CONSENT AND AMENDMENT NO. 4
                                       TO
                                 LOAN AGREEMENT

         CONSENT  AND  AMENDMENT  NO.  4 dated  as of  November  1,  1998  among
SWEETHEART CUP COMPANY INC.  ("Borrower"),  SWEETHEART HOLDINGS INC. ("Parent"),
the financial institutions listed on the signature pages hereof (each a "Lender"
and collectively, the "Lenders") and BANKAMERICA BUSINESS CREDIT, INC., as agent
(the "Agent").

         WHEREAS,  the  Borrower,  the  Parent,  the Agent and the  Lenders  are
parties to a certain Amended and Restated Loan and Security Agreement,  dated as
of October 24, 1997 (the "Loan  Agreement"),  pursuant to which the Lenders have
agreed,  subject  to the terms and  conditions  therein  set  forth,  to provide
certain financial accommodations to the Borrower; and

         WHEREAS,  the  Borrower  and the Parent  desire that the Lenders  waive
compliance with certain  provisions of the Loan  Agreement,  and the Lenders are
willing,  subject to the terms and conditions  hereinafter  set forth,  to waive
such compliance;

         NOW, THEREFORE, the Borrowers and the Lenders hereby agree as follows:

         SECTION 1. CAPITALIZED  TERMS.  Capitalized  terms used but not defined
herein shall have the respective meanings set forth in the Loan Agreement.

         SECTION 2. CONSENT.  Lenders  hereby consent to Borrower's and Parent's
changing their fiscal accounting periods as set forth in Exhibit A hereto.

         SECTION 3. AMENDMENTS

         (a) The  definitions  of "Adjusted  Net Earnings from  Operations"  set
forth in Section 1.1 of the Loan Agreement is hereby amended by deleting  clause
"(g)" thereof and substituting the following therefor:

               "(g)   non-cash   gain  or  non-cash   loss   arising   from  (i)
               extraordinary  items,  as determined in accordance with GAAP, and
               any  non-recurring  transaction  or (ii)  from  any  increase  or
               decrease  in  calculating  the  termination   liability  for  the
               Lily-Tulip , Inc. Salary  Retirement Plan resulting from a change
               in the interest  rate reset  annually by the PBGC in  determining
               the amounts necessary to annuitize such liability."

         (b) Sections 7.2(b) and (f) of the Loan Agreement are hereby amended by
deleting  the  reference  to "month"  each time it appears in such  sections and
substituting therefore the phrase "fiscal month".



<PAGE>



         (c) Section  9.26 of the  Agreement  is hereby  amended by deleting the
table set forth therein and substituting the following therefor:

                  "Fiscal Quarter        Year           Ratio

                       Third             1998           .38/1
                       Fourth            1998           .70/1
                       First             1999           .55/1
                       Second            1999           .52/1
                       Third             1999           .66/1
                       Fourth            1999           .67/1
                       First             2000           .69/1
                       Second            2000           .70/1
                       Third             2000           .73/1
                       Fourth            2000           .76/1"


         (d) The Applicable Margin with respect to all Base Rate Revolving Loans
and LIBOR  Revolving  Loans is hereby  deemed  increased  by one  quarter of one
percent (.25%) effective as of the date hereof ; provided,  however, that if the
certificate  required to be delivered pursuant to Section 7.2(e) with respect to
Borrower's second Fiscal Quarter of 1999 indicates compliance with Section 9.26,
than  such  increase  shall  be  deemed  rescinded  effective  as of the date of
delivery of such certificate.

         SECTION 4.  EFFECTIVENESS.  The consent and amendment made herein shall
become effective when the Lenders (or Majority Lenders) shall have duly executed
and  delivered  this  Agreement  and  counterparts  hereof  shall have been duly
executed and delivered to the Agent by the Borrower and the Parent.

         SECTION 5.  COUNTERPARTS  AND  GOVERNING  LAW.  This  Agreement  may be
executed in counterparts,  each of which shall be an original, and all of which,
taken together,  shall constitute a single  instrument.  This Agreement shall be
governed by, and construed in accordance with the law of the State of New York.

         SECTION  6.   REFERENCES  TO  LOAN   AGREEMENT.   From  and  after  the
effectiveness  of this  Agreement  and the waivers and  agreements  contemplated
hereby,  all  references in the Loan  Agreement to "this  Agreement",  "hereof",
"herein",  and  similar  terms  shall  mean and refer to the Loan  Agreement  as
certain provisions thereof are waived or supplemented by this Agreement, and all
references in other documents to the Loan agreement shall mean such agreement as
certain provisions thereof are waived or supplemented by this Agreement.

         SECTION  7.  INVALIDITY.  Whenever  possible,  each  provision  of this
Agreement shall be interpreted in such manner as to be effective and valid under
all  applicable  laws  and  regulations.  If,  however,  any  provision  of this
Agreement shall be prohibited by or invalid under any such law or regulation, it
shall be deemed  modified to conform to the minimum  requirements of such law or
regulation,  or if for any  reason  it is not  deemed so  modified,  it shall be
ineffective  and valid  only to the  extent of such  prohibition  or  invalidity
without  the  remainder  thereof  or any of the  remaining  provisions  of  this
Agreement being prohibited or invalid.

                                      -2-

<PAGE>


         SECTION 8. RATIFICATION AND CONFIRMATION.  The Loan Agreement is hereby
ratified  and  confirmed  and,  except  as  herein  otherwise  agreed,   remains
unmodified and in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.


                                            SWEETHEART HOLDINGS INC.

                                            By: /s/Roger A. Lindahl
                                               -----------------------
                                            Title: Vice President and Treasurer



                                            SWEETHEART CUP COMPANY INC.


                                            By: /s/ Roger A. Lindahl
                                               -----------------------
                                            Title: Vice President and Treasurer




                                            BANKAMERICA BUSINESS CREDIT, INC.,
                                              Individually and as Agent


                                            By: /s/ Kim Winslow
                                               -----------------------
                                            Title: Senior Account Executive



                                            JACKSON NATIONAL LIFE
                                                INSURANCE COMPANY

                                             By:  PPM FINANCE, INC.


                                            By: /s/ Martin Battaglia
                                               ----------------------------
                                            Title: Senior Managing Director



                                            CONGRESS FINANCIAL CORPORATION


                                            By: /s/ Janet Last
                                               -----------------------
                                            Title: First Vice President



<PAGE>




                                            MELLON BANK, N.A.


                                            By:
                                               -----------------------
                                            Title:



                                            TRANSAMERICA BUSINESS CREDIT
                                               CORPORATION

                                            By: /s/ Michael Burns
                                                ---------------------
                                            Title: Senior Vice President