EXHIBIT 4(i)

                              AMSCAN HOLDINGS, INC.

                     THIRD AMENDMENT TO AMENDED AND RESTATED
                         REVOLVING LOAN CREDIT AGREEMENT

          This THIRD  AMENDMENT  TO AMENDED AND RESTATED  REVOLVING  LOAN CREDIT
AGREEMENT (this "Amendment") is dated as of July 3, 2002 and entered into by and
among AMSCAN HOLDINGS, INC., a Delaware corporation  ("Company"),  the financial
institutions  listed on the signature  pages hereof  ("Lenders"),  GOLDMAN SACHS
CREDIT   PARTNERS   L.P.,  as  arranger  and   syndication   agent  for  Lenders
("Arranger"),   FLEET  NATIONAL  BANK,  as  administrative   agent  for  Lenders
("Administrative  Agent"), and, for purposes of Section 4 hereof, the Subsidiary
Guarantors  listed on the signature pages hereof,  and is made with reference to
that certain  Amended and Restated  Revolving Loan Credit  Agreement dated as of
September  17, 1998,  as amended to the date hereof (as so amended,  the "Credit
Agreement") by and among Company,  Lenders,  Arranger and Administrative  Agent.
Capitalized  terms used herein without  definition  shall have the same meanings
herein as set forth in the Credit  Agreement as amended by this  Amendment  (the
"Amended Agreement").

                                    RECITALS

          WHEREAS, Company and Lenders desire to (a) amend certain provisions of
the Credit  Agreement to (i) extend the Revolving  Loan  Commitment  Termination
Date to December 31, 2003,  (ii) adjust certain  financial  covenants  contained
therein,  and (iii) increase the interest rates applicable to Loans  thereunder,
and (b) make  certain  other  amendments  to the Credit  Agreement  as set forth
below;

          NOW,  THEREFORE,  in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

          Section 1.   AMENDMENTS TO THE CREDIT AGREEMENT

          1.1   Amendments to Section 1: Provisions Relating to Defined Terms

          A.  Subsection 1.1 of the Credit Agreement is hereby amended by adding
thereto  the   following   definitions,   which  shall  be  inserted  in  proper
alphabetical order:

               "Third  Amendment"  means that certain Third Amendment to Amended
          and Restated  Revolving Loan Credit Agreement dated as of July 3, 2002
          by and among Company, Lenders, Arranger and Administrative Agent.

               "Third Amendment Effective Date" has the meaning assigned to that
          term in the Third Amendment.

          B. Subsection 1.1 of the Credit Agreement is hereby further amended by
inserting  the  following  sentence  at the end of each  of the  definitions  of
"Applicable  Revolving Base Rate Margin" and  "Applicable  Revolving  Eurodollar
Rate Margin" contained therein:



<PAGE>


          "Anything in this definition to the contrary  notwithstanding,  (a) as
          at any date of determination during the period commencing on the Third
          Amendment  Effective Date and ending on June 30, 2003, each percentage
          set forth in the table above shall be  increased  by 1.00%,  (b) as at
          any date of determination during the period commencing on July 1, 2003
          and ending on September  30, 2003,  each  percentage  set forth in the
          table above  shall be  increased  by 1.50%,  and (c) as at any date of
          determination  after  September 30, 2003, each percentage set forth in
          the table above shall be increased by 2.00%."

          C. Subsection 1.1 of the Credit Agreement is hereby further amended by
restating the following  definitions  contained therein,  in their entirety,  as
follows:

               "Applicable  Revolving Commitment Fee Percentage" means (i) as at
          any date of determination prior to the Third Amendment Effective Date,
          a rate per annum equal to the  percentage set forth in the table below
          opposite the  Applicable  Leverage  Ratio in effect as of such date of
          determination,  any change in the Applicable  Revolving Commitment Fee
          Percentage to be effective on the date of any corresponding  change in
          the Applicable Leverage Ratio:

          =========================          ===================================
          Applicable Leverage Ratio          Applicable Revolving Commitment Fee
                                                         Percentage
          =========================          ===================================
          4.75:1.00 or greater                              0.50%

          3.75:1.00 or greater, but less
          than 4.75:1.00                                    0.375%

          less than 3.75:1.00                               0.25%
          =========================          ===================================

          ; and  (ii) as at any date of  determination  on or  after  the  Third
          Amendment Effective Date, a rate per annum equal to the percentage set
          forth in the table below  opposite the  Applicable  Leverage  Ratio in
          effect as of such date of determination,  any change in the Applicable
          Revolving Commitment Fee Percentage to be effective on the date of any
          corresponding change in the Applicable Leverage Ratio:

          =========================          ===================================
          Applicable Leverage Ratio          Applicable Revolving Commitment Fee
                                                         Percentage
          =========================          ===================================

          3.00:1.00 or greater                              0.75%

          less than 3.00:1.00                               0.50%

          =========================          ===================================

               "Consolidated  Fixed  Charges"  means,  for any  period,  the sum
          (without   duplication)   of  the  amounts  for  such  period  of  (i)
          Consolidated Cash Interest Expense, (ii) provisions for taxes based on
          income, (iii) scheduled repayments of principal on the Loans and other
          Indebtedness,  and (iv) Consolidated  Capital Expenditures (other than
          Consolidated Capital Expenditures permitted under


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<PAGE>


          clause  (ii)  of  the  last   paragraph  of  subsection  7.8  for  the
          acquisition of land for, and the development and  construction of, the
          New Chester  Distribution  Center and capitalized  interest in respect
          thereof)  to the  extent  paid for in cash,  all of the  foregoing  as
          determined on a consolidated basis for Company and its Subsidiaries in
          conformity  with  GAAP;  provided  that,  for any  period in which any
          proceeds from Revolving Loans or Swing Line Loans are applied directly
          or  indirectly  to repay  principal  on AXELs,  the amount  calculated
          pursuant to clause (iii) above for the relevant period shall equal the
          amount of  scheduled  repayments  of  principal on the Loans and other
          Indebtedness  for the 365-day period ending on the 92nd day after such
          proceeds are so applied;  provided further,  however,  that solely for
          purposes  of  calculating  Consolidated  Fixed  Charges for the period
          ending June 30,  2003,  if proceeds of  Revolving  Loans or Swing Line
          Loans are  applied to the  scheduled  repayment  of AXELs due June 30,
          2003,  the 365-day period  referred to in the preceding  proviso shall
          end on the 90th day  after  such  proceeds  are so  applied  (with the
          effect that the  scheduled  repayment of AXELs due  September 30, 2003
          shall not be included for purposes of calculating  Consolidated  Fixed
          Charges for the period ending June 30, 2003).

