on account of, any present or future Assessments. If any
Assessments are imposed and required to be withheld from any such payment, the
Borrower, Berry UK or NIM Holdings, as appropriate, shall (a) increase the
amount of such payment so that Bank of America, acting through its Sterling
LIBOR Lending Office 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 due hereunder, and (b) pay such Assessments to the appropriate
taxing authority for the account of Bank of America, acting through its Sterling
LIBOR Lending Office, and, as promptly as possible thereafter, send Bank of
America 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 additional documentary evidence as Bank of America may from
time to time reasonably require. If the Borrower, Berry UK or NIM Holdings fail
to perform its obligations to the Agent and/or any of the Lenders under the
foregoing, the Borrower, Berry UK and NIM Holdings (subject to the limitations
of Section 2.10.11 (Limitations on Liability) shall indemnify the Agent and the
Lenders for any such Assessments that are paid by the Agent and/or any of the
Lenders, plus all incremental Assessments, interest or penalties that may become
payable as a


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consequence of such failure. All payments of the Obligations (other than the UK
Obligations), including, without limitation, principal, interest, Prepayments,
and Fees, shall be paid by the Borrower to the Agent (except as otherwise
provided herein) at the Agent's office specified in Section 9.1 (Notices) in
immediately available funds not later than 2:00 p.m. (Baltimore City Time) on
the due date of such payment and all payments of the UK Obligations shall be
paid by Berry UK and NIM Holdings to Bank of America at its Sterling LIBOR
Lending Office specified in Section 9.1 (Notices) in immediately available funds
not later than 2:00 p.m. (London time) on the due date of such payments. All
payments received by the Agent or Bank of America, as applicable, after such
time shall be deemed to have been received by the Agent and/or Bank of America,
as applicable, for purposes of computing interest and Fees and otherwise as of
the next Business Day or Business Day, as appropriate. Payments shall not be
considered received by the Agent or Bank of America, as applicable, until such
payments are paid to the Agent and/or Bank of America, as applicable, in
immediately available funds. This Section 2.11.7 shall be the only Section of
this Agreement pursuant to which the Borrower, NIM Holdings or Berry UK shall be
obligated to gross up any Lender for Taxes.

            2.10.8 Liens; Setoff.

            The Borrower hereby grants to the Agent and to the Lenders a
continuing Lien for all of the Obligations (including, without limitation, the
Agent's Obligations) upon any and all monies, securities, and other cash
deposits of the Borrower and the proceeds thereof, now or hereafter held or
received by or in transit to, the Agent, any of the Lenders, and/or any
Affiliate of the Agent and/or any of the Lenders, from or for the Borrower, and
also upon any and all deposit accounts (general or special) and credits of the
Borrower, if any, with the Agent, any of the Lenders or any Affiliate of the
Agent or any of the Lenders, at any time existing, excluding any deposit
accounts held by the Borrower in its capacity as trustee for Persons who are not
Affiliates or Subsidiaries of the Borrower. Berry UK and NIM Holdings each
hereby grants to Bank of America a continuing Lien for all of the UK Obligations
upon any and all monies, securities, and other cash deposits of Berry UK and/or
NIM Holdings and the proceeds thereof, now or hereafter held or received by or
in transit to, Bank of America and/or any Affiliate of Bank of America, from or
for Berry UK and/or NIM Holdings, and also upon any and all deposit accounts
(general or special) and credits of Berry UK and/or NIM Holdings, if any, with
Bank of America or any Affiliate of Bank of America, at any time existing,
excluding any deposit accounts held by Berry UK and/or NIM Holdings in its
capacity as trustee for Persons who are not Affiliates or Subsidiaries of the
Borrower, Berry UK or NIM Holdings. Without implying any limitation on any other
rights the Agent and/or any of the Lenders may have under the Financing
Documents or applicable Laws, during the continuance of an Event of Default, the
Agent is hereby authorized by the Borrower at any time and from time to time,
without notice to the Borrower, to set off, appropriate and apply any or all
items hereinabove referred to against all Obligations (including, without
limitation, the Agent's Obligations) then outstanding (whether or not then due),
all in such order and manner as shall be determined by the Agent in its sole and
absolute discretion.

            2.10.9 Requirements of Law.

            In the event that any Lender shall have determined in good faith
that (a) the adoption of any Laws after the Closing Date regarding capital
adequacy, or (b) any change in


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or in the interpretation or application of any Laws, or (c) compliance by such
Lender or any corporation controlling such Lender with any request or directive
regarding capital adequacy (whether or not having the force of law) from any
central bank or Governmental Authority, does or shall have the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender, as a consequence of the obligations of the such Lender
hereunder to a level below that which such Lender or any corporation controlling
such Lender would have achieved but for such adoption, change or compliance
(taking into consideration the policies of such Lender and the corporation
controlling such Lender, with respect to capital adequacy) by an amount deemed
by such Lender to be material, then from time to time, after submission by such
Lender to the Borrower of a written request therefor and a statement of the
basis for such determination, the Borrower shall pay to such Lender such
additional amount or amounts in order to compensate for such reduction. The
Agent and the Lenders agree that the Borrower shall be entitled, at its option,
to require that any Lender which demands payment of any amounts under this
Section 2.10.9 assign one hundred percent (100%) of its Commitments and
Obligations to one or more other lenders or financial institutions as shall be
acceptable to the Borrower and the Agent; provided that any such assignment is
effected in accordance with the provisions of Section 9.5 (Assignments by
Lenders).

            2.10.10 Funds Transfer Services.

            (a) The Borrower, Berry UK and NIM Holdings acknowledge that the
Agent has made available to the Borrower, Berry UK and NIM Holdings, the Agent's
Wire Transfer Procedures a copy of which is attached to this Agreement as
EXHIBIT B and which includes a description of security procedures regarding
funds transfers executed by the Agent or an Affiliate bank at the request of the
Borrower (the "Security Procedures"). The Borrower, Berry UK, NIM Holdings and
the Agent agree that the Security Procedures are commercially reasonable. The
Borrower, Berry UK and NIM Holdings further acknowledge that the full scope of
the Security Procedures which the Agent or such Affiliate bank offers and
strongly recommends is available only if the Borrower, Berry UK and NIM Holdings
communicates directly with the Agent or such Affiliate bank as applicable in
accordance with said procedures. If the Borrower, Berry UK or NIM Holdings
attempts to communicate by any other method or otherwise not in accordance with
the Security Procedures, the Agent or such Affiliate bank, as applicable, shall
not be required to execute such instructions, but if the Agent or such Affiliate
bank, as applicable, does so, the Borrower, Berry UK and NIM Holdings will be
deemed to have refused the Security Procedures that the Agent or such Affiliate
bank as applicable offers and strongly recommends, and the Borrower, Berry UK
and NIM Holdings will be bound by any funds transfer, whether or not authorized,
which is issued in the name of the Borrower, Berry UK and/or NIM Holdings and
accepted by the Agent or such Affiliate bank, as applicable, in good faith. The
Agent or such Affiliate bank, as applicable, may modify Wire Transfer Procedures
upon notice to the Borrower, including, without limitation, the Security
Procedures at such time or times and in such manner as the Agent or such
Affiliate bank, as applicable, in its reasonable discretion, deems appropriate
to meet prevailing standards of good banking practice. By continuing to use the
Agent's or such Affiliate bank's, as applicable, wire transfer services after
receipt of any modification of the Wire Transfer procedures including, without
limitation, the Security Procedures, the Borrower, Berry UK and NIM Holdings
agree that the Security Procedures, as modified, are likewise commercially
reasonable. Neither the Agent nor any Affiliate bank is responsible for
detecting any error in payment order sent by the


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Borrower, Berry UK or NIM Holdings to the Agent or any of the Lenders unless due
to the willful misconduct or gross negligence of the Agent or any such Affiliate
bank.

                  (b) The Agent or such Affiliate bank, as applicable, will
generally use the Fedwire funds transfer system for domestic funds transfers,
and the funds transfer system operated by the Society for Worldwide
International Financial Telecommunication (SWIFT) for international funds
transfers. International funds transfers may also be initiated through the
Clearing House InterBank Payment System (CHIPs) or international cable. However,
the Agent or such Affiliate bank, as applicable, may use any means and routes
that the Agent or such Affiliate bank, as applicable, in its reasonable
discretion, may consider suitable for the transmission of funds. Each payment
order, or cancellation thereof, carried out through a funds transfer system or a
clearinghouse will be governed by all applicable funds transfer system rules and
clearing house rules and clearing arrangements, whether or not the Agent or such
Affiliate bank, as applicable, is a member of the system, clearinghouse or
arrangement and the Borrower, Berry UK and NIM Holdings acknowledge that the
Agent's or such Affiliate bank's, as applicable, right to reverse, adjust, stop
payment or delay posting of an executed payment order is subject to the laws,
regulations, rules, circulars and arrangements described herein.

            2.10.11 Limitations on Joint and Several Liability for Obligations.

            Notwithstanding anything to the contrary contained in this Agreement
or in any of the other Financing Documents, Berry UK and NIM Holdings shall be
liable for payment and performance only of (i) the UK Revolving Loan and the UK
Term Loans (including principal and interest) and (iii) those Fees and
Enforcement Costs attributable solely to any of the foregoing (the "UK
Obligations"). The Borrower shall be jointly and severally liable for all of the
Obligations, including, without limitation, the UK Obligations.

      Section 2.11 Settlement Among Lenders.

            2.11.1 Term Loans.

                  The Agent shall pay to each Lender on each date on which a
payment of principal and/or interest on the Term Loans, such Lender's ratable
share of all payments received by the Agent in immediately available funds on
account of the Term Loans, net of any amounts payable by such Lender to the
Agent, by wire transfer of same day funds; the amount payable to each Lender
shall be based on the principal amount of the Term Loans owing to such Lender.

            2.11.2 Revolving Loan.

            It is agreed that each Lender's Net Outstandings are intended by the
Lenders to be equal at all times to such Lender's Revolving Credit Pro Rata
Share of the aggregate outstanding principal amount of the Revolving Loan
outstanding, including, without limitation, unpaid and accrued interest thereon.
Notwithstanding such agreement, the several and not joint obligation of each
Lender to fund the Revolving Loan made in accordance with the terms of this
Agreement ratably in accordance with such Lender's Revolving Credit Pro Rata
Share, and each Lender's right to receive its ratable share of principal and
interest payments on the Revolving Loan in accordance with its Revolving Credit
Pro Rata Share, the Lenders agree that in order to facilitate the administration
of this Agreement and the Financing Documents that


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settlement among them may take place on a periodic basis in accordance with the
provisions of this Section 2.11.2.

            2.11.3 Settlement Procedures as to Revolving Loan.

                  (a) In General. To the extent and in the manner hereinafter
provided in this Section 2.11.3, settlement among the Lenders as to the
Revolving Loan may occur periodically on Settlement Dates determined from time
to time by the Agent, which may occur before or after the occurrence or during
the continuance of a Default or Event of Default and whether or not all of the
conditions set forth in Section 5.2 (Conditions to All Extensions of Credit)
have been met. On each Settlement Date payments shall be made by or to the
Lenders in the manner provided in this Section 2.11.3 in accordance with the
Settlement Report delivered by the Agent pursuant to the provisions of this
Section 2.11.3 in respect of such Settlement Date so that as of each Settlement
Date, and after giving effect to the transactions to take place on such
Settlement Date, each Lender's Net Outstandings shall equal such Lender's
Revolving Credit Pro Rata Share of the Revolving Loan outstanding.

                  (b) Selection of Settlement Dates. If the Agent elects, in its
discretion, but subject to the consent of Bank of America, to settle accounts
among the Lenders with respect to principal amounts of Revolving Loan less
frequently than each Business Day, then the Agent shall designate periodic
Settlement Dates which may occur on any Business Day after the Closing Date;
provided, however, that the Agent shall designate as a Settlement Date any
Business Day which is payment date; and provided further, that a Settlement Date
shall occur at least once during each seven-day period. The Agent shall
designate a Settlement Date by delivering to each Lender a Settlement Report not
later than 12:00 noon (Baltimore City Time) on the proposed Settlement Date,
which Settlement Report shall be with respect to the period beginning on the
next preceding Settlement Date and ending on such designated Settlement Date.

                  (c) Non-Ratable Loans and Payments. Between Settlement Dates,
the Agent shall request and Bank of America may (but shall not be obligated to)
advance to the Borrower out of Bank of America's own funds, the entire principal
amount of any advance under the Revolving Loan requested or deemed requested
pursuant to Section 2.1.2 (Procedure for Making Advances) (any such advance
under the Revolving Loan being referred to as a "Non-Ratable Loan"). The making
of each Non-Ratable Loan by Bank of America shall be deemed to be a purchase by
Bank of America of a 100% participation in each other Lender's Revolving Credit
Pro Rata Share of the amount of such Non-Ratable Loan. All payments of
principal, interest and any other amount with respect to such Non-Ratable Loan
shall be payable to and received by the Agent for the account of Bank of
America. Upon demand by Bank of America, with notice to the Agent, each other
Lender shall pay to Bank of America, as the repurchase of such participation, an
amount equal to 100% of such Lender's Revolving Credit Pro Rata Share of the
principal amount of such Non-Ratable Loan. Any payments received by the Agent
between Settlement Dates which in accordance with the terms of this Agreement
are to be applied to the reduction of the outstanding principal balance of
Revolving Loan shall be paid over to and retained by Bank of America for such
application, and such payment to and retention by Bank of America shall be
deemed, to the extent of each other Lender's Revolving Credit Pro Rata Share of
such payment, to be a purchase by each such other Lender of a participation in
the


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advance under the Revolving Loan (including the repurchase of participations in
Non-Ratable Loans) made by Bank of America. Upon demand by another Lender, with
notice thereof to the Agent, Bank of America shall pay to the Agent, for the
account of such other Lender, as a repurchase of such participation, an amount
equal to such other Lender's Revolving Credit Pro Rata Share of any such amounts
(after application thereof to the repurchase of any participations of Bank of
America in such other Lender's Revolving Credit Pro Rata Share of any
Non-Ratable Loans) paid only to Bank of America by the Agent.

                  (d) Net Decrease in Outstandings. If on any Settlement Date
the increase, if any, in the dollar amount of any Lender's Net Outstandings
which is required to comply with the first sentence of Section 2.11.2 (Revolving
Loan) is less than such Lender's Revolving Credit Pro Rata Share (and/or UK
Revolving Credit Pro Rata Share, as appropriate) of amounts received by the
Agent but paid only to Bank of America since the next preceding Settlement Date,
such Lender and the Agent, in their respective records, shall apply such
Lender's Revolving Credit Pro Rata Share of such amounts to the increase in such
Lender's Net Outstandings, and Bank of America shall pay to the Agent, for the
account of such Lender, the excess allocable to such Lender.

                  (e) Net Increase in Outstandings. If on any Settlement Date
the increase, if any, in the dollar amount of any Lender's Net Outstandings
which is required to comply with the first sentence of Section 2.11.2 (Revolving
Loan) exceeds such Lender's Revolving Credit Pro Rata Share of amounts received
by the Agent but paid only to Bank of America since the next preceding
Settlement Date, such Lender and the Agent, in their respective records, shall
apply such Lender's Revolving Credit Pro Rata Share of such amounts to the
increase in such Lender's Net Outstandings, and such Lender shall pay to the
Agent, for the account of Bank of America, any excess.

                  (f) No Change in Outstandings. If a Settlement Report
indicates that no advance under the Revolving Loan has been made during the
period since the next preceding Settlement Date, then such Lender's Revolving
Credit Pro Rata Share of any amounts received by the Agent but paid only to Bank
of America shall be paid by Bank of America to the Agent, for the account of
such Lender. If a Settlement Report indicates that the increase in the dollar
amount of a Lender's Net Outstandings which is required to comply with the first
sentence of Section 2.11.2 (Revolving Loan) is exactly equal to such Lender's
Revolving Credit Pro Rata Share of amounts received by the Agent but paid only
to Bank of America since the next preceding Settlement Date, such Lender and the
Agent, in their respective records, shall apply such Lender's Revolving Credit
Pro Rata Share of such amounts to the increase in such Lender's Net
Outstandings.

                  (g) Return of Payments. If any amounts received by Bank of
America in respect of the Obligations are later required to be returned or
repaid by Bank of America to the Borrower or any other obligor or their
respective representatives or successors in interest, whether by court order,
settlement or otherwise, in excess of the Bank of America's Revolving Credit Pro
Rata Share of all such amounts required to be returned by all Lenders, each
other Lender shall, upon demand by Bank of America with notice to the Agent, pay
to the Agent for the account of Bank of America, an amount equal to the excess
of such Lender's Revolving


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Credit Pro Rata Share of all such amounts required to be returned by all Lenders
over the amount, if any, returned directly by such Lender.

                  (h) Payments to Agent, Lenders.

                        (i) Payment by any Lender to the Agent shall be made not
                  later than 4:00 p.m. (Baltimore City Time) on the Business Day
                  such payment is due, provided that if such payment is due on
                  demand by another Lender, such demand is made on the paying
                  Lender not later than 12:00 p.m. (Baltimore City Time) on such
                  Business Day. Payment by the Agent to any Lender shall be made
                  by wire transfer, promptly following the Agent's receipt of
                  funds for the account of such Lender and in the type of funds
                  received by the Agent, provided that if the Agent receives
                  such funds at or prior to 12:00 p.m. noon (Baltimore City
                  Time), the Agent shall pay such funds to such Lender by 4:00
                  p.m. (Baltimore City Time) on such Business Day. If a demand
                  for payment is made after the applicable time set forth above,
                  the payment due shall be made by 4:00 p.m. (Baltimore City
                  Time) on the first Business Day following the date of such
                  demand.

                        (ii) If a Lender shall, at any time, fail to make any
                  payment to the Agent required hereunder, the Agent may, but
                  shall not be required to, retain payments that would otherwise
                  be made to such Lender hereunder and apply such payments to
                  such Lender's defaulted obligations hereunder, at such time,
                  and in such order, as the Agent may elect in its sole
                  discretion. In addition, if a Lender shall default in its
                  obligation to fund its Pro Rata Share of any requested advance
                  of the Revolving Loan and the Agent elects not to fund such
                  defaulting Lender's Pro Rata Share of that advance, then the
                  defaulting Lender, at the Agent's option, shall not be
                  entitled to receive any payments of principal of or interest
                  on its Pro Rata Share of any of the Obligations or its Pro
                  Rata Share of any Fees, unless and until (A) all of the
                  Obligations have been paid in full or (B) the defaulting
                  Lender cures its default by funding its Pro Rata Share of the
                  requested Revolving Loan advance. Interest and Fees which
                  would be payable to the defaulting Lender except for the
                  provisions of this subsection, instead shall be payable to the
                  other Lenders in accordance with their respective Pro Rata
                  Shares. In addition, for so long as the defaulting Lender
                  shall remain in default under its obligations under this
                  Agreement, for purposes of voting on matters with respect to
                  this Agreement and/or any of the Financing Documents, such
                  defaulting Lender shall be deemed not to be a "Lender" and
                  such Lender's Pro Rata Share of the Commitments and the
                  Obligations shall be deemed to be zero. No Commitment of any
                  Lender shall be increased or otherwise affected by the default
                  of any other Lender nor shall the Agent have any obligation to
                  fund any amounts not funded by a defaulting Lender.

                        (iii) With respect to the payment of any funds under
                  this Section 2.11.3, whether from the Agent to a Lender or
                  from a Lender to the Agent, the party failing to make full
                  payment when due pursuant to the terms hereof shall, upon
                  demand by the other party, pay such amount together with
                  interest on such amount at the Federal Funds Rate.


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            2.11.4 Settlement of Other Obligations.

            All other amounts received by the Agent on account of, or applied by
the Agent to the payment of, any Obligation owed to the Lenders (including,
without limitation, Fees payable to the Lenders and proceeds from the sale of,
or other realization upon, all or any part of the Collateral following an Event
of Default) that are received by the Agent not later than 11:00 a.m. (Baltimore
City Time) on a Business Day will be paid by the Agent to each Lender on the
same Business Day, and any such amounts that are received by the Agent after
11:00 a.m. (Baltimore City Time) will be paid by the Agent to each Lender on the
following Business Day. Unless otherwise stated herein, the Agent shall
distribute Fees payable to the Lenders ratably to the Lenders based on each
Lender's Revolving Credit Pro Rata Share and shall distribute proceeds from the
sale of, or other realization upon, all or any part of the Collateral following
an Event of Default ratably to the Lenders based on the amount of the
Obligations then owing to each Lender.

            2.11.5 Presumption of Payment.

                  (a) Unless the Agent shall have received notice from a Lender
prior to 12:00 p.m. noon (Baltimore City Time) on the date of the requested date
for the making of advances under the Revolving Loan or prior to 12:00 p.m. noon
(Baltimore City Time) that such Lender will not make available to the Agent,
such Lender's Revolving Credit Pro Rata Share of the advances to be made on such
date, the Agent may assume that such Lender has made such amount available to
the Agent on such date in accordance with this Section 2.11.5, and the Agent, in
its sole discretion may, in reliance upon such assumption, make available to the
Borrower on such date a corresponding amount on behalf of such Lender.

                  (b) If and to the extent such Lender shall not have so made
available to the Agent its Revolving Credit Pro Rata Share of the advances under
the Revolving Loan made on such date, and the Agent shall have so made available
to the Borrower a corresponding amount on behalf of such Lender, such Lender
shall, on demand, pay to the Agent such corresponding amount, together with
interest thereon, at the Federal Funds Rate, for each day from the date such
corresponding amount shall have been so available by the Agent to the Borrower
until the date such amount shall have been repaid to the Agent. Such Lender
shall not be entitled to payment of any interest which accrues on the amount
made available by the Agent to the Borrower for the account of such Lender until
such time as such Lender reimburses the Agent for such amount, together with
interest thereon, as provided in this Section 2.11.5.

                  (c) A certificate of the Agent submitted to any Lender with
respect to any amounts owing to the Agent by such Lender under this Section
2.11.5 shall be conclusive and binding on such Lender, absent manifest error. If
such Lender does not pay such amounts to the Agent promptly upon the Agent's
demand, the Agent shall promptly notify the Borrower of such Lender's failure to
make payment, and the Borrower shall immediately repay such amounts to the
Agent, together with accrued interest thereon at the applicable rate on the
Revolving Loan, all without prejudice to the rights and remedies of the Agent
against any defaulting Lender. Any and all amounts due and payable to the Agent
by the Borrower under this Section 2.11.5 constitute and shall be part of the
Agent's Obligations.


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<PAGE>

                  (d) Unless the Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Agent that the
Borrower will not make such payment in full, the Agent may assume that the
Borrower have made such payment in full to the Agent on such date and the Agent
in its sole discretion may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then
due such Lender. If and to the extent the Borrower shall not have so made such
payment in full to the Agent and the Agent shall have distributed to any Lender
all or any portion of such amount, such Lender shall repay to the Agent on
demand the amount so distributed to such Lender, together with interest thereon
at the Federal Funds Rate, for each day from the date such amount is distributed
to such Lender until the date such Lender repays such amount to the Agent.

                                  ARTICLE III
                                 THE COLLATERAL

      Section 3.1 Debt and Obligations Secured.

      All property and Liens assigned, pledged or otherwise granted under or in
connection with this Agreement (including, without limitation, those under
Section 3.2 (Grant of Liens)) or any of the Financing Documents shall, subject
to the terms, conditions and limitations, if any, set forth in this Agreement or
in any of the Financing Documents, secure (a) the payment of all of the
Obligations, including, without limitation, any and all Outstanding Letter of
Credit Obligations, all Outstanding Bond Letter of Credit Obligations, all UK
Obligations and any and all Agent's Obligations, and (b) the performance,
compliance with and observance by the Borrower of the provisions of this
Agreement and all of the other Financing Documents or otherwise under the
Obligations. The security interest and Lien of each Lender in such property
shall rank equally in priority with the interest of each other Lender, but the
security interest and Lien of the Agent with respect to the Agent's Obligations
shall be superior and paramount to the security interest and Lien of the Lender.
Notwithstanding the foregoing, the security interest and Lien of the Agent
and/or any Lender with respect to any Obligations under or in connection with,
any interest rate or currency swap agreements, cap, floor, and collar
agreements, currency spot, foreign exchange and forward contracts and other
similar agreements and arrangements permitted by the provisions of this
Agreement shall be junior and subordinate to the security interest and Lien of
the Agent with respect to the Agent's Obligations and junior and subordinate to
the security interest and Lien of the Lender with respect to all other
Obligations.

      The Agent, the Lenders, the Borrower, Berry UK and NIM Holdings agree that
this Article 3 is intended to grant and govern Liens on the assets of the
Borrower only and not assets of Berry UK or NIM Holdings. The UK Security
Documents are intended to grant Liens on the assets of Berry UK and NIM Holdings
to Bank of America with respect to the UK Obligations only. Any and all
references to Collateral included elsewhere in this Agreement (other than in
this Section) are intended to include and govern the Collateral of the Borrower,
Berry UK and NIM Holdings, whether the Liens on such Collateral arise under the
provisions of this Agreement or under any of the other Security Documents
(including the UK Security Documents).


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      Section 3.2 Grant of Liens.

      The Borrower hereby assigns, pledges and grants to the Agent, for the
ratable benefit of the Lenders and for the benefit of the Agent with respect to
the Agent's Obligations and to Bank of America with respect to the UK
Obligations, and agrees that Bank of America, the Agent and the Lenders 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. The Borrower further agrees that the Agent, for the
ratable benefit of the Lenders and for the benefit of the Agent with respect to
the Agent's Obligations, shall have in respect thereof all of the rights and
remedies of a secured party under the Uniform Commercial Code as well as those
provided in this Agreement, under each of the other Financing Documents and
under applicable Laws. Notwithstanding anything to the contrary contained
herein, the Collateral shall not include any rights of the Borrower under any
Capital Leases of Equipment or any other agreements if and to the extent any
such Capital Leases or other agreements prohibit the collateral assignment or
pledge of the Borrower's interest therein, and such prohibition has not been
waived by the respective Person. Notwithstanding anything to the contrary
contained herein, the Collateral shall not include any item of tangible or
intangible property to the extent the grant of a security interest pursuant
hereto in the Borrower's right, title and interest in such item of property is
prohibited by an applicable contractual obligation or requirement of law or
would give any other Person the right to terminate its obligations with respect
to such item (it being understood and agreed, however, that notwithstanding the
foregoing, all rights to payment for money due or to become due pursuant to any
such excluded item of property shall be subject to the security interests
created hereby and it being further understood and agreed that any such excluded
item shall be included as part of the Collateral if and to the extent any
applicable prohibition on the collateral assignment of such item shall be
unenforceable under the applicable Uniform Commercial Code as now or hereafter
in effect).

      Without implying any limitation to the foregoing, as additional Collateral
and security for the Obligations, the Borrower hereby assigns to the Agent, for
the ratable benefit of the Lenders and for the benefit of the Agent with respect
to the Agent's Obligations and to Bank of America with respect to the UK
Obligations, all of its rights, title and interest in, to, and under, the
Poly-Seal Purchase Agreement, all of the Poly-Seal Purchase Agreement Documents,
including, without limitation, all of the benefits of any representations and
warranties provided by the Seller, and any and all rights of the Borrower to
indemnification from the Seller or any other Person contained therein. The
Borrower agrees that neither the assignment to the Agent, for the ratable
benefit of the Lenders and for the benefit of the Agent with respect to the
Agent's Obligations, nor any other provision contained in this Agreement or any
of the other Financing Documents shall impose on the Agent or any of the Lenders
any obligation or liability of the Borrower under the Poly-Seal Purchaser
Agreement or under any of the Poly-Seal Purchase Agreement Documents. The
Borrower hereby agrees to indemnify the Agent and each of the


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Lenders and hold the Agent and each of the Lenders harmless from any and all
claims, actions, suits, losses, damages, costs, expenses, fees, obligations and
liabilities which may be incurred by or imposed upon the Agent and/or any of the
Lenders by virtue of the assignment of and Lien on each of the Borrower's
rights, title and interest in, to, and under the Poly-Seal Purchase Agreement
and the Poly-Seal Purchase Agreement Documents, unless due to the gross
negligence or willful misconduct of the Agent and/or any of the Lenders. The
Borrower further acknowledges and agrees that following the occurrence of an
Event of Default, the Agent, with the consent of the Requisite Lenders, shall be
entitled to enforce any and all rights and remedies available to the Borrower
under the Poly-Seal Purchase Agreement, under the Poly-Seal Purchase Agreement
Documents, and under applicable Laws with respect to the Poly-Seal Stock
Purchase Transaction.

