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                                                                   EXHIBIT 10.60


        SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         This Second Amendment to Second Amended and Restated Credit Agreement
(herein, the "Amendment") is made as of February 8, 2005, by and among Morton
Industrial Group, Inc., a Georgia corporation (the "Borrower"), the Lenders
party to the Credit Agreement hereinafter identified and defined, and Harris
Trust and Savings Bank, as Agent for the Lenders (in such capacity, the
"Agent").


                                    RECITALS

         A. The Lenders currently extend credit to the Borrower on the terms and
conditions set forth in that certain Second Amended and Restated Credit
Agreement dated as of March 26, 2004, as amended, by and among the Borrower, the
Guarantors, the Lenders and the Agent (the "Credit Agreement"). All capitalized
terms used herein without definition shall have the same meanings herein as such
terms have in the Credit Agreement.

         B. The Borrower has requested that the Lenders amend certain provisions
of the Borrowing Base and certain financial covenants set forth in the Credit
Agreement, and the Lenders are willing to do so on the terms and conditions set
forth in this Agreement.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

SECTION 1.     AMENDMENTS.

         Subject to the satisfaction of the conditions precedent set forth in,
and effective from and after the date specifically set forth in, Section 2
below, the Credit Agreement shall be and hereby is amended as follows:

         1.1. The definition of "Borrowing Base" set forth in Section 5.1 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

                    "Borrowing Base" means, as of any time it is to be
              determined, the sum of:

                    (a) 85% of the then net book value of Eligible Accounts
              (computed using the method of receivables valuation applied by the
              Borrower in accordance with GAAP which reflects such value as the
              net book value of its receivables, except that net book value for
              such purposes shall not reflect any reserve for accounts more than
              ninety days past due that have already been excluded from gross
              accounts in computing such Eligible Accounts) less such other
              reserves for uncollectibility, location of account debtor, contras
              and other matters as the Agent or Required Lenders in good

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              faith shall from time to time reasonably deem appropriate to
              adjust such net book value; plus

                    (b) the lesser of (x) $13,000,000 and (y) 60% of the value
              (computed at its cost using the method of inventory valuation
              applied by the Borrower in accordance with GAAP which reflects
              such cost on the Borrower's books as its net book value, but in
              any event after reducing such value as so computed by the
              aggregate amount of all reserves for obsolescence, slow-moving
              items, shrinkage and all such other matters as the Agent or
              Required Lenders in good faith shall from time to time reasonably
              deem appropriate to adjust such net book value) of Eligible
              Inventory, provided that, in no event shall the amount computed
              pursuant to this clause (b) exceed 60% of the Borrowing Base;
              minus

                    (c) a general reserve in the amount of $500,000;

              provided that (A) the Borrowing Base shall be computed only as
              against and on so much of the Collateral as is included on the
              certificates to be furnished from time to time by the Borrower
              pursuant to Section 8.5(f) hereof and, if required by the Agent
              pursuant to any of the terms hereof or any Collateral Document, as
              verified by such other evidence required to be furnished to the
              Agent pursuant hereto or pursuant to any such Collateral Document,
              and (B) the Agent shall have the right to adjust the advance rates
              against Eligible Receivables and Eligible Inventory based solely
              on the commercially reasonable exercise of its credit judgment
              based on the results of any field audit of any Collateral which
              reasonably supports any such adjustment and the Agent shall notify
              the Borrower of any such adjustment to the advance rates promptly
              following such adjustment.

