<PAGE>

                                                                  EXHIBIT 10.24

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

                                CREDIT AGREEMENT

                          DATED AS OF DECEMBER 27, 2002

                                  BY AND AMONG

                          ATLANTIS PLASTIC FILMS, INC.
                         ATLANTIS MOLDED PLASTICS, INC.
                              ATLANTIS FILMS, INC.,
                              RIGAL PLASTICS, INC.,
                   ATLANTIS PLASTICS INJECTION MOLDING, INC.,
                              PIERCE PLASTICS, INC.

                                       AND

                             EXTRUSION MASTERS, INC.

                                  AS BORROWERS

                                       AND

                       THE OTHER PERSONS PARTY HERETO THAT
                        ARE DESIGNATED AS CREDIT PARTIES

                                       AND

                      GENERAL ELECTRIC CAPITAL CORPORATION
                     AS AGENT, CO-LEAD ARRANGER AND A LENDER

                                       AND

                            CIBC WORLD MARKETS CORP.
                    AS SYNDICATION AGENT AND CO-LEAD ARRANGER

                                       AND

                      MERRILL LYNCH CAPITAL, A DIVISION OF
                 MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
                      AS A DOCUMENTATION AGENT AND A LENDER

                                       AND

                                   BNP PARIBAS
                      AS A DOCUMENTATION AGENT AND A LENDER

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
                                   AS LENDERS

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
SECTION 1 AMOUNTS AND TERMS OF LOANS......................................................................       2

         Section 1.1      Loans...........................................................................       2
         Section 1.2      Interest and Applicable Margins.................................................      10
         Section 1.3      Fees............................................................................      14
         Section 1.4      Payments........................................................................      15
         Section 1.5      Prepayments.....................................................................      16
         Section 1.6      Maturity........................................................................      18
         Section 1.7      Loan Accounts...................................................................      18
         Section 1.8      Yield Protection; Illegality....................................................      19
         Section 1.9      Taxes...........................................................................      20
         Section 1.10      Borrower Representative........................................................      21

SECTION 2 AFFIRMATIVE COVENANTS...........................................................................      21

         Section 2.1      Compliance With Laws and Contractual Obligations................................      22
         Section 2.2      Maintenance of Properties; Insurance............................................      22
         Section 2.3      Inspection; Lender Meeting......................................................      23
         Section 2.4      Organizational Existence........................................................      23
         Section 2.5      Environmental Matters...........................................................      23
         Section 2.6      Landlords' Agreements, Mortgagee Agreements, Bailee Letters
                 and Real Estate Purchases................................................................      24
         Section 2.7      Further Assurances..............................................................      25
         Section 2.8      Arkansas IRB....................................................................      25

SECTION 3 NEGATIVE COVENANTS..............................................................................      26

         Section 3.1      Indebtedness....................................................................      26
         Section 3.2      Liens and Related Matters.......................................................      26
         Section 3.3      Investments.....................................................................      27
         Section 3.4      Contingent Obligations..........................................................      28
         Section 3.5      Restricted Payments.............................................................      28
         Section 3.6      Restriction on Fundamental Changes..............................................      29
         Section 3.7      Disposal of Assets or Subsidiary Stock..........................................      29
         Section 3.8      Transactions with Affiliates....................................................      30
         Section 3.9      Conduct of Business.............................................................      30
         Section 3.10      Fiscal Year....................................................................      30
         Section 3.11      Press Release; Public Offering Materials.......................................      30
         Section 3.12      Subsidiaries...................................................................      31
         Section 3.13      Bank Accounts..................................................................      31
         Section 3.14      Hazardous Materials............................................................      31
         Section 3.15      ERISA..........................................................................      31
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                                                                                                            <C>
         Section 3.16      Sale-Leasebacks................................................................      31
         Section 3.17      Changes to Material Contracts..................................................      32
         Section 3.18      Prepayments of Other Indebtedness..............................................      32

SECTION 4 FINANCIAL COVENANTS/REPORTING...................................................................      32

         Section 4.1      Capital Expenditure Limits......................................................      32
         Section 4.2      Lease Limits....................................................................      33
         Section 4.3      Minimum EBITDA..................................................................      33
         Section 4.4      Minimum Fixed Charge Coverage Ratio.............................................      33
         Section 4.5      Minimum Interest Coverage Ratio.................................................      34
         Section 4.6      Maximum Leverage Ratio..........................................................      34
         Section 4.7      Minimum Net Worth...............................................................      35
         Section 4.8      Financial Statements and Other Reports..........................................      35
         Section 4.9      Accounting Terms; Utilization of GAAP for Purposes of
                 Calculations Under Agreement.............................................................      39

