SIXTH AMENDMENT TO CREDIT AGREEMENT


         THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of
May 29, 1998, is among JOTAN, INC.  ("Holding"),  SOUTHLAND  CONTAINER PACKAGING
CORP.  (formerly  Southland Holding Company,  successor in interest by merger to
SHC Acquisition  Corp.,  each of its own  subsidiaries  and Atlantic Bag & Paper
Company  and  herein  the  "Borrower"),  each  of the  banks  or  other  lending
institutions which are signatories hereto (collectively, the "Banks") and BANQUE
PARIBAS, individually as a Bank, and as agent for the Banks (the "Agent").

                                    RECITALS:

         A. Holding,  SHC Acquisition  Corp.,  Agent and Banque Paribas,  in its
individual  capacity,  entered into that certain  Credit  Agreement  dated as of
February 28, 1997 (as amended by that certain letter  amendment  dated April 30,
1997,  that certain Second  Amendment to Credit  Agreement  dated as of June 20,
1997,  that certain Third  Amendment to Credit  Agreement dated as of August 19,
1997,  that  certain  Fourth  Amendment  dated as of November 6, 1997,  and that
certain Fifth Amendment  dated as of April 14, 1998, as so amended,  the "Credit
Agreement").

         B. SHC  Acquisition  Corp. has merged with and into  Southland  Holding
Company,   with  Southland  Holding  Company  surviving  and  assuming  all  the
obligations of SHC  Acquisition  Corp.  under the Credit  Agreement and the Loan
Documents (as defined in the Credit Agreement).

         C. Banque  Paribas  has  assigned  certain of its rights and  interests
under the Credit  Agreement  and the other  Loan  Documents  to the other  Banks
pursuant to those certain Assignment and Acceptances, each dated April 18, 1997.

         D.  Southland  Holding  Company  has  changed  its  name  to  Southland
Container  Packaging  Corp. and each  Obligated  Party (as defined in the Credit
Agreement)  other than  Holding  has merged  with and into  Southland  Container
Packaging  Corp.  with  Southland  Container  Packaging  Corp.  as the surviving
entity.  Southland  Container Packaging Corp. is the only Subsidiary (as defined
in the Credit Agreement).




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         E. The Borrower and Holding have requested that the Agent and the Banks
amend certain provisions of the Credit Agreement. The Banks have agreed to do so
subject  to and on the terms and  conditions  of this  Amendment  and the Credit
Agreement, as amended hereby.

         NOW,  THEREFORE,  in consideration of the premises herein contained and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1

                                   Definitions

         Section 1.1 Definitions.  Capitalized terms used in this Amendment,  to
the extent not otherwise defined herein,  shall have the same meanings as in the
Credit Agreement, as amended hereby.

                                    ARTICLE 2

                                   Amendments

         Section 2.1  Amendment  of Section  1.1.  The  definition  of "Eligible
Accounts"  contained in Section 1.1 of the Credit Agreement is hereby amended by
deleting clause (xii) and replacing it in its entirety with the following:

                           (xii)  during the period from April 14, 1998  through
                  July  31,  1998,  not more  than  fifty  percent  (50%) of the
                  aggregate  amount of the accounts  owed by the account  debtor
                  and its  Affiliates  to  Holding  and the  Subsidiaries  on an
                  aggregate  basis,  are more than sixty (60) days past due; and
                  after July 31, 1998, not more than  twenty-five  percent (25%)
                  of the  aggregate  amount of the accounts  owed by the account
                  debtor and its Affiliates to Holding and the  Subsidiaries  on
                  an aggregate basis, are more than sixty (60) days past due.

         Section  2.2  Amendment  of  Section  6.6.  Section  6.6 of the  Credit
Agreement is hereby amended by inserting after the words "Libor Accounts" in the
first sentence thereof the phrase "and the Interest Deferral Notes".




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         Section 2.3  Amendment of Section 11.15.

                  (a) Section 11.15 of the Credit Agreement is hereby amended by
deleting  Schedule  11.15(b) and  replacing it in its entirety with the Schedule
which is annexed hereto as Exhibit A.

