AMSCAN HOLDINGS, INC.

SECOND AMENDMENT
AND LIMITED WAIVER
TO AMENDED AND RESTATED REVOLVING LOAN CREDIT
AGREEMENT

This  SECOND   AMENDMENT  TO  AMENDED  AND  RESTATED  REVOLVING  LOAN  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  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.

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
| | --- | -------------------------------------------------------------

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:

| | Disbursement
Letter means the Letter Agreement regarding Chester Distribution
Center dated as of September 19, 2000, entered into by the Company for the
benefit of the Agents and Lenders and attached hereto as Exhibit A.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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.
| | ----------------------------------------------------------------------------------------------------------------------------

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  |  |  | EXECUTION
|--------------------------------------------------- |  |  |  | ---------

| | 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 a portion of the construction and development of the New
Chester Distribution Center, provided that
(i) such Indebtedness is secured only by liens permitted under subsection
7.2(A)(vi), (ii) the aggregate amount of such Indebtedness does not exceed
$21,000,000 at any time (reduced by any principal payments thereon), (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.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

B.      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 Base Rate Margin means, as at any date of determination, a
rate per annum equal to the percentage set forth below opposite the Applicable
Leverage Ratio in effect as of such date of determination with any change in the
Applicable Revolving Base Rate Margin to be effective on the date of any
corresponding change in the Applicable Leverage Ratio.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Applicable Leverage Ratio                    | Applicable Revolving Base Rate Margin
|-------------------------------------------- | -------------------------------------
|5.25:1.00 or greater                         | 1.50%                                
|4.75:1.00 or greater, but less than5.25:1.00 | 1.25%                                
|4.25:1.00 or greater, but less than4.75:1.00 | 1.00%                                
|3.75:1.00 or greater, but less than4.75:1.00 | 0.75%                                
|3.25:1.00 or greater, but less than4.25:1.00 | 0.50%                                
|less than 3.25:1.00                          | 0.25%                                

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | 2 |  | EXECUTION
|--------------------------------------------------- |  | - |  | ---------

| | Applicable   Revolving  Eurodollar  Rate  Margin  means,  as  at  any  date  of
determination,  with respect to any Eurodollar Rate Loans a rate per annum equal
to the  percentage  set forth below  opposite the  Applicable  Leverage Ratio in
effect as of the first  day of the  Interest  Period  for such  Eurodollar  Rate
Loans:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Applicable Leverage Ratio                     | Applicable Revolving Eurodollar Rate Margin
|--------------------------------------------- | -------------------------------------------
|5.25:1.00 or greater                          | 2.50%                                      
|4.75:1.00 or greater, but less than 5.25:1.00 | 2.50%                                      
|4.25:1.00 or greater, but less than4.75:1.00  | 2.00%                                      
|3.75:1.00 or greater, but less than4.25:1.00  | 1.75%                                      
|3.25:1.00 or greater, but less than3.75:1.00  | 1.125%                                     
|less than 2.75:1.00                           | 0.875%                                     

| | 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 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.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 1.2 | Amendments to Section 2: Amount and Terms of
Commitments and Loans
| | --- | ------------------------------------------------------------------

Subsection 2.4A(iii) of the Credit Agreement is hereby amended by adding a new clause (g) to read in its entirety as
follows:

| | (g)      Permanent Financing.
| | ------------------------------

| | Upon the incurrence of any New Chester Distribution Center Permanent Financing, Company shall apply all
proceeds of such New Chester Distribution
| | -------------------------------------------------------------------------------------------------------------------------------------------------

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | 3 |  | EXECUTION
|--------------------------------------------------- |  | - |  | ---------

| | Center
Permanent Financing (net of fees and expenses incurred in connection with such
financing) to repay the Revolving Loans then outstanding.
| | ------------------------------------------------------------------------------------------------------------------------------------------------

| | 1.3 | Amendments to Section 4:  Conditions to Effectiveness; Conditions to Loans and Letters of Credit
| | --- | ------------------------------------------------------------------------------------------------

Section 4 of the Credit  Agreement is hereby  amended by adding a new subsection
4.4 to read in its entirety as follows:

| | 4.4 | New Chester Development Facility Revolving Loans
| | ---- | ------------------------------------------------

| | In
addition to the conditions to all Revolving Loans set forth in subsection 4.2,
above, the obligations of Lenders to make Revolving Loans with respect to the
acquisition, construction or development of the New Chester Distribution Center
shall be subject to compliance with the terms of the Disbursement Letter.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 1.4 | Amendments to Section 6: Companys
Affirmative Covenants
| | --- | --------------------------------------------------------