SECTION 5 REPRESENTATIONS AND WARRANTIES..................................................................      39

         Section 5.1      Disclosure......................................................................      39
         Section 5.2      No Material Adverse Effect......................................................      40
         Section 5.3      No Conflict.....................................................................      40
         Section 5.4      Organization, Powers, Capitalization and Good Standing..........................      40
         Section 5.5      Financial Statements and Projections............................................      41
         Section 5.6      Intellectual Property...........................................................      41
         Section 5.7      Investigations, Audits, Etc.....................................................      42
         Section 5.8      Employee Matters................................................................      42
         Section 5.9      Solvency........................................................................      42
         Section 5.10      Litigation; Adverse Facts......................................................      42
         Section 5.11      Use of Proceeds; Margin Regulations............................................      43
         Section 5.12      Ownership of Property; Liens...................................................      43
         Section 5.13      Environmental Matters..........................................................      44
         Section 5.14      ERISA..........................................................................      45
         Section 5.15      Brokers........................................................................      46
         Section 5.16      Deposit and Disbursement Accounts..............................................      46
         Section 5.17      Agreements and Other Documents.................................................      46
         Section 5.18      Insurance......................................................................      46

SECTION 6 DEFAULT, RIGHTS AND REMEDIES....................................................................      46

         Section 6.1      Event of Default................................................................      46
         Section 6.2      Suspension or Termination of Commitments........................................      49
         Section 6.3      Acceleration and other Remedies.................................................      49
         Section 6.4      Performance by Agent............................................................      50
         Section 6.5      Application of Proceeds.........................................................      50
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                                            <C>
SECTION 7 CONDITIONS TO LOANS.............................................................................      51

         Section 7.1      Conditions to Initial Loans.....................................................      51
         Section 7.2      Conditions to All Loans.........................................................      51

SECTION 8 ASSIGNMENT AND PARTICIPATION....................................................................      52

         Section 8.1      Assignment and Participations...................................................      52
         Section 8.2      Agent...........................................................................      54
         Section 8.3      Set Off and Sharing of Payments.................................................      59
         Section 8.4      Disbursement of Funds...........................................................      60
         Section 8.5      Disbursements of Advances; Payment..............................................      60

SECTION 9 MISCELLANEOUS...................................................................................      63

         Section 9.1      Indemnities.....................................................................      63
         Section 9.2      Amendments and Waivers..........................................................      63
         Section 9.3      Notices.........................................................................      65
         Section 9.4      Failure or Indulgence Not Waiver; Remedies Cumulative...........................      66
         Section 9.5      Marshaling; Payments Set Aside..................................................      66
         Section 9.6      Severability....................................................................      66
         Section 9.7      Lenders' Obligations Several; Independent Nature of Lenders'
                Rights....................................................................................      67
         Section 9.8      Headings........................................................................      67
         Section 9.9      Applicable Law..................................................................      67
         Section 9.10      Successors and Assigns.........................................................      67
         Section 9.11      No Fiduciary Relationship; Limited Liability...................................      67
         Section 9.12      Construction...................................................................      68
         Section 9.13      Confidentiality................................................................      68
         Section 9.14      CONSENT TO JURISDICTION........................................................      68
         Section 9.15      WAIVER OF JURY TRIAL...........................................................      69
         Section 9.16      Survival of Warranties and Certain Agreements..................................      69
         Section 9.17      Entire Agreement...............................................................      70
         Section 9.18      Counterparts; Effectiveness....................................................      70
         Section 9.19      Replacement of Lenders.........................................................      70
         Section 9.20      Delivery of Termination Statements and Mortgage Releases.......................      72

SECTION 10 JOINT AND SEVERAL LIABIILTY....................................................................      72

         Section 10.1      Joint and Several Liability....................................................      72
         Section 10.2      Waivers by Borrowers...........................................................      72
         Section 10.3      Benefit........................................................................      73
         Section 10.4      Waiver of Subrogation, Etc.....................................................      73
         Section 10.5      Election of Remedies...........................................................      73
         Section 10.6      Limitation.....................................................................      74
         Section 10.7      Contribution with Respect to Obligations.......................................      74
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<S>                                                                                                            <C>
         Section 10.8      Liability Cumulative...........................................................      75
</TABLE>