               "Revolving Loan Commitment  Termination  Date" means December 31,
          2003.

          1.2   Amendments to Subsection 2.1A: Commitments

          A.  Subsection  2.1A(i) of the Credit  Agreement is hereby  amended by
restating the second sentence thereof in its entirety as follows:

          "Company acknowledges and confirms that (i) each Existing Lender holds
          Existing   Revolving  Loans  in  the  respective   principal   amounts
          outstanding prior to the Restatement Effective Date set forth opposite
          its  name on  Schedule  2.1  annexed  hereto,  and  (ii) on the  Third
          Amendment   Effective   Date,  each  Lender  holds  a  Revolving  Loan
          Commitment in the amount  outstanding  set forth  opposite its name on
          Schedule 2.1B annexed hereto."

          B.  Subsection  2.1A(i)  of the  Credit  Agreement  is hereby  further
amended  by (i)  deleting  the word  "and"  appearing  at the end of clause  (a)
thereof,  (ii)  deleting the "."  appearing at the end of clause (b) thereof and
substituting  therefor "; and",  and (iii) adding at the end of such  subsection
2.1A(i) the following:

          "(c) in no  event  shall  Revolving  Loans  or  Swing  Line  Loans  be
          requested  if, at the time of the  making of such  Revolving  Loans or
          Swing Line  Loans,  the Loan  Parties  have Cash and Cash  Equivalents
          exceeding  $5,000,000  (after  giving effect to such  Revolving  Loans
          and/or Swing Line Loans) or such other amount in excess of  $5,000,000
          as may be approved by  Administrative  Agent and  Arranger in writing;
          provided  that the foregoing  restriction  shall not apply to requests
          for  Revolving  Loans and Swing Line Loans the  proceeds  of which are
          applied to make scheduled  payments of principal on the AXELs on March
          31,  2003 and  June  30,  2003 in  accordance  with and to the  extent
          required under subsection


                                       3
<PAGE>


          2.4A of the AXEL Credit Agreement,  in each case so long as Company is
          in pro forma  compliance  with  subsection  7.6A of this Agreement (as
          calculated in accordance with the proviso  contained in the definition
          of  "Consolidated  Fixed  Charges")  on the  date  such  repayment  of
          principal on AXELs is made)."

          C.  Subsection  2.1A(ii) of the Credit  Agreement is hereby amended by
(i)  deleting the word "and"  appearing  at the end of clause (a) thereof,  (ii)
deleting  the "."  appearing  at the end of clause (b) thereof and  substituting
therefor "; and",  and (iii) adding at the end of such  subsection  2.1A(ii) the
following:

          "(c) in no  event  shall  Swing  Line  Loans  or  Revolving  Loans  be
          requested  if, at the time of the  making of such  Swing Line Loans or
          Revolving  Loans,  the Loan  Parties  have  Cash and Cash  Equivalents
          exceeding  $5,000,000  (after  giving  effect to such Swing Line Loans
          and/or  Revolving  Loans) or such other amount in excess of $5,000,000
          as may be approved by  Administrative  Agent and  Arranger in writing;
          provided  that the foregoing  restriction  shall not apply to requests
          for  Revolving  Loans and Swing Line Loans the  proceeds  of which are
          applied to make scheduled  payments of principal on the AXELs on March
          31,  2003 and  June  30,  2003 in  accordance  with and to the  extent
          required under subsection 2.4A of the AXEL Credit  Agreement,  in each
          case so long as Company  is in pro forma  compliance  with  subsection
          7.6A of this Agreement (as  calculated in accordance  with the proviso
          contained in the definition of  "Consolidated  Fixed  Charges") on the
          date such repayment of principal on AXELs is made)."

          1.3   Amendments to Subsection 2.4A: Prepayments

          A.  Subsection 2.4A(iii) of the Credit  Agreement is hereby amended by
adding the following clauses (h) and (i) at the end thereof:

          "(h) Prepayments Due to Excess Cash and Cash Equivalents. In the event
          that the Loan Parties have Cash and Cash  Equivalents  in an aggregate
          amount  exceeding  $5,000,000 (or an amount greater than $5,000,000 as
          may be approved by  Administrative  Agent and  Arranger in writing) at
          the end of any  Business  Day,  then  Company  shall  as  promptly  as
          practicable on the next succeeding Business Day prepay the Loans in an
          amount equal to such excess.

          (i)  Mandatory  Reduction  on  the  Third  Amendment  Effective  Date.
          Effective  on  and as of  the  Third  Amendment  Effective  Date,  the
          Revolving  Loan   Commitments   shall  be  permanently   reduced  from
          $50,000,000 to  $40,000,000,  and such reduction shall be applied on a
          pro rata basis to reduce each Lender's  Revolving  Loan  Commitment as
          specified in Schedule 2.1B annexed hereto."

          B. Subsection 2.4A(iv)(b) of the Credit Agreement is hereby amended by
adding the following sentence at the end thereof:

          "Any  prepayments  of Loans  under  subsection  2.4A(iii)(h)  shall be
          applied first to repay outstanding Swing Line Loans to the full extent
          thereof and second to repay


                                       4
<PAGE>


          outstanding  Revolving Loans to the full extent thereof (in each case,
          without any reduction of the Commitments)."

          1.4   Amendment to Subsection 2.5A: Use of Proceeds

          Subsection  2.5A of the Credit  Agreement is hereby  amended by adding
the following sentence at the end thereof:

          "Notwithstanding  anything to the contrary  contained herein,  none of
          the  proceeds  of any  Revolving  Loan or Swing  Line Loan made on and
          after the Third Amendment  Effective Date shall be applied directly or
          indirectly to repay  principal on AXELs unless Company is in pro forma
          compliance  with  subsection  7.6A of this Agreement (as calculated in
          accordance   with  the  proviso   contained  in  the   definition   of
          "Consolidated Fixed Charges") on the date such Loan is made and on the
          date such repayment of principal on AXELs is made."

          1.5   Amendments to Section 7: Company's Negative Covenants

          A.   Subsection 7.6 - Financial Covenants

          1. Subsection 7.6A of the Credit Agreement is hereby amended by adding
at the end of the table contained therein the following four rows:

          ====================              ========================
                                              Minimum Fixed Charge
             Period Ending                       Coverage Ratio
          ====================              ========================
          March 31, 2003                           1.00:1.00
          June 30, 2003                            1.00:1.00
          September 30, 2003                       1.00:1.00
          December 31, 2003                        1.00:1.00
          ====================              ========================

          2.  Subsection  7.6B of the  Credit  Agreement  is hereby  amended  by
deleting it in its entirety and substituting therefor the following:

               "B.  [Intentionally Omitted]".