              Notwithstanding any other provision of this definition of
              "Borrowing Base" to the contrary: (i) the amount of Eligible
              Accounts otherwise included in the Borrowing Base shall be
              reduced, dollar for dollar, by a reserve equal to the greater of
              (a) the amount (if any) by which (x) the aggregate amount of
              accounts payable owing by the Borrower and its Subsidiaries to
              Deere and Caterpillar together and their respective Affiliates for
              inventory and supplies purchased (the "Deere/Caterpillar
              Payables") at any time exceeds (y) $8,000,000 or (b) the sum of
              (A) the amount (if any) by which (x) the aggregate amount of
              accounts payable owing by the Borrower and its Subsidiaries to
              Deere and its Affiliates for inventory and supplies purchased (the
              "Deere Payables") at any time exceeds (y) $5,000,000 and (B) the
              amount (if any) by which (x) the aggregate amount of accounts
              payable owing by the


                                      -2-
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              Borrower and its Subsidiaries to Caterpillar and its Affiliates
              for inventory and supplies purchased (the "Caterpillar Payables")
              at any time exceeds (y) $4,000,000; (ii) no reserve will be
              imposed in computing the Borrowing Base as of any time solely in
              respect of the Deere/Caterpillar Payables, Deere Payables or
              Caterpillar Payables to the extent the same do not exceed such
              respective limits; and (iii) the Agent and the Required Lenders
              shall have the right to impose reserves for other matters arising
              in connection with receivables owing by Deere and Caterpillar and
              to otherwise impose reserves in accordance with the Credit
              Agreement.

         1.2. Section 8.10 of the Credit Agreement is hereby amended by (i)
deleting the amount "$4,800,000" for fiscal year 2004 and replacing it with the
amount "$5,400,000," and (ii) deleting the amount "$5,200,000" for fiscal year
2005 and replacing it with the amount "$5,500,000."

         1.3. Section 8.14(b) of the Credit Agreement is hereby amended by
deleting the amount "$7,800,000" for the fiscal year 2005 and replacing it with
the amount "$8,000,000."

         1.4. Exhibit H to the Credit Agreement is hereby amended and restated
to read in its entirety as set forth on the revised Exhibit H attached hereto.

SECTION 2.     CONDITIONS PRECEDENT.

         Upon the satisfaction of all the following conditions precedent, this
Amendment shall be, and is hereby agreed to by the parties hereto to be,
effective from and after December 31, 2004:

         2.1. The Borrower, the Agent, the Lenders and the Guarantors shall have
executed and delivered this Amendment.

         2.2. The Agent shall have received copies (executed or certified, as
may be appropriate) of all legal documents or proceedings taken in connection
with the execution and delivery of this Amendment to the extent the Agent or its
counsel may reasonably request.

         2.3. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Agent and its counsel.

         2.4. The Agent shall have received a certified copy of an amendment to
the Note Purchase Agreement increasing the capital expenditures limitation
covenant to an amount not less than $5,400,000 for fiscal year 2004 and which
shall be in form and substance acceptable to the Agent.


                                      -3-
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SECTION 3.     REPRESENTATIONS.

         In order to induce the Lenders to execute and deliver this Amendment,
the Borrower hereby represents to the Lenders that as of the date hereof, and
after giving effect to this Amendment, (a) the representations and warranties
set forth in Section 6 of the Credit Agreement are and shall be and remain true
and correct in all material respects (except that for purposes of this paragraph
the representations contained in Section 6.5 shall be deemed to refer to the
most recent financial statements of the Borrower delivered to the Lenders) and
(b) the Borrower is in full compliance with all of the terms and conditions of
the Credit Agreement after giving effect to this Amendment and no Default or
Event of Default has occurred and is continuing under the Credit Agreement or
shall result after giving effect to this Amendment.

SECTION 4.     MISCELLANEOUS.

         4.1. The Borrower and certain of its Subsidiaries have heretofore
executed and delivered to the Agent and the Lenders certain of the Collateral
Documents. The Borrower hereby acknowledges and agrees that, notwithstanding the
execution and delivery of this Amendment, the Collateral Documents remain in
full force and effect and the rights and remedies of the Agent and the Lenders
thereunder, the obligations of the Borrower and its Subsidiaries thereunder, and
the liens and security interests created and provided for thereunder remain in
full force and effect and shall not be affected, impaired, or discharged hereby.
Nothing herein contained shall in any manner affect or impair the priority of
the liens and security interests created and provided for by the Collateral
Documents as to the indebtedness which would be secured thereby prior to giving
effect to this Amendment.