Section 6 of the Credit  Agreement is hereby amended by adding a new subsections
6.14 to read in their entirety as follows:

| | 6.14 | New Chester Permanent Financing
| | ----- | -------------------------------

| | Company
shall use its best efforts to consummate the New Chester Distribution Center
Permanent Financing by August 30, 2001;
provided, that such date may be extended by
Company by written notice to Administrative Agent and Arranger, to a date not
later than December 31, 2001, to the extent the commitments for the New Chester
Distribution Center Permanent Financing have been extended to such later
date.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 1.5 | Amendments to Section 7: Companys
Negative Covenants
| | --- | -----------------------------------------------------

| | A. | Subsection 7.1  Indebtedness and Issuance
of Disqualified Stock
| | -- | ----------------------------------------------------------------

Subsection 7.1 of the Credit  Agreement is hereby amended by adding a new clause
(xii) to read in its entirety as follows:

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

| | B. | Subsection 7.2  Liens and Related Matters
| | -- | ------------------------------------------

Subsection  7.2A of the Credit  Agreement is amended by adding a new clause (vi)
to read in its entirety as follows:

| | (vi)  
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.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | 4 |  | EXECUTION
|--------------------------------------------------- |  | - |  | ---------

| | C. | Subsection 7.6 - Financial Covenants
| | -- | ------------------------------------

1.      Subsection 7.6A of the Credit Agreement is
hereby amended by restating it in its entirety as follows:

| | A.      Minimum Fixed Charge Coverage  Ratio.  Company shall not permit the ratio of
(i)  Consolidated  Adjusted  EBITDA to (ii)  Consolidated  Fixed Charges for any
four-Fiscal Quarter period ending on any of the dates set forth below to be less
than the correlative ratio indicated:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|PeriodEnding       | MinimumFixed ChargeCoverage Ratio
|------------------ | ---------------------------------
|September 30, 1998 | 1.00:1.00                        
|December 31, 1998  | 1.00:1.00                        
|March 31, 1999     | 1.00:1.00                        
|June 30, 1999      | 1.00:1.00                        
|September 30, 1999 | 1.00:1.00                        
|December 31, 1999  | 1.00:1.00                        
|March 31, 2000     | 1.10:1.00                        
|June 30, 2000      | 1.10:1.00                        
|September 30, 2000 | 1.10:1.00                        
|December 31, 2000  | 1.10:1.00                        
|March 31, 2001     | 1.10:1.00                        
|June 30, 2001      | 1.10:1.00                        
|September 30, 2001 | 1.10:1.00                        
|December 31, 2001  | 1.10:1.00                        
|March 31, 2002     | 1.10:1.00                        
|June 30, 2002      | 1.10:1.00                        
|September 30, 2002 | 1.10:1.00                        
|December 31, 2002  | 1.15:1.00                        

2.      
Subsection 7.6B of the Credit Agreement is
hereby amended by restating it in its entirety as follows:

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | 5 |  | EXECUTION
|--------------------------------------------------- |  | - |  | ---------

| | B.      Minimum Consolidated Adjusted EBITDA.  Company shall not permit Consolidated
Adjusted EBITDA for any four Fiscal Quarter period ending on the dates set forth
below to be less than the correlative amount indicated:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|PeriodEnding       | MinimumConsolidatedAdjustedEBITDA
|------------------ | ---------------------------------
|September 30, 1998 | 41,735,000                       
|December 31, 1998  | 45,560,000                       
|March 31, 1999     | 46,750,000                       
|June 30, 1999      | 47,090,000                       
|September 30, 1999 | 49,300,000                       
|December 31, 1999  | 52,360,000                       
|March 31, 2000     | 53,520,000                       
|June 30, 2000      | 54,680,000                       
|September 30, 2000 | 55,840,000                       
|December 31, 2000  | 53,000,000                       
|March 31, 2001     | 53,250,000                       
|June 30, 2001      | 54,000,000                       
|September 30, 2001 | 55,500,000                       
|December 31, 2001  | 57,000,000                       
|March 31, 2002     | 57,500,000                       
|June 30, 2002      | 58,500,000                       
|September 30, 2002 | 59,500,000                       
|December 31, 2002  | 60,000,000                       