          3. Subsection 7.6C of the Credit Agreement is hereby amended by adding
at the end of the table contained therein the following four rows:

          ====================            ============================
             Period Ending                Maximum Debt to EBITDA Ratio
          ====================            ============================

          March 31, 2003                           4.40:1.00
          June 30, 2003                            4.20:1.00
          September 30, 2003                       4.00:1.00



                                       5
<PAGE>



          December 31, 2003                       3.80:1.00
          ====================            ============================

          B.  Subsection 7.8 - Consolidated Capital Expenditures

          Subsection 7.8 of the Credit  Agreement is hereby amended by adding at
the end of the table contained therein the following row:

          ====================            ============================
             Period Ending                Maximum Debt to EBITDA Ratio
          ====================            ============================

          December 31, 2003                        $15,000,000
          ====================            ============================

          1.6   Amendment to Section 10.1B: Assignments

          Subsection  10.1B(i)  of the  Credit  Agreement  is hereby  amended by
deleting  the  reference  to  "$5,000,000"  contained  therein and  substituting
therefor "$2,000,000".

          1.7   Amendments to Exhibits; Addition of Schedules

          A.  The Credit Agreement  is hereby  amended by amending  the Exhibits
thereto as follows:

                    1. Exhibit I to the Credit  Agreement is amended by deleting
          such Exhibit in its entirety and substituting therefor a new Exhibit I
          in the form of Annex A to this Amendment.

                    2.  Exhibit  V-A to  the  Credit  Agreement  is  amended  by
          deleting  the  phrase  "PROMISSORY  NOTE DUE  ____________,  2002" and
          substituting  therefor the phrase  ""PROMISSORY  NOTE DUE DECEMBER 31,
          2003".

                    3.  Exhibit  V-B to  the  Credit  Agreement  is  amended  by
          deleting  the  phrase  "PROMISSORY  NOTE DUE  ___________,  199__" and
          substituting  therefor the phrase  ""PROMISSORY  NOTE DUE DECEMBER 31,
          2003".

                    4. Exhibit VI to the Credit Agreement is amended by deleting
          Attachment No. 1 thereto in its entirety and  substituting  therefor a
          new Attachment No. 1 in the form of Annex B to this Amendment.

          B.  The Credit Agreement  is hereby  amended  by adding  thereto a new
Schedule 2.1B in the form of Annex C to this Amendment.

          Section 2.  CONDITIONS TO EFFECTIVENESS

          Section  1 of this  Amendment  shall  become  effective  only upon the
satisfaction  of  all  of  the  following  conditions  precedent  (the  date  of
satisfaction of such conditions being referred to herein as the "Third Amendment
Effective Date"):

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<PAGE>


          A.  On or before the Third  Amendment Effective  Date,  Company  shall
deliver to Lenders  (or to  Administrative  Agent for  Lenders  with  sufficient
originally executed copies, where appropriate,  for each Lender and its counsel)
the following, each, unless otherwise noted, dated the Third Amendment Effective
Date:

                    1. A  certificate  of the  corporate  secretary  of  Company
          certifying  as  of  the  Third  Amendment   Effective  Date  that  its
          Certificate  of  Incorporation  attached  thereto is in full force and
          effect  without  modification  or  amendment,  together  with  a  good
          standing  certificate  from the  Secretary  of  State of the  State of
          Delaware  dated a recent date prior to the Third  Amendment  Effective
          Date;

                    2. A  certificate  of the  corporate  secretary  of  Company
          certifying as of the Third  Amendment  Effective  Date that its Bylaws
          delivered on the Restatement Effective Date pursuant to subsection 4.1
          of  the  Credit  Agreement  are  in  full  force  and  effect  without
          modification or amendment;

                    3.  Resolutions  of its  Board of  Directors  approving  and
          authorizing   the  execution,   delivery,   and  performance  of  this
          Amendment,  certified as of the Third Amendment  Effective Date by its
          corporate  secretary or an assistant  secretary as being in full force
          and effect without modification or amendment;

                    4.  Signature and  incumbency  certificates  of its officers
          executing this Amendment; and

                    5. Executed copies of this Amendment.

          B. On or before the Third Amendment Effective Date, Company shall have
paid to each Lender that delivers an executed  counterpart  of this Amendment to
Administrative  Agent on or before such date a non-refundable fee equal to 0.50%
of the amount of such  Lender's  outstanding  Revolving  Loan  Commitment on the
Third Amendment Effective Date after giving effect to this Amendment.

          C. On or before the Third Amendment Effective Date, Company shall have
paid to Administrative Agent and Arranger all of their reasonable  out-of-pocket
costs and  expenses  in  connection  with this  Amendment  and the  transactions
related hereto (including,  without limitation,  reasonable fees and expenses of
their respective counsel).

          D. On or before the Third Amendment Effective Date, Lenders shall have
received originally executed copies of one or more favorable written opinions of
counsel  reasonably  acceptable to Agents,  dated the Third Amendment  Effective
Date, regarding the (i) due incorporation and good standing of Company, (ii) due
authorization,  execution  and delivery of this  Amendment and the New Notes (as
defined below),  (iii)  enforceability of this Amendment,  the Amended Agreement
and the New Notes under New York law,  and (iv) the absence of any  violation or
conflicts with New York law, any charter  documents or bylaws,  the terms of any
material Indebtedness  (including  Indebtedness under the AXEL Credit Agreement,
Indebtedness  under the  Senior  Subordinated  Note  Indenture  and New  Chester
Distribution Center Permanent Financing),  or any injunction,  order or decrees,
resulting from the execution,


                                       7
<PAGE>


delivery or performance  of this  Amendment or the Amended  Agreement or the New
Notes, and otherwise in form and substance reasonably satisfactory to Agents.

