Exhibit 10.44

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This
Third Amendment to Amended and Restated Credit Agreement (herein, the"Amendment") is made as of February 28, 2003, 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 Amended and Restated Credit Agreement dated as of
February 25, 2002, 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 extend the final maturity date of the Term Loans and the Revolving Credit, and make certain changes to the financial covenants
and the Borrowing Base and certain other terms and provisions set forth in the Credit Agreement, and the Lenders are willing to agree to such changes, all on the terms and conditions herein set forth.

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 Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

1.1.    Section 1.2
of the Credit Agreement is hereby amended by deleting the last sentence thereof and replacing it with a new sentence to read in its entirety as
follows:



1.2.    Section 3.1(e)
of the Credit Agreement is hereby amended and restated to read in its entirety as follows:



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1.3.    Section 3.3(a)
of the Credit Agreement is hereby amended and restated to read in its entirety as follows:



1.4.    Section 3.3(d)
of the Credit Agreement is hereby amended by deleting the words "due on July 1, 2003" at the conclusion thereof and replacing them with the
words "due on April 1, 2004".

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



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



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1.7.    The
definitions of"EBIT"and"EBITDA"set forth in Section 5.1
of the Credit Agreement are each hereby amended and restated to read in their entirety as follows:



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



1.9.    The
definition of"Other Asset Value"set forth in Section 5.1 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:



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



1.11.    Section 5.1
of the Credit Agreement is hereby amended by adding a new definition of"Third Amendment Effective
Date"thereto in its appropriate order in the alphabetical sequence, such definition to read in its entirety as follows:



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1.12.    Section 8.6
of the Credit Agreement is hereby amended and restated to read in its entirety as follows:



PERIOD ENDING ON OR ABOUT

INTEREST COVERAGE RATIO
SHALL NOT BE LESS THANJanuary 31, 2003

0.75 to 1.0February 28, 2003

0.70 to 1.0March 31, 2003

0.65 to 1.0April 30, 2003

0.65 to 1.0May 31, 2003

0.58 to 1.0June 30, 2003

0.65 to 1.0July 31, 2003

0.74 to 1.0August 31, 2003

0.80 to 1.0September 30, 2003

0.80 to 1.0October 31, 2003

0.85 to 1.0November 30, 2003

0.95 to 1.0December 31, 2003

1.05 to 1.0January 31, 2004

1.05 to 1.0February 28, 2004

1.05 to 1.0March 31, 2004

1.05 to 1.0


1.13.    Section 8.7
of the Credit Agreement is hereby amended and restated to read in its entirety as follows:



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PERIOD ENDING ON OR ABOUT

CASH FLOW LEVERAGE
RATIO SHALL NOT
BE GREATER THANJanuary 31, 2003

5.20 to 1.0February 28, 2003

5.20 to 1.0March 31, 2003

5.40 to 1.0April 30, 2003

5.35 to 1.0May 31, 2003

5.50 to 1.0June 30, 2003

5.45 to 1.0July 31, 2003

5.10 to 1.0August 31, 2003

5.00 to 1.0September 30, 2003

5.00 to 1.0October 31, 2003

4.90 to 1.0November 30, 2003

4.75 to 1.0December 31, 2003

4.60 to 1.0January 31, 2004

4.50 to 1.0February 28, 2004

4.40 to 1.0March 31, 2004

4.20 to 1.0


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1.14.    Section 8.8
of the Credit Agreement is hereby amended and restated to read in its entirety as follows:



TWELVE FISCAL MONTH
PERIOD ENDING

EBITDA SHALL NOT
BE LESS THAN:January 31, 2003

$
10,100,000February 28, 2003

$
9,700,000March 31, 2003

$
9,400,000April 30, 2003

$
9,400,000May 31, 2003

$
9,200,000June 30, 2003

$
9,200,000July 31, 2003

$
9,400,000August 31, 2003

$
9,600,000September 30, 2003

$
9,600,000October 31, 2003

$
9,600,000November 30, 2003

$
9,800,000December 31, 2003

$
10,000,000January 1, 2004

$
10,100,000February 1, 2004

$
10,100,000March 1, 2004

$
10,100,000


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1.15.    Section 8.9
of the Credit Agreement is hereby amended and restated to read in its entirety as follows:



PERIOD ENDING ON OR ABOUT

FIXED CHARGE LEVERAGE
RATIO SHALL NOT BE
GREATER THANJanuary 31, 2003

0.95 to 1.0February 28, 2003

0.95 to 1.0March 31, 2003

0.95 to 1.0April 30, 2003

0.94 to 1.0May 31, 2003

0.91 to 1.0June 30, 2003

0.93 to 1.0July 31, 2003

0.95 to 1.0August 31, 2003

0.98 to 1.0September 30, 2003

0.98 to 1.0October 31, 2003

0.98 to 1.0November 30, 2003

1.00 to 1.0December 31, 2003

1.05 to 1.0January 31, 2004

1.10 to 1.0February 28, 2004

1.10 to 1.0March 31, 2004

1.15 to 1.0


1.16.    Section 8.10
of the Credit Agreement is hereby amended and restated to read in its entirety as follows:



SECTION 2.    CONDITIONS
PRECEDENT.

