# AMSCAN HOLDINGS, INC.

# FIRST AMENDMENT

AND LIMITED WAIVER

TO AMENDED AND RESTATED AXEL CREDIT AGREEMENT

This FIRST  AMENDMENT  TO AMENDED  AND  RESTATED  AXEL  CREDIT  AGREEMENT  (this
Amendment)  is dated as of  September  19, 2000 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),  and FLEET  NATIONAL  BANK,  as  administrative  agent for Lenders
(Administrative Agent), and is made with reference to that certain Amended and
Restated Axel 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.

RECITALS

WHEREAS,  Company and Lenders  desire to amend certain  provisions of the Credit
Agreement  and to waive  certain  other  provisions  of the credit  agreement in
connection with Company's  proposed  development,  construction and financing of
the New Chester  Distribution  Center (as  hereinafter  defined on the terms and
conditions set forth herein):

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

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

| | New
Chester Distribution Center means the new distribution center to be
built by Company or one of its Subsidiaries in Chester, New York on land
acquired after the date hereof.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | New Chester Distribution Center Collateral means the land and improvements comprising the New Chester
                  Distribution Center.
| | ----------------------------------------------------------------------------------------------------------------------------------------------

| | New
Chester Distribution Center Permanent Financing means Indebtedness,
including Indebtedness to the New York Jobs Development Authority d/b/a Empire
State Development Corporation and Fleet Bank or another institutional lender,
the proceeds of which are used to repay Indebtedness (including Revolving Loans)
incurred to finance the construction and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  |  |  | EXECUTION
|------------------------------------------ |  |  |  | ---------

| | development
of the New Chester Distribution Center, provided that (i) such Indebtedness is
secured only by liens permitted under subsection 6.2(iv), (ii) the aggregate
amount of such Indebtedness does not exceed $21,000,000 at any time (reduced by
any principal payments thereon) and (iii) the proceeds thereof are applied to
repay Revolving Loans dollar for dollar to the extent there are Revolving Loans
outstanding and (iv) the other terms thereof are reasonably acceptable to
Administrative Agent and Arranger.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.2    Amendment to Subsection 2.2: Interest on the Loans

The last sentence of Subsection 2.2A of the Credit Agreement is hereby amended by restating it in its entirety as
follows:

| | Subject to the provisions of subsections 2.2E and 2.7, the AXELs shall
bear interest through maturity as follows:
| | ------------------------------------------------------------------------------------------------------------------

| | (i)    if a Base Rate AXEL,
then at the sum of the Base Rate plus 1-5/8% per annum; or
| | --------------------------------------------------------------------------------------

| | (ii)    if a Eurodollar Rate AXEL,
then at the sum of the Adjusted Eurodollar Rate plus 2-5/8% per annum.
| | ----------------------------------------------------------------------------------------------------------

1.3    Amendments to Section 6:  Company's Negative Covenants

A.    Subsection 6.1  Indebtedness and Issuance
of Disqualified Stock

Subsection 6.1 of the Credit Agreement is hereby amended by adding a new clause (xiii) to read in its entirety as
follows:

| | (xiii) Company and any of its Subsidiaries may become liable for the New Chester Distribution Center Permanent
                  Financing.
| | ---------------------------------------------------------------------------------------------------------------------------------------------

B.    
Subsection 6.2  Liens and Related Matters

Subsection  6.2A of the Credit  Agreement is amended by adding a new clause (iv)
to read in its entirety as follows:

| | and
(iv) Liens on the New Chester Distribution Center Collateral securing the New
Chester Distribution Center Permanent Financing,
provided that such Liens attach only to the
New Chester Distribution Center Collateral.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 2.    LIMITED WAIVER

A.
    In order to facilitate the take-out financing for the
Revolving Loans used to develop and construct the New Chester Distribution
Center, subject to the terms and conditions hereof, Requisite AXEL Lenders
hereby waive compliance with Section 5.9 of the Credit Agreement to the extent,
but only to the extent necessary, to permit Collateral Agent to release all of
its Liens on the New Chester Distribution Center Collateral upon the incurrence
of

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | 2 |  | EXECUTION
|------------------------------------------ |  | - |  | ---------

the New Chester  Distribution  Center Permanent  Financing  provided no Event of
Default or  Potential  Event of Default  shall then exist and be  continuing  or
would result from such  financing.  Requisite  AXEL Lenders  further  consent to
Collateral  Agent  entering  into any  documents  reasonably  required  upon the
incurrence  of the New  Chester  Distribution  Center  Permanent  Financing,  to
release  the lien of  Collateral  Agent on  behalf  of AXEL  Lenders  on the New
Chester  Distribution  Center  Collateral  to  the  extent  provided  for in the
immediately proceeding sentence.

