EXHIBIT 10.9


                            THIRD AMENDMENT TO CREDIT
                                    AGREEMENT


         This THIRD  AMENDMENT  TO CREDIT  AGREEMENT  ("Amendment")  is made and
entered into this 30th day of August,  1999 by and between AKI,  Inc.,  formerly
known as Arcade, Inc. ("Borrower") and Heller Financial, Inc. ("Lender").

         WHEREAS,  Lender and Borrower are parties to a certain Credit Agreement
dated April 30, 1996 and all amendments thereto (as such agreement has from time
to time been amended, supplemented or otherwise modified, the "Agreement"); and

         WHEREAS,  the parties desire to amend the Agreement as hereinafter  set
forth;

         NOW THEREFORE, in consideration of the mutual conditions and agreements
set forth in the  Agreement  and this  Amendment,  and other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

         1.       Definitions.  Capitalized terms used in this Amendment, unless
otherwise  defined herein,  shall have the meaning ascribed to such terms in the
Agreement.

         2.       Amendments.  Subject to the  conditions  set forth below,  the
Agreement is amended as follows:


                  (a)  Subsection  1.2 is amended by deleting the  definition of
"LIBOR" and inserting the following in lieu thereof:


                  "LIBOR"  means,  for each  Interest  Period,  a rate per annum
equal to:


                  (a) the offered rate for deposits in U.S. dollars in an amount
         comparable to the amount of the applicable Loan in the London interbank
         market which is published by the British Bankers' Association, and that
         currently  appears on Telerate Page 3750, or any other source available
         to Lender,  as of 11:00 a.m.  (London time) on the day which is two (2)
         Business  Days prior to the first day of the relevant  Interest  Period
         for a term comparable to such Interest  Period;  or if, for any reason,
         such a rate is not  published by the British  Bankers'  Association  on
         Telerate or any other source  available  to Lender,  the rate per annum
         equal to the  average  rate  (rounded  upwards,  if  necessary,  to the
         nearest 1/100 of 1%) at which Lender determines that U.S. dollars in an
         amount  comparable  to the  amount  of the  applicable  Loans are being
         offered to prime banks at approximately 11:00 a.m. (London time) on the
         day  which is two (2)  Business  Days  prior to the  first  day of such
         Interest  Period  for a term  comparable  to such  Interest  Period for
         settlement  in  immediately  available  funds by  leading  banks in the
         London interbank market selected by Lender; divided by


                  (b) a number  equal to 1.0 minus the  aggregate  (but  without
         duplication) of the rates (expressed as a decimal  fraction) of reserve
         requirements  in effect on the day which is two (2) Business Days prior
         to  the  beginning  of  such  Interest   Period   (including,   without
         limitation, basic, supplemental,  marginal and emergency reserves under

<PAGE>


         any regulations of the Board of Governors of the Federal Reserve System
         or  other  governmental  authority  having  jurisdiction  with  respect
         thereto,  as now and  from  time to time in  effect)  for  Eurocurrency
         funding  (currently  referred  to  as  "Eurocurrency   Liabilities"  in
         Regulation D of such Board) which are  required to be  maintained  by a
         member  bank of the  Federal  Reserve  System;  such rate to be rounded
         upward to the next  whole  multiple  of  one-sixteenth  of one  percent
         (.0625%).

                  (b) Subsection  4.3 is amended by deleting such  subsection in
its entirety and inserting the following in lieu thereof:

                  "4.3 EBIDAT.  Borrower  shall not permit EBIDAT for the twelve
         month (12) ending on the last day of any month,  during the periods set
         forth below to be less than the amount set forth below for such period:

                           Period                                Amount

          July 1, 1999 through September 30, 1999              $20,000,000
          October 1, 1999 through December 31, 1999            $25,500,000
          January 1, 2000 through June 30, 2000                $27,800,000
          July 1, 2000 through December 31, 2000               $28,800,000
          January 1, 2001 through June 30, 2001                $29,800,000
          July 1, 2001 through June 30, 2002                   $32,000,000
          July 1, 2002 and thereafter                          $34,300,000

                  "EBIDAT will be calculated as illustrated on Exhibit 4.6(C)."

                  (c) Subsection  4.4 is amended by deleting such  subsection in
         its entirety and inserting the following in lieu thereof:

                  "4.4     Fixed  Charge Coverage.

                                    Borrower   shall  not  permit  Fixed  Charge
                  Coverage for the twelve (12) month  period  ending on the last
                  day of each month to be less than the  amount set forth  below
                  for such period:

                           Period                                       Ratio

                  July 1, 1999 through September 30, 1999               1.05
                  October 1, 1999 through June 30, 2002                 1.10
                  July 1, 2002 and thereafter                           1.15

                  " Fixed Charge  Coverage will be calculated as  illustrated on
Exhibit 4.6(c)."

                   (d) Subsection 4.5 is amended by deleting such  subsection in
         its entirety and inserting the following in lieu thereof:

                  "4.5     Total Indebtedness to Operating Cash Flow Ratio.