          E. On the Third Amendment  Effective Date, Company shall have executed
and delivered (i) to each Lender (or to Administrative  Agent for that Lender) a
Revolving  Note  to  evidence  the  Revolving   Loans  and  the  Revolving  Loan
Commitments  of that Lender as in effect on the Third  Amendment  Effective Date
after giving effect to this Amendment,  and (ii) to the Swing Line Lender (or to
Administrative  Agent for the Swing Line  Lender) a Swing Line Note to  evidence
the Swing Line Loans and the Swing Line Loan Commitment of the Swing Line Lender
as in effect on the Third  Amendment  Effective Date after giving effect to this
Amendment  (such  Revolving  Notes and Swing Line Note,  collectively,  the "New
Notes"). Each of the parties hereto hereby acknowledges and agrees that (x) each
such  Revolving  Note is a  Revolving  Note for all  purposes  under the  Credit
Agreement  and the other  Loan  Documents  and that the  loans  and  commitments
evidenced by such Revolving Notes shall constitute Revolving Loans and Revolving
Loan Commitments,  respectively, for all purposes under the Credit Agreement and
the other  Loan  Documents,  and (y) such Swing Line Note is the Swing Line Note
for all purposes  under the Credit  Agreement  and the other Loan  Documents and
that the loans and commitment evidenced by such Swing Line Note shall constitute
Swing  Line  Loans and the Swing  Line Loan  Commitment,  respectively,  for all
purposes under the Credit Agreement and the other Loan Documents.

          F. On or before the Third Amendment  Effective Date, all corporate and
other  proceedings  taken  or to be taken in  connection  with the  transactions
contemplated  hereby and all documents  incidental  thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and by Arranger
and its counsel shall be  satisfactory  in form and substance to  Administrative
Agent and to Arranger and its counsel, and Administrative Agent and Arranger and
its counsel  shall have  received  all such  counterpart  originals or certified
copies of such  documents as  Administrative  Agent and Arranger may  reasonably
request.

          Section 3.  COMPANY'S REPRESENTATIONS AND WARRANTIES

          In order to induce  Lenders to enter into this  Amendment and to amend
the Credit  Agreement in the manner  provided  herein,  Company  represents  and
warrants to each  Lender that the  following  statements  are true,  correct and
complete:

          A.  Corporate Power and Authority. Company has all requisite corporate
power and authority to enter into this  Amendment and the New Notes and to carry
out the  transactions  contemplated  by, and perform its obligations  under, the
Amended Agreement and the New Notes.

          B.  Authorization  of  Agreements.  The execution and delivery of this
Amendment and the New Notes and the performance of the Amended Agreement and the
New Notes have been duly  authorized  by all necessary  corporate  action on the
part of Company.

          C.  No  Conflict.  The  execution  and  delivery  by  Company  of this
Amendment  and the New Notes  and the  performance  by  Company  of the  Amended
Agreement and the New Notes do not and will not (i) violate any provision of any
law or any governmental rule or


                                       8
<PAGE>


regulation applicable to Company or any of its Subsidiaries,  the Certificate or
Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any
order,  judgment or decree of any court or other agency of government binding on
Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute  (with  due  notice  or lapse of time or both) a  default  under  any
Contractual  Obligation  of Company or any of its  Subsidiaries,  except for any
breach or default  which  could not  reasonably  be  expected to have a Material
Adverse  Effect,  (iii) result in or require the creation or  imposition  of any
Lien upon any of the properties or assets of Company or any of its  Subsidiaries
(other  than  Liens  created  under  any of  the  Loan  Documents  in  favor  of
Administrative  Agent on behalf of  Lenders),  or (iv)  require any  approval of
stockholders  or any  approval  or consent of any Person  under any  Contractual
Obligation of Company or any of its  Subsidiaries,  except for such approvals or
consents  which have been  obtained on or before the Third  Amendment  Effective
Date and  disclosed in writing to Lenders and such consents the failure of which
to receive could not reasonably be expected to have a Material Adverse Effect.

          D.  Governmental  Consents.  The  execution and delivery by Company of
this  Amendment and the New Notes and the  performance by Company of the Amended
Agreement and the New Notes do not and will not require any  registration  with,
consent  or  approval  of, or notice  to, or other  action  to,  with or by, any
federal, state or other governmental authority or regulatory body the failure of
which to receive could not  reasonably  be expected to cause a Material  Adverse
Effect.

          E. Binding Obligation.  This Amendment,  the Amended Agreement and the
New Notes have been duly  executed and  delivered by Company and are the legally
valid and  binding  obligations  of  Company,  enforceable  against  Company  in
accordance with their respective terms,  except as may be limited by bankruptcy,
insolvency,  reorganization,  moratorium or similar laws relating to or limiting
creditors'   rights   generally   or  by   equitable   principles   relating  to
enforceability.

          F.  Incorporation  of  Representations   and  Warranties  From  Credit
Agreement.  The  representations  and  warranties  contained in Section 4 of the
Credit  Agreement  are and will be true,  correct and  complete in all  material
respects on and as of the Third  Amendment  Effective Date to the same extent as
though made on and as of that date,  except to the extent  such  representations
and warranties  specifically  relate to an earlier date, in which case they were
true,  correct and complete in all  material  respects on and as of such earlier
date.

          G. Absence of Default. No event has occurred and is continuing or will
result from the consummation of the transactions  contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.

          Section 4.  ACKNOWLEDGEMENT AND CONSENT

          Company is a party to the Company Pledge  Agreement,  Company Security
Agreement and the Auxiliary Pledge  Agreements,  in each case as amended through
the Third Amendment  Effective Date, pursuant to which Company has created Liens
in  favor  of  Administrative   Agent  on  certain   Collateral  to  secure  the
Obligations.  Each  Subsidiary  Guarantor  is a party  to  Subsidiary  Guaranty,
Subsidiary Pledge Agreement, Subsidiary Security Agreement


                                       9
<PAGE>


and Subsidiary Patent and Trademark Security Agreement,  in each case as amended
through the Third Amendment  Effective  Date,  pursuant to which such Subsidiary
Guarantor has (i) guarantied the  Obligations and (ii) created Liens in favor of
Administrative  Agent on certain  Collateral to secure the  obligations  of such
Subsidiary  Guarantor  under the  Subsidiary  Guaranty.  Company and  Subsidiary
Guarantors are collectively  referred to herein as the "Credit Support Parties",
and the  Subsidiary  Guaranty  and  Collateral  Documents  referred to above are
collectively referred to herein as the "Credit Support Documents".

          Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit  Agreement and this Amendment and consents to
the amendment of the Credit Agreement effected pursuant to this Amendment.  Each
Credit Support Party hereby confirms that each Credit Support  Document to which
it is a party or  otherwise  bound and all  Collateral  encumbered  thereby will
continue  to  guaranty  or  secure,  as the case may be, to the  fullest  extent
possible  the  payment  and  performance  of all  "Guarantied  Obligations"  and
"Secured  Obligations,"  as the  case  may be (in each  case as such  terms  are
defined in the applicable Credit Support Document), including without limitation
the payment and  performance of all such  "Guarantied  Obligations"  or "Secured
Obligations,"  as the case may be, in respect of the  Obligations of Company now
or hereafter existing under or in respect of the Amended Agreement and the Notes
defined therein.  Without limiting the generality of the foregoing,  each Credit
Support Party hereby  acknowledges and confirms the  understanding and intent of
such party  that,  upon the  effectiveness  of this  Amendment,  and as a result
thereof,  the  definition of  "Obligations"  contained in the Amended  Agreement
includes the obligations of Company under the New Notes.

          Each  Credit  Support  Party  acknowledges  and agrees that any of the
Credit  Support  Documents  to  which  it is a party or  otherwise  bound  shall
continue  in full force and effect  and that all of its  obligations  thereunder
shall be valid and  enforceable  and shall not be  impaired  or  limited  by the
execution  or  effectiveness  of  this  Amendment.  Each  Credit  Support  Party
represents and warrants that all representations and warranties contained in the
Amended  Agreement  and the Credit  Support  Documents to which it is a party or
otherwise bound are true,  correct and complete in all material  respects on and
as of the Third  Amendment  Effective  Date to the same extent as though made on
and as of that date,  except to the extent such  representations  and warranties
specifically  relate to an earlier date,  in which case they were true,  correct
and complete in all material respects on and as of such earlier date.

          Each  Credit   Support   Party   acknowledges   and  agrees  that  (i)
notwithstanding  the conditions to  effectiveness  set forth in this  Amendment,
such Credit  Support Party is not required by the terms of the Credit  Agreement
or any other Loan Document to consent to the amendments to the Credit  Agreement
effected  pursuant to this  Amendment and (ii) nothing in the Credit  Agreement,
this Amendment or any other Loan Document shall be deemed to require the consent
of such Credit Support Party to any future amendments to the Credit Agreement.


                                       10
<PAGE>


          Section 5.  MISCELLANEOUS

          A.  Reference to and Effect on the Credit Agreement and the Other Loan
Documents.


               (i) On  and  after  the  Third  Amendment  Effective  Date,  each
          reference in the Credit  Agreement to "this  Agreement",  "hereunder",
          "hereof",  "herein"  or words of like import  referring  to the Credit
          Agreement,  and each  reference  in the other  Loan  Documents  to the
          "Credit  Agreement",  "thereunder",  "thereof" or words of like import
          referring to the Credit Agreement shall mean and be a reference to the
          Amended Agreement.

               (ii) Except as specifically amended by this Amendment, the Credit
          Agreement and the other Loan Documents  shall remain in full force and
          effect and are hereby ratified and confirmed.

               (iii) The execution,  delivery and  performance of this Amendment
          shall not  constitute  a waiver of any  provision  of, or operate as a
          waiver of any right,  power or remedy of  Administrative  Agent or any
          Lender under, the Credit Agreement or any of the other Loan Documents.

          B. Fees and Expenses.  Company  acknowledges  that all costs, fees and
expenses as described in  subsection  10.2 of the Credit  Agreement  incurred by
Administrative  Agent, Arranger and their counsel with respect to this Amendment
and the documents and transactions  contemplated hereby shall be for the account
of Company.

          C.  Headings.  Section and  subsection  headings in this Amendment are
included  herein  for  convenience  of  --------  reference  only and  shall not
constitute  a part of this  Amendment  for any  other  purpose  or be given  any
substantive effect.

          D.  Applicable  Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES  HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN  ACCORDANCE  WITH,  THE  INTERNAL  LAWS OF THE  STATE OF NEW YORK  (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

          E.  Counterparts; Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and  delivered  shall be deemed an original,  but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single  counterpart so that all signature pages are physically  attached to
the same  document.  This  Amendment  (other  than the  provisions  of Section 1
hereof, the effectiveness of which is governed by Section 2 hereof) shall become
effective  upon the  execution of a counterpart  hereof by Company,  Lenders and
each of the Credit  Support  Parties and  receipt by Company and  Administrative
Agent of written or telephonic  notification of such execution and authorization
of delivery thereof.


                                       11
<PAGE>


                  [Remainder of page intentionally left blank]



                                       12
<PAGE>



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

                                   AMSCAN HOLDINGS, INC.


                                   By:   /s/Michael A. Correale
                                       -----------------------------------------
                                         Title: Vice President


                                   AMSCAN INC., (for purposes of Section 4
                                   only) as a Credit Support Party


                                   By:   /s/Michael A. Correale
                                       -----------------------------------------
                                         Title: Vice President


                                   AM-SOURCE, LLC, (for purposes of Section 4
                                   only) as a Credit Support Party


                                   By:   /s/Michael A. Correale
                                       -----------------------------------------
                                       Title: Vice President of Amscan
                                              Holdings, Inc., as Member


                                   TRISAR, INC., (for purposes of Section 4
                                   only) as a Credit Support Party


                                   By:   /s/Michael A. Correale
                                       -----------------------------------------
                                         Title: Assistant Treasurer


                                    M&D BALLOONS, INC., (for purposes of Section
                                    4 only) as a Credit Support Party


                                    By:   /s/Michael A. Correale
                                        ----------------------------------------
                                          Title: Vice President


                                      S-1
<PAGE>


                                    JCS REALTY CORP., (for purposes of Section
                                    4 only) as a Credit Support Party


                                    By:   /s/Michael A. Correale
                                        ----------------------------------------
                                          Title: Assistant Treasurer


                                    SSY REALTY CORP., (for purposes of Section
                                    4 only) as a Credit Support Party


                                    By:   /s/Michael A. Correale
                                        ----------------------------------------
                                          Title: Assistant Treasurer


                                    ANAGRAM INTERNATIONAL, INC., (for purposes
                                    of Section 4 only) as a Credit Support Party


                                    By:   /s/Michael A. Correale
                                        ----------------------------------------
                                          Title: Vice President


                                    ANAGRAM INTERNATIONAL HOLDINGS, INC., (for
                                    purposes of Section 4 only) as a Credit
                                    Support Party


                                    By:   /s/Michael A. Correale
                                        ----------------------------------------
                                          Title: Vice President



                                      S-2

<PAGE>



                                    ANAGRAM INTERNATIONAL, LLC, (for purposes of
                                    Section 4 only) as a Credit Support Party

                                    By: Anagram International, Inc., Member


                                    By:   /s/Michael A. Correale
                                        ----------------------------------------
                                          Title: Manager

                                    and

                                    By: Anagram International Holdings, Inc.,
                                    Member