      Section 3.3 Collateral Disclosure List.

      On or prior to the date of this Agreement, the Borrower, Berry UK and NIM
Holdings shall deliver to the Agent one or more lists (collectively, the
"Collateral Disclosure List") which shall contain such information with respect
to the business and real and personal property of the Borrower, Berry UK, NIM
Holdings and each Subsidiary Guarantor as of its date of delivery as the Agent
may require and shall be certified by a Responsible Officer of the Borrower,
Berry UK, NIM Holdings and each Subsidiary Guarantor, as appropriate, all in the
form provided to the Borrower by the Agent. Promptly after demand by the Agent,
the Borrower shall furnish and shall cause Berry UK, NIM Holdings and each
Subsidiary Guarantor to furnish to the Agent an update of the information
contained in the Collateral Disclosure List at any time and from time to time as
may be requested by the Agent.

      Section 3.4 Personal Property.

      The Borrower, Berry UK and NIM Holdings acknowledge and agree that it is
the intention of the parties to this Agreement that (i) the Agent, for the
ratable benefit of the Lenders and for the benefit of the Agent with respect to
the Agent's Obligations, except as otherwise expressly provided in Section 3.2
(Grant of Liens), shall have a first priority, perfected Lien (except that the
Agent acknowledges and agrees that the Lien on the Fixed and Capital Assets of
the Borrower located in the State of Nevada, including, without limitation, the
real property owned by the Borrower in the State of Nevada shall be a second
priority Lien, subject to first priority Liens as set forth in Schedule 4.1.22),
in form and substance reasonably satisfactory to the Agent and its counsel, on
all of the personal property of the Borrower and of each Subsidiary Guarantor of
any kind and nature whatsoever, whether now owned or hereafter acquired, as
security for all of the Obligations, subject only to the Permitted Liens, if any
and (ii) Bank of America shall have a first priority, perfected Lien, in form
and substance reasonably satisfactory to Bank of America and its counsel, on all
of the personal property of Berry UK and NIM Holdings of any kind and nature
whatsoever, whether now owned or hereafter acquired, as security for the UK
Obligations, subject only to the Permitted Liens. In furtherance of the
foregoing:


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            3.4.1 Securities, Chattel Paper, Promissory Notes, etc.

                  (a) As of the date of this Agreement and without implying any
limitation on the scope of Section 3.2 (Grant of Liens), the Borrower shall
deliver and shall cause each Subsidiary Guarantor to deliver (or shall have
delivered or caused to be delivered) to the Agent, for the ratable benefit of
the Lenders and for the benefit of the Agent with respect to the Agent's
Obligations, all originals of all of letters of credit, Securities, Chattel
Paper, Documents and Instruments owned or held by the Borrower and/or any
Subsidiary Guarantor, and, if the Agent so requires, shall execute and deliver
and, shall cause each Subsidiary Guarantor to execute and deliver (or shall have
executed and delivered or caused to be delivered), a separate pledge, assignment
and security agreement in form and content acceptable to the Agent, which
pledge, assignment and security agreement shall assign, pledge and grant a Lien
to the Agent, for the ratable benefit of the Lenders and for the benefit of the
Agent with respect to the Agent's Obligations on all of the letters of credit,
Securities, Chattel Paper, Documents and Instruments of the Borrower and each
Subsidiary Guarantor, as the case may be. In addition, the Borrower agrees to
endorse to the order of the Agent any and all Instruments that constitute or
evidence all or any portion of the Collateral. As of the date of this Agreement,
Berry UK and NIM Holdings shall deliver (or shall have delivered to Bank of
America, all originals of all of letters of credit, Securities, Chattel Paper,
Documents and Instruments owned or held by Berry UK and/or NIM Holdings, and, if
Bank of America, acting through its Sterling LIBOR Lending Office, so requires,
shall execute and deliver (or shall have executed and delivered), a separate
pledge, assignment and security agreement in form and content acceptable to Bank
of America, acting through its Sterling LIBOR Lending Office, which pledge,
assignment and security agreement shall assign, pledge and grant a Lien to Bank
of America, acting through its Sterling LIBOR Lending Office, with respect to
the UK Obligations on all of the letters of credit, Securities, Chattel Paper,
Documents and Instruments of Berry UK and/or NIM Holdings, as the case may be.
In addition, Berry UK and NIM Holdings agree to endorse to the order of Bank of
America, acting through its Sterling LIBOR Lending Office, any and all
Instruments that constitute or evidence all or any portion of the UK Collateral.

                  (b) In the event that the Borrower or any Subsidiary Guarantor
shall acquire (or have acquired) after the Closing Date any letters of credit,
Securities, Chattel Paper, Documents or Instruments, the Borrower shall promptly
so notify the Agent and deliver the originals of all of the foregoing to the
Agent promptly and in any event within thirty (30) days of each acquisition. In
the event that Berry UK or NIM Holdings shall acquire (or have acquired) after
the Closing Date any letters of credit, Securities, Chattel Paper, Documents or
Instruments, Berry UK and NIM Holdings shall promptly so notify Bank of America,
acting through its Sterling LIBOR Lending Office, and deliver the originals of
all of the foregoing to Bank of America, acting through its Sterling LIBOR
Lending Office, promptly and in any event within thirty (30) days of each
acquisition.

                  (c) All letters of credit, Securities, Chattel Paper,
Documents and Instruments to be delivered hereunder shall be delivered to the
Agent and/or Bank of America, acting through its Sterling LIBOR Lending Office,
as applicable, endorsed and/or assigned as required by the pledge, assignment
and security agreement and/or as the Agent and/or Bank of America, acting
through its Sterling LIBOR Lending Office, as applicable, may


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require and, if applicable, shall be accompanied by blank irrevocable and
unconditional stock or bond powers.

            3.4.2 Patents, Copyrights and Other Property Requiring Additional
Steps to Perfect.

            As of the date of this Agreement and without implying any limitation
on the scope of Section 3.2 (Grant of Liens), the Borrower shall execute and
deliver and, shall cause each Subsidiary Guarantor, as appropriate, to execute
and deliver (or shall have executed and delivered or caused to be executed and
delivered), all Financing Documents and take all actions requested by the Agent
in order to perfect a first priority assignment of Patents, Copyrights,
Trademarks, customer lists or any other type or kind of intellectual property
acquired by the Borrower or any Subsidiary Guarantor after the Closing Date. As
of the date of this Agreement, Berry UK and NIM Holdings shall execute and
deliver (or shall have executed and delivered), all Financing Documents and take
all actions reasonably requested by Bank of America in order to perfect a first
priority assignment of Patents, Copyrights, Trademarks, customer lists or any
other type or kind of intellectual property acquired by Berry UK and/or NIM
Holdings after the Closing Date.

      Section 3.5 Record Searches.

      As of the Closing Date and thereafter, as determined by the Agent, at the
time any Financing Document is executed and delivered by the Borrower, Berry UK,
NIM Holdings or any Subsidiary Guarantor pursuant to this ARTICLE III or any
other Section of this Agreement, the Agent shall, in its reasonable discretion
and if requested, have received, in form and substance satisfactory to the
Agent, such Lien or record searches with respect to the Borrower, Berry UK, NIM
Holdings, each Subsidiary Guarantor and/or any other Person who may be an
obligor or pledgor with respect to any of the Obligations, as appropriate, and
the property covered by such Financing Document showing that the Lien of such
Financing Document will be a perfected first priority Lien on the property
covered by such Financing Document subject only to Permitted Liens or to such
other Liens or matters as the Agent may approve. Notwithstanding the foregoing,
the Agent acknowledges and agrees that the Borrower shall be obligated to
reimburse the Agent only for actual out-of-pocket costs and expenses relating to
Lien and record searches and only to the extent ordered by the Agent (a)
one-time only after the Closing Date to confirm the due filing and Lien priority
of the Agent and the Lenders, (b) not more frequently than once in any given
calendar year after the Closing Date prior to the occurrence of a Default or an
Event of Default, and (c) in addition, at any time following the occurrence of a
Default or an Event of Default.

      Section 3.6 Real Property.

      The Borrower acknowledges and agrees that it is the intention of the
parties to this Agreement that the Agent, for the ratable benefit of the Lenders
and for the benefit of the Agent with respect to the Agent's Obligations, shall
have a first priority, perfected Lien, in form and substance satisfactory to the
Agent and its counsel, on all real property of any kind and nature whatsoever,
whether now owned or hereafter acquired by the Borrower or any Subsidiary
Guarantor, subject only to the Permitted Liens, excluding, however, any real
property leased by


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<PAGE>

the Borrower or any Subsidiary Guarantor. Berry UK and NIM Holdings acknowledge
and agree that it is the intention of the parties to this Agreement that Bank of
America shall have a first priority, perfected Lien, in form and substance
satisfactory to Bank of America and its counsel, on all real property of any
kind and nature whatsoever, whether now owned or hereafter acquired by Berry UK
or NIM Holdings, subject only to the Permitted Liens and to the limitations on
liability set forth in Section 2.10.11 (Limitations on Joint and Several
Liability), if any, and subject to the provisions of Section 3.7 below,
excluding, however, any real property leased by Berry UK or NIM Holdings.

      With respect to each parcel of real property now owned by the Borrower,
Berry UK, NIM Holdings and/or a Subsidiary Guarantor ), the Borrower, Berry UK
and NIM Holdings, as appropriate, shall execute and deliver and, subject to the
terms of Section 3.7 (Subsidiary Guarantor Assets), shall cause each Subsidiary
Guarantor, as appropriate, to execute and deliver (or to have executed and
delivered), as of the date of this Agreement, a deed of trust or a mortgage or
other document, including, any amendments or confirmations of the existing Deeds
of Trust as may be required by the Agent or Bank of America, acting through its
Sterling LIBOR Lending Office, as appropriate, which deed of trust, mortgage
and/or other document shall be included among the Financing Documents. With
respect to real property acquired in fee by the Borrower, Berry UK, NIM Holdings
or any Subsidiary Guarantor after the Closing Date (whether by merger or
otherwise), the Borrower, Berry UK and/or NIM Holdings, as appropriate, shall
grant and, subject to the terms of Section 3.7 (Subsidiary Guarantor Assets),
shall cause each Subsidiary Guarantor, as appropriate, to grant (or shall have
granted or caused to be granted), promptly after acquisition thereof, a Lien
covering such real property to the Agent, for the ratable benefit of the Lenders
and for the benefit of the Agent with respect to the Agent's Obligations or to
Bank of America, acting through its Sterling LIBOR Lending Office, as
appropriate, under the provisions of a mortgage, deed of trust or other
document, as appropriate. Each Financing Document to be executed and delivered
pursuant hereto shall:

                  (a) be in form and substance reasonably satisfactory to the
Agent and Bank of America, acting through its Sterling LIBOR Lending Office, as
appropriate;

                  (b) create a first priority Lien in such real property in
favor of the Agent, for the ratable benefit of the Lenders and for the benefit
of the Agent with respect to the Agent's Obligations or in favor of Bank of
America, acting through its Sterling LIBOR Lending Office, as appropriate,
subject only to Permitted Liens, zoning ordinances, and such other matters as
the Agent and/or Bank of America, acting through its Sterling LIBOR Lending
Office, as applicable, may approve, but subject to the limitations set forth on
liability in Section 2.10.11 (Limitations on Joint and Several Liability);

                  (c) be accompanied by a current survey reasonably satisfactory
in all respects to the Agent and/or Bank of America, acting through its Sterling
LIBOR Lending Office, as appropriate, of the subject real property, prepared by
a registered land surveyor or engineer reasonably satisfactory to the Agent and
Bank of America, acting through its Sterling LIBOR Lending Office, as
appropriate;

                  (d) be accompanied by evidence reasonably satisfactory to the
Agent and/or Bank of America, acting through its Sterling LIBOR Lending Office,
as


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<PAGE>

appropriate, regarding the current and past pollution control practices at such
real property in connection with the discharge, emission, handling, disposal or
existence of Hazardous Materials, which may include, at the Agent's or Bank of
America's (acting through its Sterling LIBOR Lending Office) request, an
environmental audit of such real property prepared by a person or firm
reasonably acceptable to the Agent and/or Bank of America, acting through its
Sterling LIBOR Lending Office, as applicable;

                  (e) be accompanied by a mortgagee's title insurance policy or
marked-up commitment or binder for such insurance in form and substance
reasonably satisfactory to the Agent and issued by a title insurance company
reasonably satisfactory to the Agent, except for any real property located in a
jurisdiction outside of the United States unless mortgagee's title insurance
coverage is customary in such jurisdiction; and

                  (f) upon request of the Agent or Bank of America, acting
through its Sterling LIBOR Lending Office, be accompanied by a signed opinion of
counsel addressed to the Agent and each of the Lenders or Bank of America,
acting through its Sterling LIBOR Lending Office, as appropriate, in form and
substance reasonably satisfactory to the Agent and Bank of America, acting
through its Sterling LIBOR Lending Office, as applicable.

      Section 3.7 Subsidiary Guarantor Assets.

      The Borrower agrees that all Obligations are and shall continue to be
fully and unconditionally and jointly and severally guaranteed by each
Subsidiary Guarantor and that 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.

      Section 3.8 Costs.

      The Borrower agrees to pay, as part of the Enforcement Costs and to the
fullest extent permitted by applicable Laws, on demand all reasonable costs,
fees and expenses incurred by the Agent and/or any of the Lenders in connection
with the taking, perfection, preservation, protection and/or release of a Lien
on the Collateral, including, without limitation, with respect to all actions
required to effect any of the provisions of Section 3.7 (Subsidiary Guarantor
Assets), and any of the following:

                  (a) customary reasonable fees and expenses incurred by the
Agent and/or any of the Lenders in preparing, reviewing, negotiating and
finalizing the Financing Documents from time to time (including, without
limitation, reasonable attorneys' fees incurred in connection with preparing,
reviewing, negotiating, and finalizing any of the Financing Documents,
including, any amendments and supplements thereto);

                  (b) all filing and/or recording taxes or fees;

                  (c) all title insurance premiums and costs;

                  (d) all costs of Lien and record searches;


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                  (e) reasonable attorneys' fees in connection with all legal
opinions required;

                  (f) appraisal and/or survey costs; and

                  (g) all related reasonable costs, fees and expenses.

      Section 3.9 Release.

      Upon the payment and performance of all Obligations (other than contingent
indemnification and expense reimbursement obligations for which no claim has
been made) of the Borrower and termination of this Agreement, Berry UK, NIM
Holdings and all obligations and liabilities of each other Subsidiary Guarantor,
under this Agreement and/or under any or all other Financing Documents, the
termination and/or expiration of all of the Commitments, all Letters of Credit,
all Bond Letters of Credit, all Outstanding Bond Letter of Credit Obligations,
and all Outstanding Letter of Credit Obligations, upon the Borrower's request
and at the Borrower's sole cost and expense, the Agent shall release and/or
terminate the Liens of any and all of the Financing Documents.

      Section 3.10 Inconsistent Provisions.

      In the event that the provisions of any Financing Document directly
conflict with any provision of this Agreement, the provisions of this Agreement
shall govern.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

      Section 4.1 Representations and Warranties.

      The Borrower, Berry UK and NIM Holdings each represents and warrants to
the Agent and the Lenders, as follows:

            4.1.1 Subsidiaries.

            The Borrower, Berry UK and NIM Holdings own the Subsidiaries listed
on the Collateral Disclosure List attached hereto and made a part hereof and no
others, as updated from time to time pursuant to the provisions of this
Agreement. Each of the Subsidiaries is a Wholly Owned Subsidiary except as shown
on the Collateral Disclosure List, as updated from time to time pursuant to the
provisions of this Agreement, which correctly indicates the nature and amount of
the Borrower's, Berry UK's and/or NIM Holdings's ownership interests therein, as
applicable.

            4.1.2 Good Standing.

            Each of the Borrower and its Subsidiaries (a) is a corporation duly
organized, existing and in good standing under the laws of the jurisdiction of
its incorporation, (b) has the corporate power to own its property and to carry
on its business as now being conducted, and (c) is duly qualified to do business
and is in good standing in each jurisdiction in


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<PAGE>

which the character of the properties owned by it therein or in which the
transaction of its business makes such qualification necessary or where such
non-qualification would have a materially adverse effect on the Borrower and its
Subsidiaries taken as a whole or would otherwise impair the ability of the Agent
to collect or realize upon any of the Collateral.

            4.1.3 Power and Authority.

            Each of the Borrower and its Subsidiaries has full corporate power
and authority to execute and deliver this Agreement, the other Financing
Documents, and the Poly-Seal Stock Purchase Documents to which it is a party, to
make the borrowings and request Letters of Credit and Bond Letters of Credit
under this Agreement, to close and consummate each aspect of the Poly-Seal Stock
Purchase Transaction, as appropriate and to incur and perform the Obligations
whether under this Agreement, the other Financing Documents, the Poly-Seal Stock
Purchase Documents, all of which have been duly authorized by all proper and
necessary corporate action. No consent or approval of shareholders or any
creditors of the Borrower or any Subsidiary, and no consent, approval, filing or
registration with or notice to any Governmental Authority on the part of the
Borrower or any Subsidiary, is required as a condition to the execution,
delivery, validity or enforceability of this Agreement, the other Financing
Documents, any of the Poly-Seal Stock Purchase Documents, the performance by the
Borrower of the Obligations or the closing and consummation of the Poly-Seal
Stock Purchase Transaction, in each case, if required, the same has been duly
obtained.

            4.1.4 Binding Agreements.

            This Agreement and the other Financing Documents executed and
delivered by the Borrower and/or any of its Subsidiaries have been properly
executed and delivered and constitute the valid and legally binding obligations
of the Borrower and its Subsidiaries, respectively, and are fully enforceable
against the Borrower and its Subsidiaries in accordance with their respective
terms, subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general applications affecting the rights and remedies of creditors and
secured parties, and general principles of equity regardless of whether applied
in a proceeding in equity or at law.

            4.1.5 No Conflicts.

            Neither the execution, delivery and performance of the terms of this
Agreement or of any of the other Financing Documents executed and delivered by
the Borrower or any of the Subsidiaries nor the consummation of the transactions
contemplated by this Agreement will conflict with, violate or be prevented by
(a) the charter or bylaws of the Borrower or any of the Subsidiaries, (b) any
existing mortgage, indenture, contract or agreement binding on the Borrower or
any of the Subsidiaries or affecting any of its or their property, or (c) any
Laws.

            4.1.6 No Defaults, Violations. As of the date of this Agreement:

                  (a) No Default or Event of Default has occurred and is
continuing.


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<PAGE>

                  (b) Neither the Borrower nor any of the Subsidiaries is in
material default under any existing mortgage, indenture, contract or agreement
binding on it or them or affecting its or their property in any respect which
would be materially adverse to the business, operations, property or financial
condition of the Borrower and the Subsidiaries, taken as a whole, or which would
materially adversely affect the ability of the Borrower and the Subsidiaries,
taken as a whole to perform their obligations under this Agreement or under any
of the other Financing Documents to which the Borrower and/or any of the
Subsidiaries is a party.

            4.1.7 Compliance with Laws.

            Neither the Borrower nor any of the Subsidiaries is in violation of
any applicable Laws (including, without limitation, any Laws relating to
employment practices, to environmental, occupational and health standards and
controls) or order, writ, injunction, decree or demand of any court, arbitrator,
or any Governmental Authority affecting the Borrower, any Subsidiary or any of
its or their properties, the violation of which, considered in the aggregate,
would materially adversely affect the business, operations or properties of the
Borrower and/or any Subsidiary taken as a whole.

            4.1.8 Margin Stock.

            None of the proceeds of the Loans will be used, directly or
indirectly, by the Borrower or any Subsidiary for the purpose of purchasing or
carrying, or for the purpose of reducing or retiring any indebtedness which was
originally incurred to purchase or carry, any "margin security" within the
meaning of Regulation G (12 CFR Part 207), or "margin stock" within the meaning
of Regulation U (12 CFR Part 221), of the Board of Governors of the Federal
Reserve System or for any other purpose which would make the transactions
contemplated in this Agreement a "purpose credit" within the meaning of said
Regulation G or Regulation U, or cause this Agreement to violate any other
regulation of the Board of Governors of the Federal Reserve System or the
Securities Exchange Act of 1934 or the Small Business Investment Act of 1958, as
amended, or any rules or regulations promulgated under any of such statutes.

            4.1.9 Investment Company Act; Margin Securities.

            Neither the Borrower nor any Subsidiary is an investment company
within the meaning of the Investment Company Act of 1940, as amended, nor is it,
directly or indirectly, controlled by or acting on behalf of any Person which is
an investment company within the meaning of said Act. Neither the Borrower nor
any Subsidiary is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying
"margin security" within the meaning of Regulation G (12 CFR Part 207), or
"margin stock" within the meaning of Regulation U (12 CFR Part 221), of the
Board of Governors of the Federal Reserve System.

            4.1.10 Litigation.

            Except as otherwise disclosed on Schedule 4.1.10 attached to and
made a part of this Agreement, there are no proceedings, actions or
investigations pending or, so far as the Borrower knows, threatened before or by
any court, arbitrator any Governmental Authority which, in any one case or in
the aggregate, could reasonably be expected to have a material


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adverse effect on the business, properties, condition (financial or otherwise)
or operations, present or prospective, of the Borrower or any of the
Subsidiaries taken as a whole.

            4.1.11 Financial Condition.

            The consolidated financial statements of the Borrower and the
Subsidiaries dated as of December 31, 1999, are complete and correct and fairly
present the financial position of the Borrower and the Subsidiaries and the
results of their operations as of the date and for the period referred to and
have been prepared in accordance with GAAP applied on a consistent basis
throughout the period involved. There are no material liabilities, direct or
indirect, fixed or contingent, of the Borrower or any Subsidiary as of the date
of such financial statements that are not reflected therein. There has been no
materially adverse change in the financial condition or operations of the
Borrower or any Subsidiary since the date of such financial statements and to
the Borrower's knowledge no such materially adverse change is pending. Except as
permitted by the provisions of Section 6.2.5 (Investments), neither the Borrower
nor any Subsidiary has guaranteed the obligations of, or made any investment in
or advances to, any Person (other than the Borrower or any Subsidiary
Guarantor), except as disclosed in such financial statements and except that the
Borrower and/or any or all of the Subsidiary Guarantors may have guaranteed one
or more leases under which the Borrower and/or a Subsidiary Guarantor is a
tenant or lessee, as of the date of this Agreement.

            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 December 31, 1999, but
giving effect to the Poly-Seal Purchase Agreement 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 Poly-Seal 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 December 31,
1999, but giving effect to the Poly-Seal Purchase Transaction and the
transactions incident thereto. The Pro-forma Financial Projections represent the
best estimate of the future operations of the Parent and are based on reasonable
and conservative assumptions, but do not constitute a guaranty of actual
performance.

            4.1.13 Full Disclosure.

            The financial statements referred to in Section 4.1.11 (Financial
Condition) of this Agreement and the statements, reports or certificates
furnished by the Borrower in connection with the Financing Documents (a) do not
contain any untrue statement of a material fact and (b) when taken in their
entirety, do not omit any material fact necessary to make the statements
contained therein not misleading. There is no fact known to the Borrower which
the Borrower has not disclosed to the Agent and the Lenders in writing prior to
the date of this Agreement with respect to the transactions contemplated by the
Financing Documents which materially and adversely affects or in the future
would, in the reasonable opinion of the Borrower


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materially adversely affect the condition, financial or otherwise, results of
operations, business, or assets of the Borrower and the Subsidiaries, taken as a
whole.

            4.1.14 Indebtedness for Borrowed Money.

            As of the date of this Agreement, except for the Obligations and
except as set forth in Schedule 4.1.14 attached to and made a part of this
Agreement, neither the Borrower, Berry UK nor NIM Holdings has any Indebtedness
for Borrowed Money. The Agent has received photocopies of all promissory notes
evidencing any Indebtedness for Borrowed Money set forth in Schedule 4.1.14,
together with any and all material subordination agreements, other agreements,
documents, or instruments securing, evidencing, guarantying or otherwise
executed and delivered in connection therewith.

            4.1.15 Subordinated Debt; Senior Secured Debt.

            None of the Subordinated Debt Loan Documents nor any of the Senior
Secured Debt Loan Documents in effect prior to the date of this Agreement have
been amended, supplemented, restated or otherwise modified except as otherwise
disclosed to the Agent in writing on or before the date of this Agreement. In
addition, the Borrower has furnished copies of each amendment, supplement,
restatement or other modification to any of the Subordinated Debt Loan Documents
executed on or before the date of this Agreement. In addition, there does not
exist any default or any event which upon notice or lapse of time or both would
constitute a default under the terms of any of the Subordinated Debt Loan
Documents or any of the Senior Secured Debt Loan Documents.

            4.1.16 Taxes.

            The Borrower and the Subsidiaries have filed all returns, reports
and forms for all material Taxes which, to the knowledge of the Borrower, are
required to be filed, and have paid all such material Taxes as shown on such
returns or on any assessment received by it, to the extent that such Taxes have
become due, unless and to the extent only that such Taxes, assessments and
governmental charges are currently contested in good faith and by appropriate
proceedings by the Borrower, such Taxes are not the subject of any Liens other
than Permitted Liens, and adequate reserves therefor have been established as
required under GAAP. All tax liabilities of the Borrower and the Subsidiaries
were as of the date of the audited financial statements referred to in Section
4.1.11 (Financial Condition), and are now, adequately provided for on the books
of the Borrower and the Subsidiaries, as appropriate. No material tax liability
has been asserted by the Internal Revenue Service or any state or local
authority against the Borrower or any Subsidiary for Taxes in excess of those
already paid.

            4.1.17 ERISA.

            With respect to any "pension plan" as defined in SECTION 3(2) of
ERISA, which plan is now or previously has been maintained or contributed to by
the Borrower and/or any Subsidiary and/or by any commonly controlled entity: (a)
no "accumulated funding deficiency" as defined in Code ss.412 or ERISA ss.302
has occurred, whether or not that accumulated funding deficiency has been
waived; (b) no Reportable Event has occurred; (c) no termination of any plan
subject to Title IV of ERISA has occurred; (d) no Borrower, Subsidiary


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nor any commonly controlled entity (as defined under ERISA) has incurred a
"complete withdrawal" within the meaning of ERISA ss.4203 from any
Multi-employer Plan; (e) no Borrower, Subsidiary nor any commonly controlled
entity has incurred a "partial withdrawal" within the meaning of ERISA ss.4205
with respect to any Multi-employer Plan; (f) no Multi-employer Plan to which the
Borrower, any Subsidiary or any commonly controlled entity has an obligation to
contribute is in "reorganization" within the meaning of ERISA ss.4241 nor has
notice been received by the Borrower, any Subsidiary or any commonly controlled
entity that such a Multi-employer Plan will be placed in "reorganization".