         4.2. Except as specifically amended herein or waived hereby, the Credit
Agreement shall continue in full force and effect in accordance with its
original terms. Reference to this specific Amendment need not be made in the
Credit Agreement, the Notes, or any other instrument or document executed in
connection therewith, or in any certificate, letter or communication issued or
made pursuant to or with respect to the Credit Agreement, any reference in any
of such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.

         4.3. The Borrower agrees to pay all reasonable out-of-pocket costs and
expenses incurred by the Agent and the Lenders in connection with the
preparation, execution and delivery of this Amendment and the documents and
transactions contemplated hereby, including the reasonable fees and expenses of
counsel for the Agent with respect to the foregoing.

         4.4. This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.


                           [SIGNATURE PAGES TO FOLLOW]



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         This Second Amendment to Second Amended and Restated Credit Agreement
is entered into by the parties hereto as of the date and year first above
written.

                                        MORTON INDUSTRIAL GROUP, INC.


                                        By /s/ Rodney B. Harrison
                                           Name   Rodney B. Harrison
                                                --------------------------------
                                           Title  VP of Finance
                                                 -------------------------------

                                        Accepted and agreed to:

                                        HARRIS TRUST AND SAVINGS BANK


                                        By  /s/ Lee A. Vandermyde
                                           Name   Lee A. Vandermyde
                                                --------------------------------
                                           Title  Managing Director
                                                 -------------------------------

                                        NATIONAL CITY BANK OF THE MIDWEST


                                        By  /s/ Michael A. Zeller
                                           Name   Michael A. Zeller
                                                --------------------------------
                                           Title  Vice President
                                                 -------------------------------

                                        JPMORGAN CHASE BANK, N.A. (formerly
                                          known as Bank One, N.A.)


                                        By  /s/ James M. Corkery
                                           Name   James M. Corkery
                                                --------------------------------
                                           Title  First VP
                                                 -------------------------------




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                     GUARANTORS' ACKNOWLEDGEMENT AND CONSENT

         Each of the undersigned hereby acknowledges and agrees that it is a
Guarantor under the terms of Section 11 of the Credit Agreement and, as such,
has executed and delivered certain Collateral Documents pursuant to the Credit
Agreement. The undersigned hereby consent to the Second Amendment to Second
Amended and Restated Credit Agreement as set forth above and agree to the terms
thereof, and the undersigned hereby confirm that their guaranties and the
Collateral Documents executed by them, and all of the obligations of the
undersigned thereunder, remain in full force and effect. The undersigned further
agree that the consent of the undersigned to any further amendments to the
Credit Agreement shall not be required as a result of this consent having been
obtained. The undersigned acknowledge the Lenders are relying on this
acknowledgement and consent in entering into the Second Amendment to Second
Amended and Restated Credit Agreement with the Borrower.

                                        MORTON METALCRAFT CO.


                                        By  /s/ Daryl R. Lindemann
                                           Name   Daryl R. Lindemann
                                                --------------------------------
                                           Title  Vice President
                                                 -------------------------------

                                        MORTON METALCRAFT CO. OF NORTH CAROLINA


                                        By  /s/ Daryl R. Lindemann
                                           Name   Daryl R. Lindemann
                                                --------------------------------
                                           Title  Vice President
                                                 -------------------------------


                                        MORTON METALCRAFT CO. OF SOUTH CAROLINA


                                        By  /s/ Daryl R. Lindemann
                                           Name   Daryl R. Lindemann
                                                --------------------------------
                                           Title  Vice President
                                                 -------------------------------

                                        MID CENTRAL PLASTICS, INC.


