AMENDMENT TO SECOND AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT


                  AMENDMENT  TO SECOND  AMENDED AND  RESTATED  LOAN AND SECURITY
AGREEMENT (this  "Amendment"),  dated as of July 31, 2001,  among Sweetheart Cup
Company Inc. (the  "Borrower"),  Sweetheart  Holdings Inc. (the  "Parent"),  the
financial  institutions listed on the signature pages hereto (the "Lenders") and
Bank of America, N.A., as agent (the ""gent").

                  WHEREAS,  the Borrower,  the Parent, the Lenders and the Agent
entered into a certain Second Amended and Restated Loan and Security  Agreement,
dated as of June  15,  2000 as  amended  (such  agreement  as so  amended  being
referred to herein as the "Loan Agreement"), pursuant to which such lenders have
made term loans to the  Borrower in an original  aggregate  principal  amount of
$25,000,000 and have agreed,  subject to certain terms and  conditions,  to make
revolving  advances  to the  Borrower  and to issue or to cause the  issuance of
letters of credit for the account of the Borrower;

                  WHEREAS, the parties to the Loan  Agreement  now wish to amend
certain  provisions  of the Loan Agreement;

                  NOW, THEREFORE,  the Borrower, the Parent, the Lenders and the
Agent 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.  AMENDMENTS.  Subject to the terms  and  conditions
of effectiveness  set forth in Section 3 below, the Loan Agreement is amended as
follows:

                  2.1.   The definition of "Majority  Lenders"  in   Section 1.1
                  of the Loan  Agreement is hereby deleted in its  entirety  and
                  the following definition shall be substituted therefor:

                                    `"Majority   Lenders"   means  at  any  time
                           Lenders  whose Pro Rata  Shares  aggregate  more than
                           50%.'

                  2.2.   The  definition  of  "Maximum   Revolver   Amount"   in
                  Section 1.1  of the  Loan   Agreement  is  hereby   amended by
                  replacing   the   amount   "$135,000,000"   with   the  amount
                  "$145,000,000".

<PAGE>
                  2.3.   The definition of "Pro Rata Share" in Section 1.1 of
                  the Loan  Agreement  is hereby  deleted  in its  entirety  and
                  the following definition shall be substituted therefor:

                                    `"Pro Rata Share"  means,  with respect to a
                           Lender  at  any  time,  a  fraction  (expressed  as a
                           percentage), the numerator of which is the sum of (x)
                           the amount of such  Lender's  Commitment at such time
                           plus (y) the aggregate  unpaid  principal  balance of
                           the Term Loans  owing to such Lender at such time and
                           the  denominator  of  which  is the  sum  of (x)  the
                           amounts of all of the  Lenders'  Commitments  at such
                           time plus (y) the aggregate unpaid principal  balance
                           of the Term Loans owing to all of the Lenders at such
                           time; provided,  that references to Pro Rata Share in
                           the context  solely of the  revolving  line of credit
                           provided hereunder  (including,  without  limitation,
                           with respect to Revolving Loans and participations in
                           Revolving   Loans,   Letters  of  Credit  and  Credit
                           Support) means, with respect to a Lender at any time,
                           a fraction (expressed as a percentage), the numerator
                           of which is the amount of such Lender's Commitment at
                           such time and the  denominator of which is the sum of
                           the  amounts of all of the  Lenders'  Commitments  at
                           such time, or if no Commitments  are  outstanding,  a
                           fraction  (expressed as a percentage),  the numerator
                           of which is the  amount of  Obligations  owed to such
                           Lender  at such time with  respect  to the  revolving
                           line of credit provided hereunder and the denominator
                           of which is the aggregate  amount of the  Obligations
                           owed to all Lenders at such time with  respect to the
                           revolving  line of  credit  provided  hereunder  and;
                           provided,  further, that references to Pro Rata Share
                           in the context  solely of the Term Loans means,  with
                           respect   to  a  Lender  at  any  time,   a  fraction
                           (expressed as a  percentage),  the numerator of which
                           is the aggregate unpaid principal balance of the Term
                           Loans  owing  to such  Lender  at such  time  and the
                           denominator   of  which  is  the   aggregate   unpaid
                           principal  balance of the Term Loans  owing to all of
                           the Lenders at such time.'

                  2.4.   The   definition of "Required  Lenders" in  Section 1.1
                  of the Loan  Agreement is hereby deleted  in  its entirety and
                  the following definition shall be substituted therefor:

                                    `"Required   Lenders"   means  at  any  time
                           Lenders whose Pro Rata Shares  aggregate more than 66
                           2/3%.'

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<PAGE>

                  2.5.   The amount "$160,000,000"  in  Section 2.1  of the Loan
                  Agreement  is  hereby  deleted  and  the amount "$170,000,000"
                  shall be substituted therefor.

                  2.6.   Section 2.2(g)(iii)  of the Loan  Agreement  is  hereby
                  amended  by adding  the phrase  "and Term  Loans"  immediately
                  after the phrase "such Lender's  Commitment" in the proviso to
                  the fourth sentence thereof.

                  2.7.   The amount "$135,000,000" in Section 2.2(i) of the Loan
                  Agreement  is  hereby  deleted and  the  amount "$145,000,000"
                  shall be substituted therefor.

