**EXHIBIT 99.1**
**First Amendment to Second Amended and Restated Credit Agreement**
     This First Amendment to Second Amended and Restated Credit Agreement(herein, the *“Amendment”*) is made as of June 23, 2004, by and among MortonIndustrial Group, Inc., a Georgia corporation (the *“Borrower”*), the Lendersparty to the Credit Agreement hereinafter identified and defined, and HarrisTrust 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 andconditions set forth in that certain Second Amended and Restated CreditAgreement dated as of March 26, 2004, by and among the Borrower, theGuarantors, the Lenders and the Agent (the *“Credit Agreement”*). Allcapitalized 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 amend the Credit Agreementto permit the Borrower to enter into a series of transactions (as described inthis Recital B, the *“Senior Subordinated Debt Restructuring”*) which will effecta net increase in the aggregate principal amount of the Senior SubordinatedDebt from $10,000,000 to $12,000,000. As part of the Senior Subordinated DebtRestructuring, the Borrower will: (i) receive the proceeds of a new investmentin A Notes (as defined below) from JZ Equity Partners PLC in an aggregateamount of $3,050,000, (ii) retain $6,000,000 of the existing investment inSubordinated Debt by Mezzanine Finance, which investment will henceforth beevidenced by an A Note, with the $4,000,000 balance of Mezzanine Finance’soriginal investment in Subordinated Debt to be repaid to Mezzanine Finance aspart of the Senior Subordinated Debt Restructuring and (iii) receive theproceeds of a new investment in a B Note (as defined below) from PrismMezzanine Fund SBIC, L.P., in the amount of $2,950,000. After giving effect tothe transactions described in the preceding sentence, the Subordinated Debtissued or retained in connection therewith will be held by the SeniorSubordinated Debt Holders (as defined below) in the amounts shown on Schedule Ihereto.
     C. The Borrower has further requested that it be permitted to apply thenet $2,000,000 cash proceeds received by it as a result of the SeniorSubordinated Debt Restructuring to reduce both the Term Loan and the RevolvingLoans in equal amounts, and the Lenders are willing to consent to suchapplication of proceeds. In addition, the Borrower has requested and theLenders have agreed to make certain other amendments to the Credit Agreement,all on the terms and conditions herein set forth.
     Now, Therefore, for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto agree asfollows:
 

 

Section 1. Amendments.
     Subject to the satisfaction of the conditions precedent set forth inSection 2 below, the Credit Agreement shall be and hereby is amended asfollows:
     1.1. Section 3.3(b) of the Credit Agreement is hereby amended by adding anew sentence thereto immediately following the last sentence of such Section,to read in its entirety as follows:
Notwithstanding the foregoing, the $2,000,000 net cashproceeds received by the Borrower from the SeniorSubordinated Debt Restructuring shall be applied onthe First Amendment Effective Date as follows:$1,000,000 shall be applied to repay the Term Loan and$1,000,000 shall be applied to repay the RevolvingLoans.
     1.2. Section 3.4(b) of the Credit Agreement is hereby amended and restatedto read in its entirety as follows:
     (b) *Mandatory*. Concurrent with each prepaymentof Revolving Loans required under subsections (a), (b)and (c) of Section 3.3 (other than the $1,000,000prepayment of the Revolving Loans from the proceeds ofthe Senior Subordinated Debt Restructuring requiredpursuant to the terms of the First Amendment), theRevolving Credit Commitments shall permanentlyterminate ratably in accordance with each Lender’sRevolver Percentage by an amount equal to theaggregate amount required to be prepaid and appliedagainst Revolving Loans.