                                        By  /s/ Daryl R. Lindemann
                                           Name   Daryl R. Lindemann
                                                --------------------------------
                                           Title  Vice President
                                                 -------------------------------



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                                        B&W METAL FABRICATORS, INC.

                                        By  /s/ Daryl R. Lindemann
                                           Name   Daryl R. Lindemann
                                                --------------------------------
                                           Title  Vice President
                                                 -------------------------------



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                                    EXHIBIT H


                          MORTON INDUSTRIAL GROUP, INC.


                           BORROWING BASE CERTIFICATE


To:  Harris Trust and Savings Bank, as
     Agent under, and the Lenders party
     to, the Credit Agreement described
     below.

     Pursuant to the terms of the Credit Agreement dated as of March 26, 2004,
among us (as extended, renewed, amended or restated from time to time, the
"Credit Agreement"), we submit this Borrowing Base Certificate to you and
certify that the information set forth below and on any attachments to this
Certificate is true, correct and complete as of the date of this Certificate.

A.   ACCOUNTS RECEIVABLE IN BORROWING BASE

     1.  Gross accounts receivable                                   ___________

         Less

         (a) Ineligible sales                           ___________

         (b) Owed by an account debtor who is an        ___________
             Affiliate

         (c) Owed by an account debtor who is in an     ___________
             insolvency or reorganization proceeding

         (d) Credits/allowances                         ___________

         (e) Unpaid more than 90 days from due date     ___________

         (f) Ineligible terms (e.g., due date more than ___________
             60 days from invoice date)

         (g) 25% taint factor                           ___________

         (h) Otherwise ineligible                       ___________

     2.  Total Deductions (sum of lines A1a - A1h)                   ___________

     3.  Eligible accounts receivable (line A1 minus                 ___________
         line A2)

     4.  Eligible accounts receivable in Borrowing                   ___________
         Base (line A3 x .85)

     5.  Deere/Caterpillar Reserve Amount                            ___________


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     6.  Net Borrowing Base value of accounts                        ___________
         receivable (line A4 minus line A5)

B.   INVENTORY IN BORROWING BASE

     1.  Gross inventory of Finished Goods and Raw                   ___________
         Materials

     2.  Less

         (a) Finished Goods and Raw Materials not       ___________
             located at approved locations

         (b) Obsolete, slow moving, or not              ___________
             merchantable

         (c) Otherwise ineligible                       ___________

     2.  Total Deductions (sum of lines B2a - B2c                    ___________
         above)

     3.  Eligible Inventory (line B1 minus line B2)                  ___________

     4.  Eligible Inventory in Borrowing Base before                 ___________
         cap (line B3 x .60)

     5.  Inventory cap ($13,000,000)                                 ___________

     6.  Eligible Inventory in Borrowing Base (lesser                ___________
         of line B4 or line B5)

C.   TOTAL BORROWING BASE

     1.  Line A6                                        ___________

     2.  Line B6(1)                                     ___________

     3.  Sum of Lines C1 and C2                         ___________

     4.  General reserve                                ___________

     5.  Line C3 minus Line C4 (Borrowing Base)         ___________

D.   REVOLVING CREDIT ADVANCES

     1.  Loans                                          ___________


---------------------
(1)  If Line B6 would otherwise exceed 60% of the total Borrowing Base, insert
          the largest amount which would not exceed 60% of the total Borrowing
          Base as shown on Line C5 (as recomputed including such smaller amount
          on Line C2).


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     2.  Letters of Credit                              ___________

     3.  Total Outstandings (line D1 plus D2)                        ___________

E.   AVAILABLE BORROWING BASE COLLATERAL

         (line C5 minus line D3)                                     ___________

     Dated as of this ______ day of __________________.

                                        MORTON INDUSTRIAL GROUP, INC.


                                        By
                                           Name
                                                --------------------------------
                                           Title
                                                 -------------------------------


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