                  2.8.   The phrase "(in accordance with its Pro Rata Share)" is
                  added  immediately  after each of the phrase "pro rata" in the
                  first  sentence of Section 14.7 of the Loan  Agreement and the
                  phrase  "ratable share" in the second sentence of Section 14.7
                  of the Loan Agreement.

                  2.9.   Section 14.12(a)of the Loan Agreement is hereby amended
                  by  adding  the  phrase  "during  the term of this  Agreement"
                  immediately  after  the  phrase   "Collateral  valued  in  the
                  aggregate" in the proviso to the second sentence thereof.

                  2.10.  The  Commitment  of each Lender shall be the  principal
                  amount set forth beside such Lender's name next to the heading
                  "Commitment"  on the  signature  pages of this  Amendment  (in
                  place  and  instead  of  the  Commitment   identified  on  the
                  signature pages of the Loan Agreement), as such Commitment may
                  be adjusted from time to time in accordance  with the terms of
                  the Loan Agreement.

                  SECTION 3.  EFFECTIVENESS OF AMENDMENTS. The amendments to the
Loan  Agreement  provided in Section 2 hereof  shall become  effective  when the
following conditions precedent have been satisfied:

                  3.1.   Counterparts. The Agent shall have received an original
                         ------------
                  counterpart of this Amendmentduly executed  and  delivered  by
                  the Borrower, the Agent, the Lenders and the Parent.

                  3.2.   No Default or Event of  Default.  No  Default  or Event
                           -------------------------------
                  of Default  shall have  occurredand be continuing.

                  3.3.   Opinion of Counsel. The Agent shall have  received such
                  opinions  of counsel  for Parent and its  Subsidiaries  as the
                  Agent shall reasonably request, in a form, scope and substance
                  satisfactory to the Agent and its counsel,  including, but not
                  limited  to,  as  to  the  borrowings   and  other   financial
                  accommodations  under the Total Facility as amended hereby not
                  resulting in a violation of the

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<PAGE>
                  indenture  governing  the  Senior  Subordinated Notes  or  the
                  Secured Sale/Leaseback Documents.

                  3.4.   Officers' Certificates.The Agent shall have received(i)
                  an  Officers'  Certificate  (as  defined in the  Intercreditor
                  Agreement) to the effect that the aggregate  principal  amount
                  of  the  Credit  Agreement  Obligations  (as  defined  in  the
                  Intercreditor  Agreement) which may be incurred under the Loan
                  Agreement  (after giving effect to the  amendments to the Loan
                  Agreement  herein  contemplated)  shall  not  exceed an amount
                  which would cause a violation  of Section  5.09 of the Secured
                  Sale/Leaseback  Participation  Agreement  (as  defined  in the
                  Intercreditor Agreement) and (ii) an Officers' Certificate (as
                  defined in the  indenture  governing  the Senior  Subordinated
                  Notes) to the effect that any and all Obligations which may be
                  incurred under the Loan Agreement  (after giving effect to the
                  amendments to the Loan Agreement herein  contemplated) as well
                  as any  guarantee  obligations  of  the  Parent  with  respect
                  thereto  are  permitted  to be  incurred  under the  indenture
                  governing the Senior Subordinated Notes.

                  SECTION 4.  COUNTERPARTS.  This  Amendment  may be executed in
counterparts,  each of  which  shall be an  original,  and all of  which,  taken
together, shall constitute a single instrument. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York.

                  SECTION 5.  RATIFICATION AND  CONFIRMATION. The Loan Agreement
is hereby ratified and confirmed and,  except as herein agreed,  remains in full
force and effect.  Parent  hereby  consents to the above  amendments to the Loan
Agreement  and agrees  that its  guarantee  of the  Obligations  pursuant to the
Parent Guaranty  continues in full force and effect in accordance with the terms
thereof  (both before and after giving effect to such  amendments).  Each of the
Borrower and Parent  represents  and warrants that (i) all  representations  and
warranties  contained in the Loan Documents are true and correct in all material
respects with the same effect as though such  representations and warranties had
been  made  on and as of the  date  hereof  (except  to  the  extent  that  such
representations  or warranties  expressly  related to a specified date) and (ii)
there exists no Default or Event of Default.



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                                       4
<PAGE>

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

                                             "BORROWER"

                                             SWEETHEART CUP COMPANY INC.


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


                                             "PARENT"

                                             SWEETHEART HOLDINGS INC.


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


                                             "AGENT"

                                             BANK OF AMERICA, N.A.,
                                             as the Agent


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


                                             "LENDERS"

Commitment:  $58,225,307.74                  BANK OF AMERICA, N.A.,
                                             as a Lender


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

                                       5
<PAGE>
Commitment:  $25,312,500.00                  CONGRESS FINANCIAL CORPORATION,
                                             as a Lender


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


Commitment:  $16,875,000.00                  TRANSAMERICA BUSINESS CREDIT
                                             CORPORATION,
                                             as a Lender


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


Commitment:  $23,493,442.26                  GMAC COMMERCIAL CREDIT LLC,
                                             as a Lender


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


Commitment:  $21,093,750.00                  PNC BANK, NATIONAL ASSOCIATION,
                                             as a Lender


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

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