                  (b)  Section  11.15  is  further   amended  by  adding  a  new
subsection (f) at the end thereof, as follows:

                  (f) Other  Accounts.  Borrower and Holding  shall not maintain
         any bank accounts other than (i) the  Concentration  Account,  (ii) the
         Local  Accounts,  (iii) the  Operating  Account,  (iv) the accounts set
         forth on Schedule 11.15(f)  (collectively,  the "Petty Cash Accounts"),
         (v) account number  9930041378  located at Bank One,  Corsicana,  Texas
         (the "Tax Account"), and (vi) account number 0490005139 located at Bank
         One,  Corsicana,  Texas (the  "Employee  Benefit  Plan  Account").  The
         Borrower and Holding  covenant  and agree that they shall  deposit into
         the Tax  Account  only the amount  necessary  from time to time to make
         payments  of sales  and use taxes to state  and  local  authorities  in
         Texas,  and that the  amounts  deposited  in the Tax  Account  shall be
         utilized  solely  for such  tax  payments.  The  Borrower  and  Holding
         covenant and agree that they shall  deposit  into the Employee  Benefit
         Plan Account only the amount  necessary from time to time to fund their
         employees'  health and medical claims. If at any time the amount in any
         Petty Cash Account  exceeds  $5,000,  the Borrower or Holding  promptly
         shall  transfer  such excess by wire  transfer to the  following  Local
         Account:  account number 2090002759859  located at First Union National
         Bank.

         Section 2.4  Amendment of Section  11.16.  Section  11.16 of the Credit
Agreement is hereby  amended by deleting the date "April 30, 1998" and inserting
the date "June 5, 1998" in lieu thereof.

                                    ARTICLE 3

                                   Conditions

         Section 3.1  Conditions Precedent.  The effectiveness of this Amendment
is subject to the satisfaction of the following conditions precedent:




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                  (a) The representations and warranties contained herein and in
         all other Loan Documents,  as amended hereby, shall be true and correct
         as of the date  hereof  as if made on the  date  hereof  except  to the
         extent such  representations and warranties  expressly relate solely to
         another date;

                  (b) After giving effect to this Amendment, no Default or Event
         of Default shall exist;

                  (c) All proceedings  taken in connection with the transactions
         contemplated  by this  Amendment and all  documents,  instruments,  and
         other legal matters incident thereto, shall be reasonably  satisfactory
         to Agent and its legal counsel, Weil, Gotshal & Manges LLP;

                  (d)  Holding  and the  Borrower  shall  have paid all fees and
         expenses  of  Agent  and  the  Banks   incurred  in  the   preparation,
         negotiation and execution of this Amendment; and

                  (e) The Agent shall have received a letter agreement  executed
         by the  signatories  thereto,  substantially  in the form of  Exhibit B
         hereto.

                                    ARTICLE 4

             Ratifications, Representations and Warranties, Release

         Section 4.1  Ratifications.  The terms and provisions set forth in this
Amendment shall modify and supersede all  inconsistent  terms and provisions set
forth in the Credit Agreement. The terms and provisions of the Credit Agreement,
as amended and modified by this  Amendment,  and the terms and provisions of the
other Loan Documents are ratified and confirmed and shall continue in full force
and  effect.  Borrower,  Holding,  Agent and each  Bank  agree  that the  Credit
Agreement,  as amended hereby, and the other Loan Documents shall continue to be
legal, valid, binding and enforceable in accordance with their respective terms.
Without in any way limiting any of the foregoing,  Holding  hereby  ratifies and
confirms all of the terms and provisions of the Holding Guaranty and the Holding
Security  Agreement,  and Borrower hereby ratifies and confirms all of the terms
and provisions of the Borrower Security Agreement.




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<PAGE>









         Section  4.2  Representations  and  Warranties.  Borrower  and  Holding
represent  and warrant to Agent and each Bank that (i) the  execution,  delivery
and  performance of this Amendment and all documents  required hereby or related
hereto have been authorized by all requisite  action on the part of Borrower and
Holding  and will not  violate  the  articles  of  incorporation,  bylaws or any
similar governing  document of any such parties,  (ii) the  representations  and
warranties  contained in the Credit Agreement,  as amended hereby, and any other
Loan  Document  are true and correct on and as of the date hereof as though made
on and as of the date  hereof  except to the extent  those  representations  and
warranties  expressly  relate  solely to another  date,  and (iii)  Borrower and
Holding  are in full  compliance  with  all  covenants,  agreements,  terms  and
provisions  contained in the Credit Agreement,  as amended hereby, and the other
Loan Documents.