            4.1.18 Title to Properties.

            Each of the Borrower and the Subsidiaries has good title to all of
its and their respective properties, including, without limitation, the
Collateral and the properties and assets reflected in the balance sheets
described in Section 4.1.11 (Financial Condition), subject to any minor
imperfections in title which do not significantly detract from the use thereof.
The Borrower and each Subsidiary have legal, enforceable and uncontested rights
to use freely such property and assets.

            4.1.19 Patents, Trademarks, Etc.

            Each of the Borrower and the Subsidiaries owns, possesses, or has
the right to use all necessary Patents, licenses, Trademarks, Copyrights,
permits and franchises to own its properties and to conduct its business as now
conducted, without known conflict with the rights of any other Person. Any and
all obligations to pay royalties or other charges with respect to such
properties and assets are properly reflected on the financial statements
described in Section 4.1.11 (Financial Condition).

            4.1.20 Employee Relations.

            Except as disclosed on Schedule 4.1.20 attached hereto and made a
part hereof, as updated from time to time, (a) no Borrower nor any Subsidiary
nor the Borrower's or any Subsidiary's employees is subject to any collective
bargaining agreement, (b) to the Borrower's knowledge, no petition for
certification or union election is pending with respect to the employees of the
Borrower or any Subsidiary and no union or collective bargaining unit has sought
such certification or recognition with respect to the employees of the Borrower,
and (c) as of the date of this Agreement, there are no strikes, slowdowns, work
stoppages or controversies pending or, to the best knowledge of the Borrower
after due inquiry, threatened between the Borrower and its employees. Hours
worked and payments made to the employees of any one or more of the Borrower
have not been in violation of the Fair Labor Standards Act or any other
applicable law dealing with such matters. All payments due from the Borrower or
any Subsidiary or for which any claim may be made against the Borrower or any
Subsidiary, on account of wages and employee and retiree health and welfare
insurance and other benefits have been paid or accrued as a liability on its or
their books, as appropriate.


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            4.1.21 Presence of Hazardous Materials or Hazardous Materials
Contamination.

            To the best of the Borrower's knowledge and except as disclosed in
writing to the Agent in Schedule 4.1.21 hereof with respect to any matters
existing as of the date of this Agreement and except as hereafter disclosed in
writing to the Agent with respect to any matters arising after the date of this
Agreement, (a) no Hazardous Materials are located on any real property owned,
controlled or operated by the Borrower or any Subsidiary or for which the
Borrower or any Subsidiary is, or is claimed to be, responsible, except for
reasonable quantities of necessary supplies for use by the Borrower and/or the
Subsidiaries any of their respective tenants in the ordinary course of its or
their lines of business as permitted by this Agreement and stored, used and
disposed in accordance with applicable Laws; and (b) no property owned,
controlled or operated by the Borrower or any Subsidiary or for which the
Borrower or any Subsidiary has, or is claimed to have, responsibility is
affected by any material Hazardous Materials Contamination at any other
property.

            4.1.22 Perfection and Priority of Collateral.

            The Agent and the Lenders have, or upon execution and recording of
UCC-1 financing statements and possession of Securities, Documents, Instruments,
Chattel Paper and Instruments will have, and will continue to have as security
for the Obligations (subject to the terms of Section 3.7 (Subsidiary Guarantor
Assets) and the terms of Section 2.10.11(Limitations on Joint and Several
Liability), a valid and perfected Lien on and security interest in all
Collateral (except that the UK Collateral shall secure the UK Obligations only),
free of all other Liens, claims and rights of third parties whatsoever except
Permitted Liens, including, without limitation, those described on Schedule
4.1.22.

            4.1.23 Places of Business and Location of Collateral.

            The information contained in the Collateral Disclosure List, as
updated annually and at such other times as shall be determined by the Borrower
at any time prior to the occurrence of a Default or an Event of Default and as
shall be determined by the Agent at any time following the occurrence of a
Default or an Event of Default, is complete and correct in all material
respects. The Collateral Disclosure List completely and accurately identifies
the address of (a) the chief executive office of the Borrower, Berry UK, NIM
Holdings and each of the Subsidiary Guarantors, (b) any and each other place of
business of the Borrower, Berry UK, NIM Holdings or any of the Subsidiary
Guarantors, (c) the location of all books and records pertaining to the
Collateral, and (d) each location, other than the foregoing, where any of the
Collateral is located. The legally required places to file financing statements
with respect to the Collateral within the meaning of the Uniform Commercial Code
are the filing offices for those jurisdictions in which the Borrower and/or any
Subsidiary Guarantor, as appropriate, maintains a place of business as
identified on the Collateral Disclosure List.

            4.1.24 Business Names and Addresses.

            Except as set forth in Schedule 4.1.24 attached hereto and made a
part hereof, in the five (5) years preceding the date hereof, neither the
Borrower, Berry UK, NIM


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Holdings nor any of its Subsidiaries has changed its name, identity or corporate
structure, has conducted business under any name other than its current name,
and has conducted its business in any jurisdiction other than those disclosed on
the Collateral Disclosure List.

            4.1.25 Equipment.

            No equipment is held by the Borrower, Berry UK, NIM Holdings or any
Subsidiary Guarantor on a sale on approval basis.

            4.1.26 Inventory.

            All material portions of the Inventory of the Borrower, Berry UK,
NIM Holdings and each Subsidiary Guarantor included in the Borrowing Base and/or
the UK Borrowing Base, conform to the eligibility criteria set forth in the
definition of Eligible Domestic Inventory and/or Eligible UK Inventory, as
applicable. Except as disclosed in the Collateral Disclosure List, no goods
offered for sale by the Borrower or any Subsidiary are consigned to or held on
sale or return terms by the Borrower or any Subsidiary.

            4.1.27 Accounts.

            All material portions of the Accounts included in the Borrowing Base
and the UK Borrowing Base conform to the eligibility criteria set forth in the
definition of Eligible Domestic Receivables and Eligible UK Receivables, as
applicable.

            4.1.28 Poly-Seal Stock Purchase Transaction.

            The Agent has received true and correct photocopies of the Poly-Seal
Stock Purchase Agreement and each of the other Poly-Seal Stock Purchase
Documents, executed, delivered and/or furnished on or before the date of this
Agreement in connection with the Poly-Seal Stock Purchase Transaction. Neither
the Poly-Seal Stock Purchase Agreement nor any of the other Poly-Seal Stock
Purchase Documents have been modified, changed, supplemented, canceled, amended
or otherwise altered, except as otherwise disclosed to the Agent in writing on
or before the date of this Agreement. The Poly-Seal Stock Purchase Transaction
has been effected, closed and consummated pursuant to, and in accordance with,
the terms and conditions of the Poly-Seal Stock Purchase Agreement and with all
applicable Laws.

            4.1.29 Hart-Scott-Rodino.

            The Borrower, the Seller and all other necessary Persons, as
appropriate, have made such filings as may be required by the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and have provided such
supplemental information that may be required by such Act, with respect to the
sales contemplated by the Poly-Seal Stock Purchase Transaction. The waiting
periods under such Act have terminated or expired.

            4.1.30 Credit Facilities.

            The Borrower hereby represents and warrants that none of the Credit
Facilities nor the obligations of the Borrower, Berry UK, NIM Holdings and the
Subsidiary


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Guarantors under and with respect to any of the Obligations are in violation of
or otherwise constitute a default under the provisions of the Indenture. In
particular, the Term Loans (including the Term Loan B Increase and the Term Loan
A Increase) and the Revolving Loan constitute "Senior Indebtedness" under the
provisions of the Indenture. The Borrower further represents and warrants that
neither its agreement nor the agreement of any Subsidiary Guarantor to guaranty
payment of the UK Credit Facilities and to grant liens on their respective
assets and properties are in violation of or otherwise constitute a default
under the provisions of the Indenture.

      Section 4.2 Survival; Updates of Representations and Warranties.

      All representations and warranties contained in or made under or in
connection with this Agreement and the other Financing Documents shall survive
the date of this Agreement, the making of any advance under the Loans and
extension of credit made hereunder, and the incurring of any other Obligations
and shall be deemed to have been made at the time of the making of each advance
under the Loans or the issuance of each Letter of Credit and/or each Bond Letter
of Credit, except that (a) representations and warranties which relate to a
specific date need only be true and correct as of such date, and (b) the
representations and warranties which relate to financial statements which are
referred to in Section 4.1.11 (Financial Condition), shall also be deemed to
cover financial statements furnished from time to time to the Agent and the
Lenders pursuant to Section 6.1.1 (Financial Statements). The Borrower, Berry UK
and NIM Holdings shall have the right from time to time to modify or supplement
any of the Schedules (including the provision of new Schedules) and/or the
Collateral Disclosure List referred to in this ARTICLE IV, and following any
such modification or supplement the representations in this ARTICLE IV shall be
deemed to refer to such Schedules and Collateral Disclosure List as so modified
or supplemented; provided, that the Borrower, Berry UK and/or NIM Holdings, as
applicable, will be deemed to have represented at the time of delivery of any
such modification or supplement that the modifications of and supplements to
such Schedules and/or Collateral Disclosure List after the date of this
Agreement do not relate to events or circumstances which individually or in the
aggregate have resulted in a material adverse change in the business or
operations of the Borrower, Berry UK, NIM Holdings and its Subsidiaries taken as
a whole or which would otherwise constitute a Default or an Event of Default.

                                   ARTICLE V
                              CONDITIONS PRECEDENT

      Section 5.1 Conditions to the Initial Advance and Initial Letter of
Credit.

      The making of the initial advance under the Loans and the issuance of the
initial Letter of Credit and the initial Bond Letter of Credit are subject to
the fulfillment on or before the date of this Agreement of the following
conditions precedent in a manner reasonably satisfactory in form and substance
to the Agent and its counsel:


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            5.1.1 Organizational Documents - Borrower, Berry UK and NIM
Holdings.

            The Agent shall have received for the Borrower, Berry UK and NIM
Holdings:

                  (a) for the Borrower only, a certificate of good standing
certified by the Secretary of State, or other appropriate Governmental
Authority, of the state of incorporation of the Borrower, if applicable;

                  (b) for the Borrower only, a certificate of qualification to
do business certified by the Secretary of State or other Governmental Authority
of each state in which the Borrower conducts business, as applicable;

                  (c) a certificate dated as of the date of this Agreement by
the Secretary or an Assistant Secretary of each of the Borrower, Berry UK and
NIM Holdings covering:

                        (i) true and complete copies of its corporate charter,
                  bylaws, and all amendments thereto;

                        (ii) true and complete copies of the resolutions of its
                  Board of Directors authorizing (A) the execution, delivery and
                  performance of the Financing Documents and the Poly-Seal Stock
                  Purchase Documents to which it is a party, (B) the borrowings
                  hereunder, (C) the granting of the Liens contemplated by this
                  Agreement and the Financing Documents to which it is a party
                  and (D) the Poly-Seal Stock Purchase Transaction;

                        (iii) the incumbency, authority and signatures of the
                  officers authorized to sign this Agreement and the other
                  Financing Documents to which it is a party; and

                        (iv) the identity of its current directors, common stock
                  holders and other equity holders, as well as their respective
                  percentage ownership interests.

            5.1.2 Opinion of Counsel.

            The Agent shall have received such favorable opinions of counsel for
the Borrower, Berry UK, NIM Holdings and the Subsidiary Guarantors addressed to
the Agent, the Lenders and Bank of America, acting through its Sterling LIBOR
Lending Office, in form and substance satisfactory to the Agent and as requested
by the Agent.

            5.1.3 Organizational Documents - Guarantors.

            The Agent shall have received for each Guarantor:

                  (a) a certificate of good standing certified by the Secretary
of State, or other appropriate Governmental Authority, of the state of
incorporation;


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                  (b) a certificate of qualification to do business certified by
the Secretary of State or other Governmental Authority of each state in which
each Guarantor conducts business;

                  (c) a certificate dated as of the date of this Agreement by
the Secretary or an Assistant Secretary of each Guarantor covering:

                        (i) true and complete copies of the its corporate
                  charter, bylaws, and all amendments thereto;

                        (ii) true and complete copies of the resolutions of it's
                  Board of Directors authorizing the execution, delivery and
                  performance of the Financing Documents to which it is a party
                  and the granting of the Liens contemplated by any of the
                  Financing Documents to which it is a party;

                        (iii) the incumbency, authority and signatures of its
                  officers to sign the Guaranty and all other Financing
                  Documents to which it is a party;

                        (iv) the identity of it's current directors, common
            stock holders and other equity holders, as well as their respective
            percentage ownership interests;

                  (d) the favorable opinion of counsel for the Guarantors
addressed to the Agent, the Lenders and Bank of America, acting through its
Sterling LIBOR Lending Office, and in form satisfactory to the Agent.

            5.1.4 Consents, Licenses, Approvals, Etc.

            The Agent shall have received copies of all consents, licenses and
approvals, required in connection with the execution, delivery, performance,
validity and enforceability of the Financing Documents, and the Poly-Seal Stock
Purchase Documents, and such consents, licenses and approvals shall be in full
force and effect.

            5.1.5 Notes.

            The Agent shall have received for delivery to each of the Lenders
the UK Term Note, the UK Revolving Credit Note, the Term Notes and the Revolving
Credit Notes, each conforming to the requirements hereof and executed by a
Responsible Officer of the Borrower, Berry UK and NIM Holdings, as applicable,
and attested by a duly authorized representative of the Borrower, Berry UK and
NIM Holdings, as applicable.

            5.1.6 Financing Documents and Collateral.

            The Borrower, Berry UK, NIM Holdings and each Subsidiary Guarantor
shall have executed and delivered the Financing Documents to be executed by it,
including, without limitation, the UK Security Documents, the UK Credit
Facilities Guaranty and the UK Security Agreement and shall have delivered
original Chattel Paper, Instruments, Securities, and related Collateral and all
opinions, title insurance, and other documents contemplated by ARTICLE III (The
Collateral).


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            5.1.7 Other Financing Documents.

            In addition to the Financing Documents to be delivered by the
Borrower, Berry UK and/or NIM Holdings, the Agent shall have received the
Financing Documents duly executed and delivered by parties thereto other than
the Borrower, Berry UK or NIM Holdings.

            5.1.8 Other Documents, Etc.

            The Agent shall have received such other certificates, opinions,
documents and instruments confirmatory of or otherwise relating to the
transactions contemplated hereby as may have been reasonably requested by the
Agent.

            5.1.9 Payment of Fees.

            The Agent and the Lenders shall have received payment of any Fees
due on or before the date of this Agreement.

            5.1.10 Collateral Disclosure List.

            The Borrower, Berry UK, NIM Holdings and each Subsidiary Guarantor
shall have delivered the Collateral Disclosure List required under the
provisions of Section 3.3 (Collateral Disclosure List) hereof duly executed by a
Responsible Officer of the Borrower, Berry UK, NIM Holdings and each Subsidiary
Guarantor, as appropriate.

            5.1.11 Recordings and Filings.

            The Borrower, Berry UK, NIM Holdings and each Subsidiary Guarantor,
as appropriate, shall have: (a) executed and delivered all Financing Documents
(including, without limitation, UCC-1 and UCC-3 statements) required to be
filed, registered or recorded in order to create, in favor of the Agent and the
Lenders, a perfected Lien in the Collateral (subject only to the Permitted
Liens) in form and in sufficient number for filing, registration, and recording
in each office in each jurisdiction in which such filings, registrations and
recordations are required, and (b) delivered such evidence as the Agent may deem
satisfactory that all necessary filing fees and all recording and other similar
fees, and all Taxes and other expenses related to such filings, registrations
and recordings will be or have been paid in full.

            5.1.12 Insurance Certificate.

            The Agent shall have received an insurance certificate in accordance
with the provisions of Section 6.1.8 (Insurance) and Section 6.1.17 (Insurance
With Respect to Equipment and Inventory) of this Agreement. The Agent and the
Lenders acknowledge and agree that a series of insurance certificates acceptable
to the Agent were furnished to the Agent on or about the First Closing Date and
again on May 13, 1997 and that additional insurance certificates will not be
required except with respect to the insurance coverages of Poly-Seal.


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            5.1.13 Landlord's Waivers.

            Unless otherwise agreed by the Agent, the Agent shall have received
a landlord's waiver from each landlord of each and every business premise leased
by the Borrower and/or any Subsidiary Guarantor and on which any of the
Collateral is or may hereafter be located, which landlords' waivers must be
reasonably acceptable to the Agent and its counsel in their sole and absolute
discretion.

            5.1.14 Bailee Acknowledgements.

            Unless otherwise agreed by the Agent, the Agent shall have received
an agreement acknowledging the Liens of the Agent and the Lender from each
bailee, warehouseman, consignee or similar third party which has possession of
any of the Collateral, which agreements must be reasonably acceptable to the
Agent and its counsel in their sole and absolute discretion.

            5.1.15 Field Examination.

            The Agent shall have completed a field examination and audit of the
business, operations and income of the Borrower, Berry UK, NIM Holdings and each
Subsidiary Guarantor, the results of which field examination and audit shall be
in all respects acceptable to the Agent in its sole and absolute discretion and
shall include reference discussions with key customers and vendors.

            5.1.16 Appraisal.

            The Agent shall have received appraisals of all real and personal
property owned by the Borrower, Berry UK, NIM Holdings and/or each Subsidiary
Guarantor, all of which appraisals shall be performed by one or more appraisers
satisfactory in all respects to the Agent, shall be in such form and content as
may be required by the Agent.

            5.1.17 Pro-forma Balance Sheet and Projections.

            The Agent shall have received and approved the Borrower's Pro-forma
Balance Sheet and Pro-forma Financial Projections, which Pro-forma Balance Sheet
and Pro-forma Financial Projections must be in form and content acceptable to
the Agent in its sole and absolute discretion.

            5.1.18 Stock Certificates and Stock Powers.

            The Agent shall have received all of the original stock certificates
of each Subsidiary Guarantor and all original certificates representing one
hundred percent (100%) of the stock issued by NIM Holdings and fully executed
irrevocable stock powers from the holders of all such stock certificates.


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            5.1.19 Poly-Seal Stock Purchase Agreement Transaction.

                  (a) The Poly-Seal Stock Purchase Transaction shall have been
completed and closed prior to or simultaneously herewith upon terms and
conditions reasonably satisfactory to the Agent, in accordance with the
Poly-Seal Stock Purchase Agreement and all applicable Laws.

                  (b) The Agent shall have received photocopies of all Poly-Seal
Stock Purchase Documents executed, delivered and/or furnished in connection with
the Poly-Seal Stock Purchase Transaction, together with a certificate signed by
a Responsible Officer of the Borrower certifying that the Poly-Seal Stock
Purchase Agreement and the other Poly-Seal Stock Purchase Documents furnished to
the Agent are true, correct, in full force and effect and the provisions thereof
have not been in any way modified, amended or waived, except as otherwise
disclosed in writing to the Agent on or before the date of this Agreement.

                  (c) The Parent shall have issued and sold the Preferred Stock
in accordance with the Preferred Stock Shareholder Agreements and shall have
received gross proceeds in an amount at least equal to Twenty-five Million
Dollars ($25,000,000); the net proceeds of which (after payment of all fees and
expenses incurred in connection with the closing and consummation of the
transactions contemplated by the Preferred Stock Shareholder Agreements) shall
be contributed to the Borrower.

            5.1.20 Environmental Reports.

            The Agent shall have received and reviewed a Phase I environmental
assessment for each parcel of real property owned or leased by the Borrower,
Berry UK, NIM Holdings or any Subsidiary Guarantor, each of which environmental
assessment has been performed by a reputable and recognized environmental
consulting firm acceptable to the Agent and has revealed no material Hazardous
Materials Contamination or material violations of any Environmental Laws, and
shall otherwise be in all respects acceptable to the Agent.

            5.1.21 Financial Statements.

            The Agent shall have received and reviewed copies of the annual
audited financial statements in reasonable detail satisfactory to the Agent
relating to the Borrower and its Subsidiaries for the fiscal year ending
December 31, 1999 and for Poly-Seal for the fiscal year ending December 31,
1999, prepared in accordance with GAAP, which financial statements shall include
a consolidated and consolidating balance sheet of the Borrower and its
Subsidiaries as of the end of each such fiscal year and consolidated and
consolidating statements of income, cash flows and changes in shareholders
equity of the Borrower and its Subsidiaries for each such fiscal year. In
addition, the Agent shall have received and reviewed copies of the most recent
interim monthly financial statements for Poly-Seal, the Borrower and its
Subsidiaries, all prepared in accordance with GAAP.


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<PAGE>

      Section 5.2 Conditions to all Extensions of Credit.

      The making of all advances under the Loans and the issuance of all Letters
of Credit and all Bond Letters of Credit is subject to the fulfillment of the
following conditions precedent in a manner reasonably satisfactory in form and
substance to the Agent:

            5.2.1 Default.

            There shall exist no Event of Default or Default hereunder.

            5.2.2 Representations and Warranties.

            The representations and warranties of the Borrower, Berry UK and NIM
Holdings contained among the provisions of this Agreement shall be true and
correct (except that any such representations and warranties that are not
qualified as to materiality need only be true and correct in all material
respects) and with the same effect as though such representations and warranties
had been made at the time of the making of, and of the request for, each advance
under the Loans or the issuance of each Letter of Credit or Bond Letter of
Credit, except that (a) the representations and warranties which relate to a
specific date need only be true and correct as of such date and (b) the
representations and warranties which relate to financial statements which are
referred to in Section 4.1.11 (Financial Condition), shall also be deemed to
cover financial statements furnished from time to time to the Agent pursuant to
Section 6.1.1 (Financial Statements).

            5.2.3 Adverse Change.

            No material adverse change shall have occurred in the condition
(financial or otherwise), operations or business of the Borrower, Berry UK, NIM
Holdings or any Subsidiary Guarantor which would, in the good faith judgment of
the Agent, materially impair the ability of the Borrower, Berry UK, NIM Holdings
or any Subsidiary Guarantor to pay or perform any of the Obligations.

            5.2.4 Legal Matters.

            All legal documents incident to each advance under the Loans and
each of the Letters of Credit and Bond Letters of Credit shall be reasonably
satisfactory to the Agent.

                                   ARTICLE VI
                            COVENANTS OF THE BORROWER

      Section 6.1 Affirmative Covenants.

      So long as any of the Obligations (or any the Commitments therefor) shall
be outstanding hereunder, the Borrower, Berry UK and NIM Holdings agree jointly
and severally with the Agent and the Lenders as follows:


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            6.1.1 Financial Statements.

            The Borrower shall furnish to the Agent for distribution to the
Lenders:

                  (a) Annual Statements and Certificates. The Borrower shall
furnish to the Agent for distribution to the Lenders as soon as available, but
in no event more than ninety (90) days after the close of the Borrower's fiscal
years, (i) a copy of the annual consolidated and consolidating financial
statements in reasonable detail satisfactory to the Agent relating to the
Borrower, Berry UK, NIM Holdings and all other Subsidiaries, prepared in
accordance with GAAP and examined and certified (as to consolidated statements)
by independent certified public accountants satisfactory to the Agent, which
financial statements shall include a consolidated and consolidating balance
sheet of the Borrower, Berry UK, NIM Holdings and all other Subsidiaries as of
the end of such fiscal year and consolidated and consolidating statements of
income, cash flows and changes in shareholders equity of the Borrower, Berry UK,
NIM Holdings and all other Subsidiaries for such fiscal year, and (ii) a
Compliance Certificate, in substantially the form attached to this Agreement as
EXHIBIT D, containing a detailed computation of each financial covenant in this
Agreement which is applicable for the period reported, a certification that no
change has occurred to the information contained in the Collateral Disclosure
List (except as set forth any schedule attached to the certification) and (iii)
a management letter in the form prepared by the Borrower's independent certified
public accountants, but only if and to the extent customarily obtained by the
Borrower. The Agent agrees that any one of the "Big 4" accounting firms is
satisfactory to the Agent for purposes of this Section 6.1.1(a), except to the
extent the Agent in its reasonable discretion and based on good faith and
legitimate concerns determines that any such accounting firm would be
unacceptable because of any conflict of interest or any material adverse change
affecting such firm's reliability or financial viability.

                  (b) Annual Opinion of Accountant. The Borrower shall furnish
to the Agent for distribution to the Lenders as soon as available, but in no
event more than ninety (90) days after the close of the Borrower's fiscal years,
a letter or opinion of the accounting firm which examined and certified the
annual financial statement relating to the Borrower, Berry UK, NIM Holdings and
all other Subsidiaries stating whether anything in such accounting firm's
examination has revealed the occurrence of a Default or an Event of Default
hereunder, and, if so, stating the facts with respect thereto.

                  (c) Quarterly Statements and Certificates. The Borrower shall
furnish to the Agent for distribution to the Lenders as soon as available, but
in no event more than forty-five (45) days after the close of the Borrower's
fiscal quarters (other than the final fiscal quarter), consolidated and
consolidating balance sheets of the Borrower, Berry UK, NIM Holdings and all
other Subsidiaries as of the close of such period, consolidated and
consolidating income, cash flows and changes in shareholders equity statements
for such period, and a Compliance Certificate, in substantially the form
attached to this Agreement as EXHIBIT D, containing a detailed computation of
each financial covenant in this Agreement which is applicable for the period
reported, each prepared by a Responsible Officer of or on behalf of the Borrower
in a format acceptable to the Agent, all as prepared and certified by a
Responsible Officer of the Borrower and accompanied by a certificate of that
officer stating whether any


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event has occurred which constitutes a Default or an Event of Default hereunder,
and, if so, stating the facts with respect thereto.

                  (d) Monthly Statements and Certificates. The Borrower shall
furnish to the Agent for distribution to the Lenders as soon as available, but
in no event more than thirty-five (35) days after the close of the Borrower's
fiscal months, consolidated and consolidating balance sheets of the Borrower,
Berry UK, NIM Holdings and all other Subsidiaries as of the close of such
period, consolidated and consolidating income, cash flows and changes in
shareholders equity statements for such period, and a detailed computation of
each financial covenant in this Agreement which is applicable for the period
reported, all as prepared and certified by a Responsible Officer of the Borrower
and accompanied by a certificate of that officer stating whether any event has
occurred which constitutes a Default or an Event of Default hereunder, and, if
so, stating the facts with respect thereto.

                  (e) Monthly reports - Borrowing Base. As part of the Borrowing
Base Certificate, the Borrower shall furnish to the Agent for distribution to
the Lenders within twenty (20) days after the end of each fiscal month, a report
containing the following information:

                        (i) a detailed aging schedule of all Accounts for the
                  Borrower and each Subsidiary Guarantor by Account Debtor, in
                  such detail, and accompanied by such supporting information,
                  as the Agent may from time to time reasonably request;

                        (ii) a detailed aging of all accounts payable by
                  supplier, in such detail, and accompanied by such supporting
                  information, as the Agent may from time to time reasonably
                  request; and

                        (iii) a listing of all Inventory of the Borrower and
                  each Subsidiary Guarantor by component, category and location,
                  in such detail, and accompanied by such supporting information
                  as the Agent may from time to time reasonably request.

                  (f) Monthly reports - UK Borrowing Base. As part of the UK
Borrowing Base Certificate, Berry UK and NIM Holdings shall furnish to the Agent
for distribution to the Lenders within twenty (20) days after the end of each
fiscal month, a report containing the following information:

                        (i) a detailed aging schedule of all Accounts for Berry
                  UK and NIM Holdings by Account Debtor, in such detail, and
                  accompanied by such supporting information, as the Agent may
                  from time to time reasonably request;

                        (ii) a detailed aging of all accounts payable by
                  supplier, in such detail, and accompanied by such supporting
                  information, as the Agent may from time to time reasonably
                  request; and

                        (iii) a listing of all Inventory of Berry UK and NIM
                  Holdings by component, category and location, in such detail,
                  and

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                  accompanied by such supporting information as the Agent may
                  from time to time reasonably request.