B.    Without limiting the generality of Section 9.6 of the
Credit Agreement, the waiver set forth in this Section 2 shall be limited
precisely as written and relates solely to the non-compliance by Company and its
Subsidiaries with the provisions of subsection 5.9 of the Credit Agreement in
the manner and to the extent set forth above and nothing herein shall be deemed
to constitute a waiver of compliance with respect to subsection 5.9 in any other
instance of to constitute a waiver of any other provision of the Credit
Agreement or any other instrument or agreement referred to therein.

Section 3.    CONDITIONS TO EFFECTIVENESS

Sections 1 and 2 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
First Amendment Effective Date):

A.    On or before the First 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 First
Amendment Effective Date:

| | 1.      A certificate of the corporate secretary of Company certifying as of the First Amendment Effective
         Date that its Certificate of Incorporation delivered on the Restatement Effective Date pursuant to subsection 4.1 of the
         Credit Agreement 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 First Amendment Effective Date;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2.      A certificate of the corporate secretary of Company certifying as of the First 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 First 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   4.
Signature and incumbency certificates of its officers executing this Amendment; and4.       Signature and incumbency certificates of its officers executing this Amendment; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5.      Executed copies of this Amendment.
| | ------------------------------------------

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | 3 |  | EXECUTION
|------------------------------------------ |  | - |  | ---------

B.    On or before the First 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.

C.    On or before the First Amendment Effective Date,
Company shall have paid to each Lender which has delivered to Administrative
Agent an executed counterpart of the Amendment on or before such date an
amendment fee of 0.05% of such Lenders AXELs then outstanding.

D.    On or before the First 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 First
Amendment Effective Date, regarding the (i) due incorporation and good standing
of Borrower (ii) due authorization, execution and delivery of this Amendment,
(iii) enforceability of this Amendment and the Amended Agreement (as defined in
Section 4.A below) under New York law and (iv) the absence of any violation or
conflict with New York law, any charter documents or bylaws or any injunction,
order or decrees, resulting from the execution, delivery or performance of this
Amendment or the Amended Agreement, and otherwise in form and substance
reasonably satisfactory to Agents.

Section 4.  COMPANYS REPRESENTATIONS AND WARRANTIES

In order to induce  Lenders to enter into this Amendment and to amend the Credit
Agreement and provide waivers thereunder 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 to
carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the
Amended Agreement).

B.    Authorization of Agreements.    The execution and delivery of this Amendment and the performance of the Amended Agreement 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  performance  by
Company of the Amended  Agreement do not and will not (i) violate any  provision
of any law or any governmental  rule or 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

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | 4 |  | EXECUTION
|------------------------------------------ |  | - |  | ---------

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 First  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  performance  by Company of the  Amended  Agreement  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 and the Amended Agreement 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 First 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 5.    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 First
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 and Subsidiary  Patent and Trademark
Security  Agreement,  in each  case  as  amended  through  the  First  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 Collateral Documents
referred to above are  collectively  referred  to herein as the Credit  Support
Documents.

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | 5 |  | EXECUTION
|------------------------------------------ |  | - |  | ---------

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.

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
First  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.

Section 6. MISCELLANEOUS

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

| | (i)      
On and after the First 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | 6 |  | EXECUTION
|------------------------------------------ |  | - |  | ---------

| | (iii)      
The execution, delivery and performance of this Amendment shall not, except as
expressly provided herein, 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 9.2 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 shall become
effective upon the execution of a counterpart hereof by Company, Requisite
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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | 7 |  | EXECUTION
|------------------------------------------ |  | - |  | ---------

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/ JAMES M. HARRISON       
| | --- | ----------------------------
| |     | James M. Harrison, President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-1 |  | EXECUTION
|------------------------------------------ |  | --- |  | ---------

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

| | By: | /S/ JAMES M. HARRISON                     
| | --- | ------------------------------------------
| |     | James M. Harrison,Executive Vice President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-2 |  | EXECUTION
|------------------------------------------ |  | --- |  | ---------

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

| | By: | /S/ GERALD C. RITTENBERG       
| | --- | -------------------------------
| |     | Gerald C. Rittenberg, President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-3 |  | EXECUTION
|------------------------------------------ |  | --- |  | ---------

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

| | By: | /S/ GERALD C. RITTENBERG       
| | --- | -------------------------------
| |     | Gerald C. Rittenberg, President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-4 |  | EXECUTION
|------------------------------------------ |  | --- |  | ---------