                           Borrower   shall  not   permit  the  ratio  of  Total
                  Indebtedness calculated as of the last day of any month during
                  the  periods set forth  below to  Operating  Cash Flow for the
                  twelve (12) month period ending on such day to be greater than
                  the amount set forth below for such period:

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<PAGE>


                           Period                                      Ratio

                  July 1, 1999 through September 30, 1999               7.9
                  October 1, 1999 through December 31, 1999             7.9
                  January 1, 2000 through June 30, 2000                 7.2
                  July 1, 2000 through December 31, 2000                6.9
                  January 1, 2001 through June 30, 2001                 6.7
                  July 1, 2001 through June 30, 2002                    6.20
                  July 1, 2002 and thereafter                           5.75

                           "Total  Indebtedness,  Operating  Cash Flow,  will be
                  calculated as illustrated as Exhibit 4.6(C)."

                  (e) Exhibit  4.6(C) is amended by deleting the portion of that
Exhibit setting forth the calculations for determining  compliance with covenant
4.5  Total  Indebtedness  to  Operating  Cash  Flow  Ratio in its  entirety  and
substituting the calculations attached on Exhibit A.

         3.  Conditions.  The  effectiveness of this Amendment is subject to the
following  conditions  precedent  (unless  specifically  waived  in  writing  by
Lender):

                  (a) Borrower shall have executed and delivered this Amendment,
and such other  documents and  instruments as Lender may require shall have been
executed and/or delivered to Lender;

                  (b) All proceedings  taken in connection with the transactions
contemplated  by this Amendment and all documents,  instruments  and other legal
matters incident thereto shall be satisfactory to Lender and its legal counsel;

                  (c) No Default or Event of Default  shall have occurred and be
continuing.

        4.  Representations and Warranties.  To induce Lender to enter into this
Amendment, Borrower represents and warrants to Lender:

                  (a) that  the  execution,  delivery  and  performance  of this
Amendment has been duly authorized by all requisite corporate action on the part
of Borrower and that this  Amendment  has been duly  executed  and  delivered by
Borrower;

                  (b) each of the  representations  and  warranties set forth in
Section 5 of the Agreement (Other than those which, by their terms, specifically
are made as of certain  date prior to the date  hereof)  are true and correct in
all material respects as of the date hereof;

                  (c)  Borrower  has made an  assessment  of the  microchip  and
computer-based  systems and the software  used in its  business,  and based upon
such  assessment,  believes that it will be "Year 2000  Compliant" by January 1,
2000.  For  purposes of this  paragraph,  "Year 2000  Compliant"  means that all
software, embedded microchips and other processing capabilities utilized by, and
material to the business operations or financial condition of, Borrower are able
to interpret,  store, transmit, receive and manipulate data on and involving all
calendar dates correctly and without  causing any abnormal  ending  scenarios in
relation to dates in and after the Year 2000.  From time to time, at the request
of Lender,  Borrower  shall  provide to Lender such  updated  information  as is
requested regarding the status of its efforts to become Year 2000 Compliant.


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<PAGE>

         5.  Severability.  Any provision of this  Amendment  held by a court of
competent  jurisdiction  to be  invalid  or  unenforceable  shall not  impair or
invalidate  the  remainder of this  Amendment  and the effect  thereof  shall be
confined to the provision so held to be invalid or unenforceable.

         6.  References.  Any  reference  to  the  Agreement  contained  in  any
document,  instrument  or agreement  executed in  connection  with the Agreement
shall  be  deemed  to be a  reference  to the  Agreement  as  modified  by  this
Amendment.

         7.  Counterparts.  This  Amendment  may be  executed  in  one  or  more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.

         8.  Ratification.  The terms and provisions set forth in this Amendment
shall  modify  and  supersede  all  inconsistent  terms  and  provisions  of the
Agreement and shall not be deemed to be a consent to the  modification or waiver
of any other term or condition of the  Agreement.  Except as expressly  modified
and superseded by this Amendment,  the terms and provisions of the Agreement are
ratified and confirmed and shall continue in full force and effect.














                                       4
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly  executed  under seal and  delivered by their  respective  duly  authorized
officers on the date first written above.

Heller Financial, Inc.                     AKI, INC.

By:     /S/ GEORGE F. KURTESON             By       /S/ KENNETH BUDDE
        ----------------------                      ----------------------------
Title:  Senior Vice President              Title:   Chief Financial Officer


                                           AKI HOLDING CORP.

                                           By:      /S/ KENNETH BUDDE
                                                    ----------------------------
                                           Title:   Chief Financial Officer













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<PAGE>


                                                                    EXHIBIT A to
                                                                  EXHIBIT 4.6(C)



                             COMPLIANCE CERTIFICATE

                                    AKI, INC.

                          Date: _______________, 199__

          Covenant 4.5 Total Indebtedness to Operating Cash Flow Ratio

Total Indebtedness:

Average daily principal  balance of the Revolving Loans for the one month period
ending on the date set forth above
                                                                     $----------
Plus:    Outstanding principal balance of all other Indebtedness,
         excluding Subordinated Indebtedness held by SBA and
         Refinanced Subordinated Indebtedness
                                                                     -----------
Total Indebtedness                                                   $__________

Operating Cash Flow (defined in 4.4)                                 $__________

Total Indebtedness to Operating Cash Flow Ratio                      ___________

Maximum Total Indebtedness to Operating Cash Flow Ratio
                                                                     -----------
In Compliance                                                           Yes/No