                                      -iv-

<PAGE>

                           INDEX OF APPENDICES

Annexes

Annex A                    -        Definitions
Annex B                    -        Pro Rata Shares and Commitment Amounts
Annex C                    -        Closing Checklist
Annex D                    -        Pro Forma
Annex E                    -        Lenders' Bank Accounts

Exhibits

Exhibit 1.1(a)             -        Term Notes
Exhibit 1.1(b)(i)          -        Revolving Note
Exhibit 1.1(b)(ii)         -        Notice of Revolving Credit Advance
Exhibit 1.1(c)             -        Swing Line Note
Exhibit 1.2(e)             -        Notice of Continuation/Conversion
Exhibit 4.8(d)             -        Borrowing Base Certificate
Exhibit 4.8(o)             -        Compliance, Pricing and Excess Cash Flow
                                    Certificate
Exhibit 8.1                -        Assignment Agreement

Schedules

Schedule 3.2               -        Liens
Schedule 3.4               -        Contingent Obligations
Schedule 3.8               -        Affiliate Transactions
Schedule 3.9               -        Business Description
Schedule 5.4(a)            -        Jurisdictions of Organization and
                                    Qualifications
Schedule 5.4(b)            -        Capitalization
Schedule 5.6               -        Intellectual Property
Schedule 5.7               -        Investigations and Audits
Schedule 5.8               -        Employee Matters
Schedule 5.10              -        Litigation
Schedule 5.11                       Use of Proceeds
Schedule 5.12              -        Real Estate
Schedule 5.13              -        Environmental Matters
Schedule 5.14              -        ERISA
Schedule 5.16              -        Deposit and Disbursement Accounts
Schedule 5.17              -        Agreements and Other Documents
Schedule 5.18                       Insurance

                                       -v-

<PAGE>

                                CREDIT AGREEMENT

                  This CREDIT AGREEMENT is dated as of December 27, 2002 and
entered into by and among ATLANTIS PLASTIC FILMS, INC., a Delaware corporation
("Atlantis Plastic Films"), ATLANTIS MOLDED PLASTICS, INC., a Florida
corporation ("Atlantis Molded Plastics"), ATLANTIS FILMS, INC., a Delaware
corporation ("Atlantis Films"), RIGAL PLASTICS, INC., a Florida corporation
("Rigal Plastics"), ATLANTIS PLASTICS INJECTION MOLDING, INC., a Kentucky
corporation ("Injection Molding"), PIERCE PLASTICS, INC., a Delaware corporation
("Pierce Plastics"), and EXTRUSION MASTERS, INC., an Indiana corporation
("Extrusion Masters") (Atlantis Plastic Films, Atlantis Molded Plastics,
Atlantis Films, Rigal Plastics, Injection Molding, Pierce Plastics and Extrusion
Masters are sometimes referred to herein as the "Borrowers" and individually as
a "Borrower"), the other persons designated as "Credit Parties" on the signature
pages hereof, the financial institutions who are or hereafter become parties to
this Agreement as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation (in its individual capacity "GE Capital"), as Agent and Co-Lead
Arranger, CIBC WORLD MARKETS CORP., as Syndication Agent and Co-Lead Arranger,
MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES
INC., as a Documentation Agent and BNP PARIBAS, as a Documentation Agent.

                                R E C I T A L S:

                  WHEREAS, Borrowers desire that Lenders extend term credit
facilities and a revolving credit facility to Borrowers to fund the repayment of
certain indebtedness of Borrowers, to provide working capital financing for
Borrowers and their Subsidiaries and to provide funds for other general
corporate purposes of Borrowers and their Subsidiaries; and

                  WHEREAS, Borrowers desire to secure all of their Obligations
(as hereinafter defined) under the Loan Documents (as hereinafter defined) by
granting to Agent, for the benefit of Agent and Lenders, a security interest in
and lien upon substantially all of their personal and real property; and

                  WHEREAS, Atlantis Plastics, Inc., a Florida corporation
("Holdings"), is willing to guaranty all of the Obligations and to pledge to
Agent, for the benefit of Agent and Lenders, all of the Stock of Borrowers to
secure the Obligations; and

                  WHEREAS, all capitalized terms herein shall have the meanings
ascribed thereto in Annex A hereto which is incorporated herein by reference.