                  (g) Annual Budget and Projections. The Borrower shall furnish
to the Lender as soon as available, but in no event later than the 10th day
before the end of each fiscal year:

                        (i) a consolidated and consolidating budget and pro
                  forma financial statements on a month-to-month basis for the
                  following fiscal year, and

                        (ii) three-year financial projections or financial
                  projections for such lesser or greater period to the extent
                  routinely prepared by the Borrower in the ordinary course of
                  its business, which projections shall include both
                  consolidated and consolidating projections with respect to the
                  Borrower, Berry UK, NIM Holdings and all other Subsidiaries.

                  (h) Amendments to Subordinated Debt Loan Documents; Senior
Secured Debt Loan Documents. The Borrower will furnish copies of each amendment,
supplement, restatement or other modification to any of the Subordinated Debt
Loan Documents and/or the Senior Secured Debt Loan Documents executed at any
time after the Closing Date on or before the effective date of such amendment,
supplement, restatement or other modification.

                  (i) Additional Reports and Information. The Borrower, Berry UK
and NIM Holdings shall furnish to the Agent for distribution to the Lenders
promptly, such additional information, reports or statements as the Agent and/or
any of the Lenders may from time to time reasonably request.

            6.1.2 Reports to SEC and to Stockholders.

            The Borrower will furnish to the Agent for distribution to the
Lenders, promptly upon the filing or making thereof, at least one (1) copy of
all reports, notices and proxy statements sent by the Parent, the Borrower or
any of their respective Subsidiaries to its stockholders, and of all regular and
other reports filed by the Parent, the Borrower or any of their respective
Subsidiaries with the Securities and Exchange Commission.

            6.1.3 Recordkeeping, Rights of Inspection, Field Examination, Etc.

                  (a) The Borrower, Berry UK and NIM Holdings shall, and shall
cause each of the Subsidiaries to, maintain (i) a standard system of accounting
in accordance with GAAP, and (ii) proper books of record and account in which
full, true and correct entries are made of all dealings and transactions in
relation to its properties, business and activities.

                  (b) The Borrower, Berry UK and NIM Holdings shall, and shall
cause each of the Subsidiaries to, permit authorized representatives of the
Agent and any of the Lenders to visit and inspect the properties of the
Borrower, Berry UK, NIM Holdings and the Subsidiaries, to review, audit, check
and inspect the Collateral at any time with reasonable prior notice prior to the
occurrence of an Event of Default, and without notice at any time on or after


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the occurrence of an Event of Default, to review, audit, check and inspect the
other books of record of the Borrower, Berry UK, NIM Holdings and the
Subsidiaries at any time with or without notice and to make abstracts and
photocopies thereof, and to discuss the affairs, finances and accounts of the
Borrower, Berry UK, NIM Holdings and the Subsidiaries, with the officers,
directors, employees and other representatives of the Borrower, Berry UK, NIM
Holdings and the Subsidiaries and their respective accountants, all at such
times during normal business hours and other reasonable times and as often as
the Agent and/or any of the Lenders may reasonably request.

                  (c) The Borrower, Berry UK and NIM Holdings each hereby
irrevocably authorizes and directs all accountants and auditors employed by the
Borrower, Berry UK, NIM Holdings and/or any Subsidiary, or from any Governmental
Authority, at any time prior to the repayment in full of the Obligations to
exhibit and deliver to the Agent for distribution to the Lenders copies of any
and all of the financial statements, trial balances, management letters, or
other accounting records of any nature of the Borrower, Berry UK, NIM Holdings
and/or any or all Subsidiaries in the accountant's or auditor's possession, and
to disclose to the Agent and any of the Lenders any information they may have
concerning the financial status and business operations of the Borrower, Berry
UK, NIM Holdings and/or any or all Subsidiaries. Further, the Borrower, Berry
UK, and NIM Holdings each hereby authorizes all Governmental Authorities to
furnish to the Agent for distribution to the Lenders copies of reports or
examinations relating to the Borrower, Berry UK, NIM Holdings and/or any or all
Subsidiaries, whether made by the Borrower, Berry UK, NIM Holdings or otherwise.
The Agent agrees that it shall not request any of the foregoing items directly
from any accountants or auditors employed by the Borrower, Berry UK, NIM
Holdings or any Subsidiary or from any Governmental Authority at any time prior
to the occurrence of an Event of Default unless (i) the Agent shall have first
requested such items from the Borrower and the Borrower shall have failed or is
unable to furnish the requested items promptly and (ii) the Agent shall have
notified the Borrower and/or the respective Subsidiary, as appropriate. Upon the
Borrower's request, the Agent will furnish copies of all items obtained by the
Agent from any accountants or auditors for the Borrower unless the Agent is
legally prohibited from so doing.

                  (d) All reasonable costs and expenses incurred by, or on
behalf of, the Agent in connection with the conduct of any of the foregoing
shall be part of the Enforcement Costs and shall be payable to the Agent upon
demand. The Borrower acknowledges and agrees that such expenses may include, but
shall not be limited to, any and all out-of-pocket costs and expenses of the
Agent's employees and agents in, and when, travelling to any of the facilities
of the Borrower, Berry UK, NIM Holdings or any Subsidiary Guarantor.

            6.1.4 Corporate Existence.

            Except in connection with consummation of those transactions
permitted by Section 6.2.1 (Capital Structure), the Borrower, Berry UK and NIM
Holdings shall maintain, and shall cause each of their Subsidiaries to maintain,
its corporate existence in good standing in the jurisdiction in which it is
incorporated and in each other jurisdiction where it is required to register or
qualify to do business if the failure to do so in such other jurisdiction would
have a material adverse effect (a) on the ability of the Borrower, Berry UK, NIM
Holdings and the Subsidiary Guarantors, taken as a whole, to perform the
Obligations, (b) on the conduct of the


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operations of the Borrower, Berry UK, NIM Holdings and the Subsidiary
Guarantors, taken as a whole, (c) on the consolidated financial condition of the
Borrower and the Subsidiaries, taken as a whole, or (d) on the value of, or the
ability of the Agent and the Lenders to realize upon, any of the Collateral.

            6.1.5 Compliance with Laws.

            The Borrower, Berry UK and NIM Holdings shall comply, and shall
cause each of their Subsidiaries to comply, with all applicable Laws and observe
the valid requirements of all Governmental Authorities, the noncompliance with
or the nonobservance of which would have a material adverse effect (a) on the
ability of the Borrower, Berry UK, NIM Holdings and the Subsidiary Guarantors,
taken as a whole, to perform the Obligations, (b) on the conduct of the
operations of the Borrower, Berry UK, NIM Holdings and the Subsidiary
Guarantors, taken as a whole, (c) on the consolidated financial condition of the
Borrower and the Subsidiaries, taken as a whole, or (d) on the value of, or the
ability of the Agent and the Lenders to realize upon, any of the Collateral.

            6.1.6 Preservation of Properties.

            Except as otherwise expressly permitted by the provisions of this
Agreement, the Borrower, Berry UK and NIM Holdings will, and will cause each of
their Subsidiaries to, at all times (a) maintain, preserve, protect and keep its
material properties, whether owned or leased, in good operating condition,
working order and repair (ordinary wear and tear excepted), and from time to
time will make all proper repairs, maintenance, replacements, additions and
improvements thereto needed to maintain such properties in good operating
condition, working order and repair, and (b) do or cause to be done all things
necessary to preserve and to keep in full force and effect its material
franchises, leases of real and personal property, trade names, patents,
trademarks and permits which are necessary for the orderly continuance of its
business.

            6.1.7 Line of Business.

            The Borrower, Berry UK and NIM Holdings will continue and, will
cause their Subsidiaries to continue, to engage substantially only in the
business of manufacturing, marketing, selling and distributing plastic products
or in a business related thereto.

            6.1.8 Insurance.

            The Borrower, Berry UK and NIM Holdings will, and will cause each of
their Subsidiaries to, at all times maintain with "A" (or its English equivalent
with respect to Berry UK and NIM Holdings) or better rated insurance companies
such insurance as is required by applicable Laws and such other insurance, in
such amounts, of such types and against such risks, hazards, liabilities,
casualties and contingencies as are usually insured against in the same
geographic areas by business entities engaged in the same or similar business.
Without limiting the generality of the foregoing, the Borrower, Berry UK and NIM
Holdings will, and will cause each of their Subsidiaries to, keep adequately
insured all of their property against loss or damage resulting from fire or
other risks insured against by extended coverage and maintain public liability
insurance against claims for personal injury, death or property damage occurring
upon,


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<PAGE>

in or about any properties occupied or controlled by them, or arising in any
manner out of the businesses carried on by them. The Borrower shall deliver to
the Agent on the Closing Date (and thereafter on each date there is a material
change in the insurance coverage) a certificate of a Responsible Officer of the
Borrower containing a detailed list of the insurance then in effect and stating
the names of the insurance companies, the types, the amounts and rates of the
insurance, dates of the expiration thereof and the properties and risks covered
thereby.

            6.1.9 Taxes.

            Except to the extent that the validity or amount thereof is being
contested in good faith and by appropriate proceedings, the Borrower, Berry UK
and NIM Holdings will, and will cause each of their Subsidiaries, to pay and
discharge all Taxes prior to the date when the failure to pay such Taxes will
give rise to a Default or an Event of Default. The Borrower shall furnish to the
Agent at such times as the Agent may require proof satisfactory to the Agent of
the making of payments or deposits required by applicable Laws including,
without limitation, payments or deposits with respect to amounts withheld by the
Borrower, Berry UK, NIM Holdings and/or any Subsidiary Guarantor from wages and
salaries of employees and amounts contributed by the Borrower, Berry UK, NIM
Holdings and/or any Subsidiary Guarantor on account of federal and other income
or wage taxes and amounts due under the Federal Insurance Contributions Act, as
amended.

            6.1.10 ERISA.

            The Borrower will, and will cause each of their Subsidiaries and
Affiliates to, comply with the funding requirements of ERISA with respect to
employee pension benefit plans for its respective employees. The Borrower will
not permit, and will not allow any Subsidiary to permit, with respect to any
employee benefit plan or plans covered by Title IV of ERISA (a) any prohibited
transaction or transactions under ERISA or the Internal Revenue Code, which
results, or would result, in any material liability of the Borrower and/or any
of its Subsidiaries and Affiliates, or (b) any Reportable Event if, upon
termination of the plan or plans with respect to which one or more such
Reportable Events shall have occurred, there is or would be any material
liability of the Borrower and/or any of the Subsidiaries and Affiliates to the
PBGC. Upon the Agent's request, the Borrower will deliver to the Agent a copy of
the most recent actuarial report, financial statements and annual report
completed with respect to any "defined benefit plan", as defined in ERISA.

            6.1.11 Notification of Events of Default and Adverse Developments.

            The Borrower, Berry UK and NIM Holdings shall promptly notify the
Agent and the Lenders upon obtaining knowledge of the occurrence of:

                  (a) any Event of Default;

                  (b) any Default;

                  (c) any litigation instituted or threatened against the
Borrower, Berry UK, NIM Holdings or any of their Subsidiaries and of the entry
of any judgment or Lien (other than any Permitted Liens) against any of the
assets or properties of the Borrower, Berry


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<PAGE>

UK, NIM Holdings or any Subsidiary where the claims against the Borrower, Berry
UK, NIM Holdings or any Subsidiary exceed One Million Dollars ($1,000,000) and
are not covered by insurance;

                  (d) the receipt by the Borrower, Berry UK, NIM Holdings or any
Subsidiary Guarantor of any notice, claim or demand from any Governmental
Authority which alleges that the Borrower, Berry UK, NIM Holdings or any
Subsidiary Guarantor is in material violation of any of the terms of, or has
failed to comply with any applicable material Laws regulating its operation and
business, including, but not limited to, the Occupational Safety and Health Act
and the Environmental Protection Act, the noncompliance with which would have a
materially adverse effect on the Borrower, Berry UK, NIM Holdings and the
Subsidiary Guarantors, taken as a whole;

                  (e) any other development in the business or affairs of the
Borrower, Berry UK, NIM Holdings or any of their Subsidiaries which is
materially adverse to the Borrower and its Subsidiaries taken as a whole; and

in each case describing in detail satisfactory to the Agent the nature thereof
and the action the Borrower or any Subsidiary, as the case may be, proposes to
take, if any, with respect thereto.

            6.1.12 Hazardous Materials; Contamination.

            The Borrower, Berry UK and NIM Holdings each agrees to:

                  (a) give notice to the Agent immediately upon acquiring
knowledge of the presence of any Hazardous Materials or any Hazardous Materials
Contamination on any property owned, operated or controlled by the Borrower,
Berry UK, NIM Holdings or any Subsidiary Guarantor or for which the Borrower,
Berry UK, NIM Holdings or any Subsidiary Guarantor is, or is claimed to be,
responsible (provided that such notice shall not be required for Hazardous
Materials placed or stored on such property in accordance with applicable Laws
in the ordinary course (including, without limitation, quantity) of the line of
business permitted by this Agreement or as described in any Phase I
environmental assessments expressly referenced herein or in any schedule
attached hereto), with a full description thereof;

                  (b) promptly comply with any Laws, the noncompliance with
which would have a materially adverse effect on the Borrower, Berry UK, NIM
Holdings and the Subsidiary Guarantors, taken as a whole or on the value of any
material portion of the Collateral or the ability of the Agent to realize upon
the value of any such Collateral requiring the removal, treatment or disposal of
Hazardous Materials or Hazardous Materials Contamination and provide the Agent
with reasonably satisfactory evidence of such compliance;

                  (c) as part of the Obligations, defend, indemnify and hold
harmless the Agent, each of the Lenders and each of their respective agents,
employees, trustees, successors and assigns from any and all claims which may
now or in the future (whether before or after the termination of this Agreement)
be asserted as a result of the presence of any Hazardous Materials or any
Hazardous Materials Contamination on any property owned, operated or controlled
by the Borrower, Berry UK, NIM Holdings or any Subsidiary Guarantor for which
the Borrower, Berry UK, NIM Holdings or any Subsidiary Guarantor is, or is
claimed


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to be, responsible which claims relate to the financing and/or Liens
contemplated by this Agreement, but which claims do not arise out of the gross
negligence or willful misconduct of the Agent or any of the Lenders. The
Borrower, Berry UK and NIM Holdings each acknowledges and agrees that this
indemnification shall survive the termination of this Agreement and the
Commitments and the payment and performance of all of the other Obligations. The
Agent and the Lenders agree that the liability of Berry UK and NIM Holdings with
respect to such indemnification shall be limited to claims which arise solely
from property owned, operated or controlled by Berry UK and/or NIM Holdings.

            6.1.13 Financial Covenants.

                  (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

Notwithstanding the foregoing, 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 Goodwill"), the required
levels of Tangible Capital Funds set forth above shall be reduced by the amount
of such Excess 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 Goodwill"),
the required levels of Tangible Capital Funds as set forth above shall be
increased by the amount of such Deficiency Goodwill.

                  (b) Funded Debt to EBITDA. The Borrower, Berry UK, NIM
Holdings and the Subsidiary Guarantors, on a consolidated basis, will not at any
time 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                                  Ratio
                  ----                                  -----

            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


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            December 31, 2001                        3.50 to 1.00
            and thereafter

In addition, Berry UK and NIM Holdings, on a consolidated basis, will not
permit, tested as of the last day of each fiscal quarter commencing March 31,
2001 and calculated on a rolling four-quarter basis, the ratio of (x) its Funded
Debt to (y) EBITDA, for the prior twelve (12) month period, to be greater than
3.0 to 1.0.

                  (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

                  (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 the following amounts as of the following dates:

                  Period                               Ratio
                  ------                               -----

            December 31, 2000                        1.00 to 1.00
            December 31, 2001                        1.00 to 1.00

In addition, Berry UK and NIM Holdings will maintain, on a consolidated basis
and tested as of the last day of each fiscal quarter commencing March 31, 2001
and calculated on a rolling four-quarter basis (until such time as four quarters
have been achieved, calculation shall be annualized), a Fixed Charge Coverage
Ratio of not less than 1.0 to 1.0.

                  (e) Debt Service 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, ending on that date, a Debt Service Coverage
Ratio of not less than 1.50 to 1.0.

            6.1.14 Collection of Accounts.

            Until the occurrence of an Event of Default, the Borrower, Berry UK,
NIM Holdings and its Subsidiaries shall at their own expense have the privilege
for the account of, and in trust for, the Agent and the Lenders of collecting
their Accounts and receiving in


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respect thereto all Items of Payment and shall otherwise completely service all
of the Accounts including (a) the billing, posting and maintaining of complete
records applicable thereto, (b) the taking of such action with respect to the
Accounts as each of the Borrower, Berry UK, NIM Holdings and each of the
Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of
business, to any Account Debtor, of any lawful rebate, refund or adjustment, and
may accept, in connection therewith, the return of goods, the sale or lease of
which shall have given rise to an Account and may take such other actions
relating to the settling of any Account Debtor's claim as may be commercially
reasonable. The Agent may, at its option, at any time or from time to time after
and during the continuance of an Event of Default hereunder, revoke the
collection privilege given in this Agreement to the Borrower, Berry UK, NIM
Holdings and the Subsidiaries by either giving notice of its assignment of, and
Lien on the Collateral to the Account Debtors or giving notice of such
revocation to the Borrower, Berry UK and/or NIM Holdings. The Agent shall not
have any duty to, and the Borrower, Berry UK and NIM Holdings each hereby
releases the Agent and the Lenders from all claims of loss or damage caused by
the delay or failure to collect or enforce any of the Accounts or to preserve
any rights against any other party with an interest in the Collateral, unless
due to the gross negligence or willful misconduct of the Agent and/or any of the
Lenders.

            6.1.15 Government Accounts.

            The Borrower will immediately notify the Agent if any of the
Accounts arise out of contracts with the United States or with any other
Governmental Authority, which Accounts, individually or in the aggregate, exceed
One Hundred Thousand Dollars ($100,000) and, as appropriate, execute and, cause
each Subsidiary Guarantor to execute, any Financing Documents and take any steps
required by the Agent in order to comply with the Federal Assignment of Claims
Act or any other applicable Laws.

            6.1.16 Inventory.

            With respect to the Inventory, the Borrower, Berry UK, NIM Holdings
and the Subsidiaries will keep correct and accurate records itemizing and
describing the kind, type, and quantity of Inventory, the cost therefor and the
selling price thereof, all of which records shall be available to the officers,
employees or agents of the Agent upon demand for inspection and copying thereof.
The Borrower, Berry UK, NIM Holdings and the Subsidiaries shall be permitted to
sell Inventory in the ordinary course of business until such time as the Agent
notifies the Borrower, Berry UK and/or NIM Holdings to the contrary following
the occurrence of an Event of Default.

            6.1.17 Insurance With Respect to Equipment and Inventory.

            The Borrower, Berry UK and NIM Holdings will (a) maintain and cause
each of their the Subsidiaries to maintain hazard insurance with fire and
extended coverage and naming the Agent as an additional insured with loss
payable to the Agent as its respective interest may appear on the Equipment and
Inventory in an amount at least equal to the fair market value of the Equipment
and Inventory (but in any event sufficient to avoid any co-insurance
obligations) and with a specific endorsement to each such insurance policy
pursuant to which the insurer agrees to give the Agent at least thirty (30) days
written notice before any


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alteration or cancellation of such insurance policy and that no act or default
of the Borrower or any Subsidiary shall affect the right of the Agent to recover
under such policy in the event of loss or damage; and (b) file, and cause each
of its Subsidiaries to file, with the Agent, upon its request, a detailed list
of the insurance then in effect and stating the names of the insurance
companies, the amounts and rates of the insurance, dates of the expiration
thereof and the properties and risks covered thereby. Notwithstanding the
foregoing, Berry UK and NIM Holdings shall be required to maintain insurance in
accordance with the provisions of this Section as and to the extent appropriate
and customary in secured lending transactions between British lenders and
borrowers.

            6.1.18 Maintenance of the Collateral.

            Except as permitted by Section 6.2.1 (Capital Structure), the
Borrower, Berry UK and NIM Holdings will maintain, and will cause each of the
Subsidiary Guarantors to maintain, the Collateral in good working order, saving
and excepting ordinary wear and tear.

            6.1.19 Defense of Title and Further Assurances.

            At its expense, the Borrower, Berry UK and NIM Holdings each will
defend the title to the Collateral (and any part thereof), and will immediately
execute, acknowledge and deliver and, cause each Subsidiary Guarantor to
execute, acknowledge and deliver, any financing statement, renewal, affidavit,
deed, assignment, continuation statement, security agreement, certificate or
other document which the Agent may require in order to perfect, preserve,
maintain, continue, protect and/or extend the Lien or security interest granted
or required to be granted to the Agent, for the benefit of the Lenders ratably
and the Agent, under the terms of this Agreement and/or under any of the other
Financing Documents and the first priority of that Lien, subject only to the
Permitted Liens. The Borrower, Berry UK and NIM Holdings each will from time to
time do, and, the Borrower will cause each of the Subsidiary Guarantors to do,
whatever the Agent may reasonably require by way of obtaining, executing,
delivering, and/or filing financing statements, landlords' or mortgagees'
waivers, notices of assignment and other notices and amendments and renewals
thereof and the Borrower, Berry UK and NIM Holdings, each will take and, the
Borrower will cause each of the Subsidiary Guarantors to take, any and all steps
and observe such formalities as the Agent may require, in order to create and
maintain a valid Lien upon, pledge of, or paramount security interest in
(subject only to Permitted Liens), the Collateral (including as and to the
extent required to comply with the provisions of Section 3.7 (Subsidiary
Guarantor Assets)), subject only to the Permitted Liens. The Agent understands
and will require that the Borrower, Berry UK and NIM Holdings only use
commercially reasonable efforts to obtain landlord's and mortgagee's waivers
requested by the Agent. The Borrower shall pay to the Agent on demand all taxes,
costs and expenses incurred by the Agent in connection with the preparation,
execution, recording and filing of any such document or instrument. To the
extent that the proceeds of any of the Accounts are expected to become subject
to the control of, or in the possession of, a party other than the Borrower,
Berry UK, NIM Holdings or a Subsidiary Guarantor or the Agent, the Borrower,
Berry UK and/or NIM Holdings, as applicable, shall use commercially reasonable
efforts to cause all such parties to execute and deliver security documents,
financing statements or other documents as requested by the Agent and as may be
necessary to evidence and/or perfect the security interest of the Agent, for the
benefit of the Lenders ratably and the Agent in


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those proceeds. The Borrower agrees that a copy of a fully executed security
agreement and/or financing statement shall be sufficient to satisfy for all
purposes the requirements of a financing statement as set forth in Article 9 of
the applicable Uniform Commercial Code. The Borrower, Berry UK and NIM Holdings
each hereby irrevocably appoints the Agent as its attorney-in-fact, with power
of substitution, in the name of the Agent or in the name of the Borrower, Berry
UK and/or NIM Holdings or otherwise, for the use and benefit of the Agent for
itself and the Lenders, but at the cost and expense of the Borrower and without
notice to the Borrower, Berry UK and/or NIM Holdings, to execute and deliver any
and all of the instruments and other documents and take any action which the
Agent may require pursuant to the foregoing provisions of this Section 6.1.19.

            6.1.20 Business Names; Locations.

            The Borrower, Berry UK and NIM Holdings will notify and the Borrower
will cause each of the Subsidiary Guarantors to notify the Agent not less than
thirty (30) days prior to (a) any change in the name under which the Borrower,
Berry UK, NIM Holdings or the applicable Subsidiary Guarantor conducts its
business, (b) any change of the location of the chief executive office of the
Borrower, Berry UK, NIM Holdings or the applicable Subsidiary Guarantor, and (c)
the opening of any new place of business, and (d) any change in the location of
the places where the Collateral, or any part thereof, or the books and records,
or any part thereof, are kept to the extent any such change in location would in
and of itself then or with the passage of time result in any Lien of the Agent
and the Lenders not being perfected unless action is taken by the Agent and/or
any other Person to continue, extend or effect the perfection of such Lien.

            6.1.21 Subsequent Opinion of Counsel as to Recording Requirements.

            In the event that the Borrower, Berry UK, NIM Holdings or any
Subsidiary Guarantor shall transfer its principal place of business or the
office where it keeps its records pertaining to the Collateral, upon the Agent's
reasonable request the Borrower will provide to the Agent a subsequent opinion
of counsel as to the filing, recording and other requirements with which the
Borrower, Berry UK, NIM Holdings and the Subsidiary Guarantors have complied to
maintain the Lien and security interest in favor of the Agent, for the ratable
benefit of the Lenders and for the benefit of the Agent with respect to the
Agent's Obligations, in the Collateral.

            6.1.22 Use of Premises and Equipment.

            The Borrower, Berry UK and NIM Holdings each agrees that until the
Obligations are fully paid and all of the Commitments and the Letters of Credit
and Bond Letters of Credit have been terminated or have expired, the Agent after
and during the continuance of a Default or an Event of Default, (a) may use all
owned or leased lifts, hoists, trucks and other facilities or equipment for
handling or removing the Collateral; and (b) shall have, and is hereby granted,
a right of ingress and egress to the places where the Collateral is located, and
may proceed over and through their owned or, subject to the terms of any
applicable lease, leased property.


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            6.1.23 Protection of Collateral.

            The Borrower, Berry UK and NIM Holdings each agrees that the Agent
may at any time following an Event of Default take such steps as the Agent deems
reasonably necessary to protect the interest of the Agent and the Lenders in,
and to preserve the Collateral, including, the hiring of such security guards or
the placing of other security protection measures as the Agent deems
appropriate, may employ and maintain at their premises a custodian who shall
have full authority to do all acts necessary to protect the interests of the
Agent and the Lenders in the Collateral. The Borrower, Berry UK and NIM Holdings
each agrees to cooperate fully with the Agent's efforts to preserve the
Collateral and will take such actions to preserve the Collateral as the Agent
may reasonably direct. All of the Agent's reasonable expenses of preserving the
Collateral, including any reasonable expenses relating to the compensation and
bonding of a custodian, shall part of the Enforcement Costs.

            6.1.24 Application of Net Casualty Proceeds.

            The Borrower, Berry UK and NIM Holdings each agrees that Net
Casualty Proceeds with respect to any Assets of the Borrower, Berry UK, NIM
Holdings and/or any Subsidiary Guarantor must be applied to either (a) the
payment of the Obligations (provided that any Net Casualty Proceeds from any
Assets of Berry UK and/or NIM Holdings shall be applied only to payment of the
UK Obligations) or (b) the repair, replacement and/or restoration of the Assets
affected, and without the prior written consent of the Agent for no other
purpose. The Agent shall determine, in its sole discretion, the manner in which
Net Casualty Proceeds are to be applied if the amount of the Net Casualty
Proceeds exceeds, individually or in the aggregate, One Million Dollars
($1,000,000) or if there exists a Default or an Event of Default.

      Section 6.2 Negative Covenants.