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

| | By: | /s/ GERALD C. RITTENBERG       
| | --- | -------------------------------
| |     | Gerald C. Rittenberg, President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-5 |  | EXECUTION
|------------------------------------------ |  | --- |  | ---------

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

| | By: | /S/ GERALD C. RITTENBERG       
| | --- | -------------------------------
| |     | Gerald C. Rittenberg, President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-6 |  | EXECUTION
|------------------------------------------ |  | --- |  | ---------

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

| | By: | /S/ JAMES M. HARRISON                   
| | --- | ----------------------------------------
| |     | James M. Harrison, Senior Vice President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-7 |  | EXECUTION
|------------------------------------------ |  | --- |  | ---------

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

| | By: | /S/ JAMES M. HARRISON                   
| | --- | ----------------------------------------
| |     | James M. Harrison, Senior Vice President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-8 |  | EXECUTION
|------------------------------------------ |  | --- |  | ---------

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

| | By: | Anagram International, Inc., Member
| | --- | -----------------------------------

| | By: | /S/ JAMES M. HARRISON                   
| | --- | ----------------------------------------
| |     | James M. Harrison, Senior Vice President

| | And | 
| | --- | 

| | By: | Anagram International Holdings, Inc., Member
| | --- | --------------------------------------------

| | By: | /S/ JAMES M. HARRISON                   
| | --- | ----------------------------------------
| |     | James M. Harrison, Senior Vice President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-9 |  | EXECUTION
|------------------------------------------ |  | --- |  | ---------

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

| | By: | Anagram International Holdings, Inc., Sole Member
| | --- | -------------------------------------------------

| | By: | /S/ JAMES M. HARRISON                   
| | --- | ----------------------------------------
| |     | James M. Harrison, Senior Vice President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-10 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

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

| | By: | /S/ ELIZABETH FISCHER                  
| | --- | ---------------------------------------
| |     | Elizabeth Fischer, Authorized Signatory

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-11 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | FLEET NATIONAL BANK, individually and as Administrative Agent
| | -------------------------------------------------------------

| | By: | /S/ STEPHEN M. CURRAN            
| | --- | ---------------------------------
| |     | Stephen M. Curran, Vice President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-12 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
| | -------------------------------------------------

| | By: | /S/ THOMAS E. JOHNSONSTONE                    
| | --- | ----------------------------------------------
| |     | Thomas E. Johnstone, Duly Authorized Signatory

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-13 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | SOUTHERN PACIFIC BANK, as a Lender
| | ----------------------------------

| | By: | /S/ CHERYL A. WASILEWSKI                   
| | --- | -------------------------------------------
| |     | Cheryl A. Wasilewski, Senior Vice President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-14 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | TRANSAMERICA BUSINESS CREDIT CORPORATION, as a Lender
| | -----------------------------------------------------

| | By: | /S/ PEG VARONLES
| | --- | ----------------
| |     | SVP             

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-15 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST, as a Lender
| | ----------------------------------------------------------

| | By: | /S/ SHEILA A. FINNERTY                   
| | --- | -----------------------------------------
| |     | Sheila A. Finnerty, Senior Vice President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-16 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | MERRILL LYNCH SENIOR FLOATING RATE FUND, INC., as a Lender
| | ----------------------------------------------------------

| | By: |       
| | --- | ------
| |     | Title:

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-17 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | CRESCENT/MACH I PARTNERS, L.P., as a Lender
| | -------------------------------------------

| | By: | TCW Asset Management Company, Its Investment Manager
| | --- | ----------------------------------------------------

| | By: |       
| | --- | ------
| |     | Title:

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-18 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | SENIOR DEBT PORTFOLIO, as a Lender
| | ----------------------------------

| | By: | Boston Management and Research, as Investment Advisor
| | --- | -----------------------------------------------------

| | By: |       
| | --- | ------
| |     | Title:

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-19 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | CYPRESS TREE INVESTMENT PARTNERS I LTD., as a Lender
| | ----------------------------------------------------

| | By: /s/ | Cypress Tree Investment Management Company, Inc., as Portfolio Manager
| | ------- | ----------------------------------------------------------------------

| | By: |                       
| | --- | ----------------------
| |     | Title:       PRINCIPAL

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-20 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | KZH ING-2 L.L.C., as a Lender
| | -----------------------------

| | By: |       
| | --- | ------
| |     | Title:

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-21 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | NORTHERN LIFE INSURANCE COMPANY, as a Lender
| | --------------------------------------------

| | By: | ING Capital Advisors, LLC as Investment Advisors
| | --- | ------------------------------------------------

| | By: |       
| | --- | ------
| |     | Title:

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-22 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | KZH CRESCENT-2 LLC, as a Lender
| | -------------------------------

| | By: | /S/ SHARI GOLDSTEIN                      
| | --- | -----------------------------------------
| |     | Title:  Shari Goldstein, Authorized Agent

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-23 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | INDOSUEZ CAPITAL FUNDING IV, L.P., as a Lender
| | ----------------------------------------------

| | By: |       
| | --- | ------
| |     | Title:

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-24 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | KZH CYPRESS TREE I LLC, as a Lender
| | -----------------------------------

| | By: | /S/ SHARI GOLDSTEIN                     
| | --- | ----------------------------------------
| |     | Title: Shari Goldstein, Authorized Agent

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-25 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | WADDELL & REED FINANCIAL, INC., as a Lender
| | -------------------------------------------

| | By: | /S/ JOHN E. SUNDER, JR.  8/3/00
| | --- | -------------------------------
| |     | Title:  Sr. Vice President     

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-26 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | THE TORONTO DOMINION BANK, as a Lender
| | --------------------------------------

| | By: | /S/ DAVID G. PARKER            
| | --- | -------------------------------
| |     | David G. Parker, Vice President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-27 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | CYPRESS TREE INSTITUTIONAL FUND, LLC, as a Lender
| | -------------------------------------------------

| | By: | Cypress Tree Investment Management Company, Inc., Its Managing Member
| | --- | ---------------------------------------------------------------------

| | By: | /S/              
| | --- | -----------------
| |     | Title:  PRINCIPAL

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-28 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | CYPRESS TREE SENIOR FLOATING RATE FUND, as a Lender
| | ---------------------------------------------------

| | By: | Cypress Tree Investment Management Company, Inc., as Portfolio Manager
| | --- | ----------------------------------------------------------------------

| | By: | /S/              
| | --- | -----------------
| |     | Title:  PRINCIPAL

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-29 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | KZH CRESCENT 3 LLC, as a Lender
| | -------------------------------

| | By: | /S/ SHARI GOLDSTEIN                      
| | --- | -----------------------------------------
| |     | Title:  Shari Goldstein, Authorized Agent

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-30 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | KZH ING 3 LLC, as a Lender
| | --------------------------

| | By: |       
| | --- | ------
| |     | Title:

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-31 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | PILGRIM PRIME RATE TRUST, as a Lender
| | -------------------------------------

| | By: | Pilgrim Investments, Inc. as its investment manager
| | --- | ---------------------------------------------------

| | By: | /s/ JASON GROOM                 
| | --- | --------------------------------
| |     | Title: Jason GroomVice President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-32 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | TCW LEVERAGE INCOME TRUST II, L.P., as a Lender
| | -----------------------------------------------

| | By: | TCW Advisers (Bermuda), Ltd., as General Partner
| | --- | ------------------------------------------------

| | By: |                                                    
| | --- | ---------------------------------------------------
| |     | Name:    Mark L. GoldTitle:       Managing Director

| | By: | TCW Investment Management Company, as Investment Adviser
| | --- | --------------------------------------------------------

| | By: |       
| | --- | ------
| |     | Title:

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-33 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | PILGRIM AMERICA HIGH INCOME INVESTMENT LTD., as a Lender
| | --------------------------------------------------------

| | By: | Pilgrim Investments, Inc. as its investment manager
| | --- | ---------------------------------------------------

| | By: | /s/ JASON GROOM                  
| | --- | ---------------------------------
| |     | Title:  Jason GroomVice President

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-34 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | ARCHIMEDES FUNDING II LTD., as aLender
| | --------------------------------------

| | By: |       
| | --- | ------
| |     | Title:

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-35 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | CYPRESS TREE INVESTMENTPARTNERS II LTD., as a Lender
| | ----------------------------------------------------

| | By: | Cypress Tree Investment Management Company, Inc., as Portfolio Manager
| | --- | ----------------------------------------------------------------------

| | By: |                     
| | --- | --------------------
| |     | Title:     PRINCIPAL

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-36 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | MERRILL LYNCH PRIME RATE PORTFOLIO, as a Lender
| | -----------------------------------------------

| | By: | Merrill Lynch Asset Management L.P., as Investment Adviser;
| | --- | -----------------------------------------------------------

| | By: |       
| | --- | ------
| |     | Title:

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-37 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------

| | HARCH CLO I LTD., as a Lender
| | -----------------------------

| | By: | /S/ MICHAEL E. LEWITT                  
| | --- | ---------------------------------------
| |     | Michael E. Lewitt, Authorized Signatory

|AMENDED AND RESTATED
AXEL CREDIT AGREEMENT |  | S-38 |  | EXECUTION
|------------------------------------------ |  | ---- |  | ---------