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, Borrowers, the other
Credit Parties, Lenders and Agent agree as follows:

<PAGE>

                                   SECTION 1
                           AMOUNTS AND TERMS OF LOANS

                  Section 1.1       Loans.

                  Subject to the terms and conditions of this Agreement and in
reliance upon the representations and warranties of Borrowers and the other
Credit Parties contained herein:

                  (a)      Term Loans. Each Term Lender agrees, severally and
not jointly, to lend to Borrowers in one draw, on the Closing Date, its Pro Rata
Share of the following amounts:

                           (i)      "Term Loan A", in an amount equal to
                  $35,000,000; and

                           (ii)     "Term Loan B", in an amount equal to
                  $40,000,000.

                  Term Loan A and Term Loan B will be referred to together as
the "Term Loans."

                  Borrowers shall repay the Term Loans through periodic payments
on the dates and in the amounts indicated below ("Scheduled Installments").

Term Loan A

<TABLE>
<CAPTION>
       Date                         Scheduled Installment
       ----                         ---------------------
<S>                                 <C>
March 31, 2003                           $  875,000
June 30, 2003                            $  875,000
September 30, 2003                       $  875,000
December 31, 2003                        $  875,000
March 31, 2004                           $1,312,500
June 30, 2004                            $1,312,500
September 30, 2004                       $1,312,500
December 31, 2004                        $1,312,500
March 31, 2005                           $1,750,000
June 30, 2005                            $1,750,000
September 30, 2005                       $1,750,000
December 31, 2005                        $1,750,000
March 31, 2006                           $2,187,500
June 30, 2006                            $2,187,500
September 30, 2006                       $2,187,500
December 31, 2006                        $2,187,500
March 31, 2007                           $2,625,000
June 30, 2007                            $2,625,000
September 30, 2007                       $2,625,000
December 31, 2007                        $2,625,000
</TABLE>

                                      -2-

<PAGE>

Term Loan B

<TABLE>
<CAPTION>
       Date                         Scheduled Installment
       ----                         ---------------------
<S>                                 <C>
March 31, 2003                           $  100,000
June 30, 2003                            $  100,000
September 30, 2003                       $  100,000
December 31, 2003                        $  100,000
March 31, 2004                           $  100,000
June 30, 2004                            $  100,000
September 30, 2004                       $  100,000
December 31, 2004                        $  100,000
March 31, 2005                           $  100,000
June 30, 2005                            $  100,000
September 30, 2005                       $  100,000
December 31, 2005                        $  100,000
March 31, 2006                           $  100,000
June 30, 2006                            $  100,000
September 30, 2006                       $  100,000
December 31, 2006                        $  100,000
March 31, 2007                           $  100,000
June 30, 2007                            $  100,000
September 30, 2007                       $  100,000
December 31, 2007                        $  100,000
March 31, 2008                           $9,500,000
June 30, 2008                            $9,500,000
September 30, 2008                       $9,500,000
December 31, 2008                        $9,500,000
</TABLE>

                  The final installment shall in all events equal the entire
remaining principal balance of Term Loan A and Term Loan B, respectively.
Notwithstanding the foregoing, the outstanding principal balance of the Term
Loans shall be due and payable in full on the Commitment Termination Date.
Amounts borrowed under this Section 1.1(a) and repaid may not be reborrowed.

                  The Term Loans shall be evidenced by promissory notes
substantially in the form of Exhibit 1.1(a) (each a "Term Note" and,
collectively, the "Term Notes"), and, except as provided in Section 1.7, all of
the Borrowers shall jointly execute and deliver each Term Note to the applicable
Term Lender. Each Term Note shall represent the obligation of Borrowers to pay
the amount of the applicable Term Lender's Term Loans, together with interest
thereon.

                  The aggregate principal amount of the Term Loans shall be the
primary obligation of each Borrower.

                                      -3-

<PAGE>

                  (b)      Revolving Loans.