      So long as any of the Obligations or the Commitments or Letters of Credit
or Bond Letters of Credit shall be outstanding, the Borrower, Berry UK and NIM
Holdings each agrees with the Agent and the Lenders that:

            6.2.1 Capital Structure, Merger, Acquisition or Sale of Assets.

            Except as otherwise permitted by the provisions of Section 6.2.3
(Purchase of Redemption of Securities), neither the Borrower, Berry UK nor NIM
Holdings will alter or amend, nor will the Borrower permit any Subsidiary
Guarantor to alter or amend, its equity capital structure, authorize any
additional class of equity, issue any stock or equity of any class, enter into
any merger or consolidation or amalgamation, windup or dissolve themselves (or
suffer any liquidation or dissolution) or acquire all or substantially all the
Assets of any Person, or sell, lease or otherwise dispose of any of its Assets;
provided however that, except following the occurrence and during the
continuation of a Default or an Event of Default, the following shall be
permitted:

                  (a) Permitted Acquisitions;

                  (b) Permitted Asset Dispositions;


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<PAGE>

                  (c) mergers or consolidations (i) among and between the
Borrower and/or any Subsidiary Guarantor, (ii) among and between Berry UK and
NIM Holdings, and (iii) among and between any Subsidiaries of the Borrower other
than Subsidiary Guarantors, Berry UK and/or NIM Holdings; provided, that after
closing and consummation of any such merger or consolidation involving the
Borrower or any Subsidiary Guarantor (A) the Borrower is the surviving entity if
the Borrower is a party to such merger or consolidation, (B) the Agent and the
Lenders retain a first priority Lien on, and assignment of, one hundred percent
(100%) of the capital stock of all surviving Subsidiary Guarantors, subject only
to Permitted Liens, and a first priority Lien on all of the Assets of the
Borrower and of each surviving Subsidiary Guarantor which had been pledged or
required to be pledged under the provisions of this Agreement prior to such
merger or consolidation, subject only to Permitted Liens, and (C) in any merger
or consolidation involving only Subsidiary Guarantors, the surviving entity
qualifies or continues to qualify as a Subsidiary Guarantor in accordance with
the provisions of Section 6.2.2 (Subsidiaries);

                  (d) investments as and to the extent permitted by the
provisions of Section 6.2.5 (Investments, Loans and Other Transactions),
including, without limitation, the issuance of equity (including of a new class)
by any Subsidiary to the Borrower or another Subsidiary;

                  (e) the use and disposition of Net Casualty Proceeds, but only
as and to the extent permitted by the provisions of Section 6.1.24 (Application
of Net Casualty Proceeds);

                  (f) with respect to each Subsidiary Guarantor which is
incorporated in a jurisdiction other than the State of Delaware, the formation
of a corporation under the laws of the State of Delaware (each referred to
herein as "Delaware NewCo") and the merger of such Subsidiary Guarantor into
such Delaware NewCo; provided that (i) the Delaware NewCo, as the surviving
corporation (1) shall be a Wholly-Owned Subsidiary of the Borrower, (2) shall
have the same name as its predecessor Subsidiary Guarantor, (3)shall be the
successor to such Subsidiary Guarantor in all respects, (4) shall have assumed
all liabilities and obligations of its predecessor Subsidiary Guarantor,
including, without limitation, the Obligations, (5) shall, at the time of
merger, have no assets or liabilities other than those of its predecessor
Subsidiary Guarantor, (6) shall be considered a Subsidiary Guarantor, and (7)
shall execute and deliver to the Agent any and all agreements, documents and
instruments as may be reasonably requested by the Agent confirming its
obligations and liabilities to the Agent and the Lenders, (ii) the formation of
Delaware NewCo and the merger of a Subsidiary Guarantor into Delaware NewCo
shall not have any material adverse effect on the Agent or the Lenders or the
obligations and liabilities of the Subsidiary Guarantor, as reasonably
determined by the Agent, and (iii) the Borrower shall furnish or cause to be
furnished to the Agent such due diligence items with respect to the Delaware
NewCo and its merger with a Subsidiary Guarantor as may be reasonably requested
by the Agent.

            6.2.2 Subsidiaries.

            Neither the Borrower, Berry UK nor NIM Holdings will create or
acquire, or permit any Subsidiary to create or acquire, any Subsidiaries other
than (a) the Subsidiaries


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<PAGE>

identified on the Collateral Disclosure List, as updated through the date of
this Agreement and (b) the creation or acquisition of Subsidiary Guarantors,
including, without limitation, each Delaware NewCo; provided that no assets or
properties may be transferred to any Subsidiary unless such Subsidiary
constitutes a Subsidiary Guarantor. In order to qualify, after the Closing Date,
as a Subsidiary Guarantor under the provisions of this Agreement, a Subsidiary
must (i) be an acquisition permitted by the provisions of this Agreement or be
created solely to consummate an acquisition permitted by the provisions of this
Agreement, (ii) execute and deliver to the Agent a guaranty agreement
substantially in the form of the Guaranty, (iii) grant to the Agent and the
Lenders a first priority Lien on all Assets and property of such Subsidiary,
subject only to Permitted Liens, all in accordance with the terms of one or more
Financing Documents as and to the extent reasonably required by the Agent, and
(iv) be a domestic Subsidiary (organized and existing under the laws of a state
in the United States) or, if acceptable to the Agent in its sole and absolute
discretion, a foreign Subsidiary. The Borrower understands and agrees that the
Agent may condition its consent to the formation of a foreign Subsidiary on such
terms, conditions, and restrictions as the Agent may determine in its
discretion.

            6.2.3 Purchase or Redemption of Securities, Dividend Restrictions.

            The Borrower will not (a) purchase, redeem or otherwise acquire, or
permit any Subsidiary to purchase, redeem or otherwise acquire, any shares of
the Borrower's capital stock or warrants now or hereafter outstanding, (b)
declare or pay any Distributions (other than stock dividends) or set aside any
funds therefor, or (c) apply any of its property or Assets to the purchase,
redemption or other retirement of, set apart any sum for the payment of any
Distributions on, or for the purchase, redemption, or other retirement of, make
any Distributions by reduction of capital or otherwise in respect of, any shares
of any class of capital stock or warrants of the Borrower, except for (i)
Distributions by the Borrower to the Parent pursuant to a certain Tax Sharing
Agreement dated as of April 21, 1994 by and between the Borrower and the Parent,
as amended through the Closing Date, and as the same may be further amended from
time to time in a manner that is not materially adverse to the Borrower, (ii)
Distributions by the Borrower to the Parent to enable the Parent to pay its
operating and administrative expenses, including, without limitation, directors
fees, legal and audit expenses, Securities and Exchange Commission compliance
expenses and corporate franchise and other Taxes, not to exceed in any fiscal
year Five Hundred Thousand Dollars ($500,000), (iii) Distributions by the
Borrower to the Parent to pay management fees not to exceed Seven Hundred Fifty
Thousand Dollars ($750,000) in any fiscal year of the Borrower, (iv)
Distributions by the Borrower to the Parent to enable the Parent to repurchase
any capital stock owned by any Person employed by the Parent and/or the Borrower
if such Person is no longer so employed, provided, that the aggregate amount of
Distributions for this purpose shall not exceed One Million Dollars ($1,000,000)
per annum, and (v) Distributions to the Borrower or to any Subsidiary Guarantor
from its Subsidiaries.

            6.2.4 Indebtedness.

            Neither the Borrower, Berry UK nor NIM Holdings will create, incur,
assume or suffer to exist, or permit any Subsidiary to create, incur, assume or
suffer to exist, any Indebtedness for Borrowed Money, except:

                  (a) the Obligations;


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                  (b) current accounts payable arising in the ordinary course;

                  (c) Indebtedness secured by Permitted Liens;

                  (d) Subordinated Indebtedness; provided that the principal
amount of all such Subordinated Indebtedness shall not at any time exceed, in
the aggregate, Two Hundred Million Dollars ($200,000,000), and provided further
that no portion of the Subordinated Indebtedness previously advanced and then
repaid may be reborrowed without the prior written consent of the Agent;

                  (e) Indebtedness of the Borrower, Berry UK, NIM Holdings
and/or any Subsidiary existing on the date hereof and reflected on the financial
statements furnished pursuant to Section 4.1.11 (Financial Condition);

                  (f) Unsecured letters of credit, bankers' acceptances and/or
(i) secured Interest Rate/Currency Protection Agreements between the Borrower,
Berry UK, NIM Holdings or a Subsidiary Guarantor and Bank of America and/or (ii)
unsecured Interest Rate Protection/Currency Agreements between the Borrower,
Berry UK, NIM Holdings or a Subsidiary Guarantor and any other financial
institution, providing for the transfer or mitigation of foreign exchange risks
or interest rate risks either generally or under specific contingencies;

                  (g) Indebtedness for Borrowed Money incurred by the Borrower,
NIM Holdings, Berry UK or any Subsidiary Guarantor incurred after the Closing
Date; provided, that (i) such Indebtedness for Borrowed Money is incurred on
account of purchase money or finance lease arrangements of Assets (other than
real property) acquired by the Borrower, NIM Holdings, Berry UK or a Subsidiary
Guarantor after the Closing Date, (ii) each such purchase money or finance lease
arrangement does not exceed the cost of the Assets acquired or leased, (iii) any
Lien securing such purchase money or finance lease arrangement does not extend
to any Assets or property other than that purchased or leased and other property
similarly financed from the same financing source, and (iv) the aggregate amount
of Indebtedness for Borrowed Money under and in connection with all such
purchase money and/or finance lease arrangements shall not exceed, in the
aggregate, the sum of One Million Dollars ($1,000,000);

                  (h) Capital Leases;

                  (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 the Borrower to
Berry UK and/or NIM Holdings (the "UK Intercompany Indebtedness"), provided that
the aggregate amount of such UK Intercompany Indebtedness (excluding
intercompany allocations of expenses and charges), together with any investment
by the Borrower in Berry UK and/or NIM Holdings permitted by the terms of this
Agreement, shall not exceed, in the aggregate, Four Million Dollars
($4,000,000);

                  (j) Indebtedness for Borrowed Money as set forth on Schedule
4.1.14;


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                  (k) Other unsecured Indebtedness for Borrowed Money in
aggregate principal amount not to exceed at any time One Million Dollars
($1,000,000);

                  (l) Indebtedness permitted under the provisions of Section
6.2.5 (Investments, Loans and Other Transactions), and

                  (m) any refinancing, replacement, repurchase, defeasance,
redemption or refunding of any existing Indebtedness for Borrowed Money
permitted by the provisions of this Agreement or any Indebtedness for Borrowed
Money permitted by the clause (n) below; provided, that (i) the principal amount
of any Indebtedness for Borrowed Money used to refinance, replace, repurchase,
defease, redeem or refund such existing Indebtedness for Borrowed Money (each a
"Refinancing Indebtedness") does not exceed the then outstanding principal
balance of the Indebtedness for Borrowed Money so refinanced, replaced,
repurchased, defeased, redeemed or refunded, (ii) the Weighted Average Life to
Maturity of any Refinancing Indebtedness is equal to or greater than the
Weighted Average Life to Maturity of the Indebtedness for Borrowed Money being
so refinanced, replaced, repurchased, defeased, redeemed or refunded by the
Refinancing Indebtedness, (iii) the terms of the Refinancing Indebtedness are
not materially more restrictive or limiting on the Borrower, Berry UK, NIM
Holdings or any Subsidiary Guarantor, as the case may be, than the terms of the
Indebtedness for Borrowed Money being refinanced, replaced, repurchased,
defeased, redeemed or refunded, as determined by the Agent in its reasonable
discretion, and (iv) if and to the extent the Refinancing Indebtedness is
intended to refinance, replace, repurchase, defeasance, redemption or refund
Subordinated Indebtedness, then the Refinancing Indebtedness is subordinated in
right of payment to the Obligations on terms at least as favorable to the Agent
and the Lenders as those then governing the Subordinated Indebtedness to be
refinanced, replaced, repurchased, defeased, redeemed or refunded. As used
herein, the term "Weighted Average Life to Maturity" when applied to any
Indebtedness for Borrowed Money (including any Refinancing Indebtedness) means
at any date, the number of years obtained by dividing (A) the sum of the
products obtained by multiplying (1) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (2) the
number of years (calculated to the nearest one-twelfth) that will elapse between
each such date and the making of each such payment, by (B) the then outstanding
principal amount of such Indebtedness for Borrowed Money.

                  (n) Indebtedness for Borrowed Money in favor of GE Capital or
any assignee of GE Capital or subsequent assignee lenders in a principal amount
up to, but not exceeding $25,000,000; provided that (i) such Indebtedness for
Borrowed Money is made available to the Borrower substantially in accordance
with the terms and conditions set forth in the term sheet attached hereto as
Exhibit "E" and made a part hereof and (ii) GE Capital enters into a lien
subordination and intercreditor agreement with the Agent in form and content,
including, without limitation, provisions relating to remedies and voting
rights, reasonably acceptable to the Agent and GE Capital. The Agent and the
Lenders hereby consent and agree to the proposed terms and conditions set forth
in the term sheet attached hereto as Exhibit "E" with respect to the proposed
Indebtedness for Borrowed Money in favor of GE Capital; provided, however, that
such consent is conditional on there being, prior to the closing of the proposed
Indebtedness for Borrowed Money in favor of GE Capital, no material adverse
change in the financial or other condition of the Borrower.


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<PAGE>

            Notwithstanding the foregoing, neither the Borrower, Berry UK, NIM
Holdings nor any Subsidiary Guarantor shall be permitted to create, incur,
assume or suffer to exist any additional Indebtedness for Borrower Money at any
time after the occurrence of a Default or an Event of Default or if and to the
extent any such additional Indebtedness for Borrowed Money would give rise to a
Default or an Event of Default.

            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 (Financial Condition),
(iv) any investments in Cash Equivalents, which, if requested by the Agent, are
pledged to the Agent, for the ratable benefit of the Lenders and for the benefit
of the Agent with respect to the Agent's Obligations, 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 Borrower's acquisition, creation or ownership of any
Subsidiary Guarantor, including, the Borrower's 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 any existing or additional capital contributions in Berry UK or NIM
Holdings; provided that the aggregate amount of any such existing or additional
capital contributions, together with any UK 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), (viii) the receipt of Indebtedness for Borrowed Money by the
Borrower or any Subsidiary Guarantor which represents payment to the Borrower or
a Subsidiary Guarantor, as the case may be, of a portion of the purchase price
payable to the Borrower in connection with a Permitted Asset Disposition;
provided that, upon the Agent's demand, the Borrower and/or the Subsidiary
Guarantor, as the case may, shall take all such actions as shall be reasonably
requested by the Agent to grant to the Agent for its benefit and the ratable
benefit of 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), and (x) 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 Agent
shall be granted a perfected, first priority Lien on any such securities, (b)
guaranty or otherwise become contingently liable for the Indebtedness or
obligations of any Person, except that the Borrower and any Subsidiary Guarantor
shall be permitted to guaranty (i) any Indebtedness for Borrowed Money of the
Borrower, any Subsidiary Guarantor, Berry UK or NIM Holdings 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 course of business, (iii) the obligations of the Borrower under the


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Subordinated Debt and the Senior Secured Debt, and (iv) the 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 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 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 to any
Guarantor and to and from any Guarantor to the Borrower or any other Guarantor.
In addition to the foregoing, NIM Holdings covenants and agrees that it shall
own no other Assets or investments other than the capital stock of Berry UK.

            6.2.6 Capital Expenditures.

            Except for Permitted Acquisitions, permitted reinvestments of
Permitted Asset Dispositions and Capital Expenditures made for the acquisition
or construction of Fixed or Capital Assets that are contemplated to be sold in
connection with a sale-leaseback transaction referred to in clause (A) of the
last sentence of Section 6.2.16, neither the Borrower, Berry UK nor NIM Holdings
will or will permit any Subsidiary to, directly or indirectly, make any Capital
Expenditures in the aggregate for the Borrower, Berry UK, NIM Holdings and their
respective Subsidiaries (taken as a whole) in amount which exceed Thirty-six
Million Dollars ($36,000,000) (the "Capital Expenditure Ceiling") during any
fiscal year. If in any given fiscal year, the total Capital Expenditures of the
Borrower, Berry UK, NIM Holdings and its or their Subsidiaries, taken as a
whole, are less than the applicable Capital Expenditure Ceiling for that fiscal
year, the unused portion of the amount permitted for Capital Expenditures (the
"Carry Forward Amount') may be used to increase the applicable Capital
Expenditure Ceiling for the then next succeeding fiscal year. The Carry Forward
Amount for any given fiscal year cannot be carried forward for more than one (1)
fiscal year.

            6.2.7 Stock of Subsidiaries.

            Neither the Borrower, Berry UK nor NIM Holdings will sell or
otherwise dispose of any shares of capital stock of any Subsidiary (except as
necessary or incident to any transaction permitted by Section 6.2.1 (Capital
Structure) or Section 6.2.6 (Capital Expenditures)) or permit any Subsidiary to
issue any additional shares of its capital stock except pro rata to its
stockholders.

            6.2.8 Subordinated Indebtedness.

            Neither the Borrower, Berry UK nor NIM Holdings will, or will permit
any Subsidiary to make:

                  (a) (i) any payment on account of the Subordinated Debt in
violation of the subordination provisions or agreements relating to such
Subordinated Debt, or (ii) any payment on account of any other Subordinated
Indebtedness in violation of the subordination provisions relating to such
Subordinated Indebtedness;


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<PAGE>

                  (b) any amendment or modification of to the documents
evidencing or securing the Subordinated Indebtedness; and

                  (c) any payment of principal or interest on the Subordinated
Indebtedness other than when due, except that Subordinated Indebtedness may be
prepaid, redeemed, repurchased, refinanced, replaced, refunded or defeased from
the proceeds of any offering of Securities or Indebtedness by the Parent or the
Borrower; provided that at the time of such prepayment there does not exist a
Default or an Event of Default and provided that such offering of Securities or
Indebtedness is otherwise permitted by the provisions of this Agreement.

            6.2.9 Liens.

            The Borrower, Berry UK and NIM Holdings each agrees that it (a) will
not create, incur, assume or suffer to exist any Lien upon any of its properties
or Assets, whether now owned or hereafter acquired, or permit any Subsidiary so
to do, except for (i) Liens securing the Obligations and (ii) Permitted Liens,
(b) will not allow or suffer to exist any Permitted Liens to be superior to
Liens securing the Obligations, or permit any Subsidiary so to do, except for
(i) statutory landlord's Liens with respect to which the Agent has not obtained
a landlord's waiver and subordination, (ii) existing Liens securing Indebtedness
for Borrowed Money under and in connection with the Bonds, and (iii) Liens which
have priority as a matter of law and which do not otherwise constitute or give
rise to a Default or an Event of Default and for which the Agent has established
a reserve against the Borrowing Base (or the UK Borrowing Base, as appropriate)
in an amount to be determined by the Agent in its reasonable discretion, (c)
except as otherwise permitted by the provisions of this Agreement, will not
enter into any contracts for the consignment of goods, will not execute or
suffer the filing of any financing statements or the posting of any signs giving
notice of consignments, and will not, as a material part of its business, engage
in the sale of goods belonging to others, or permit any Subsidiary so to do, and
(d) will not allow or suffer to exist the failure of any Lien described in the
Security Documents to attach to, and/or remain at all times perfected on, any of
the property described in the Security Documents, except with respect to any
Assets disposed of as part of a Permitted Asset Disposition.

            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


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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 and NIM Holdings as and to the extent permitted
by the provisions of this Agreement.

            6.2.11 ERISA Compliance.

            Neither the Borrower nor any Commonly Controlled Entity shall: (a)
engage in or permit any "prohibited transaction" (as defined in ERISA); (b)
cause any "accumulated funding deficiency" as defined in ERISA and/or the
Internal Revenue Code; (c) terminate any pension plan in a manner which could
result in the imposition of a lien on the property of the Borrower pursuant to
ERISA; (d) terminate or consent to the termination of any Multi-employer Plan;
or (e) incur a complete or partial withdrawal with respect to any Multi-employer
Plan.

            6.2.12 Prohibition on Hazardous Materials.

            Neither the Borrower, Berry UK nor NIM Holdings shall place,
manufacture or store or permit to be placed, manufactured or stored any
Hazardous Materials on any property owned, operated or controlled by the
Borrower, Berry UK or NIM Holdings or for which the Borrower, Berry UK or NIM
Holdings is responsible other than Hazardous Materials placed or stored on such
property in accordance with applicable Laws in the ordinary course of the
Borrower's, Berry UK's, NIM Holdings's or any tenant's business expressly
described in this Agreement, or permit any Subsidiary to do so.

            6.2.13 Amendments.

            The Borrower will not amend or agree to amend any of the
Subordinated Debt Loan Documents or any of the Senior Secured Debt Loan
Documents, other than in the normal course of business.

            6.2.14 Method of Accounting; Fiscal Year.

            The Borrower, Berry UK and NIM Holdings each agrees that:

                  (a) it shall not change, or permit any Subsidiary to change,
the method of accounting employed in the preparation of any financial statements
furnished to the Agent under the provisions of Section 6.1.1 (Financial
Statements), unless required to conform to GAAP and on the condition that the
Borrower's accountants shall furnish such information as the Agent may request
to reconcile the changes with the Borrower's prior financial statements; and

                  (b) it will not change or permit any Subsidiary to change, its
fiscal year from a year ending on or about December 31.

            6.2.15 Transfer of Collateral.

            Neither the Borrower, Berry UK, NIM Holdings nor any of its or their
Subsidiaries will transfer, or permit the transfer, to another location of any
of the Collateral or the books and records related to any of the Collateral,
except (a) for transfers among the


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Borrower and the Subsidiary Guarantors, if and to the extent the first priority
Lien (subject to Permitted Liens) of the Agent and the Lenders would be
unaffected by any such transfers, (b) for transfers of UK Collateral by Berry UK
and/or NIM Holdings to the Borrower, if and to the extent a first priority
perfected Lien (subject to Permitted Liens) would attach to such UK Collateral
so transferred contemporaneously with such transfer, (c) transfers of Inventory
in the ordinary course of business to bailees, warehousemen, consignees or
similar third parties if and to the extent that either (i) such bailees,
warehousemen, consignees or similar third parties have entered into an agreement
with the Agent in which such bailees, warehousemen, consignees or similar third
parties consent and agree to the superior Lien of the Agent and the Lenders on
such Inventory and to such other terms and conditions as may be reasonably
required by the Agent or (ii) the Agent has established reserves against the
Borrowing Base (or the UK Borrowing Base, as appropriate) with respect to any
such Inventory so transferred in accordance with the provisions set forth in the
definition of Eligible Domestic Inventory (or Eligible UK Inventory, as
appropriate), which reserves the Agent shall establish upon the Borrower's
request, (d) temporary transfers of Equipment offsite for repairs; provided that
such Equipment is promptly upon repair returned to a location in which the Agent
has perfected its first priority Lien (subject only to Permitted Liens), and (e)
usual and customary transfers of mobile Equipment (such as laptop computers) by
employees of the Borrower and/or a Subsidiary Guarantor in the ordinary course
of their employment.

            6.2.16 Sale and Leaseback.

            Neither the Borrower, Berry UK, NIM Holdings nor any of the
Subsidiaries will directly or indirectly enter into any arrangement to sell or
transfer all or any substantial part of its fixed assets and thereupon or within
one year thereafter rent or lease the assets so sold or transferred, except as
contemplated by clause (k) of the definition of Permitted Asset Disposition.
Notwithstanding the foregoing, the Borrower and its Subsidiaries shall be
permitted to enter into one or more such sale-leaseback transactions involving
Fixed or Capital Assets, including, without limitation the property described in
clause (k) of the definition of Permitted Asset Dispositions; provided that in
each case, either (A) in the case of the real property, improvements and
fixtures subject to the lien of the Deed of Trust - Evansville as more
particularly described on Schedule 1.1B - Evansville Sale Leaseback attached
hereto and made a part hereof (i) such transaction is consummated prior to the
date 120 days following the date the Borrower or the applicable Subsidiary has
acquired and/or completed construction of all the assets to which such
transaction relates, (ii) the aggregate cost of the assets (other than the
property described in such clause (k)) sold in all transactions covered by this
clause (A) does not exceed $7,000,000, and (iii) such transaction shall be
reasonably satisfactory to the Agent or (B) such transaction complies with the
provisions of clause (g) of the definition of Permitted Asset Disposition.

                                  ARTICLE VII
                         DEFAULT AND RIGHTS AND REMEDIES

      Section 7.1 Events of Default.

      The occurrence of any one or more of the following events shall constitute
an "Event of Default" under the provisions of this Agreement:


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            7.1.1 Failure to Pay.

            The failure of the Borrower, Berry UK and/or NIM Holdings to pay any
of the Obligations to be paid by them under the terms of this Agreement within
three (3) days of the date as and when due and payable in accordance with the
provisions of this Agreement, the Notes and/or any of the other Financing
Documents;

            7.1.2 Breach of Representations and Warranties.

            Any representation or warranty made by or on behalf of the Borrower,
Berry UK, NIM Holdings or any Subsidiary Guarantor in this Agreement, in any of
the other Financing Documents, or in any report, statement, schedule,
certificate, opinion, financial statement or other document furnished in
connection with this Agreement, any of the other Financing Documents, or the
Obligations, shall prove to have been false or misleading when made (or, if
applicable, when reaffirmed) in any material respect.

            7.1.3 Failure to Comply with Certain Covenants.

            The failure of the Borrower, Berry UK or NIM Holdings to perform,
observe or comply, or the Borrower to cause any Subsidiary Guarantor to perform,
observe or comply, as appropriate, with any covenant, condition or agreement
contained in Section 6.1.1 (Financial Statements), Section 6.1.3(a)
(Bookkeeping, Rights of Inspection, Field Examination, Etc.) with respect to
inspection rights only, Section 6.1.8 (Insurance), Section 6.1.13 (Financial
Covenants), Section 6.1.17 (Insurance with Respect to Equipment), Section 6.1.19
(Defense of Title and Further Assurances), Section 6.1.20 (Business Names;
Locations), or Section 6.2 (Negative Covenants).

            7.1.4 Failure to Comply with Other Covenants.

            The failure of the Borrower, Berry UK or NIM Holdings to perform,
observe or comply, or the Borrower to cause any Subsidiary Guarantor to perform,
observe or comply, as appropriate, with any covenant, condition or agreement
contained in this Agreement other than those set forth in Section 7.1.1 (Failure
to Pay), Section 7.1.2 (Breach of Representations and Warranties) or Section
7.1.3 (Failure to Comply with Certain Covenants), which failure shall remain
unremedied for a period of thirty (30) days after written notice thereof to the
Borrower, Berry UK and/or NIM Holdings, as appropriate, by the Agent.

            7.1.5 Default Under Other Financing Documents or Obligations.

            The failure of the Borrower, Berry UK, NIM Holdings and/or any other
Person (other than the Agent or any of the Lenders) which is a party to any of
the Financing Documents, to perform, observe or comply with any covenant,
condition or agreement contained in any such Financing Documents which is not
otherwise covered by any other Section of this ARTICLE VII, which failure shall
remain unremedied for a period of thirty (30) days after written notice thereof
to the Borrower, Berry UK and/or NIM Holdings, as appropriate, by the Agent or
the occurrence of an Event of Default under any of the other Financing Documents
as defined therein.


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            7.1.6 Receiver; Bankruptcy.

            The Borrower, Berry UK, NIM Holdings or any Guarantor shall (a)
apply for or consent to the appointment of a receiver, trustee or liquidator of
itself or any of its property, (b) admit in writing its inability to pay its
debts as they mature, (c) make a general assignment for the benefit of
creditors, (d) be adjudicated a bankrupt or insolvent under any applicable Laws,
(e) file a voluntary petition in bankruptcy or a petition or an answer seeking
or consenting to reorganization or an arrangement with creditors or to take
advantage of any bankruptcy, reorganization, insolvency, readjustment of debt,
dissolution or liquidation law or statute, or an answer admitting the material
allegations of a petition filed against it in any proceeding under any such law,
or take corporate action for the purposes of effecting any of the foregoing
under any applicable Laws, or (f) by any act indicate its consent to, approval
of or acquiescence in any such proceeding or the appointment of any receiver of
or trustee for any of its property, or suffer any such receivership, trusteeship
or proceeding to continue undischarged for a period of sixty (60) days, or (g)
by any act indicate its consent to, approval of or acquiescence in any order,
judgment or decree by any court of competent jurisdiction or any Governmental
Authority enjoining or otherwise prohibiting the operation of all or
substantially all of the Borrower's or any Guarantor's business or the use or
disposition of all or substantially all of its or their respective assets.