The
effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

2.1.    The
Borrower, the Agent, and the Lenders shall have executed and delivered this Amendment, and the Guarantors shall have executed and delivered their consent to this
Amendment in the space provided for that purpose below.

2.2.    The
Borrower and the holders of the Bank Warrants shall have executed and delivered amendments thereto in form satisfactory to each such holder extending the Expiration
Dates (as defined in the Bank Warrants) to December 31, 2005.

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2.3.    The
Borrower shall have delivered to the Agent certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor authorizing the execution
and delivery of this Amendment.

2.4.    Legal
matters incident to this Amendment shall be satisfactory to the Agent and the Lenders and their counsel.

2.5.    The
Borrower shall have paid all fees and expenses of counsel to the Agent with respect to the preparation of this Amendment as well as all prior fees and charges of
counsel to the Agent incurred prior to the date hereof which remain outstanding and unpaid.

2.6.    The
Borrower shall have delivered to the Agent a fully executed copy of an agent's fee letter relating to the Credit Agreement.

2.7.    The
Borrower shall have executed and delivered to the Agent supplements to each mortgage delivered under the Credit Agreement, duly executed, reflecting the terms of
this Amendment.

2.8.    The
Borrower shall have consented to be delivered to the Agent a date-down endorsement for each policy of title insurance and all endorsements thereunder
delivered in connection with the Credit Agreement in form and substance acceptable to the Agent from the issuer of such policy or another title insurance company acceptable to the Agent, maintaining
the existing level of coverage under each such policy,providedthat any such endorsements which are not available on the effective date hereof will be
delivered by the Borrower not later than 90 days after the effective date hereof.

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 6.4 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.    RELEASE
OF CLAIMS.

TO
INDUCE THE LENDERS AND THE AGENT TO ENTER INTO THIS AMENDMENT, THE BORROWER AND THE GUARANTORS HEREBY RELEASE, ACQUIT, AND FOREVER DISCHARGE THE LENDERS, THE AGENT AND THEIR
AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, ATTORNEYS, ADVISORS, CONSULTANTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION
OF ANY KIND (IF THERE ARE ANY), WHETHER ABSOLUTE OR CONTINGENT, DUE OR TO BECOME DUE, DISPUTED OR UNDISPUTED, AT LAW OR IN EQUITY, THAT THEY NOW HAVE OR EVER HAD AGAINST THE LENDERS, THE AGENT AND THE
OTHER PARTIES IDENTIFIED ABOVE, OR ANY ONE OR MORE OF THEM INDIVIDUALLY, UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.

SECTION 5.    MISCELLANEOUS.

5.1.    The
Borrower has 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

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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.

5.2.    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.

5.3.    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.

5.4.    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
Third Amendment to 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                                                     
| |  |                                                        
| |  |                                                        
| |  |                                                        
| |  |                                                        
| |  | Accepted and agreed to.                                
| |  | HARRIS TRUST AND SAVINGS BANK                          
| |  | By                                                     
| |  |                                                        
| |  |                                                        
| |  |                                                        
| |  |                                                        
| |  | BRANCH BANKING & TRUST CO.                             
| |  | By                                                     
| |  |                                                        
| |  |                                                        
| |  |                                                        
| |  |                                                        
| |  | U.S. BANK NATIONAL ASSOCIATION
f/k/a Firstar Bank, N.A.
| |  | By                                                     
| |  |                                                        
| |  |                                                        
| |  |                                                        
| |  |                                                        
| |  | LASALLE BANK NATIONAL ASSOCIATION                      
| |  | By                                                     
| |  |                                                        
| |  |                                                        
| |  |                                                        
| |  | NATIONAL CITY BANK                                     
| |  | By                                                     
| |  |                                                        
| |  |                                                        
| |  |                                                        
| |  |                                                        

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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 Third Amendment to Amended and Restated Credit Agreement as set forth above
and agree to the terms thereof, including, without limitation, Section 4 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 Third Amendment to
Amended and Restated Credit Agreement with the Borrower.

| |  | MORTON METALCRAFT CO.                  
| |  | ---------------------------------------
| |  | By                                     
| |  |                                        
| |  |                                        
| |  |                                        
| |  |                                        
| |  | MORTON METALCRAFT CO. OF NORTH CAROLINA
| |  | By                                     
| |  |                                        
| |  |                                        
| |  |                                        
| |  |                                        
| |  | MORTON METALCRAFT CO. OF SOUTH CAROLINA
| |  | By                                     
| |  |                                        
| |  |                                        
| |  |                                        
| |  |                                        
| |  | MID CENTRAL PLASTICS, INC.             
| |  | By                                     
| |  |                                        
| |  |                                        
| |  |                                        
| |  |                                        
| |  | B&W METAL FABRICATORS, INC.            
| |  | By                                     
| |  |                                        
| |  |                                        
| |  |                                        
| |  |                                        

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