     1.3. Section 5.1 of the Credit Agreement is hereby amended by deleting theschedule set forth in the definition of *“Applicable Margin”*therein andreplacing it with the following schedule:                   **Applicable Margin** ** ** ** **    **for Domestic Rate** **Applicable Margin** ** **    **Portions under** **for LIBOR Portions** ** **  **Total Senior Funded** **Revolving Credit** **under Revolving** ** **  **Debt/EBITDA Ratio** **and Term Loan and** **Credit and Term** **Applicable Margin ****** **for Such Pricing** **Reimbursement** **Loan and Letter of** **for Commitment Fee****Level** **Date** **Obligations Shall Be:** **Credit Fee Shall Be:** **Shall Be:**IV Greater than orequal to 2.25 to 1.0  2.50%  4.00%  0.50%III Less than 2.25 to1.0, but greaterthan or equal to1.75 to 1.0  2.00%  3.50%  0.50%
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                   **Applicable Margin** ** ** ** **    **for Domestic Rate** **Applicable Margin** ** **    **Portions under** **for LIBOR Portions** ** **  **Total Senior Funded** **Revolving Credit** **under Revolving** ** **  **Debt/EBITDA Ratio** **and Term Loan and** **Credit and Term** **Applicable Margin**  **for Such Pricing** **Reimbursement** **Loan and Letter of** **for Commitment Fee****Level** **Date** **Obligations Shall Be:** **Credit Fee Shall Be:** **Shall Be:**II Less than 1.75 to1.0, but greaterthan or equal to1.25 to 1.0  1.50%  3.00%  0.50%I Less than 1.25 to 1.0  1.00%  2.50%  0.50%
     1.4. Section 5.1 of the Credit Agreement is hereby further amended byadding the following new definitions thereto, each in its appropriate order inthe alphabetical sequence, each such definition to read in its entirety asfollows:
     *“A Notes”*means and includes those certain 16%Senior Secured Subordinated Promissory Notes in theaggregate principal amount of $9,050,000 issued toMezzanine Finance and JZ Equity by the Borrowerpursuant to the terms of the Note Purchase Agreement.
     *“B Note”*means and includes that certain 14%Senior Secured Subordinated Promissory Note in theprincipal amount of $2,950,000 issued to Prism by theBorrower pursuant to the terms of the Note PurchaseAgreement.
     *“First Amendment”*means that certain FirstAmendment to Second Amended and Restated CreditAgreement dated as of June 23, 2004, by and among theBorrower, the Lenders and the Agent.
     *“First Amendment Effective Date”*means the dateupon which the First Amendment becomes effectivepursuant to its terms.
     *“JZ Equity”*means JZ Equity Partners PLC, acompany formed under the laws of England and Wales.
     *“Note Purchase Agreement”*means that certainAmended and Restated Note and Warrant PurchaseAgreement dated as of June 23, 2004, as it may beamended, restated or modified from time to time, byand among the Borrower, the Guarantors,
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Mezzanine Finance, as agent, and the SeniorSubordinated Debt Holders.
     *“Prism”*means Prism Mezzanine Fund SBIC, L.P., aDelaware limited partnership.
     *“Senior Subordinated Debt Holders”*meanscollectively, Mezzanine Finance, JZ Equity and Prismand their respective successors and assigns permittedpursuant to the terms of the Note Purchase Agreementand the Subordination Agreement.
     *“Senior Subordinated Debt Restructuring”*is usedas defined in the First Amendment.
     1.5. The following definitions within Section 5.1 of the Credit Agreementare hereby amended and restated:
     *“Required Lenders”*means, as of the date ofdetermination thereof, Lenders holding (includingthrough participation interests) at least 51% inaggregate principal amount of the Loans, L/CObligations and Unused Revolving Credit Commitmentsoutstanding hereunder.
     *“Senior Subordinated Debt”*means the Indebtednessof the Borrower evidenced by the A Notes and the BNotes in the aggregate initial principal amount of$12,000,000 due March 26, 2009, made by the Borrowerin favor of the Senior Subordinated Debt Holders, asthe same may be amended, modified, supplemented orrestated from time to time in accordance with theprovisions of this Agreement.
     *“Term Loan Commitments”*means the commitments ofthe Lenders to make a portion of the Term Loan in theamounts set forth opposite their signature heretounder the headings *“Term Loan”*and opposite theirsignatures on Assignment Agreements delivered pursuantto Section 12.15 hereof under the heading *“Term Loan,”*as such amount may be reduced pursuant hereto. TheTerm Loan Commitments are $21,000,000 as of the FirstAmendment Effective Date.
     *“Warrants”*means the warrants to purchase commonstock of the Borrower issued on or about the FirstAmendment Effective Date to the Senior SubordinatedDebt Holders in accordance with the terms of the NotePurchase Agreement, as they may be modified orassigned from time to time in accordance with the
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terms of the Note Purchase Agreement and theSubordination Agreement.