                                    By:   /s/Michael A. Correale
                                        ----------------------------------------
                                          Title: Vice President


                                    ANAGRAM EDEN PRAIRIE  PROPERTY  HOLDINGS
                                    LLC, (for purposes of Section 4 only) as a
                                    Credit Support Party

                                    By: Anagram International, Inc., Sole Member


                                    By:   /s/Michael A. Correale
                                        ----------------------------------------
                                          Title: Vice President of Amscan
                                          Holdings, Inc. as Member



                                      S-3
<PAGE>


                                    GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                    individually and as Arranger and Syndication
                                    Agent


                                    By:   /s/Elizabeth Fischer
                                        ----------------------------------------
                                          Title: Authorized Signatory



                                      S-4
<PAGE>


                                    FLEET NATIONAL BANK, individually and as
                                    Administrative Agent


                                    By: /s/ William Latham
                                        ----------------------------------------
                                          Title: Director




                                      S-5
<PAGE>



                                    GENERAL ELECTRIC CAPITAL CORPORATION,
                                    as a Lender


                                    By:   /s/Gregory Hong
                                        ----------------------------------------
                                          Title: Gregory Hong
                                          Duly Authorized Signatory




                                      S-6
<PAGE>


                                    TRANSAMERICA BUSINESS CAPITAL CORPORATION,
                                    as a Lender By:


                                    By:   /s/ Stephen Goetschius
                                        ----------------------------------------
                                          Title: Senior Vice President




                                      S-7
<PAGE>



                                     ANNEX A

                           FORM OF NOTICE OF BORROWING


See attached.






                                      A-1

<PAGE>


                                     ANNEX A

                          [FORM OF NOTICE OF BORROWING]

                               NOTICE OF BORROWING


          Pursuant to that certain  Amended and Restated  Revolving  Loan Credit
Agreement dated as of September 17, 1998, as amended,  supplemented or otherwise
modified to the date hereof (said Credit Agreement, as so amended,  supplemented
or otherwise modified,  being the "Credit Agreement",  the terms defined therein
and not otherwise defined herein being used herein as therein  defined),  by and
among AMSCAN HOLDINGS, INC., a Delaware corporation  ("Company"),  the financial
institutions  listed  therein  as  Lenders  ("Lenders"),  GOLDMAN  SACHS  CREDIT
PARTNERS L.P., as Arranger and  Syndication  Agent,  and FLEET NATIONAL BANK, as
administrative  agent for  Lenders  ("Administrative  Agent"),  this  represents
Company's request to borrow as follows:

         1.     Date of borrowing:         ___________________, _________
                -----------------

         2.     Amount of borrowing:       $___________________
                -------------------

         3.     Lender(s):                 a. Lenders, in accordance with their
                ----------                    applicable Pro Rata Shares
                                           b. Swing Line Lender

         4.     Type of Loans:             a. Revolving Loans
                -------------              b. Swing Line Loan


         5.     Interest rate option:      a. Base Rate Loan(s)
                --------------------       b. Eurodollar Rate Loans with an
                                              initial Interest Period of
                                              ____________ month(s)

The  proceeds  of  such  Loans  are to be  deposited  in  Company's  account  at
Administrative Agent.

          The  undersigned  officer,  to the best of his or her  knowledge,  and
Company certify that:

          (i)  The  representations  and  warranties  contained  in  the  Credit
          Agreement and the other Loan Documents are true,  correct and complete
          in all  material  respects  on and as of the date  hereof  to the same
          extent  as  though  made on and as of the date  hereof,  except to the
          extent such  representations and warranties  specifically relate to an
          earlier date, in which case such  representations  and warranties were
          true,  correct and complete in all material respects on and as of such
          earlier date;

          (ii) No event has occurred and is  continuing or would result from the
          consummation   of  the  borrowing   contemplated   hereby  that  would
          constitute an Event of Default or a Potential Event of Default;



                                      A-2

<PAGE>


          (iii)  Company has performed in all material  respects all  agreements
          and satisfied all conditions which the Credit Agreement provides shall
          be performed or satisfied by it on or before the date hereof;

          (iv) The Total  Utilization of the Revolving Loan Commitments does not
          exceed  the  Revolving  Loan  Commitments  in effect as of the date of
          borrowing;

          (v) The Total  Utilization of the Revolving Loan  Commitments does not
          exceed  the sum of the  Borrowing  Base in  effect  as of the  date of
          borrowing plus (1) all amounts up to $23,500,000  spent on the Anagram
          Acquisition  and  (2) all  amounts  spent  on or  before  the  date of
          borrowing on Permitted Business  Acquisitions (in each case other than
          amounts  funded  through equity  issuance or  indebtedness  other than
          Loans);

          (vi)  [Company  does not have  more than  $5,000,000  of Cash and Cash
          Equivalents  (both  before and after  giving  effect to the  requested
          Loans)]1; and

          (vii) None of the  proceeds  of the  requested  Loans shall be applied
          directly or indirectly to repay  principal on AXELs unless  Company is
          in pro forma  compliance with subsection 7.6A of the Credit  Agreement
          (as  calculated  in  accordance  with  the  proviso  contained  in the
          definition of "Consolidated Fixed Charges") on the date such repayment
          of principal on AXELs is made).




DATED: ____________________                  AMSCAN HOLDINGS, INC.


                                             By: __________________________
                                             Title: ________________________


1  The foregoing  certification shall not be required for the requested Loans if
   the proceeds of such requested  Loans are applied to make scheduled  payments
   of principal  on the AXELs on March 31, 2003 and June 30, 2003 in  accordance
   with and to the extent  required  under  subsection  2.4A of the AXEL  Credit
   Agreement,  in each case so long as Company is in pro forma  compliance  with
   subsection 7.6A of the Credit Agreement (as calculated in accordance with the
   proviso  contained in the definition of "Consolidated  Fixed Charges") on the
   date such repayment of principal on AXELs is made.


                                      A-3
<PAGE>



                                     ANNEX B

              ATACHMENT NO. 1 TO THE FORM OF COMPLIANCE CERTIFICATE


See attached.




                                      B-1
<PAGE>


                                     ANNEX B

                                ATTACHMENT NO. 1

                            TO COMPLIANCE CERTIFICATE


          This  Attachment  No. 1 is attached to and made a part of a Compliance
Certificate  dated as of  ____________,  200_ and  pertains  to the period  from
____________, 200_ to ____________, 200_. Subsection references herein relate to
subsections of the Credit Agreement.