            7.1.7 Involuntary Bankruptcy, etc.

            (a) An order for relief shall be entered in any involuntary case
brought against the Borrower, Berry UK, NIM Holdings or any Guarantor under the
Bankruptcy Code or comparable Law, or (b) any such case shall be commenced
against the Borrower, Berry UK, NIM Holdings or any Guarantor and shall not be
dismissed within sixty (60) days after the filing of the petition, or (c) an
order, judgment or decree under any other Law is entered by any court of
competent jurisdiction or by any other Governmental Authority on the application
of a Governmental Authority or of a Person other than the Borrower, Berry UK,
NIM Holdings or any Guarantor (i) adjudicating the Borrower, Berry UK, NIM
Holdings or any Guarantor bankrupt or insolvent, or (ii) appointing a receiver,
trustee or liquidator of the Borrower, Berry UK, NIM Holdings or of any
Guarantor, or of a material portion of its or their assets, or (iii) enjoining,
prohibiting or otherwise limiting the operation of all or substantially all of
its or their business or the use or disposition of all or substantially all of
its or their assets, and such order, judgment or decree continues unstayed and
in effect for a period of thirty (30) days from the date entered.

            7.1.8 Judgment.

            Unless adequately insured in the reasonable opinion of the Agent,
the entry of a final judgment for the payment of money involving more than
$1,000,000 (individually and in the aggregate) against the Borrower, Berry UK,
NIM Holdings and/or any or all of the Guarantors, and the failure by the
Borrower, Berry UK, NIM Holdings or such Guarantor to discharge the same, or
cause it to be discharged, within sixty (60) days from the date of the order,
decree or process under which or pursuant to which such judgment was entered, or
to secure a stay of execution pending appeal of such judgment.


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            7.1.9 Execution; Attachment.

            Any execution or attachment shall be levied against the Collateral,
or any part thereof, and such execution or attachment shall not be set aside,
discharged or stayed within sixty (60) days after the same shall have been
levied.

            7.1.10 Default Under Other Borrowings.

            An event of default shall be made with respect to any Indebtedness
for Borrowed Money in a principal amount in excess of Two Million Dollars
($2,000,000), either individually or in the aggregate, of the Borrower, Berry
UK, NIM Holdings and/or any or all of the Guarantors, other than the Loans, if
such Indebtedness for Borrowed Money was not paid when due, after giving effect
to any applicable notice and cure period, or if the effect of such event of
default is to accelerate the maturity of such Indebtedness for Borrowed Money or
to permit the holder or obligee thereof or other party thereto to cause such
Indebtedness for Borrowed Money to become due prior to its stated maturity.

            7.1.11 Challenge to Agreements.

            The Borrower, Berry UK, NIM Holdings or any Guarantor shall
challenge the validity and binding effect of any provision of any of the
Financing Documents or any of the Financing Documents shall for any reason
(except to the extent permitted by its express terms) cease to be effective or
to create a valid and perfected first priority Lien (except for Permitted Liens,
certain of which Permitted Liens, to the extent expressly permitted by the
provisions of this Agreement, may constitute superior and prior Liens) on, or
security interest in, any of the Collateral purported to be covered thereby,
unless due to the gross negligence or willful misconduct of the Agent.

            7.1.12 Material Adverse Change.

            The Requisite Lenders, in their sole discretion, determine in good
faith that a material adverse change has occurred in the financial condition of
the Borrower, Berry UK, NIM Holdings and the Subsidiary Guarantors, taken as a
whole.

            7.1.13 Change in Ownership.

            (a) The Borrower shall cease to own and control, beneficially and of
record, directly or indirectly, at least one hundred percent (100%) of the
issued and outstanding capital stock of NIM Holdings and each Subsidiary
Guarantor (except pursuant to any transaction permitted by Section 6.2.1
(Capital Structure) or Section 6.2.2 (Subsidiaries)), (b) NIM Holdings shall
cease to own and control, beneficially and of record, directly or indirectly, at
least one hundred percent (100%) of the issued and outstanding capital stock of
Berry UK, (c) the Parent shall cease to own and control, beneficially and of
record, directly or indirectly, at least one hundred percent (100%) of the
issued and outstanding capital stock of the Borrower, or (c) Atlantic Equity
Partners International II, L. P. ("AEP"), Chase Capital Partners, and their
respective Affiliates shall cease to own and control, beneficially and of
record, at least fifty-one percent (51%) or more of the issued and outstanding
voting capital stock of the Parent.


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            7.1.14 Liquidation, Termination, Dissolution, Change in Management,
etc.

            The Borrower, Berry UK, NIM Holdings or any Guarantor shall
liquidate, dissolve or terminate its existence, except as otherwise expressly
permitted by the provisions of Section 6.2 (Negative Covenants).

            7.1.15 Parent Line of Business.

            At any time the Parent engages in any business other than the
ownership of capital stock of the Borrower or any other Wholly-Owned Subsidiary
or such other business as shall be mandatory under the provisions of applicable
Laws.

            7.1.16 Failure to Pay Senior Secured Debt - Parent.

            The failure of the Parent to make any scheduled interest payment on
account of the Senior Secured Debt - Parent as and when such payment is due and
payable, regardless of any applicable notice, grace or cure period.

      Section 7.2 Remedies.

      Upon the occurrence of any Event of Default, the Agent and/or Bank of
America, as applicable, may, in the exercise of its sole and absolute discretion
from time to time, and shall, at the direction of the Requisite Lenders, at any
time thereafter exercise any one or more of the following rights, powers or
remedies:

            7.2.1 Acceleration.

            The Agent may declare any or all of the Obligations to be
immediately due and payable and Bank of America, acting through its Sterling
LIBOR Lending Office, may declare any or all of the UK Obligations to be
immediately due and payable, notwithstanding anything contained in this
Agreement or in any of the other Financing Documents to the contrary, without
presentment, demand, protest, notice of protest or of dishonor, or other notice
of any kind, all of which the Borrower, Berry UK and NIM Holdings each hereby
waives.

            7.2.2 Further Advances.

            The Agent and/or Bank of America, acting through its Sterling LIBOR
Lending Office, as applicable, may from time to time without notice to the
Borrower, Berry UK or NIM Holdings suspend, terminate or limit any further
advances, loans or other extensions of credit under the Commitments, under this
Agreement and/or under any of the other Financing Documents. Further, upon the
occurrence of an Event of Default specified in Section 7.1.6 (Receiver;
Bankruptcy) or Section 7.1.7 (Involuntary Bankruptcy, etc.), the Commitments and
any agreement in any of the Financing Documents to provide additional credit
and/or to issue Letters of Credit and/or Bond Letters of Credit shall
immediately and automatically terminate and the unpaid principal amount of the
Notes (with accrued interest thereon) and all other Obligations (including UK
Obligations) then outstanding, shall immediately become due and payable without
further action of any kind and without presentment, demand, protest or notice of


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any kind, all of which are hereby expressly waived by the Borrower, Berry UK and
NIM Holdings.

            7.2.3 Uniform Commercial Code.

            The Agent and Bank of America, acting through its Sterling LIBOR
Lending Office, each shall have all of the rights and remedies of a secured
party under the applicable Uniform Commercial Code and other applicable Laws.
Upon demand by the Agent or Bank of America, acting through its Sterling LIBOR
Lending Office, the Borrower shall assemble the Collateral and make it available
to the Agent or Bank of America, acting through its Sterling LIBOR Lending
Office, as applicable, at a place designated by the Agent or Bank of America,
acting through its Sterling LIBOR Lending Office. The Agent, Bank of America,
acting through its Sterling LIBOR Lending Office, or its or their agents may
without notice from time to time enter upon the Borrower's premises to take
possession of the Collateral, to remove it, to render it unusable, to process it
or otherwise prepare it for sale, or to sell or otherwise dispose of it.

            Any written notice of the sale, disposition or other intended action
by the Agent or Bank of America, acting through its Sterling LIBOR Lending
Office, with respect to the Collateral which is sent by regular mail, postage
prepaid, to the Borrower at the address set forth in Section 9.1 (Notices), or
such other address of the Borrower which may from time to time be shown on the
Agent's and/or Bank of America's (acting through its Sterling LIBOR Lending
Office) records, at least ten (10) days prior to such sale, disposition or other
action, shall constitute commercially reasonable notice to the Borrower. The
Agent and Bank of America, acting through its Sterling LIBOR Lending Office, may
alternatively or additionally give such notice in any other commercially
reasonable manner.

            If any consent, approval, or authorization of any state, municipal
or other Governmental Authority or of any other Person or of any Person having
any interest therein, should be necessary to effectuate any sale or other
disposition of the Collateral, the Borrower agrees to execute all such
applications and other instruments, and to take all other action, as may be
required in connection with securing any such consent, approval or
authorization.

            The Borrower recognizes that the Agent and/or Bank of America,
acting through its Sterling LIBOR Lending Office, may be unable to effect a
public sale of all or a part of the Collateral consisting of Securities by
reason of certain prohibitions contained in the Securities Act of 1933, as
amended, and other applicable Federal and state Laws. The Agent and Bank of
America, acting through its Sterling LIBOR Lending Office, may, therefore, in
its or their discretion, take such steps as it or they may deem appropriate to
comply with such Laws and may, for example, at any sale of the Collateral
consisting of securities restrict the prospective bidders or purchasers as to
their number, nature of business and investment intention, including, without
limitation, a requirement that the Persons making such purchases represent and
agree to the satisfaction of the Agent and Bank of America, acting through its
Sterling LIBOR Lending Office, that they are purchasing such securities for
their account, for investment, and not with a view to the distribution or resale
of any thereof. The Borrower covenants and agrees to do or cause to be done
promptly all such acts and things as the Agent and/or Bank of America, acting
through its Sterling LIBOR Lending Office, may request from time to time and as
may be


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<PAGE>

necessary to offer and/or sell the Securities or any part thereof in a manner
which is valid and binding and in conformance with all applicable Laws. Upon any
such sale or disposition, the Agent and Bank of America, acting through its
Sterling LIBOR Lending Office, shall have the right to deliver, assign and
transfer to the purchaser thereof the Collateral consisting of securities so
sold.

            7.2.4 Specific Rights With Regard to Collateral.

            In addition to all other rights and remedies provided -hereunder or
as shall exist at law or in equity from time to time, the Agent and/or Bank of
America, acting through its Sterling LIBOR Lending Office, may (but shall be
under no obligation to), without notice to the Borrower, Berry UK and/or NIM
Holdings and upon the occurrence of an Event of Default the Borrower, Berry UK
and NIM Holdings each hereby irrevocably appoints each of the Agent and Bank of
America, acting through its Sterling LIBOR Lending Office, as its
attorney-in-fact, with power of substitution, in the name of Bank of America,
acting through its Sterling LIBOR Lending Office, the Agent and/or any or all of
the Lenders and/or in the name of the Borrower, Berry UK and/or NIM Holdings or
otherwise, for the use and benefit of Bank of America, acting through its
Sterling LIBOR Lending Office, the Agent and the Lenders, but at the cost and
expense of the Borrower, Berry UK and NIM Holdings, as and to the extent
permitted by the provisions of this Agreement:

                  (a) request any Account Debtor obligated on any of the
Accounts to make payments thereon directly to the Agent or Bank of America,
acting through its Sterling LIBOR Lending Office, with the Agent and/or Bank of
America, acting through its Sterling LIBOR Lending Office, taking control of the
cash and non-cash proceeds thereof;

                  (b) compromise, extend or renew any of the Collateral or deal
with the same as it may deem advisable,

                  (c) make exchanges, substitutions or surrenders of all or any
part of the Collateral;

                  (d) copy, transcribe, or remove from any place of business of
the Borrower, Berry UK, NIM Holdings or any Subsidiary all books, records,
ledger sheets, correspondence, invoices and documents, relating to or evidencing
any of the Collateral or without cost or expense to the Agent or any of the
Lenders, make such use of the Borrower's,. Berry UK's, NIM Holdings's or any
Subsidiary's place(s) of business as may be reasonably necessary to administer,
control and collect the Collateral;

                  (e) repair, alter or supply goods if necessary to fulfill in
whole or in part the purchase order of any Account Debtor;

                  (f) demand, collect, receipt for and give renewals,
extensions, discharges and releases of any of the Collateral;

                  (g) institute and prosecute legal and equitable proceedings to
enforce collection of, or realize upon, any of the Collateral;


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                  (h) settle, renew, extend, compromise, compound, exchange or
adjust claims in respect of any of the Collateral or any legal proceedings
brought in respect thereof;

                  (i) endorse or sign the name of the Borrower, Berry UK and/or
NIM Holdings upon any items of payment, certificates of title, instruments,
securities, stock powers, documents, documents of title, financing statements,
assignments, notices or other writing relating to or part of the Collateral and
on any proof of claim in bankruptcy or comparable Laws against an Account
Debtor;

                  (j) notify the Post Office authorities to change the address
for the delivery of mail to the Borrower, Berry UK and/or NIM Holdings to such
address or Post Office Box as the Agent or Bank of America, acting through its
Sterling LIBOR Lending Office, may designate and receive and open all mail
addressed to the Borrower, Berry UK and NIM Holdings; and

                  (k) take any other action necessary or beneficial to realize
upon or dispose of the Collateral or to carry out the terms of this Agreement.

            7.2.5 Application of Proceeds.

            Unless otherwise required by applicable Laws, any proceeds of sale
or other disposition of the Collateral will be applied by the Agent and Bank of
America, acting through its Sterling LIBOR Lending Office, to the payment first
of any and all Agent's Obligations, then to any and all Enforcement Costs, and
any balance of such proceeds will be remitted to Bank of America, acting through
its Sterling LIBOR Lending Office, and/or the Lenders, as appropriate, in like
currency and funds received ratably in accordance with their respective Pro Rata
Shares of such balance. Each Lender shall apply any such proceeds received from
the Agent or Bank of America, acting through its Sterling LIBOR Lending Office,
to its Obligations in such order and manner as such Lender shall determine. If
the sale or other disposition of the Collateral fails to fully satisfy the
Obligations, the Borrower shall remain liable to the Agent and the Lenders for
any deficiency. Notwithstanding the foregoing, any proceeds of sale or other
disposition of the UK Collateral will be applied to the payment of the UK
Obligations only in such order and manner as the Lenders shall determine in
their sole and absolute discretion. If the sale or other disposition (by
foreclosure, liquidation or otherwise) of the UK Collateral fails to fully
satisfy the UK Obligations, the Borrower, Berry UK and NIM Holdings shall remain
liable to Bank of America, acting through its Sterling LIBOR Lending Office, for
any deficiency.

            7.2.6 Performance by Agent.

            If the Borrower shall fail to pay the Obligations or Berry UK or NIM
Holdings fails to pay the UK Obligations, or otherwise the Borrower, Berry UK or
NIM Holdings fail to perform, observe or comply with any of the conditions,
covenants, terms, stipulations or agreements contained in this Agreement or any
of the other Financing Documents, the Agent without notice to or demand upon the
Borrower, Berry UK or NIM Holdings and without waiving or releasing any of the
Obligations or any Default or Event of Default, may (but


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shall be under no obligation to) at any time thereafter make such payment or
perform such act for the account and at the expense of the Borrower, Berry UK
and/or NIM Holdings, as applicable, and may enter upon the premises of the
Borrower, Berry UK and/or NIM Holdings, for that purpose and take all such
action thereon as the Agent may consider necessary or appropriate for such
purpose and each of the Borrower, Berry UK and NIM Holdings hereby irrevocably
appoints the Agent as its attorney-in-fact upon the occurrence of an Event of
Default to do so, with power of substitution, in the name of the Agent, in the
name of any or all of the Lenders, or in the name of the Borrower, Berry UK, NIM
Holdings or otherwise, for the use and benefit of the Agent, but at the cost and
expense of the Borrower and without notice to the Borrower, Berry UK and/or NIM
Holdings. All sums so paid or advanced by the Agent together with interest
thereon from the date of payment, advance or incurring until paid in full at the
Post-Default Rate and all costs and expenses, shall be deemed part of the
Enforcement Costs, shall be paid by the Borrower to the Agent on demand, and
shall constitute and become a part of the Agent's Obligations. All powers
granted to the Agent under the provisions of this Section are also deemed
granted to Bank of America, acting through its Sterling LIBOR Lending Office,
with respect to the UK Obligations.

            7.2.7 Other Remedies.

            The Agent and Bank of America, acting through its Sterling LIBOR
Lending Office, may from time to time proceed to protect or enforce the rights
of Bank of America, acting through its Sterling LIBOR Lending Office, the Agent
and/or any of the Lenders by an action or actions at law or in equity or by any
other appropriate proceeding, whether for the specific performance of any of the
covenants contained in this Agreement or in any of the other Financing
Documents, or for an injunction against the violation of any of the terms of
this Agreement or any of the other Financing Documents, or in aid of the
exercise or execution of any right, remedy or power granted in this Agreement,
the Financing Documents, and/or applicable Laws. The Agent and each of the
Lenders are authorized to offset and apply to all or any part of the Obligations
all moneys, credits and other property of any nature whatsoever of the Borrower,
Berry UK and/or NIM Holdings now or at any time hereafter in the possession of,
in transit to or from, under the control or custody of, or on deposit with, the
Agent, any of the Lenders or any Affiliate of the Agent or any of the Lenders,
subject to the limitations on liability set forth in Section 2.10.11
(Limitations on Joint and Several Liability)

                                  ARTICLE VIII
                                    THE AGENT

      Section 8.1 Appointment.

      Each Lender hereby designates and appoints Bank of America as its agent
under this Agreement and the Financing Documents, and each Lender hereby
irrevocably authorizes the Agent to take such action or to refrain from taking
such action on its behalf under the provisions of this Agreement and the
Financing Documents and to exercise such powers as are set forth herein or
therein, together with such other powers as are reasonably incidental thereto.
The Agent agrees to act as such on the express conditions contained in this
ARTICLE VIII. The provisions of this ARTICLE VIII are solely for the benefit of
the Agent and the Lenders and neither the Borrower, Berry UK, NIM Holdings nor
any Person shall have any rights as a third


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party beneficiary of any of the provisions hereof, except for those rights
expressly granted to the Borrower pursuant to Section 8.7.1 (Resignation),
Section 8.8 (Collateral Matters), Section 8.12 (Consents) and Section 8.13
(Circumstances Where All Lenders Required). In performing its functions and
duties under this Agreement, the Agent shall act solely as an administrative
representative of the Lenders and does not assume and shall not be deemed to
have assumed any obligation toward or relationship of agency or trust with or
for the Lenders, the Borrower or any Person. The Agent may perform any of its
duties hereunder, or under the Financing Documents, by or through its agents or
employees.

      Section 8.2 Nature of Duties.

            8.2.1 In General.

            The Agent shall have no duties, obligations or responsibilities
except those expressly set forth in this Agreement or in the Financing
Documents. The duties of the Agent shall be mechanical and administrative in
nature. The Agent shall not have by reason of this Agreement a fiduciary
relationship in respect of any Lender. Each Lender shall make its own
independent investigation of the financial condition and affairs of the
Borrower, Berry UK and NIM Holdings in connection with the extension of credit
hereunder and shall make its own appraisal of the credit worthiness of the
Borrower, Berry UK and NIM Holdings and the Agent shall have no duty or
responsibility, either initially or on a continuing basis, to provide any Lender
with any credit or other information with respect thereto, whether coming into
its possession before the Closing Date or at any time or times thereafter. If
the Agent seeks the consent or approval of any of the Lenders to the taking or
refraining from taking of any action hereunder, then the Agent shall send notice
thereof to each Lender. The Agent shall promptly notify each Lender any time
that the applicable percentage of the Lenders have instructed the Agent to act
or refrain from acting pursuant hereto.

            8.2.2 Express Authorization.

            The Agent is hereby expressly and irrevocably authorized by each of
the Lenders, as agent on behalf of itself and the other Lenders:

                  (a) To receive on behalf of each of the Lenders any payment or
collection on account of the Obligations and to distribute to each Lender its
Pro Rata Share of all such payments and collections so received as provided in
this Agreement;

                  (b) To receive all documents and items to be furnished to the
Lenders under the Financing Documents;

                  (c) To act or refrain from acting in this Agreement and in the
other Financing Documents with respect to those matters so designated for the
Agent;

                  (d) To act as nominee for and on behalf of the Lenders in and
under this Agreement and the other Financing Documents;

                  (e) To arrange for the means whereby the funds of the Lenders
are to be made available to the Borrower, Berry UK and/or NIM Holdings;


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                  (f) To distribute promptly to the Lenders, if required by the
terms of this Agreement, all written information, requests, notices, Loan
Notices, payments, Prepayments, documents and other items received from the
Borrower, Berry UK, NIM Holdings or other Person;

                  (g) To amend, modify, or waive any provisions of this
Agreement or the other Financing Documents on behalf of the Lenders subject to
the requirements that all or certain of the Lenders' consent be obtained in
certain instances as provided in Section 8.13 (Circumstances All Lenders
Required) and Section 9.2 (Amendments; Waivers);

                  (h) To deliver to the Borrower, Berry UK, NIM Holdings and
other Persons, all requests, demands, approvals, notices, and consents received
from any of the Lenders;

                  (i) To exercise on behalf of each Lender all rights and
remedies of the Lenders upon the occurrence of any Event of Default and/or
Default specified in this Agreement and/or in any of the other Financing
Documents or applicable Laws;

                  (j) To execute any of the Security Documents and any other
documents on behalf of the Lenders as the secured party for the benefit of the
Agent and the Lenders; and

                  (k) To take such other actions as may be requested by the
Requisite Lenders.

      Section 8.3 Rights, Exculpation, Etc.

      Neither the Agent nor any of its officers, directors, employees or agents
shall be liable to any Lender for any action taken or omitted by them hereunder
or under any of the Financing Documents, or in connection herewith or therewith,
except that the Agent shall be obligated on the terms set forth herein for
performance of its express obligations hereunder, and except that the Agent
shall be liable with respect to its own gross negligence or willful misconduct.
The Agent shall not be liable for any apportionment or distribution of payments
made by it in good faith and if any such apportionment or distribution is
subsequently determined to have been made in error the sole recourse of any
Lender to whom payment was due but not made, shall be to recover from other the
Lenders any payment in excess of the amount to which they are determined to be
entitled (and such other Lenders hereby agree to return to such Lender any such
erroneous payments received by them). The Agent shall not be responsible to any
Lender for any recitals, statements, representations or warranties herein or for
the execution, effectiveness, genuineness, validity, enforceability,
collectible, or sufficiency of this Agreement or any of the Financing Documents
or the transactions contemplated thereby, or for the financial condition of any
Person. The Agent shall not be required to make any inquiry concerning either
the performance or observance of any of the terms, provisions or conditions of
this Agreement or any of the Financing Documents or the financial condition of
any Person, or the existence or possible existence of any Default or Event of
Default. The Agent agrees to use its reasonable efforts to notify the Lenders as
to the occurrence of any material Event of Default promptly upon


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obtaining actual knowledge thereof, provided, however, that the failure in good
faith of the Agent to so notify any Lender shall not give rise to any liability
on the part of the Agent nor shall it waive, discharge or otherwise adversely
affect the Agent's ability to exercise and enforce any rights or remedies
resulting from such Event of Default. The Agent may at any time request
instructions from the Lenders with respect to any actions or approvals which by
the terms of this Agreement or of any of the Financing Documents the Agent is
permitted or required to take or to grant, and the Agent shall be absolutely
entitled to refrain from taking any action or to withhold any approval and shall
not be under any liability whatsoever to any Person for refraining from any
action or withholding any approval under any of the Financing Documents until it
shall have received such instructions from the applicable percentage of the
Lenders. Without limiting the foregoing, no Lender shall have any right of
action whatsoever against the Agent as a result of the Agent acting or
refraining from acting under this Agreement or any of the other Financing
Documents in accordance with the instructions of the applicable percentage of
the Lenders and notwithstanding the instructions of the Lenders, the Agent shall
have no obligation to take any action if it, in good faith believes that such
action exposes the Agent to any liability.

      Section 8.4 Reliance.

      The Agent shall be entitled to rely upon any written notices, statements,
certificates, orders or other documents or any telephone message or other
communication (including any writing, telex, telecopy or telegram) believed by
it in good faith to be genuine and correct and to have been signed, sent or made
by the proper Person, and with respect to all matters pertaining to this
Agreement or any of the Financing Documents and its duties hereunder or
thereunder, upon advice of counsel selected by it. The Agent may deem and treat
the original Lenders as the owners of the respective Notes for all purposes
until receipt by the Agent of a written notice of assignment, negotiation or
transfer of any interest therein by the Lenders in accordance with the terms of
this Agreement. Any interest, authority or consent of any holder of any of the
Notes shall be conclusive and binding on any subsequent holder, transferee, or
assignee of such Notes. The Agent shall be entitled to rely upon the advice of
legal counsel, independent accountants, and other experts selected by the Agent
in its sole discretion.

      Section 8.5 Indemnification.

      Each Lender, severally, agrees to reimburse and indemnify the Agent for
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses, advances or disbursements including,
without limitation, Enforcement Costs, of any kind or nature whatsoever which
may be imposed on, incurred by, or asserted against the Agent in any way
relating to or arising out of this Agreement or any of the Financing Documents
or any action taken or omitted by the Agent under this Agreement for any of the
Financing Documents, in proportion to each Lender's Pro Rata Share, all of the
foregoing as they may arise, be asserted or be imposed from time to time;
provided, however, that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses, advances or disbursements resulting from the Agent's gross
negligence or willful misconduct. The obligations of the Lenders under this
Section 8.5 shall survive the payment in full of the Obligations and the
termination of this Agreement.


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      Section 8.6 Bank of America Individually.

      With respect to its Commitments and the Loans made by it, and the Notes
issued to it, Bank of America shall have and may exercise the same rights and
powers hereunder and is subject to the same obligations and liabilities as and
to the extent set forth herein for any other Lender. The terms "the Lenders" or
"Requisite Lenders" or any similar terms shall, unless the context clearly
otherwise indicates, include Bank of America in its individual capacity as a
Lender or one of the Requisite Lenders. Bank of America and its Affiliates may
lend money to, accept deposits from and generally engage in any kind of banking,
trust or other business with the Borrower, any Affiliate of the Borrower, or any
other Person or any of their officers, directors and employees as if Bank of
America were not acting as the Agent pursuant hereto and the Agent may accept
fees and other consideration from the Borrower, any Affiliate of the Borrower or
any of their officers, directors and employees (in addition to the Agency Fees
or other arrangements or fees heretofore agreed to between the Borrower, Berry
UK, NIM Holdings and the Agent) for services in connection with this Agreement
or otherwise without having to account for or share the same with the Lenders.

      Section 8.7 Successor Agent.

            8.7.1 Resignation.

            The Agent may resign from the performance of all its functions and
duties hereunder at any time by giving at least thirty (30) Business Days' prior
written notice to the Borrower and the Lenders. Such resignation shall take
effect upon the acceptance by a successor Agent of appointment pursuant to
Section 8.7.2 (Appointment of Successor) or as otherwise provided below.

            8.7.2 Appointment of Successor.

            Upon any such notice of resignation pursuant to Section 8.7.1
(Resignation), the Requisite Lenders, with the consent of Bank of America and
the Borrower, shall appoint a successor to the Agent. If a successor to the
Agent shall not have been so appointed within said thirty (30) Business Day
period, the Agent retiring, upon notice to the Borrower, shall then appoint a
successor Agent who shall serve as the Agent until such time, as the Requisite
Lenders appoint a successor the Agent as provided above.