     1.6 The definition of *“Change of Control”*in Section 5.1 of the CreditAgreement is hereby amended by deleting the phrase “Note and Warrant PurchaseAgreement for the Senior Subordinated Debt” in clause (v) thereof and replacingit with “Note Purchase Agreement”.
     1.7 Section 8.5(h) of the Credit Agreement is hereby amended by deletingthe period at the end of the fifth line thereof and replacing with it a comma,and immediately thereafter inserting a new clause, reading in its entirety asfollows:
*provided however*, that if at the close of any calendarmonth there is less than $3,000,000 in availabilityunder the Borrowing Base, the Borrowing BaseCertificate shall thereafter be submitted weekly onthe last day of each week showing figures as of theend of the preceding week, until such time as suchBorrowing Base Certificates have shown that there isgreater than $3,000,000 in availability under theBorrowing Base as of the last day of four consecutiveweeks, at which time the Borrowing Base Certificatemay once again be submitted on a monthly basis at thetimes set forth above.
     1.8. Section 8.11(g) of the Credit Agreement is hereby amended by deletingthe phrase “Mezzanine Finance” in the first line thereof and replacing it with“the Senior Subordinated Debt Holders”, and by deleting the amount“$10,000,000” in the second line thereof and replacing it with “$12,000,000”.
     1.9. Section 8.12(f) of the Credit Agreement is hereby amended by deletingthe reference to “Section 8.11(g)” in the third line thereof and replacing itwith “Section 8.11(h)”.
     1.10 Section 8.12(g) of the Credit Agreement is hereby amended byinserting a comma after “Mezzanine Finance” and immediately thereafterinserting the phrase “as agent for the Subordinated Debt Holders,” in line 1thereof.
     1.11 Section 8.26 of the Credit Agreement is hereby amended and restatedto read in its entirety as follows:
     *Section 8.26. No Restrictions.*Except asprovided herein or in the instruments evidencing theSenior Subordinated Debt as in effect on the FirstAmendment Effective Date, the Borrower shall not, norshall it permit any Subsidiary to, directly orindirectly create or otherwise cause or suffer toexist or become effective any consensual encumbranceor restriction of any kind on the ability of theBorrower or any Subsidiary to: (a) pay dividends ormake any other distribution on any Subsidiary’scapital stock or other equity interests owned by theBorrower or any other Subsidiary, (b) pay
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any indebtedness owed to the Borrower or anyother Subsidiary, (c) make loans or advances to theBorrower or any other Subsidiary, (d) transfer any ofits Property to the Borrower or any other Subsidiary,or (e) guarantee the Obligations and/or grant Liens onits assets to the Agent as required by the LoanDocuments, except for such encumbrances orrestrictions relating to (i) customary non-assignmentprovisions of any lease and restrictions thereinrestricting subletting, (ii) customary net worthprovisions contained in leases and other agreementsentered into by the Borrower or a Subsidiary in theordinary course of business, (iii) customarynon-assignment provisions in licenses entered into bythe Borrower or a Subsidiary as lessee, in theordinary course of business, and (iv) purchase moneyobligations and Capitalized Lease Obligations thatimpose restrictions on the property purchased orleased.
     1.12. Section 8.27 of the Credit Agreement is hereby amended by deletingthe phrase “Mezzanine Capital” in the third line thereof and replacing it with“the Senior Subordinated Debt Holders”.
     1.13. Section 8.27 of the Credit Agreement is hereby further amended byadding a new sentence thereto immediately following the last sentence of suchSection, to read in its entirety as follows:
“Notwithstanding the foregoing, the Borrower shall bepermitted to repay up to $4,000,000 in principalamount of the Senior Subordinated Debt owed toMezzanine Finance as part of the Senior SubordinatedDebt Restructuring.”
Section 2. Conditions Precedent and Post-Closing Assignments.
     The effectiveness of this Amendment is subject to the satisfaction of allof the following conditions precedent:
     2.1. The Borrower, the Agent, the Lenders and the Guarantors shallhave executed and delivered this Amendment.
     2.2 The Agent, the Senior Subordinated Debt Holders, the Borrowerand the Guarantors shall have executed and delivered an amendment to theSubordination Agreement in form and substance satisfactory to the Agentrelating to the Senior Subordinated Debt Restructuring.