A.  INDEBTEDNESS

        1.a.    Indebtedness   permitted  under   subsection
                7.1(iii)  of  any  Foreign  Subsidiaries  to
                Company and its Domestic Subsidiaries:            $_____________

          b.    Maximum    Indebtedness   under   subsection
                7.1(iii)  of  any  Foreign  Subsidiaries  to
                Company and its Domestic Subsidiaries:            $   2,000,000

        2.a.    Indebtedness   permitted  under   subsection
                7.1(v)  evidenced  by  Senior   Subordinated
                Notes:                                            $_____________

          b.    Maximum permitted under subsection 7.1(v):        $ 110,000,000

        3.a.    Indebtedness   permitted  under   subsection
                7.1(vi)  with  respect  to  purchase   money
                Indebtedness   incurred   to   finance   the
                purchase   price  of  specific   assets  and
                Capital Leases and non-recourse Indebtedness
                in respect of new Subsidiaries:                  $______________

          b.    Maximum permitted under subsection 7.1(vi):      $    5,000,000

        4.a.    Indebtedness   permitted  under   subsection
                7.1(vii)   of  Foreign   Subsidiaries   with
                respect  to  overdraft   facilities  with  a
                foreign  bank used to fund  working  capital
                obligations of such Foreign Subsidiary:          $______________

          b.    Maximum permitted under subsection 7.1(vii):     $    2,000,000

        5.a.    Additional      unsecured       subordinated
                Indebtedness   permitted  under   subsection
                7.1(viii):                                       $______________

          b.    Maximum permitted under subsection 7.1(viii):    $   90,000,000


                                       B-2
<PAGE>


        6.      Indebtedness   permitted  under   subsection
                7.1(ix)   with   respect   to   Indebtedness
                replacing of  refinancing  any  Indebtedness
                permitted under subsections  7.1(iv),  (vi),
                (vii)   or   (xi)   (describe   Indebtedness
                refinanced    and   the    maximum    amount
                permitted):                                     $_______________

        7.a.    AXELs permitted under subsection 7.1(x)         $_______________

          b.    Maximum AXELs permitted under subsection
                7.1(x)                                          $  157,000,000

        8.a.    Other    Indebtedness     permitted    under
                subsection 7.1(xi):                             $_______________

          b.    Maximum permitted under subsection 7.1(xi):     $    5,000,000

B.  LIENS

        1.a.    Indebtedness   secured  by  Liens  permitted
                under subsection 7.2A(v):                       $_______________

          b.    Maximum  amount of  Indebtedness  secured by
                Liens under subsection 7.2A(v):                 $    5,000,000

C.  INVESTMENTS

        1.a.    Equity  Investments in wholly-owned  Foreign
                Subsidiaries by Company and its wholly-owned
                Domestic Subsidiaries:                          $_______________

          b.    Maximum equity investments permitted under
                subsection 7.3(vii):                            $    7,000,000

          c.    Investments    in    wholly-owned    Foreign
                Subsidiaries by Company and its wholly-owned
                Domestic Subsidiaries by loan or advance:       $_______________

          d.    Maximum loan or advances permitted under
                subsection 7.3(vii):                            $_______________

        2.a     Other Investments permitted under subsection
                7.3(viii):                                      $_______________

          b.    Maximum permitted under subsection 7.3(viii):   $    7,000,000

        3.      Investment  of proceeds  of the  issuance of
                Company  Common Stock in private  issuances:    $_______________



                                       B-3
<PAGE>


D.  CONTINGENT OBLIGATIONS

        1.a.    Contingent  Obligations  of Company  and its
                Domestic    Subsidiaries   in   respect   of
                Commercial Letters of Credit permitted under
                subsection 7.4(iii):                            $_______________

          b.    Maximum permitted under subsection 7.4(iii):    $    3,000,000

        2.a.    Contingent  Obligations  of Company  and its
                Domestic  Subsidiaries in respect of Standby
                Letters of Credit permitted under subsection
                7.4(iii):                                       $_______________

          b.    Maximum permitted under subsection 7.4(iii):    $    2,000,000

        3.a.    Contingent     Obligations     of    Foreign
                Subsidiaries   in  respect   of   Commercial
                Letters of Credit permitted under subsection
                7.4(iii):                                       $_______________

          b.    Maximum permitted under subsection 7.4(iii):    $    2,000,000

        4.a.    Contingent   Obligations   in   respect   of
                customary  purchase  price  adjustments  and
                contingent earnout  obligations  incurred in
                connection with Asset Sales:                    $_______________

          b.    Maximum   permitted   for   purchase   price
                adjustments  and  contingent  earnouts under
                subsection 7.4(iv):                             $    5,000,000

        5.a.    Contingent  Obligations  under guarantees of
                obligations    of   suppliers,    customers,
                franchisees  and licensees  permitted  under
                subsection 7.4(v):                              $_______________

          b.    Maximum permitted under subsection 7.4(v):      $    1,000,000

        6.a.    Other Contingent Obligations:                   $_______________

          b.    Maximum permitted under subsection 7.4(viii):   $    5,000,000

E.  RESTRICTED JUNIOR PAYMENTS

        1.a.    Restricted  Junior  Payments  in  respect of
                repurchases   of  stock  and  options   from
                officers,   directors  and  employees  (list
                amounts for current year and title of person
                to whom  payment  made and  aggregate of all
                payments    since   the    Closing    Date):    $_______________




                                       B-4
<PAGE>


          b.    Maximum amount  permitted  under  subsection
                7.5 for  current or former  chief  executive
                officer:                                        $5,000,000/year

          c.    for other officers,  directors and employees
                as a group:                                     $2,500,000/year

          d.    aggregate  for all such Persons from Closing
                Date:                                           $10,000,000

F.   MINIMUM FIXED CHARGE COVERAGE RATIO (for  the
     four-Fiscal Quarter period ending _____________, 20__)

        1.      Consolidated Net Income:                        $_______________

        2.      Consolidated Interest Expense:                  $_______________

        3.      Provisions for taxes based on income:           $_______________

        4.      Total depreciation expense:                     $_______________

        5.      Total amortization expense:                     $_______________

        6.      Non-recurring  expenses and charges relating
                to  the  transactions  contemplated  by  the
                Related  Agreements,  the Loan Documents and
                the Anagram Acquisition Agreement, including
                special   bonuses   payable  in   connection
                therewith:                                      $_______________

        7.      Other non-cash  items reducing  Consolidated
                Net   Income   (including   provisions   for
                minority  interests)  but only to the extent
                such items have been deducted from operating
                income  for  such   period  in   determining
                Consolidated Net Income:                        $_______________