                           (i)      Each Revolving Lender agrees, severally and
         not jointly, to make available to Borrowers from time to time until the
         Commitment Termination Date its Pro Rata Share of advances (each a
         "Revolving Credit Advance") requested by notice to Agent by Borrower
         Representative on behalf of the Borrowers hereunder. The Pro Rata Share
         of the Revolving Loan of any Revolving Lender (including, without
         duplication, Swing Line Loans) shall not at any time exceed its
         separate Revolving Loan Commitment. Revolving Credit Advances may be
         repaid and reborrowed; provided, that the amount of any Revolving
         Credit Advance to be made at any time shall not exceed Borrowing
         Availability. Borrowing Availability may be further reduced by Reserves
         imposed by Agent in its reasonable credit judgment. All Revolving Loans
         shall be repaid in full on the Commitment Termination Date. Each
         Borrower shall execute and deliver to each Revolving Lender a note to
         evidence the Revolving Loan Commitment of that Revolving Lender. Each
         note shall be in the principal amount of the Revolving Loan Commitment
         of the applicable Revolving Lender, dated the Closing Date and
         substantially in the form of Exhibit 1.1(b)(i) (each a "Revolving Note"
         and, collectively, the "Revolving Notes"). Other than pursuant to
         Section 1.1(b)(ii), if at any time the outstanding Revolving Loans
         (including, without duplication, the Swing Line Loans) exceed the
         Borrowing Base (any such excess Revolving Loans are herein referred to
         collectively as "Overadvances"), Lenders shall not be obligated to make
         Revolving Credit Advances, no additional Letters of Credit shall be
         issued and, except as provided in Section 1.1(b)(ii) below, Revolving
         Loans must be repaid immediately and Letters of Credit cash
         collateralized in an amount sufficient to eliminate any Overadvances.
         All Overadvances shall constitute Index Rate Loans and, at the option
         of Agent, shall bear interest at the Default Rate. Revolving Loans
         which are Index Rate Loans may be requested in any amount with one (1)
         Business Day prior written notice required for funding requests equal
         to or greater than $5,000,000. For funding requests for such Loans less
         than $5,000,000, written notice must be provided by noon (Chicago time)
         on the Business Day on which the Loan is to be made. All LIBOR Loans
         require three (3) Business Days prior written notice. Written notices
         for funding requests shall be in the form attached as Exhibit
         1.1(b)(ii) ("Notice of Revolving Credit Advance").

                           (ii)     If Borrower Representative on behalf of
         Borrowers requests that Revolving Lenders make, or permit to remain
         outstanding any Overadvances, Co-Lead Arrangers may, in their sole
         discretion, elect to make, or permit to remain outstanding such
         Overadvances; provided, however, that Agent may not cause Revolving
         Lenders to make, or permit to remain outstanding, (a) aggregate
         Revolving Loans (including, without duplication, Swing Line Loans) in
         excess of the Maximum Amount or (b) Overadvances in an aggregate amount
         in excess of $1,500,000. If an Overadvance is made, or

                                      -4-

<PAGE>

         permitted to remain outstanding, pursuant to the preceding sentence,
         then all Revolving Lenders shall be bound to make, or permit to remain
         outstanding, such Overadvance based upon their Pro Rata Shares of the
         Revolving Loan Commitment in accordance with the terms of this
         Agreement. If an Overadvance remains outstanding for more than ninety
         (90) days during any one hundred eighty (180) day period, Revolving
         Loans must be repaid immediately in an amount sufficient to eliminate
         all of such Overadvances. Furthermore, holders of a majority of the
         Revolving Loan Commitment may prospectively revoke Co-Lead Arranger's
         ability to make or permit Overadvances by written notice to Co-Lead
         Arrangers. Any Overadvance may be made as a Swing Line Advance.

                  (c)      Swing Line Facility.