            8.7.3 Successor Agent.

            Upon the acceptance of any appointment as the Agent under the
Financing Documents by a successor Agent, such successor to the Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the Agent retiring, and the Agent retiring shall be discharged
from its duties and obligations under the Financing Documents. After any Agent's
resignation as the Agent under the Financing Documents, the provisions of this
ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Agent under the Financing Documents.


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      Section 8.8 Collateral Matters.

            8.8.1 Release of Collateral.

            The Lenders hereby irrevocably authorize the Agent and Bank of
America, acting through its Sterling LIBOR Lending Office, as applicable, at its
or their option and in its or their discretion, to release any Lien granted to
or held by the Agent upon any property covered by this Agreement or the
Financing Documents:

                  (a) upon termination of the Commitments and this Agreement and
payment and satisfaction of all Obligations (other than contingent
indemnification and expense reimbursement obligations for which no claim has
been made) and expiration or termination of all Letters of Credit and all Bond
Letters of Credit;

                  (b) constituting property being sold or disposed of if the
Borrower, Berry UK, NIM Holdings or a Subsidiary Guarantor certifies to the
Agent and/or Bank of America, acting through its Sterling LIBOR Lending Office,
as applicable, that the sale or disposition is made in compliance with the
provisions of this Agreement (and the Agent and Bank of America, acting through
its Sterling LIBOR Lending Office, may rely in good faith conclusively on any
such certificate, without further inquiry);

                  (c) constituting property leased to the Borrower, Berry UK,
NIM Holdings or any Subsidiary under a lease which has expired or been
terminated in a transaction permitted under this Agreement or is about to expire
and which has not been, and is not intended by the Borrower or the Subsidiary to
be, renewed or extended; or

                  (d) constituting property covered by Permitted Liens with lien
priority superior to those Liens in favor or for the benefit of Bank of America,
acting through its Sterling LIBOR Lending Office, the Agent or the Lenders.

            In addition during any fiscal year of the Borrower (x) the Agent and
Bank of America, acting through its Sterling LIBOR Lending Office, may release
Collateral having a book value of not more than 5% of the book value of all
Collateral, (y) the Agent and Bank of America, acting through its Sterling LIBOR
Lending Office, with the consent of Requisite Lenders, may release Collateral
having a book value of not more than 25% of the book value of all Collateral and
(z) the Agent and Bank of America, acting through its Sterling LIBOR Lending
Office, with the consent of the Lenders having 90% of (i) the Commitments and
(ii) Loans, may release all the Collateral.

            8.8.2 Confirmation of Authority, Execution of Releases.

            Without in any manner limiting the Agent's authority to act without
any specific or further authorization or consent by the Lenders as set forth in
Section 8.8.1 (Release of Collateral), each Lender agrees to confirm in writing
the authority to release any property covered by this Agreement or the Financing
Documents conferred upon the Agent under Section 8.8.1 (Release of Collateral).
So long as no Event of Default is then continuing, upon receipt by the Agent of
confirmation from the requisite percentage, if any, of the Lenders, of its
authority to release any particular item or types of property covered by this
Agreement or the Financing


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Documents, the Agent shall (and is hereby irrevocably authorized by the Lenders
to) execute such documents as may be necessary to evidence the release of the
Liens granted to the Agent for the benefit of the Lenders herein or pursuant
hereto upon such Collateral; provided, however, that (a) the Agent shall not be
required to execute any such document on terms which, in the Agent's opinion,
would expose the Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse or warranty,
and (b) such release shall not in any manner discharge, affect or impair the
Obligations or any Liens upon (or obligations of any Person, in respect of), all
interests retained by any Person, including, without limitation, the proceeds of
any sale, all of which shall continue to constitute part of the property covered
by this Agreement or the Financing Documents.

            8.8.3 Absence of Duty.

            The Agent shall have no obligation whatsoever to any Lender, the
Borrower, Berry UK, NIM Holdings or any other Person to assure that the property
covered by this Agreement or the Financing Documents exists or is owned by the
Borrower, Berry UK, NIM Holdings or any Subsidiary Guarantor or is cared for,
protected or insured or has been encumbered or that the Liens granted to the
Agent on behalf of the Lenders herein or pursuant hereto have been properly or
sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise at all or in any particular
manner or under any duty of care, disclosure or fidelity, or to continue
exercising, any of the rights, authorities and powers granted or available to
the Agent in this Section 8.8.3 or in any of the Financing Documents, it being
understood and agreed that in respect of the property covered by this Agreement
or the Financing Documents or any act, omission or event related thereto, the
Agent may act in any manner it may deem appropriate, in its discretion, given
the Agent's own interest in property covered by this Agreement or the Financing
Documents as one of the Lenders and that the Agent shall have no duty or
liability whatsoever to any of the other the Lenders.

      Section 8.9 Agency Fee.

      The Borrower shall pay to the Agent, an annual loan administration and
agency fee (collectively, the "Agency Fees" and individually, an "Agency Fee"),
in the aggregate amount of One Hundred Twenty Thousand Dollars ($120,000),
payable quarterly in advance in installments of $30,000 each. The Agency Fee
shall be payable in advance on the first day of each April, July, October, and
January, commencing with the first such day following the date hereof. Each
Agency Fee shall be fully earned and non-refundable upon the date paid. The
Agent shall retain all of the Agency Fees for its own account and shall have no
obligation to remit or pay any portion thereof to any of the Lenders.

      Section 8.10 Agency for Perfection.

      Each Lender hereby appoints the Agent and each other Lender as agent for
the purpose of perfecting the Lenders' Liens in Collateral which, in accordance
with Article 9 of the Uniform Commercial Code in any applicable jurisdiction or
otherwise, can be perfected only by possession. Should any Lender (other than
the Agent) obtain possession of any such Collateral, such Lender shall notify
the Agent thereof, and, promptly upon the Agent's request therefor, shall
deliver such Collateral to the Agent or in accordance with the Agent's
instructions.


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      Section 8.11 Exercise of Remedies.

      Each Lender agrees that it will not have any right individually to enforce
or seek to enforce this Agreement or any Financing Document or to realize upon
any collateral security for the Loans, it being understood and agreed that such
rights and remedies may be exercised only by the Agent.

      Section 8.12 Consents.

                  (a) In the event the Agent or Bank of America, acting through
its Sterling LIBOR Lending Office, requests the consent of a Lender and does not
receive a written denial thereof, or a written notice from a Lender that due
consideration of the request requires additional time, in each case, within ten
(10) Business Days after such Lender's receipt of such request, then such Lender
will be deemed to have given such consent.

                  (b) In the event the Agent, Bank of America, acting through
its Sterling LIBOR Lending Office, the Borrower, Berry UK or NIM Holdings, as
the case may be, requests the consent of a Lender and such consent is denied,
then Bank of America or the Borrower, Berry UK or NIM Holdings, as the case may
be, may, at their option, require such Lender to assign its interest in the
Loans and Commitments to Bank of America or such other lender as shall be
acceptable to the Borrower, Berry UK and/or NIM Holdings, as the case may be,
Bank of America, acting through its Sterling LIBOR Lending Office, and the
Agent, for a price equal to the then outstanding principal amount thereof, plus
accrued and unpaid interest, fees and costs and expenses due such Lender under
the Financing Documents, which principal, interest, fees and costs and expenses
will be paid on the date of such assignment. In the event that Bank of America,
acting through its Sterling LIBOR Lending Office, the Agent, the Borrower, Berry
UK or NIM Holdings, as the case may be, elects to require any Lender to assign
its interest to Bank of America or such other lender as shall be acceptable to
the Borrower, Berry UK, or NIM Holdings, as the case may be, and the Agent and
Bank of America, acting through its Sterling LIBOR Lending Office, will so
notify such Lender in writing within thirty (30) days following such Lender's
denial, and such Lender will assign its interest to Bank of America or such
other lender as shall be acceptable to the Borrower, Berry UK or NIM Holdings,
as the case may be, Bank of America, acting through its Sterling LIBOR Lending
Office, and the Agent, no later than five (5) days following receipt of such
notice.

                  (c) The Lenders each hereby authorize the Agent and/or Bank of
America, acting through its Sterling LIBOR Lending Office, as appropriate on
their behalf to execute any and all amendments to this Agreement and any of the
other Financing Documents as may be necessary to remedy and correct any clerical
errors, omissions or inconsistencies. The Agent and Bank of America, acting
through its Sterling LIBOR Lending Office, as appropriate, agrees to give copies
of any and all such executed amendments to each of the Lenders.

                  (d) Notwithstanding anything to the contrary contained herein,
Bank of America, acting through its Sterling LIBOR Lending Office, acknowledges
and agrees that to the extent any Lender has made all required payments to Bank
of America, acting through its Sterling LIBOR Lending Office, on account of its
participation interests in the UK Obligations in accordance with the terms of
this Agreement, such Lender shall be deemed a


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"Lender" for purposes of consents and similar actions required to be contained
by Bank of America, acting through its Sterling LIBOR Lending Office, with
respect to such UK Obligations. Accordingly, all consents and similar actions
required to be obtained by the Agent with respect to the Obligations from the
Requisite Lenders and/or all of the Lenders as required by the terms of this
Agreement shall likewise be applicable to actions of Bank of America, acting
through its Sterling LIBOR Lending Office, with respect to the UK Obligations in
the same respect.

      Section 8.13 Circumstances Where Consent of all of the Lenders is
Required.

      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;

                  (b) extend the maturity or due date of payment of principal,
interest or Fees on account of the Obligations, including the 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";

                  (g) release any material portion of any Collateral (including
any UK Collateral), any Guarantor or any Financing Document (except to the
extent provided herein or therein);

                  (h) increase the advance rates for any component of the
Borrowing Base or the UK Borrowing Base above the levels specified in this
Agreement; and

                  (i) modify, waiver or otherwise change the requirements of
Section 2.1.12.

      Section 8.14 Dissemination of Information.

      The Agent will provide the Lenders with any information received by the
Agent from the Borrower, Berry UK or NIM Holdings which is required to be
provided to the Agent or to the Lenders hereunder; provided, however, that the
Agent shall not be liable to any one or more the Lenders for any failure to do
so, except to the extent that such failure is attributable to the Agent's gross
negligence or willful misconduct.


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      Section 8.15 Discretionary Advances.

      The Agent may, in its sole discretion, make, for the account of the
Lenders on a pro rata basis, advances under the Revolving Loan of up to 10% in
excess of the Borrowing Base but not in excess of the limitation set forth in
aggregate Revolving Credit Commitments for a period of not more than thirty (30)
consecutive days or, following an Event of Default, for such longer period as
the Requisite Lenders may elect.

                                   ARTICLE IX
                                  MISCELLANEOUS

      Section 9.1 Notices.

      All notices, requests and demands to or upon the parties to this Agreement
shall be in writing and shall be deemed to have been given or made when
delivered by hand on a Business Day, or two (2) days after the date when
deposited in the mail, postage prepaid by registered or certified mail, return
receipt requested, or when sent by overnight courier, on the Business Day next
following the day on which the notice is delivered to such overnight courier,
addressed as follows:

            Borrower:         BERRY PLASTICS CORPORATION
            Berry UK or       101 Oakley Street
            NIM Holdings      P.O. Box 959
                              Evansville, Indiana 47710-0959
                              Attention: President

            with a copy to:   Michael J. O'Brien, Esquire
                              O'Sullivan, Graev & Karabell, LLP
                              30 Rockefeller Center
                              41st Floor
                              New York, New York 10112

            with a copy to:   Mr. Joseph S. Levy
                              Vice President
                              First Atlantic Capital, Ltd.
                              135 East 57th Street, 29th Floor
                              New York, New York 10022

            Agent:            BANK OF AMERICA, N.A.
                              Bank of America Business Credit
                              100 S. Charles Street
                              Baltimore, Maryland 21201
                              Attention:  Alison Gabis

            with a copy to:   Shaun F. Carrick, Esquire
                              Miles & Stockbridge P.C.
                              10 Light Street
                              Baltimore, Maryland 21202


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      Bank of America's
      Sterling LIBOR Lending
      Office:                 Bank of America, N.A. (London Branch)
                              New Broad Street House
                              35 New Broad Street
                              London, England EC2MINH
                              Attention: Mr. Aidan Fisher

            Bank of America:  Bank of America, N.A.
                              Bank of America Business Credit
                              100 S. Charles Street
                              Baltimore, Maryland 21201
                              Attn: Ms. Vickie Tillman

            GE Capital:       General Electric Capital Corporation
                              335 Madison Avenue
                              New York, New York 10017
                              Attn: Account Manager - Berry Plastics

            Fleet:            Fleet Capital Corporation
                              200 Glastonbury Boulevard
                              Glastonbury, Connecticut 06033
                              Attn: Mr. Daniel Dupre

            Heller:           Mr. Tom Bukowski
                              Senior Vice President
                              Heller Financial, Inc.
                              150 East 42nd Street
                              7th Floor
                              New York, New York 10017

            PNC:              Mr. Wing C. Louie
                              Vice President
                              PNC Business Credit
                              Two Tower Center Boulevard
                              East Brunswick, New Jersey 08816

            LaSalle:          Mr. Stephen V. Rieger
                              First Vice President
                              LaSalle Business Credit, Inc.
                              120 East Baltimore Street, Suite 1802
                              Baltimore, Maryland 21202

By written notice, each party to this Agreement may change the address to which
notice is given to that party, provided that such changed notice shall include a
street address to which notices may be delivered by overnight courier in the
ordinary course on any Business Day.


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      Section 9.2 Amendments; Waivers.

      This Agreement and the other Financing Documents may not be amended,
modified, or changed in any respect except by an agreement in writing signed by
the Requisite Lenders (or the Agent with the approval of the Requisite Lenders),
the Borrower, Berry UK and NIM Holdings and to the extent provided in Section
8.13 by an agreement in writing signed by all of the Lenders, the Borrower,
Berry UK and NIM Holdings. In addition, any agreement which directly or
indirectly affects any rights, duties, obligations, liabilities or remedies of
the Agent under this Agreement, under any of other Financing Documents or
otherwise must be approved and signed by the Agent. No waiver of any provision
of this Agreement or of any of the other Financing Documents, nor consent to any
departure by the Borrower, Berry UK or NIM Holdings therefrom, shall in any
event be effective unless the same shall be in writing. No course of dealing
between the Borrower, Berry UK, NIM Holdings and the Agent and/or any of the
Lenders and no act or failure to act from time to time on the part of the Agent
and/or any of the Lenders shall constitute a waiver, amendment or modification
of any provision of this Agreement or any of the other Financing Documents or
any right or remedy under this Agreement, under any of the other Financing
Documents or under applicable Laws.

      Without implying any limitation on the foregoing, and subject to the
provisions of Section 8.13:

                  (a) Any waiver or consent shall be effective only in the
specific instance, for the terms and purpose for which given, subject to such
conditions as the Agent may specify in any such instrument.

                  (b) No waiver of any Default or Event of Default shall extend
to any subsequent or other Default or Event of Default, or impair any right
consequent thereto.

                  (c) No notice to or demand on the Borrower, Berry UK or NIM
Holdings in any case shall entitle the Borrower, Berry UK or NIM Holdings to any
other or further notice or demand in the same, similar or other circumstance.

                  (d) No failure or delay by the Lender to insist upon the
strict performance of any term, condition, covenant or agreement of this
Agreement or of any of the other Financing Documents, or to exercise any right,
power or remedy consequent upon a breach thereof, shall constitute a waiver,
amendment or modification of any such term, condition, covenant or agreement or
of any such breach or preclude the Agent from exercising any such right, power
or remedy at any time or times.

                  (e) By accepting payment after the due date of any amount
payable under this Agreement or under any of the other Financing Documents, the
Agent shall not be deemed to waive the right either to require prompt payment
when due of all other amounts payable under this Agreement or under any of the
other Financing Documents, or to declare a Default or an Event of Default for
failure to effect such prompt payment of any such other amount.


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<PAGE>

      Section 9.3 Cumulative Remedies.

      The rights, powers and remedies provided in this Agreement and in the
other Financing Documents are cumulative, may be exercised concurrently or
separately, may be exercised from time to time and in such order as the Agent
shall determine, subject to the provisions of this Agreement, and are in
addition to, and not exclusive of, rights, powers and remedies provided by
existing or future applicable Laws. In order to entitle the Agent to exercise
any remedy reserved to it in this Agreement, it shall not be necessary to give
any notice, other than such notice as may be expressly required in this
Agreement. Without limiting the generality of the foregoing and subject to the
terms of this Agreement, the Agent may:

                  (a) proceed against the Borrower, Berry UK or NIM Holdings
with or without proceeding against any other Person (including, without
limitation, any one or more of the Guarantors) who may be liable (by
endorsement, guaranty, indemnity or otherwise) for all or any part of the
Obligations (subject to the limitations set forth in Section 2.10.11
(Limitations on Joint and Several Liability);

                  (b) proceed against the Borrower, Berry UK or NIM Holdings
with or without proceeding under any of the other Financing Documents or against
any Collateral or other collateral and security for all or any part of the
Obligations;

                  (c) without reducing or impairing the obligation of the
Borrower, Berry UK or NIM Holdings and without notice, release or compromise
with any guarantor or other Person liable for all or any part of the Obligations
under the Financing Documents or otherwise;

                  (d) without reducing or impairing the obligations of the
Borrower, Berry UK or NIM Holdings and without notice thereof: (i)fail to
perfect the Lien in any or all Collateral or to release any or all the
Collateral or to accept substitute Collateral, (ii) approve the making of
advances under the Revolving Loan and/or the UK Revolving Loan under this
Agreement, (iii) waive any provision of this Agreement or the other Financing
Documents, (iv) exercise or fail to exercise rights of set-off or other rights,
or (v) accept partial payments or extend from time to time the maturity of all
or any part of the Obligations.

      Section 9.4 Severability.

      In case one or more provisions, or part thereof, contained in this
Agreement or in the other Financing Documents shall be invalid, illegal or
unenforceable in any respect under any Law, then without need for any further
agreement, notice or action:

                  (a) the validity, legality and enforceability of the remaining
provisions shall remain effective and binding on the parties thereto and shall
not be affected or impaired thereby;

                  (b) the obligation to be fulfilled shall be reduced to the
limit of such validity;


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<PAGE>

                  (c) such provision or part thereof only shall be void, and the
remainder of this Agreement shall remain operative and in full force and effect.

      Section 9.5 Assignments by Lenders.

      Any Lender may, with the prior written consent of the Agent and the
Borrower, but without notice to or consent of any other Lender, which consent
shall not be unreasonably withheld, delayed or conditioned, assign to any Person
(each an "Assignee" and collectively, the "Assignees") all or a portion of such
Lender's Commitments; provided that (a) the amount assigned by such Lender must
be at least equal to Five Million Dollars ($5,000,000), (b) after giving effect
to such assignment, such Lender must continue to hold a Pro Rata Share of the
Commitments at least equal to Ten Million Dollars ($10,000,000), unless such
Lender has assigned one hundred percent (100%) of such Lender's Commitments, and
(c) any amount assigned shall be divided pro rata among such Lenders' Pro Rata
Share of the Commitments and Obligations. Bank of America agrees that if at any
time Bank of America sells one hundred percent (100%) of all of its Commitments,
Bank of America shall resign as Agent and the remaining Lenders shall select a
replacement Agent in accordance with the provisions of this Agreement. In
addition, Bank of America agrees that for so long as Bank of America is the
Agent, unless otherwise agreed by the Lenders, Bank of America shall continue to
hold a Pro Rata Share of the Commitments at least equal to the Pro Rata Share of
the Lender (other than Bank of America) having the highest Pro Rata Share of the
Commitments. Any Lender which elects to make such an assignment shall pay to the
Agent, for the exclusive benefit of the Agent, an administrative fee for
processing each such assignment in the amount of Three Thousand Five Hundred
Dollars ($3,500). Such Lender and its Assignee shall notify the Agent and the
Borrower in writing of the date on which the assignment is to be effective (the
"Adjustment Date"). On or before the Adjustment Date, the assigning Lender, the
Agent, the Borrower and the respective Assignee shall execute and deliver a
written assignment agreement in a form acceptable to the Agent, which shall
constitute an amendment to this Agreement to the extent necessary to reflect
such assignment. Upon the request of any assigning Lender following an
assignment made in accordance with this Section 9.5, the Borrower, Berry UK and
NIM Holdings shall issue new Notes to the assigning Lender and its Assignee
reflecting such assignment, in exchange for the existing Notes held by the
assigning Lender.

      In addition to the foregoing assignments permitted by this Section 9.5,
without the prior written consent of the Borrower, Berry UK or NIM Holdings, but
with the consent of the Agent, which consent shall not be unreasonably withheld,
delayed or conditioned, any Lender may assign all or any portion of such
Lender's Commitments (a) to Bank of America, Fleet, GE Capital or Heller at any
time regardless of the occurrence or non-occurrence of an Event of Default and
(b) to any other Person at any time after the occurrence of an Event of Default;
provided that with respect to any such proposed assignment under either (a) or
(b) (i) the amount to be assigned by such assigning Lender must be at least
equal to Five Million Dollars ($5,000,000), (ii) after giving effect to such
assignment, such assigning Lender must continue to hold a Pro Rata Share of the
Commitments at least equal to Ten Million Dollars ($10,000,000), unless such
Lender has assigned one hundred percent (100%) of such Lender's Commitments,
(iii) any amount to be assigned shall be divided pro rata among such Lender's
Pro Rata Share of the Commitments and the Obligations, and (iv) prior to closing
and consummating the proposed assignment (the "Proposed Assignee"), the Lender
shall have first given the Borrower notice of


                                      163
<PAGE>

the proposed assignment (the "Right of First Refusal Notice") to permit the
Borrower an opportunity to locate another Person acceptable to the Agent (the
"Substitute Purchaser") to close and consummate the proposed assignment on the
same terms and conditions available to the Proposed Assignee and the Substitute
Purchaser shall in fact close and consummate the proposed assignment within
thirty (30) days after the Right of First Refusal Notice. If the Borrower fails
to locate a Substitute Purchaser or if the Substitute Purchaser fails to close
and consummate the proposed assignment within such thirty (30) day period, the
assigning Lender shall be entitled to close and consummate the proposed
assignment to the Proposed Assignee without further notice or obligation to the
Borrower, Berry UK or NIM Holdings.

      In addition, notwithstanding the foregoing, any Lender may at any time
pledge all or any portion of such Lender's rights under this Agreement, any of
the Commitments or any of the Obligations to a Federal Reserve Bank.

      Section 9.6 Participations by Lenders.

      Any Lender may at any time sell to one or more financial institutions
participating interests in any of such Lender's Obligations or Commitments;
provided, however, that (a) no such participation shall relieve such Lender from
its obligations under this Agreement or under any of the other Financing
Documents to which it is a party, (b) such Lender shall remain solely
responsible for the performance of its obligations under this Agreement and
under all of the other Financing Documents to which it is a party, (c) the
Borrower, Berry UK, NIM Holdings, the Agent and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement and the other Financing Documents,
and (d) no such participant shall be granted voting rights with respect to any
matters reserved for the Lenders under the provisions of this Agreement.

      Section 9.7 Disclosure of Information by Lenders.

                  (a) In connection with any sale, transfer, assignment or
participation by any Lender in accordance with Section 9.5 (Assignments by
Lenders) or Section 9.6 (Participations by Lenders), each Lender shall have the
right to disclose to any actual or potential purchaser, assignee, transferee or
participant all financial records, information, reports, financial statements
and documents obtained in connection with this Agreement and/or any of the other
Financing Documents or otherwise, provided that such actual or potential
purchaser shall agree to keep confidential any non-public information delivered
or made available to such Lender.

                  (b) Each of the Lenders and the Agent hereby agree to exercise
reasonable efforts to keep any non-public information delivered or made
available to it pursuant to this Agreement or any of the Financing Documents,
confidential from any other Person except (i) Persons employed or retained by
such Lender or Agent who are or are expected to become engaged in evaluating,
approving, structuring or administering the Obligations, (ii) with the prior
written consent of Borrower, (iii) as required in connection with the exercise
of any remedy under this Agreement or any of the Financing Documents or (iv) as
may be required by Law, provided that in the event that any Lender, the Agent or
any of its or their representatives are requested or compelled (by oral
questions, interrogatories, requests for information or documents, subpoena,
civil


                                      164
<PAGE>

investigative demand or similar process) to disclose any of the non-public
information delivered or made available to any Lender or the Agent pursuant to
this Agreement or any of the Financing Documents, the Lenders, the Agent and its
or their representatives, as appropriate, agree to provide Borrower with prompt
notice of such request(s).

      Section 9.8 Successors and Assigns.

      This Agreement and all other Financing Documents shall be binding upon and
inure to the benefit of the Borrower, Berry UK, NIM Holdings, the Agent and the
Lenders and their respective heirs, personal representatives, successors and
assigns, except that neither the Borrower, Berry UK nor NIM Holdings shall have
the right to assign its rights hereunder or any interest herein without the
prior written consent of the Agent and the Requisite Lenders.

      Section 9.9 Continuing Agreements.

      All covenants, agreements, representations and warranties made by the
Borrower, Berry UK and/or NIM Holdings in this Agreement, in any of the other
Financing Documents, and in any certificate delivered pursuant hereto or thereto
shall survive the making by the Lenders of the Loans, the issuance of Letters of
Credit by the Agent and the execution and delivery of the Notes, shall be
binding upon the Borrower, Berry UK and NIM Holdings regardless of how long
before or after the date hereof any of the Obligations were or are incurred, and
shall continue in full force and effect so long as any of the Obligations are
outstanding and unpaid. From time to time upon the Agent's request, and as a
condition of the release of any one or more of the Security Documents, the
Borrower, Berry UK, NIM Holdings and other Persons obligated with respect to the
Obligations shall provide the Agent with such acknowledgments and agreements as
the Agent may require to the effect that there exists no defenses, rights of
setoff or recoupment, claims, counterclaims, actions or causes of action of any
kind or nature whatsoever against the Agent, any or all of the Lenders, and/or
any of its or their agents and others, or to the extent there are, the same are
waived and released.

      Section 9.10 Enforcement Costs.

      The Borrower agrees to pay to the Agent on demand all Enforcement Costs
(including expenses and fees incurred by any Lender to the extent included in
the definition of Enforcement Costs), together with interest thereon from the
date following demand until paid in full at a per annum rate of interest equal
at all times to the Post-Default Rate. The Borrower, Berry UK and NIM Holdings
jointly and severally agree to pay to the Agent on demand all Enforcement Costs
which relate solely to the UK Obligations, together with interest thereon from
the date following demand until paid in full at a per annum rate of interest
equal at all times to the Post-Default Rate. Enforcement Costs shall be
immediately due and payable at the time advanced or incurred, whichever is
earlier. Without implying any limitation on the foregoing, the Borrower and to
the extent appropriate, Berry UK and NIM Holdings, jointly and severally agree,
as part of the Enforcement Costs, to pay upon demand any and all stamp and other
Taxes and fees payable or determined to be payable in connection with the
execution and delivery of this Agreement and the other Financing Documents and
to save the Agent and the Lenders harmless from and against any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay any Taxes or fees referred to in this Section. The provisions of this
Section shall survive the


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<PAGE>

execution and delivery of this Agreement, the repayment of the other Obligations
and shall survive the termination of this Agreement.

      Section 9.11 Applicable Law; Jurisdiction.