        8.      Other non-cash items increasing Consolidated
                Net Income:                                     $_______________

        9.      Consolidated  Adjusted  EBITDA  (1+2+3+4+5+6
                +7+8):                                          $_______________

        10.     Consolidated    Cash    Interest    Expense:    $_______________

        11.     Provisions   for  taxes   based  on  income:    $_______________



                                       B-5
<PAGE>


        12.     Scheduled  repayments  of  principal  on the
                Loans and other Indebtedness (for any period
                in which any proceeds from  Revolving  Loans
                or Swing Line Loans are applied  directly or
                indirectly  to  repay  principal  on  AXELs,
                insert the amount of scheduled repayments of
                principal    on   the    Loans   and   other
                Indebtedness  for the 365-day  period ending
                on the 92nd day after such  proceeds  are so
                applied;  provided that, solely for purposes
                of  calculating  Consolidated  Fixed Charges
                for the  period  ending  June 30,  2003,  if
                proceeds  of  Revolving  Loans or Swing Line
                Loans are applied to the scheduled repayment
                of  AXELs  due June 30,  2003,  the  365-day
                period  referred  to above  shall end on the
                90th day after such  proceeds are so applied
                (with   the   effect   that  the   scheduled
                repayment  of AXELs due  September  30, 2003
                shall  not  be  included   for  purposes  of
                calculating  Consolidated  Fixed Charges for
                the   period    ending   June   30,   2003):    $_______________

        13.     Consolidated   Capital  Expenditures  (other
                than   Consolidated   Capital   Expenditures
                permitted  under  clause  (ii)  of the  last
                paragraph   of   subsection   7.8   for  the
                acquisition of land for, and the development
                and   construction   of,  the  New   Chester
                Distribution Center and capitalized interest
                in respect  thereof)  to the extent  paid in
                cash:                                           $_______________

        14.     Consolidated Fixed Charges (10+11+12+13):       $_______________

        15.     Fixed Charge Coverage Ratio (9):(14):            ____:1.00

        16.      Minimum ratio required under subsection 7.6A:   ____:1.00

G.  MAXIMUM LEVERAGE RATIO (as of _____________, 20__)

        1.      Consolidated Total Debt:                        $_______________

        2.      Consolidated Adjusted EBITDA (F.9 above):       $_______________

        3.      Leverage Ratio (1):(2):                          ____:1.00

        4.      Maximum ratio permitted under subsection 7.6C:   ____:1.00

H.  FUNDAMENTAL CHANGES

        1.a.    Aggregate  fair market  value of assets sold
                in any one or more Asset Sales after Closing
                Date in one or more  transactions  permitted
                under  subsection  7.7(v) excluding the sale
                of  the   Chester,   New  York,   Melbourne,
                Australia, and Montreal,  Quebec properties:    $_______________


                                      B-6
<PAGE>


          b.    Maximum permitted under subsection 7.7(v):      $    1,000,000

        2.a.    Aggregate expenditures on Permitted Business
                Acquisitions  made after the Closing Date in
                one or  more  transactions  permitted  under
                subsection 7.7(vi):                             $_______________

          b.    Maximum  permitted under subsection  7.7(vi)
                (other  than  from  proceeds  of  additional
                equity,   additional   AXELs  or  additional
                Subordinated Indebtedness) (for such amounts
                show pro forma compliance with the financial
                covenants under subsection 7.6 and pro forma
                Consolidated     Senior    Leverage    Ratio
                compliance):                                    $_______________

I.  CONSOLIDATED CAPITAL EXPENDITURES

        1.a.    Aggregate  amount  of  Consolidated  Capital
                Expenditures   for   Fiscal    Year-to-date:    $_______________

          b.    Maximum  amount  of   Consolidated   Capital
                Expenditures  permitted under subsection 7.8
                for Fiscal Year:                                $_______________

        2.      Aggregate  amount  of  Consolidated  Capital
                Expenditures for Fiscal  Year-to-date funded
                from additional equity after the Restatement
                Effective Date:                                 $_______________

        3.a     Aggregate  amount  of  Consolidated  Capital
                Expenditures  used to  purchase a fee simple
                interest  in the  land  for the New  Chester
                Distribution  Center and for the development
                and  construction of  improvements  thereon:    $_______________

          b.    Maximum amount permitted under subsection 7.8:  $   27,000,000

        4.a     Aggregate  amount  of  Consolidated  Capital
                Expenditures  funded  from the  issuance  of
                additional Company common stock in a private
                issuance   after   the   Second    Amendment
                Effective Date:                                 $_______________

        b.      Minimum amount  permitted  under  subsection
                7.8                                             $    6,000,000


                                       B-7
<PAGE>


J.  Maximum Senior Leverage Ratio

        1.      Consolidated Senior Total Debt:                 $_______________

        2.      Consolidated Adjusted EBITDA (F.9 above):       $_______________

        3.      Senior Leverage Ratio (1):(2):                   ____:1.00

        4.      Maximum  ratio  permitted  under  subsection
                7.7(vi):                                         ____:1.00



                                       B-8
<PAGE>



                                     ANNEX C

                      SCHEDULE 2.1B TO THE CREDIT AGREEMENT

                 Revolving Loan Commitments and Pro Rata Shares
                 ----------------------------------------------
                    as of the Third Amendment Effective Date
                    ----------------------------------------


A.   Before giving effect to the  $10,000,000  reduction of the  Revolving  Loan
Commitments  pursuant to subsection  2.4A(iii)(i)  of the Credit  Agreement,  as
amended by the Third Amendment:

                                                                      Pro Rata
    Lender                                      Commitment            Share
    ------                                      ----------            ---------

    Fleet National Bank                         $14,000,000              28%

    General Electric Capital Corp.              $12,000,000              24%

    Goldman Sachs                               $12,000,000              24%

    Transamerica Business Capital Corp.         $12,000,000              24%


             Total Commitment:         $50,000,000



B.  After  giving effect to the  $10,000,000  reduction  of the  Revolving  Loan
Commitments  pursuant to subsection  2.4A(iii)(i)  of the Credit  Agreement,  as
amended by the Third Amendment:

                                                                       Pro Rata
    Lender                                      Commitment             Share
    ------                                      ----------             ---------

    Fleet National Bank                         $11,200,000              28%

    General Electric Capital Corp.              $ 9,600,000              24%

    Goldman Sachs                               $ 9,600,000              24%

    Transamerica Business Capital Corp.         $ 9,600,000              24%


             Total Commitment:         $40,000,000







                                      C-1