                  Section  4.3  RELEASE.  EACH OF BORROWER  AND  HOLDING  HEREBY
ACKNOWLEDGES  THAT IT HAS NO  DEFENSE,  COUNTERCLAIM,  OFFSET,  CROSS-COMPLAINT,
CLAIM OR DEMAND OF ANY KIND OR NATURE  WHATSOEVER THAT CAN BE ASSERTED TO REDUCE
OR ELIMINATE  ALL OR ANY PART OF ITS  LIABILITY TO REPAY THE  OBLIGATIONS  OR TO
SEEK  AFFIRMATIVE  RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM THE AGENT OR THE
BANKS. EACH OF BORROWER AND HOLDING, FOR ITSELF AND ITS SUBSIDIARIES AND EACH OF
ITS SUCCESSORS,  ASSIGNS, AFFILIATES,  DIRECTORS,  OFFICERS,  EMPLOYEES, AGENTS,
ATTORNEYS, CONSULTANTS AND ADVISORS OF OR TO ANY OF THE FOREGOING (COLLECTIVELY,
THE "RELEASORS") HEREBY ACQUITS, WAIVES, RELEASES AND DISCHARGES THE AGENT, EACH
BANK AND EACH OF THEIR RESPECTIVE SUCCESSORS,  ASSIGNS,  AFFILIATES,  DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS AND ADVISORS OF OR TO ANY OF
THE FOREGOING  (COLLECTIVELY,  THE "RELEASEES"),  OF AND FROM ANY AND ALL CLAIMS
(INCLUDING, WITHOUT LIMITATION, ANY LIABILITIES,  DAMAGES, DEMANDS AND CAUSES OF
ACTION TO THE EXTENT ARISING THEREFROM) WHATSOEVER, IN LAW OR IN EQUITY, WHETHER
KNOWN OR UNKNOWN,  WHICH THE RELEASORS EVER HAD, NOW HAVE, OR  HEREINAFTER  CAN,
SHALL OR MAY HAVE AGAINST ANY RELEASEE BY REASON OF ANY MATTER ARISING OUT OF OR
RELATED TO THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, AND ANY AND ALL OTHER
ACTIONS OR OMISSIONS  RELATING IN ANY WAY  THERETO,  IN EACH CASE LIMITED TO THE
EXTENT ORIGINATING PRIOR TO THIS AMENDMENT BECOMING EFFECTIVE.





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                                    ARTICLE 5

                                  Miscellaneous

         Section  5.1   Survival  of   Representations   and   Warranties.   All
representations and warranties made in this Amendment or any other Loan Document
shall survive the  execution  and delivery of this  Amendment and the other Loan
Documents,  and no  investigation  by Agent or any Bank,  or any  closing  shall
affect the representations and warranties or the right of Agent and the Banks to
rely upon them.

     Section 5.2 Reference to Agreement.  Each of the Loan Documents,  including
the Credit Agreement and any and all other agreements, documents, or instruments
now or hereafter executed and delivered pursuant to the terms hereof or pursuant
to the terms of the Credit  Agreement as amended  hereby,  are hereby amended so
that any reference in such Loan Documents to the Credit  Agreement  shall mean a
reference to the Credit Agreement as amended hereby.

         Section  5.3  Expenses  of Agent and Banks.  As  provided in the Credit
Agreement,  Borrower agrees to pay on demand all reasonable  out-of-pocket costs
and expenses incurred by Agent and the Banks in connection with the preparation,
negotiation,  and execution of this  Amendment  (including  attorneys'  fees and
expenses).

         Section 5.4  Severability.  Any provision of this  Amendment  held by a
court of competent  jurisdiction to be invalid or unenforceable shall not impair
or invalidate  the remainder of this  Amendment and the effect  thereof shall be
confined to the provision so held to be invalid or unenforceable.

         Section  5.5  Applicable  Law.  This  Amendment  shall be  governed  by
and construed in accordance with the laws of the State of Texas.

         Section 5.6 Successors and Assigns.  This Amendment is binding upon and
shall inure to the benefit of Agent,  the Banks,  Borrower and Holding and their
respective  successors  and  assigns,  except  neither  Borrower nor Holding may
assign or transfer any of its rights or obligations  hereunder without the prior
written consent of the Banks.

         Section 5.7  Counterparts.  This  Amendment  may be executed in one or
more counterparts and on telecopy



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counterparts,  each of which when so executed shall be deemed to be an original,
but all of  which  when  taken  together  shall  constitute  one  and  the  same
agreement.