            9.11.1 Governing Law.

            As a material inducement to the Agent and the Lenders to enter into
this Agreement, the Borrower, Berry UK and NIM Holdings each acknowledges and
agrees that the Financing Documents, including, this Agreement, shall be
governed by the Laws of the State, as if each of the Financing Documents and
this Agreement had each been executed, delivered, administered and performed
solely within the State even though for the convenience and at the request of
the Borrower, Berry UK and/or NIM Holdings one or more of the Financing
Documents may be executed elsewhere. The Agent and the Lenders acknowledge,
however, that remedies under certain of the Financing Documents that relate to
property outside the State may be subject to the laws of the state in which the
property is located.

            9.11.2 Submission to Jurisdiction.

            The Borrower, Berry UK and NIM Holdings each irrevocably submits to
the jurisdiction of any state or federal court sitting in the State over any
suit, action or proceeding arising out of or relating to this Agreement or any
of the other Financing Documents. The Borrower, Berry UK and NIM Holdings each
irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding brought in any such court and any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient
forum. Final judgment in any such suit, action or proceeding brought in any such
court shall be conclusive and binding upon the Borrower, Berry UK and NIM
Holdings and may be enforced in any court in which the Borrower, Berry UK and/or
NIM Holdings is subject to jurisdiction, by a suit upon such judgment, provided
that service of process is effected upon the Borrower, Berry UK and NIM Holdings
in one of the manners specified in this Section or as otherwise permitted by
applicable Laws.

            9.11.3 Appointment of Agent for Service of Process.

            The Borrower, Berry UK and NIM Holdings each hereby irrevocably
designates and appoints CT Corporation System 300 East Lombard Street,
Baltimore, Maryland, 21202, as their respective agent to receive on their behalf
service of any and all process that may be served in any suit, action or
proceeding of the nature referred to in this Section in any state or federal
court sitting in the State. If such agent shall cease so to act, the Borrower,
Berry UK and NIM Holdings shall irrevocably designate and appoint without delay
another such agent in the State satisfactory to the Agent and shall promptly
deliver to the Agent evidence in writing of such other agent's acceptance of
such appointment and its agreement that such appointment shall be irrevocable.


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<PAGE>

            9.11.4 Service of Process.

            The Borrower, Berry UK and NIM Holdings each hereby consents to
process being served in any suit, action or proceeding of the nature referred to
in this Section by (a) the mailing of a copy thereof by registered or certified
mail, postage prepaid, return receipt requested, to the Borrower, Berry UK and
NIM Holdings at their respective address designated in or pursuant to Section
9.1 (Notices), and (b) serving a copy thereof upon the agent, if any, designated
and appointed by the Borrower, Berry UK and NIM Holdings as their respective
agent for service of process by or pursuant to this Section. The Borrower, Berry
UK and NIM Holdings each irrevocably agrees that such service (i) shall be
deemed in every respect effective service of process upon each of them in any
such suit, action or proceeding, and (ii) shall, to the fullest extent permitted
by law, be taken and held to be valid personal service upon the Borrower, Berry
UK and NIM Holdings. Nothing in this Section shall affect the right of the Agent
to serve process in any manner otherwise permitted by law or limit the right of
the Agent otherwise to bring proceedings against the Borrower, Berry UK and/or
NIM Holdings in the courts of any jurisdiction or jurisdictions.

      Section 9.12 Duplicate Originals and Counterparts.

      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.

      Section 9.13 Headings.

      The headings in this Agreement are included herein for convenience only,
shall not constitute a part of this Agreement for any other purpose, and shall
not be deemed to affect the meaning or construction of any of the provisions
hereof.

      Section 9.14 No Agency.

      Nothing herein contained shall be construed to constitute the Borrower,
Berry UK or NIM Holdings as the agent of the Agent or any of the Lenders for any
purpose whatsoever or to permit the Borrower, Berry UK or NIM Holdings to pledge
any of the credit of the Agent or any of the Lenders. Neither the Agent nor any
of the Lenders shall be responsible or liable for any shortage, discrepancy,
damage, loss or destruction of any part of the Collateral wherever the same may
be located and regardless of the cause thereof. Neither the Agent nor any of the
Lenders shall, by anything herein or in any of the Financing Documents or
otherwise, assume any of the Borrower's, Berry UK's, or NIM Holdings's
obligations under any contract or agreement assigned to the Agent and/or the
Lenders, and neither the Agent nor any of the Lenders shall be responsible in
any way for the performance by the Borrower, Berry UK or NIM Holdings of any of
the terms and conditions thereof.

      Section 9.15 Waiver of Trial by Jury.

      THE BORROWER, BERRY UK, NIM HOLDINGS, THE AGENT AND THE LENDERS HEREBY
JOINTLY AND SEVERALLY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH
THE BORROWER, BERRY UK,


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<PAGE>

NIM HOLDINGS, THE AGENT AND/OR ANY OR ALL OF THE LENDERS MAY BE PARTIES, ARISING
OUT OF OR IN ANY WAY PERTAINING TO (A) THIS AGREEMENT, (B) ANY OF THE FINANCING
DOCUMENTS, OR (C) THE COLLATERAL. THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY
JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING
CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT.

      This waiver is knowingly, willingly and voluntarily made by the Borrower,
Berry UK, NIM Holdings, the Agent and the Lenders, and the Borrower, Berry UK,
NIM Holdings, the Agent and the Lenders hereby represent that no representations
of fact or opinion have been made by any individual to induce this waiver of
trial by jury or to in any way modify or nullify its effect. The Borrower, Berry
UK, NIM Holdings, the Agent and the Lenders further represent that they have
been represented in the signing of this Agreement and in the making of this
waiver by independent legal counsel, selected of their own free will, and that
they have had the opportunity to discuss this waiver with counsel.

      Section 9.16 Liability of the Agent and the Lenders.

      The Borrower, Berry UK and NIM Holdings each hereby agrees that neither
the Agent nor any of the Lenders shall be chargeable for any negligence,
mistake, act or omission of any accountant, examiner, agency or attorney
employed by the Agent and/or any of the Lenders in making examinations,
investigations or collections, or otherwise in perfecting, maintaining,
protecting or realizing upon any lien or security interest or any other interest
in the Collateral or other security for the Obligations, except for acts of
gross negligence and willful misconduct.

      By inspecting the Collateral or any other properties of the Borrower,
Berry UK or NIM Holdings or by accepting or approving anything required to be
observed, performed or fulfilled by the Borrower, Berry UK or NIM Holdings or to
be given to the Agent and/or any of the Lenders pursuant to this Agreement or
any of the other Financing Documents, neither the Agent nor any of the Lenders
shall be deemed to have warranted or represented the condition, sufficiency,
legality, effectiveness or legal effect of the same, and such acceptance or
approval shall not constitute any warranty or representation with respect
thereto by the Agent and/or the Lenders.

      Section 9.17 Waiver of Certain Financial Covenants Contained in Original
Credit Agreement.

      The Agent and the Lenders hereby waive any Defaults or Events of Default
under the following provisions of the Original Credit Agreement which, prior to
the execution of this Agreement or for the period stated, existed under the
Original Credit Agreement; provided, however that this Section shall not be
deemed to waive any Defaults or Events of Default under this Agreement or after
the period stated, or any other Defaults or Events of Default arising out of
non-compliance by the Borrower, Berry UK or NIM Holdings with this Agreement,
whether or not the events, facts or circumstances giving rise to such
non-compliance existed on or prior to the date hereof:


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<PAGE>

      Section           Default
      -------           -------

      6.1.13(a)         Failure of the Borrower, Berry UK, NIM Holdings and the
                        Subsidiary Guarantors, on a consolidated basis, to
                        attain the required level of Tangible Capital Funds for
                        the measurement period ending March 31, 2000;

      6.1.13(b)         Failure of the Borrower, Berry UK, NIM Holdings and the
                        Subsidiary Guarantors, on a consolidated basis, to
                        satisfy the required ratio of Funded Debt to EBITDA for
                        the measurement period ending March 31, 2000;

      6.1.13(b)         Failure of Berry UK and NIM Holdings, on a consolidated
                        basis, to satisfy the required ratio of Funded Debt to
                        EBITDA for any measurement period from March 31, 2000
                        through and including December 31, 2000;

      6.1.13(c)         Failure of the Borrower, Berry UK, NIM Holdings and the
                        Subsidiary Guarantors, on a consolidated basis, to
                        satisfy the required the Interest Coverage Ratio for the
                        measurement period ending March 31, 2000;

      6.1.13(d)         Failure of the Borrower, Berry UK, NIM Holdings and the
                        Subsidiary Guarantors, on a consolidated basis, to
                        satisfy the required Fixed Charge Coverage Ratio for the
                        measurement period ending March 31, 2000;

      6.1.13(d)         Failure of Berry UK and NIM Holdings, on a consolidated
                        basis, to satisfy the required Fixed Charge Coverage
                        Ratio to be less than the amount required for any
                        measurement period from March 31, 2000 through and
                        including December 31, 2000; and

      6.1.13(e)         Failure of the Borrower, Berry UK, NIM Holdings and the
                        Subsidiary Guarantors, on a consolidated basis, to
                        satisfy the required Debt Service Coverage Ratio for the
                        measurement period ending March 31, 2000.

      Section 9.18 ENTIRE AGREEMENT.

      THIS AGREEMENT IS INTENDED BY THE AGENT, THE LENDERS, BERRY UK, NIM
HOLDINGS AND THE BORROWER TO BE A COMPLETE, EXCLUSIVE AND FINAL EXPRESSION OF
THE AGREEMENTS CONTAINED HEREIN. NEITHER THE AGENT, THE LENDERS NOR BERRY UK,
NIM HOLDINGS, OR THE BORROWER SHALL HEREAFTER HAVE ANY RIGHTS UNDER ANY PRIOR
AGREEMENTS PERTAINING TO THE MATTERS ADDRESSED BY THIS AGREEMENT BUT SHALL LOOK
SOLELY TO THIS AGREEMENT FOR DEFINITION AND DETERMINATION OF ALL OF THEIR
RESPECTIVE RIGHTS, LIABILITIES AND RESPONSIBILITIES UNDER THIS AGREEMENT.


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<PAGE>

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

WITNESS OR ATTEST:                  BERRY PLASTICS CORPORATION


_________________________           By:_______________________(Seal)
                                       James M. Kratochvil
                                       Executive Vice President

WITNESS OR ATTEST:                  NIM HOLDINGS LIMITED


_________________________           By:_______________________(Seal)
                                       James M. Kratochvil
                                       Vice President

WITNESS OR ATTEST:                  BERRY PLASTICS UK LIMITED


_________________________           By:_______________________(Seal)
                                       James M. Kratochvil
                                       Vice President

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


_________________________           By:______________________(Seal)
                                       Alison Gabis
                                       Vice President


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


_________________________           By:_______________________(Seal)
                                       Alison Gabis
                                       Vice President


                                      170
<PAGE>

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


_________________________           By:_______________________(Seal)
                                       Name:
                                       Title:

WITNESS:                            FLEET 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:  Wing C. Louie
                                       Title: Vice President

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


_________________________           By:_______________________(Seal)
                                       Name:  Stephen V. Rieger
                                       Title: Senior Vice President


                                      171
<PAGE>

                                LIST OF EXHIBITS

A-1.  Form of Borrowing Base Report

A-2   Form of UK Borrowing Base Report

B.    Wire Transfer Procedures

C-1.  Pro-Forma Financial Statements

C-2   Pro-Forma Balance Sheets

D.    Form of Compliance Certificate

E.    GE Capital Term Sheet
<PAGE>

                                LIST OF SCHEDULES

Schedule  1.1A   List of Account Debtors (concentrations)

Schedule  1.1B   Evansville Sale/Leaseback

Schedule  4.1.10 Litigation

Schedule  4.1.14 Scheduled Indebtedness for Borrowed Money

Schedule  4.1.20 Employee Relations Disclosures

Schedule  4.1.21 Hazardous Materials Disclosures

Schedule  4.1.22 Scheduled Permitted Liens

Schedule  4.1.24 Information on Names, Addresses and Locations

Schedule  6.2.5  Permitted Investments
<PAGE>

                                                                       Exhibit B
<PAGE>

                                                                       Exhibit C
<PAGE>

                                TABLE OF CONTENTS

ARTICLE I DEFINITIONS                                                          3
Section 1.1   Certain Defined Terms.                                           3
Section 1.2   Accounting Terms and Other Definitional Provisions.             50
ARTICLE II THE CREDIT FACILITIES                                              51
Section 2.1   The Revolving Credit Facility.                                  51
    2.1.1   Revolving Credit Facility.                                        51
    2.1.2   Procedure for Making Advances Under the Revolving Loan.           52
    2.1.3   Borrowing Base.                                                   53
    2.1.4   Borrowing Base Report.                                            54
    2.1.5   Revolving Credit Notes.                                           55
    2.1.6   Mandatory Prepayments of Revolving Loan.                          55
    2.1.7   Optional Prepayments of Revolving Loan.                           55
    2.1.8   The Collateral Account.                                           56
    2.1.9   Revolving Loan Account.                                           57
    2.1.10  Revolving Credit Unused Line Fee.                                 57
    2.1.11  Optional Reduction of Revolving Credit Committed Amount.          58
    2.1.12  Required Availability under the Revolving Credit Facility.        58
Section 2.2   The Term Loan A Facility.                                       59
    2.2.1   Term Loan A Commitments.                                          59
    2.2.2   Amortization of Term Loans A; the Term Loan A Notes.              60
    2.2.3   Mandatory Prepayments of Term Loans A.                            60
    2.2.4   Optional Prepayments of Term Loans A.                             62
Section 2.3   Term Loan B Facility.                                           62
    2.3.1   Term Loan B Commitments.                                          62
    2.3.2   Amortization of Term Loans B; the Term Loan B Notes.              63
    2.3.3   Mandatory Prepayments of Term Loan B.                             63
    2.3.4   Optional Prepayments of Term Loans B.                             64
    2.3.5   Term Loan B Fees.                                                 64
Section 2.4   The Letter of Credit Facility.                                  64
    2.4.1   Letters of Credit.                                                64
    2.4.2   Letter of Credit Fees.                                            65
    2.4.3   Terms of Letters of Credit; Post-Expiration Date Letters of
             Credit.                                                          65
    2.4.4   Procedures for Letters of Credit.                                 66
    2.4.5   Payments of Letters of Credit.                                    67
Section 2.5   The Bond Letter of Credit Facility.                             68
    2.5.1   Bond Letter of Credit.                                            68
    2.5.2   Bond Letter of Credit Fees.                                       68
    2.5.3   Terms of Nevada Bond Letter of Credit.                            69
    2.5.4   Payments of Bond Letters of Credit.                               69
Section 2.6   The UK Revolving Credit Facility.                               71
    2.6.1   UK Revolving Credit Facility.                                     71
    2.6.2   Procedure for Making Advances Under the UK Revolving Loan.        72
    2.6.3   UK Borrowing Base.                                                72
    2.6.4   UK Borrowing Base Report.                                         73
    2.6.5   UK Revolving Credit Note.                                         74
    2.6.6   Mandatory Prepayments of UK Revolving Loan.                       75
    2.6.7   Optional Prepayments of UK Revolving Loan.                        75
    2.6.8   UK Revolving Loan Account.                                        75
    2.6.9   UK Revolving Credit Facility Fee.                                 76
Section 2.7   UK Term Loan Facility.                                          76
    2.7.1   UK Term Loan Commitments.                                         76
<PAGE>

    2.7.2   Amortization of UK Term Loan; the UK Term Loan Note.              77
    2.7.3   Mandatory Prepayments of UK Term Loan.                            78
    2.7.4   Optional Prepayments of UK Term Loan.                             78
Section 2.8   General Letter of Credit Provisions and Participation
               Provisions for UK Credit Facilities.                           79
    2.8.1   Procedures for Letters of Credit and Bond Letters of Credit.      79
    2.8.2   General Letter of Credit Provisions.                              79
    2.8.3   Participations in the Letters of Credit and the Bond Letters of
             Credit.                                                          80
    2.8.4   Payments by the Lenders to the Agent.                             81
    2.8.5   Participations in the UK Credit Facilities.                       82
Section 2.9   Interest.                                                       84
    2.9.1   Applicable Interest Rates.                                        84
    2.9.2   Selection of Interest Rates.                                      85
    2.9.3   Inability to Determine LIBOR Base Rate.                           87
    2.9.4   Indemnity.                                                        88
    2.9.5   Payment of Interest.                                              89
Section 2.10   General Financing Provisions.                                  89
    2.10.1   Borrower's Representatives.                                      89
    2.10.2   Use of Proceeds of the Loans.                                    90
    2.10.3   Field Examination Fees.                                          90
    2.10.4   Commitment Fee.                                                  90
    2.10.5   Consent Fee.                                                     91
    2.10.6   Computation of Interest and Fees.                                91
    2.10.7   Payments.                                                        91
    2.10.8   Liens; Setoff.                                                   92
    2.10.9   Requirements of Law.                                             92
    2.10.10  Funds Transfer Services.                                         93
    2.10.11  Limitations on Joint and Several Liability for Obligations.      94
Section 2.11 Settlement Among Lenders.                                        94
    2.11.1   Term Loans.                                                      94
    2.11.2   Revolving Loan.                                                  94
    2.11.3   Settlement Procedures as to Revolving Loan.                      95
    2.11.4   Settlement of Other Obligations.                                 98
    2.11.5   Presumption of Payment.                                          98
ARTICLE III THE COLLATERAL                                                    99
Section 3.1   Debt and Obligations Secured.                                   99
Section 3.2   Grant of Liens.                                                100
Section 3.3   Collateral Disclosure List.                                    101
Section 3.4   Personal Property.                                             101
    3.4.1   Securities, Chattel Paper, Promissory Notes, etc.                102
    3.4.2   Patents, Copyrights and Other Property Requiring Additional
             Steps to Perfect.                                               103
Section 3.5   Record Searches.                                               103
Section 3.6   Real Property.                                                 103
Section 3.7   Subsidiary Guarantor Assets.                                   105
Section 3.8   Costs.                                                         105
Section 3.9   Release.                                                       106
Section 3.10  Inconsistent Provisions.                                       106
ARTICLE IV REPRESENTATIONS AND WARRANTIES                                    106
Section 4.1   Representations and Warranties.                                106
    4.1.1   Subsidiaries.                                                    106
    4.1.2   Good Standing.                                                   106
    4.1.3   Power and Authority.                                             107
<PAGE>

    4.1.4   Binding Agreements.                                              107
    4.1.5   No Conflicts.                                                    107
    4.1.6   No Defaults, Violations. As of the date of this Agreement:       107
    4.1.7   Compliance with Laws.                                            108
    4.1.8   Margin Stock.                                                    108
    4.1.9   Investment Company Act; Margin Securities.                       108
    4.1.10  Litigation.                                                      108
    4.1.11  Financial Condition.                                             109
    4.1.12  Pro-forma Financial Statements.                                  109
    4.1.13  Full Disclosure.                                                 109
    4.1.14  Indebtedness for Borrowed Money.                                 110
    4.1.15  Subordinated Debt; Senior Secured Debt.                          110
    4.1.16  Taxes.                                                           110
    4.1.17  ERISA.                                                           110
    4.1.18  Title to Properties.                                             111
    4.1.19  Patents, Trademarks, Etc.                                        111
    4.1.20  Employee Relations.                                              111
    4.1.21  Presence of Hazardous Materials or Hazardous Materials
             Contamination.                                                  112
    4.1.22  Perfection and Priority of Collateral.                           112
    4.1.23  Places of Business and Location of Collateral.                   112
    4.1.24  Business Names and Addresses.                                    112
    4.1.25  Equipment.                                                       113
    4.1.26  Inventory.                                                       113
    4.1.27  Accounts.                                                        113
    4.1.28  Poly-Seal Stock Purchase Transaction.                            113
    4.1.29  Hart-Scott-Rodino.                                               113
    4.1.30  Credit Facilities.                                               113
Section 4.2 Survival; Updates of Representations and Warranties.             114
ARTICLE V CONDITIONS PRECEDENT                                               114
Section 5.1   Conditions to the Initial Advance and Initial Letter of
                Credit.                                                      114
    5.1.1   Organizational Documents - Borrower, Berry UK and NIM Holdings.  115
    5.1.2   Opinion of Counsel.                                              115
    5.1.3   Organizational Documents - Guarantors.                           115
    5.1.4   Consents, Licenses, Approvals, Etc.                              116
    5.1.5   Notes.                                                           116
    5.1.6   Financing Documents and Collateral.                              116
    5.1.7   Other Financing Documents.                                       117
    5.1.8   Other Documents, Etc.                                            117
    5.1.9   Payment of Fees.                                                 117
    5.1.10  Collateral Disclosure List.                                      117
    5.1.11  Recordings and Filings.                                          117
    5.1.12  Insurance Certificate.                                           117
    5.1.13  Landlord's Waivers.                                              118
    5.1.14  Bailee Acknowledgements.                                         118
    5.1.15  Field Examination.                                               118
    5.1.16  Appraisal.                                                       118
    5.1.17  Pro-forma Balance Sheet and Projections.                         118
    5.1.18  Stock Certificates and Stock Powers.                             118
    5.1.19  Poly-Seal Stock Purchase Agreement Transaction.                  119
    5.1.20  Environmental Reports.                                           119
    5.1.21  Financial Statements.                                            119
Section 5.2   Conditions to all Extensions of Credit.                        120
    5.2.1   Default.                                                         120
    5.2.2   Representations and Warranties.                                  120
    5.2.3   Adverse Change.                                                  120
<PAGE>

    5.2.4   Legal Matters.                                                   120
ARTICLE VI COVENANTS OF THE BORROWER                                         120
Section 6.1   Affirmative Covenants.                                         120
    6.1.1   Financial Statements.                                            121
    6.1.2   Reports to SEC and to Stockholders.                              123
    6.1.3   Recordkeeping, Rights of Inspection, Field Examination, Etc.     123
    6.1.4   Corporate Existence.                                             124
    6.1.5   Compliance with Laws.                                            125
    6.1.6   Preservation of Properties.                                      125
    6.1.7   Line of Business.                                                125
    6.1.8   Insurance.                                                       125
    6.1.9   Taxes.                                                           126
    6.1.10  ERISA.                                                           126
    6.1.11  Notification of Events of Default and Adverse Developments.      126
    6.1.12  Hazardous Materials; Contamination.                              127
    6.1.13  Financial Covenants.                                             128
    6.1.14  Collection of Accounts.                                          129
    6.1.15  Government Accounts.                                             130
    6.1.16  Inventory.                                                       130
    6.1.17  Insurance With Respect to Equipment and Inventory.               130
    6.1.18  Maintenance of the Collateral.                                   131
    6.1.19  Defense of Title and Further Assurances.                         131
    6.1.20  Business Names; Locations.                                       132
    6.1.21  Subsequent Opinion of Counsel as to Recording Requirements.      132
    6.1.22  Use of Premises and Equipment.                                   132
    6.1.23  Protection of Collateral.                                        133
    6.1.24  Application of Net Casualty Proceeds.                            133
Section 6.2   Negative Covenants.                                            133
    6.2.1   Capital Structure, Merger, Acquisition or Sale of Assets.        133
    6.2.2   Subsidiaries.                                                    134
    6.2.3   Purchase or Redemption of Securities, Dividend Restrictions.     135
    6.2.4   Indebtedness.                                                    135
    6.2.5   Investments, Loans and Other Transactions.                       138
    6.2.6   Capital Expenditures.                                            139
    6.2.7   Stock of Subsidiaries.                                           139
    6.2.8   Subordinated Indebtedness.                                       139
    6.2.9   Liens.                                                           140
    6.2.10  Transactions with Affiliates.                                    140
    6.2.11  ERISA Compliance.                                                141
    6.2.12  Prohibition on Hazardous Materials.                              141
    6.2.13  Amendments.                                                      141
    6.2.14  Method of Accounting; Fiscal Year.                               141
    6.2.15  Transfer of Collateral.                                          141
    6.2.16  Sale and Leaseback.                                              142
ARTICLE VII DEFAULT AND RIGHTS AND REMEDIES                                  142
Section 7.1   Events of Default.                                             142
    7.1.1   Failure to Pay.                                                  143
    7.1.2   Breach of Representations and Warranties.                        143
    7.1.3   Failure to Comply with Certain Covenants.                        143
    7.1.4   Failure to Comply with Other Covenants.                          143
    7.1.5   Default Under Other Financing Documents or Obligations.          143
    7.1.6   Receiver; Bankruptcy.                                            144
    7.1.7   Involuntary Bankruptcy, etc.                                     144
    7.1.8   Judgment.                                                        144
    7.1.9   Execution; Attachment.                                           145
<PAGE>

    7.1.10  Default Under Other Borrowings.                                  145
    7.1.11  Challenge to Agreements.                                         145
    7.1.12  Material Adverse Change.                                         145
    7.1.13  Change in Ownership.                                             145
    7.1.14  Liquidation, Termination, Dissolution, Change in Management,
              etc.                                                           146
    7.1.15  Parent Line of Business.                                         146
    7.1.16  Failure to Pay Senior Secured Debt - Parent.                     146
Section 7.2   Remedies.                                                      146
    7.2.1   Acceleration.                                                    146
    7.2.2   Further Advances.                                                146
    7.2.3   Uniform Commercial Code.                                         147
    7.2.4   Specific Rights With Regard to Collateral.                       148
    7.2.5   Application of Proceeds.                                         149
    7.2.6   Performance by Agent.                                            149
    7.2.7   Other Remedies.                                                  150
ARTICLE VIII THE AGENT                                                       150
Section 8.1   Appointment.                                                   150
Section 8.2   Nature of Duties.                                              151
    8.2.1   In General.                                                      151
    8.2.2   Express Authorization.                                           151
Section 8.3   Rights, Exculpation, Etc.                                      152
Section 8.4   Reliance.                                                      153
Section 8.5   Indemnification.                                               153
Section 8.6  Bank of America Individually.                                   154
Section 8.7   Successor Agent.                                               154
    8.7.1   Resignation.                                                     154
    8.7.2   Appointment of Successor.                                        154
    8.7.3   Successor Agent.                                                 154
Section 8.8   Collateral Matters.                                            155
    8.8.1   Release of Collateral.                                           155
    8.8.2   Confirmation of Authority, Execution of Releases.                155
    8.8.3   Absence of Duty.                                                 156
Section 8.9   Agency Fee.                                                    156
Section 8.10  Agency for Perfection.                                         156
Section 8.11  Exercise of Remedies.                                          157
Section 8.12  Consents.                                                      157
Section 8.13  Circumstances Where Consent of all of the Lenders is Required. 158
Section 8.14  Dissemination of Information.                                  158
Section 8.15  Discretionary Advances.                                        159
ARTICLE IX MISCELLANEOUS                                                     159
Section 9.1   Notices.                                                       159
Section 9.2   Amendments; Waivers.                                           161
Section 9.3   Cumulative Remedies.                                           162
Section 9.4   Severability.                                                  162
Section 9.5   Assignments by Lenders.                                        163
Section 9.6   Participations by Lenders.                                     164
Section 9.7   Disclosure of Information by Lenders.                          164
Section 9.8   Successors and Assigns.                                        165
Section 9.9   Continuing Agreements.                                         165
Section 9.10  Enforcement Costs.                                             165
<PAGE>

Section 9.11  Applicable Law; Jurisdiction.                                  166

    9.11.1   Governing Law.                                                  166
    9.11.2   Submission to Jurisdiction.                                     166
    9.11.3   Appointment of Agent for Service of Process.                    166
    9.11.4   Service of Process.                                             167
Section 9.12   Duplicate Originals and Counterparts.                         167
Section 9.13   Headings.                                                     167
Section 9.14   No Agency.                                                    167
Section 9.15   Waiver of Trial by Jury.                                      167
Section 9.16   Liability of the Agent and the Lenders.                       168
Section 9.17   Waiver of Certain Financial Covenants Contained in Original
                Credit Agreement.                                            168
Section 9.18   Entire Agreement.                                             169