3.      Subsection 7.6C of the Credit  Agreement is hereby amended by restating it in
its entirety as follows:

| | C.      Consolidated Leverage Ratio.  Company shall not permit the Consolidated Leverage Ratio as of the
last day of any four Fiscal Quarter period
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | 6 |  | EXECUTION
|--------------------------------------------------- |  | - |  | ---------

| | Ending on any of the
        dates set forth below to exceed the correlative ratio indicated: | 
| | ---------------------------------------------------------------------------------------------- | 

|PeriodEnding       | MinimumDebt to EBITDARatio
|------------------ | --------------------------
|September 30, 1998 | 6.60:1.00                 
|December 31, 1998  | 6.40:1.00                 
|March 31, 1999     | 6.20:1.00                 
|June 30, 1999      | 6.00:1.00                 
|September 30, 1999 | 5.80:1.00                 
|December 31, 1999  | 5.50:1.00                 
|March 31, 2000     | 5.40:1.00                 
|June 30, 2000      | 5.25:1.00                 
|September 30, 2000 | 5.10:1.00                 
|December 31, 2000  | 5.30:1.00                 
|March 31, 2001     | 5.30:1.00                 
|June 30, 2001      | 5.25:1.00                 
|September 30, 2001 | 5.20:1.00                 
|December 31, 2001  | 5.00:1.00                 
|March 31, 2002     | 4.90:1.00                 
|June 30, 2002      | 4.80:1.00                 
|September 30, 2002 | 4.70:1.00                 
|December 31, 2002  | 4.45:1.00                 

| | D. | Subsection 7.8 - Consolidated Capital Expenditures
| | -- | --------------------------------------------------

The last paragraph of subsection  7.8 of the Credit  Agreement is hereby amended
by restating it in its entirety as follows:

| | Notwithstanding
the  foregoing,   Company  and  its   Subsidiaries  may  fund
Consolidated Capital Expenditures in excess of the foregoing limits (i) from any
proceeds of an additional issuance of Company Common Stock in a private
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | 7 |  | EXECUTION
|--------------------------------------------------- |  | - |  | ---------

| | issuance  after the  Restatement  Effective  Date and (ii) in an  amount  not to
exceed $27,000,000  (exclusive of capitalized interest) to purchase a fee simple
interest  in the  land  for  the New  Chester  Distribution  Center  and for the
development and construction of improvements  thereon,  provided that $6,000,000
of such  expenditures  shall be funded from the issuance of  additional  Company
common stock in a private issuance after the date hereof.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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  Lenders hereby waive compliance with Section
6.9 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  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  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 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 10.6 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  6.9 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 6.9 except to the extent  expressly set
forth in this Section or in any other  instance or 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  Second
Amendment Effective Date):

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

| | 1.      A certificate of the corporate secretary of Company certifying as of the Second 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 Second Amendment Effective
Date;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | 8 |  | EXECUTION
|--------------------------------------------------- |  | - |  | ---------

| | 2.      A certificate of the corporate secretary of Company certifying as of the Second 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 Second 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 Second 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 Second Amendment Effective Date AXEL Lenders shall have entered into an amendment and waiver of the AXEL
Credit Agreement in the form of Exhibit A hereto and such amendment shall have become effective.

D.      On or before the Second Amendment Effective Date, Company shall have delivered to Administrative Agent and Arranger
commitment letters for the New Chester Distribution Center Permanent Financing in an amount equal to $20,000,000 and otherwise in
form and substance satisfactory to Administrative Agent and Arranger.  Approval of any such commitment letters for purposes of this
condition shall not be deemed to be approval of the terms of any Indebtedness described therein which shall remain subject to
approval under the terms of the definition of New Chester Distribution Center Permanent Financing.

E.      On or before the Second 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 0.25% of the amount of such
Lender's outstanding Revolving Loan Commitment.

F.      On or before the Second 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 Second 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 conflicts with New York law, any charter documents or bylaws or any injunction, order or

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | 9 |  | EXECUTION
|--------------------------------------------------- |  | - |  | ---------

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 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 Second 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

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | 10 |  | EXECUTION
|--------------------------------------------------- |  | -- |  | ---------

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 Second
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 Second
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  Second  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.

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,

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | 11 |  | EXECUTION
|--------------------------------------------------- |  | -- |  | ---------

correct and complete in all material  respects on and as of the Second 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   Second   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, 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  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.

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | 12 |  | EXECUTION
|--------------------------------------------------- |  | -- |  | ---------

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 RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | 13 |  | 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

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

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

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

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

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

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

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | S-1 |  | EXECUTION
|--------------------------------------------------- |  | --- |  | ---------

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

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

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

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

| | 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

| | 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 RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | S-2 |  | 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

| | 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

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

| | By: | /S/ ELIZABETH FISCHER      
| | --- | ---------------------------
| |     | Title: Authorized Signatory

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | S-3 |  | EXECUTION
|--------------------------------------------------- |  | --- |  | ---------

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

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

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

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

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

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

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

| | By: | /S/ PEG VARONLES
| | --- | ----------------
| |     | V-P             

|AMENDED AND RESTATEDREVOLVING LOAN CREDIT AGREEMENT |  | S-4 |  | EXECUTION
|--------------------------------------------------- |  | --- |  | ---------