     2.3 The Agent shall have received a true and correct copy of alldocumentation entered into by the Borrower, the Guarantors, and theSenior Subordinated Debt Holders in connection with the SeniorSubordinated Debt Restructuring.
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     2.4. The Agent shall have received copies (executed or certified, asmay be appropriate) of all legal documents or proceedings taken inconnection with the execution and delivery of this Amendment to theextent the Agent or its counsel may reasonably request.
     2.5. Legal matters incident to the execution and delivery of thisAmendment shall be satisfactory to the Agent and its counsel.
     In addition, pursuant to Assignment and Acceptance agreements (the"*Assignment Agreements*”) previously executed by and between Bank One, NA (*“BankOne"*) and each of the Lenders, which Assignment Agreements have been deliveredto and are being held in escrow by the Agent, Bank One has agreed to purchaseinterests in certain Obligations owed to the Lenders by the Borrower and toassume certain obligations of the Lenders in such amounts that, after givingeffect to such Assignment Agreements, (i) Bank One shall be a Lender under theCredit Agreement with the Commitments set forth below, (ii) Bank of Montrealshall no longer be a Lender under the Credit Agreement and (iii) each of HarrisTrust and Savings Bank and National City Bank of the Midwest, formerly referredto herein as National City Bank shall remain as Lenders under the CreditAgreement with the Commitments set forth below:           **Post-Assignment** **Post-Assignment**  **Term Loan** **Revolving Credit****Lender** **Commitment** **Commitment**Harris Trust and Savings Bank $7,538,461.54  $6,461,538.46 National City Bank of theMidwest $8,076,923.08  $6,923,076.92 Bank One, NA $5,384,615.38  $4,615,384.62 
Immediately after this Amendment becomes effective in accordance with itsterms, the Agent will release the Assignment Agreements from escrow and theAssignment Agreements will become effective without any further action by theparties thereto.
Section 3. Representations.
     In order to induce the Lenders to execute and deliver this Amendment, theBorrower hereby represents to the Lenders that as of the date hereof, and aftergiving effect to this Amendment, (a) the representations and warranties setforth in Section 6 of the Credit Agreement are and shall be and remain true andcorrect in all material respects (except that for purposes of this paragraphthe representations contained in Section 6.5 shall be deemed to refer to themost 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 ofthe Credit Agreement after giving effect to this Amendment and no Default orEvent of Default has occurred and is continuing under the Credit Agreement orshall result after giving effect to this Amendment.
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Section 4. Miscellaneous.
     4.1. The Borrower and certain of its Subsidiaries have heretofore executedand delivered to the Agent and the Lenders certain of the Collateral Documents.The Borrower hereby acknowledges and agrees that, notwithstanding theexecution and delivery of this Amendment, the Collateral Documents remain infull 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 and security interests created and provided for thereunder remainin full force and effect and shall not be affected, impaired, or dischargedhereby. Nothing herein contained shall in any manner affect or impair thepriority of the liens and security interests created and provided for by theCollateral Documents as to the indebtedness which would be secured therebyprior to giving effect to this Amendment.
     4.2. Except as specifically amended herein or waived hereby, the CreditAgreement shall continue in full force and effect in accordance with itsoriginal terms. Reference to this specific Amendment need not be made in theCredit Agreement, the Notes, or any other instrument or document executed inconnection therewith, or in any certificate, letter or communication issued ormade pursuant to or with respect to the Credit Agreement, any reference in anyof such items to the Credit Agreement being sufficient to refer to the CreditAgreement as amended hereby.
     4.3. The Borrower agrees to pay all reasonable out-of-pocket costs andexpenses incurred by the Agent and the Lenders in connection with thepreparation, execution and delivery of this Amendment and the documents andtransactions 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 bythe different parties on different counterpart signature pages, all of whichtaken together shall constitute one and the same agreement. Any of the partieshereto may execute this Amendment by signing any such counterpart and each ofsuch counterparts shall for all purposes be deemed to be an original. ThisAmendment shall be governed by the internal laws of the State of Illinois.
[Signature Pages to Follow]
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     This First Amendment to Second Amended and Restated Credit Agreement isentered 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 Vice President of Finance   Accepted and agreed to.   Harris Trust And Savings Bank   By /s/ Jay S. Dameron Name Jay S. Dameron Title Vice President   National City Bank of the Midwest,