         Section 5.8 Effect of Waiver. No consent or waiver, express or implied,
by Agent or any Bank to or for any  breach of or  deviation  from any  covenant,
condition or duty by Borrower or Holding  shall be deemed a consent or waiver to
or of any other breach of the same or any other covenant, condition or duty.

         Section 5.9 Headings.  The headings, captions, and arrangements used in
this Amendment are for convenience only and  shall not affect the interpretation
of this Amendment.

         Section  5.10  ENTIRE   AGREEMENT.   THIS   AMENDMENT   AND  ALL  OTHER
INSTRUMENTS,  DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH
THIS AMENDMENT  EMBODY THE FINAL,  ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE  ANY  AND  ALL  PRIOR  COMMITMENTS,  AGREEMENTS,  REPRESENTATIONS  AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT
BE  CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS  OR SUBSEQUENT
ORAL  AGREEMENTS  OR  DISCUSSIONS  OF THE  PARTIES  HERETO.  THERE  ARE NO  ORAL
AGREEMENTS AMONG THE PARTIES HERETO.

         Executed as of the date first written above.





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BORROWER and HOLDING:

JOTAN, INC.
SOUTHLAND  CONTAINER  PACKAGING CORP.,  formerly  Southland  Holding Company and
successor in interest to SHC  Acquisition  Corp. and each Obligated Party (other
than Holding)



By:      /s/ Edward L. Lipscomb
         ---------------------------------
         Edward L. Lipscomb,
         Vice President and Chief Financial Officer for both
         companies


AGENT:

BANQUE PARIBAS, as Agent and as a Bank


By:
         Name:
         Title:


By:
         Name:
         Title:


BANKS:

BANKBOSTON, N.A.,
formerly The First National Bank of Boston, as
Administrative Agent and as a Bank


By:
         Name:
         Title:





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<PAGE>









ANTARES LEVERAGED CAPITAL CORP


By:
         Name:
         Title:


BHF-BANK AKTIENGESELLSCHAFT


By:
         Name:
         Title:


By:
         Name:
         Title:


CREDITANSTALT  CORPORATE FINANCE,  INC.,  successor in interest to CREDITANSTALT
AG, formerly known as CREDITANSTALT-BANKVEREIN


By:
         Name:
         Title:


By:
         Name:
         Title:




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<PAGE>










STATE OF GEORGIA         ss.
                         ss.
COUNTY OF CAMDEN         ss.



     This  instrument was  acknowledged  before me on June 2, 1998, by Edward L.
Lipscomb,  Vice President and Chief Financial Officer of Jotan,  Inc., on behalf
of said corporation.


                         /s/ Kelley M. Cooke
                        ---------------------------------
                        Notary Public, State of Georgia

                        Commission Expires: April 23, 2001

                        Printed Name:  Kelley M. Cooke





STATE OF GEORGIA         ss.
                         ss.
COUNTY OF                ss.



This  instrument  was  acknowledged  before  me on June 2,  1998,  by  Edward L.
Lipscomb,  Vice  President and Chief  Financial  Officer of Southland  Container
Packaging Corp., on behalf of said corporation.


                         /s/ Kelley M. Cooke
                        ---------------------------------
                        Notary Public, State of Georgia

                        Commission Expires: April 23, 2001

                        Printed Name:  Kelley M. Cooke




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                                    EXHIBIT A










<PAGE>





                             Schedule 11.15(f)


Bank               Account Name                          Account Number

Nations Bank       Southland Container - Orlando         3603327683
Tampa FL

Nations Bank       Southland Container - Atlanta         0109001173
Atlanta GA

Nations Bank       Southland Container - Charlotte       0303765556
Charlotte NC

Nations Bank       Southland Container - Maryland        6063607170
Richmond VA

Fleet Bank         Southland Container - New Jersey      8103181306
Edison NJ

Fleet Bank         Southland Container - Massachusetts   2017342056
Edison NJ

Fleet Bank         Southland Container - New York        2017342056
Edison NJ

Bank of America    Southland Container - Los Angeles     1219806181
Norwalk CA



<PAGE>

                                Schedule 11.15(b)



Account Name                 Bank                        Account Number

Jotan Inc.                   First Union National Bank   2090000588080

Jotan/Southland SE           First Union National Bank   2080000715876

Jotan/Southland              First Union National Bank   2090002759859

Jotan/Southland NE           First Union National Bank   2090002759846