**Exhibit 99.1****Fifth Amendment to Second Amended and Restated Credit Agreement**     This Fifth Amendment to Second Amended and Restated Credit Agreement (herein, the *“Amendment”*)is made as of May 12, 2006, by and among Morton Industrial Group, Inc., a Georgia corporation (the*“Borrower”*), the Lenders party to the Credit Agreement hereinafter identified and defined, andHarris N.A., 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 forthin that certain Second Amended and Restated Credit Agreement dated as of March 26, 2004, asamended, by and among the Borrower, the Guarantors, the Lenders, and the Agent (the *“CreditAgreement”*). All capitalized terms used herein without definition shall have the same meaningsherein as such terms have in the Credit Agreement.     B. The Borrower has requested that the Lenders increase the aggregate Revolving CreditCommitments from $18,000,000 to $22,000,000, amend the Fixed Charge Coverage Ratio for the fiscalquarters ending March 31, 2006, and June 30, 2006, and amend the Capital Expenditures limitation,and the Lenders are willing to do so on the terms and conditions set forth in this Amendment.     Now, Therefore, for good and valuable consideration, the receipt and sufficiency ofwhich 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, theCredit Agreement shall be and hereby is amended as follows:     1.1. The definition of “Revolving Credit Commitments” appearing in Section 5.1 of the CreditAgreement (Definitions) is hereby amended and restated to read in its entirety as follows:     *“Revolving Credit Commitment”*means, as to any Lender, theobligation of such Lender to make Revolving Loans and to participatein Swing Loans and Letters of Credit issued for the account of theBorrower hereunder in an aggregate principal or face amount at anyone time outstanding not to exceed the amount set forth oppositesuch Lender’s name on Schedule 1 attached hereto and made a parthereof, as the same may be reduced or modified at any time or fromtime to time pursuant to the terms hereof. The Borrower and theLenders acknowledge and agree that the Revolving Credit Commitmentsof the Lenders aggregate $22,000,000 as of May 12, 2006.
 

 
     1.2. Section 8.9 of the Credit Agreement (Fixed Charge Coverage Ratio) is hereby amended andrestated to read in its entirety as follows:     *Section 8.9. Fixed Charge Coverage Ratio*. As of the last day of each fiscalquarter of the Borrower ending on the dates set forth below, the Borrower shall notpermit the Fixed Charge Coverage Ratio to be less than:       Fixed Charge  Coverage Ratio  Shall Not BeFiscal Quarter Ending Dates Less Than03/31/06  0.90 to 1.0 06/30/06  0.95 to 1.0 09/30/06 and each fiscal quarter ending thereafter  1.15 to 1.0      1.3. Section 8.10 of the Credit Agreement (Capital Expenditures) is hereby amended andrestated to read in its entirety as follows:     *Section 8.10 Capital Expenditures.*The Borrower shall not, norshall it permit any Subsidiary to, expend or (without duplication)become obligated to expend Capital Expenditures aggregating for theBorrower and its Subsidiaries (taken together) in excess of (a)$9,000,000 in the aggregate for the four (4) fiscal quarters endingJune 30, 2006, (b) $8,500,000 in the aggregate for the four (4)fiscal quarters ending September 30, 2006, (c) $7,000,000 in theaggregate for the four (4) fiscal quarters ending December 31, 2006,and (d) $7,000,000 in the aggregate for the fiscal year endingDecember 31, 2007, and a like amount in each fiscal year endingthereafter).     1.4. The Credit Agreement shall be amended by adding a Schedule 1 at the end thereof whichshall read as set forth on Schedule 1 attached hereto and made a part thereof.Section 2.Conditions.     2.1. *Conditions Precedent*. The effectiveness of this Amendment is subject to the satisfactionof all of the following conditions precedent:     (a) The Borrower, the Lenders, and the Guarantors shall have executed and deliveredthis Amendment.     (b) The Borrower shall have executed and delivered replacement Revolving Credit Notesto the Lenders, each in the aggregate amount of the relevant Lender’s
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Revolving CreditCommitment after giving effect to this Amendment, in the forms attached hereto as ExhibitA-1, A-2, and A-3.     (c) The Borrower and the relevant Guarantors shall have executed and deliveredsupplements to the existing Mortgages in form and substance acceptable to the Agent.     (d) The Agent shall have received (a) a copy of an executed amendment to the Note andWarrant Purchase Agreement and (b) an executed counterpart of the Second Amendment toSubordination and Intercreditor Agreement, each in form and substance acceptable to theAgent.     (e) The Borrower shall have paid to the Agent an amendment fee of $32,500.00, whichshall be distributed to the Lenders as follows (a) $7,500 for each Lender (i.e., $22,500 intotal) and (b) 0.25% multiplied by the increase in the relevant Lender’s Revolving CreditCommitment (i.e., $10,000 in total).     (f) Legal matters incident to the execution and delivery of this Amendment shall besatisfactory to the Agent and its counsel.     2.2. *Conditions Subsequent*. The Borrower hereby agrees to deliver to the Agent (at theBorrower’s expense), each in form and substance satisfactory to the Agent and its counsel:     (a) Within ten (10) Business Days of the date hereof, resolutions for the Borrower andeach Guarantor authorizing the execution, delivery, and performance of its obligations underthe Loan Documents as amended hereby, certified to by its corporate secretary (or such otherofficer of such person acceptable to the Agent), together with current good standingcertificates for the Borrower and each Guarantor certified to by the Secretary of the Stateof the jurisdiction in which it is organized.     (b) Within forty-five (45) days of the date hereof, date-down title policy endorsementsto the existing mortgagee title insurance policies insuring the validity and priority of theMortgages as modified by the supplements referred to in Section 2.1(c) above through therecording date thereof and, unless otherwise acceptable to the Agent, showing no newexceptions to title or coverage.Section 3.Representations.     In order to induce the Lenders to execute and deliver this Amendment, the Borrower herebyrepresents 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 shallbe and remain true and correct in all material respects (except that for purposes of this paragraphthe representations contained in Section 6.5 shall be deemed to refer to the most recent financialstatements of the Borrower delivered to the Lenders) and (b) the Borrower is in full compliancewith all of the terms and conditions of the Credit Agreement after giving effect
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to this Amendmentand no Default or Event of Default has occurred and is continuing under the Credit Agreement orshall result after giving effect to this Amendment.Section 4.Miscellaneous.     4.1. The Borrower and certain of its Subsidiaries have heretofore executed and delivered tothe Agent and the Lenders certain of the Collateral Documents. The Borrower hereby acknowledgesand agrees that, notwithstanding the execution and delivery of this Amendment, the CollateralDocuments remain in full force and effect and the rights and remedies of the Agent and the Lendersthereunder, the obligations of the Borrower and its Subsidiaries thereunder, and the liens andsecurity interests created and provided for thereunder remain in full force and effect and shallnot be affected, impaired, or discharged hereby. Nothing herein contained shall in any manneraffect or impair the priority of the liens and security interests created and provided for by theCollateral Documents as to the indebtedness which would be secured thereby prior to giving effectto this Amendment.     4.2. Except as specifically amended herein or waived hereby, the Credit Agreement shallcontinue in full force and effect in accordance with its original terms. Reference to thisspecific Amendment need not be made in the Credit Agreement, the Notes, or any other instrument ordocument executed in connection therewith, or in any certificate, letter or communication issued ormade pursuant to or with respect to the Credit Agreement, any reference in any of such items to theCredit 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 bythe Agent in connection with the preparation, execution and delivery of this Amendment and thedocuments and transactions contemplated hereby, including the reasonable fees and expenses ofcounsel for the Agent with respect to the foregoing.     4.4. This Amendment may be executed in any number of counterparts, and by the differentparties on different counterpart signature pages, all of which taken together shall constitute oneand the same agreement. Any of the parties hereto may execute this Amendment by signing any suchcounterpart and each of such counterparts shall for all purposes be deemed to be an original.Delivery of executed counterparts of this Amendment by telecopy shall be effective as 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 Fifth Amendment to Second Amended and Restated Credit Agreement is entered into by theparties hereto as of the date and year first above written.       Morton Industrial Group, Inc.       By /s/ Rodney B. Harrison             Name Rodney B. Harrison            Title VPFinance            Accepted and agreed to:       Harris N.A.       By /s/ Timothy E. Dana             Name Timothy E. Dana             Title Vice President             National City Bank of the Midwest       By /s/ Michael A. Zeller             Name Michael A. Zeller             Title Vice President             JPMorgan Chase Bank, N.A.        By /s/ Erik J. Pettit             Name Erik J. Pettit             Title Banking Officer      
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**Guarantors’ Acknowledgement and Consent**     Each of the undersigned hereby acknowledges and agrees that it is a Guarantor under the termsof Section 11 of the Credit Agreement and, as such, has executed and delivered certain CollateralDocuments pursuant to the Credit Agreement. The undersigned hereby consent to the Fifth Amendmentto 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 bythem, 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 theCredit Agreement shall not be required as a result of this consent having been obtained. Theundersigned acknowledge the Lenders are relying on this acknowledgement and consent in enteringinto the Fifth Amendment to Second Amended and Restated Credit Agreement with the Borrower.       Morton Metalcraft Co.       By /s/ Daryl R. Lindemann            Name Daryl R. Lindemann            Title Secretary            Morton Metalcraft Co. of North Carolina       By /s/ Daryl R. Lindemann            Name Daryl R. Lindemann            Title Secretary            Morton Metalcraft Co. of South Carolina       By /s/ Daryl R. Lindemann            Name Daryl R. Lindemann            Title Secretary            Mid Central Plastics, Inc.       By /s/ Daryl R. Lindemann            Name Daryl R. Lindemann            Title Secretary     
 

 
       B&W Metal Fabricators, Inc.       By /s/ Daryl R. Lindemann            Name Daryl R. Lindemann             Title Secretary      
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