                           (i)      Agent shall notify the Swing Line Lender
         upon Agent's receipt of any Notice of Revolving Credit Advance. Subject
         to the terms and conditions hereof, the Swing Line Lender may, in its
         discretion, make available from time to time until the Commitment
         Termination Date advances (each, a "Swing Line Advance") in accordance
         with any such notice. The provisions of this Section 1.1(c) shall not
         relieve Revolving Lenders of their obligations to make Revolving Credit
         Advances under Section 1.1(b); provided, that if the Swing Line Lender
         makes a Swing Line Advance pursuant to any such notice, such Swing Line
         Advance shall be in lieu of any Revolving Credit Advance that otherwise
         may be made by Revolving Lenders pursuant to such notice. Except as
         provided in Section 1.1(b)(ii) above, the aggregate amount of Swing
         Line Advances outstanding shall not exceed at any time the lesser of
         (A) the Swing Line Commitment and (B) Borrowing Availability ("Swing
         Line Availability"). Until the Commitment Termination Date, Borrowers
         may from time to time borrow, repay and reborrow under this Section
         1.1(c). Each Swing Line Advance shall be made pursuant to a Notice of
         Revolving Credit Advance delivered by Borrower Representative on behalf
         of Borrowers to Agent in accordance with Section 1.1(b). Unless the
         Swing Line Lender has received at least one (1) Business Day's prior
         written notice from Requisite Revolving Lenders instructing it not to
         make a Swing Line Advance, the Swing Line Lender shall, notwithstanding
         the failure of any condition precedent set forth in Section 7.2, be
         entitled to fund that Swing Line Advance, and to have each Revolving
         Lender make Revolving Credit Advances in accordance with Section
         1.1(c)(iii) or purchase participating interests in accordance with
         Section 1.1(c)(iv); provided, that any borrowing of a Swing Line
         Advance shall constitute a representation by Borrowers that the
         conditions precedent set forth in Section 7.2 are satisfied and this
         Section 1.1(c) shall not constitute a waiver by Lenders of any rights
         against Borrowers with respect to any failure to satisfy a condition
         precedent set forth in Section 7.2. Notwithstanding any other provision
         of this Agreement or the other Loan Documents, the Swing Line Loan
         shall constitute an Index Rate

                                      -5-

<PAGE>

         Loan. Borrowers shall repay the aggregate outstanding principal amount
         of the Swing Line Loan upon demand therefor by Agent. The entire unpaid
         balance of the Swing Line Loan and all other noncontingent Obligations
         shall be immediately due and payable in full in immediately available
         funds on the Commitment Termination Date if not sooner paid in full.

                           (ii)     Borrowers shall execute and deliver to the
         Swing Line Lender a promissory note to evidence the Swing Line
         Commitment. Such note shall be in the principal amount of the Swing
         Line Commitment of the Swing Line Lender, dated the Closing Date and
         substantially in the form of Exhibit 1.1(c) (the "Swing Line Note").
         The Swing Line Note shall represent the obligation of Borrowers to pay
         the amount of the Swing Line Commitment or, if less, the aggregate
         unpaid principal amount of all Swing Line Advances made to Borrowers
         together with interest thereon as prescribed in Section 1.2.

                           (iii)    The Swing Line Lender, at any time and from
         time to time in its sole and absolute discretion may on behalf of
         Borrowers (and each Borrower hereby irrevocably authorizes the Swing
         Line Lender to so act on its behalf) request each Revolving Lender
         (including the Swing Line Lender) to make a Revolving Credit Advance to
         Borrowers (which shall be an Index Rate Loan) in an amount equal to
         that Revolving Lender's Pro Rata Share of the principal amount of the
         Swing Line Loan (the "Refunded Swing Line Loan") outstanding on the
         Business Day next succeeding the date such notice is given. Unless any
         of the events described in Sections 6.1(f) and 6.1(g) has occurred (in
         which event the procedures of Section 1.1(c)(iv) shall apply) and
         regardless of whether the conditions precedent set forth in this
         Agreement to the making of a Revolving Credit Advance are then
         satisfied, each Revolving Lender shall disburse directly to Agent, its
         Pro Rata Share of a Revolving Credit Advance on behalf of the Swing
         Line Lender, prior to 2:00 p.m. (Chicago time), in immediately
         available funds on the Business Day next succeeding the date that
         notice is given. The proceeds of those Revolving Credit Advances shall
         be immediately paid to the Swing Line Lender and applied to repay the
         Refunded Swing Line Loan.

                           (iv)     If, prior to refunding a Swing Line Loan
         with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of
         the events described in Sections 6.1(f) or 6.1(g) has occurred, then,
         subject to the provisions of Section 1.1(c)(v) below, each Revolving
         Lender shall, on the date such Revolving Credit Advance was to have
         been made for the benefit of Borrowers, purchase from the Swing Line
         Lender an undivided participation interest in the Swing Line Loan in an
         amount equal to its Pro Rata Share (determined with respect to
         Revolving Loans) of such Swing Line Loan. Upon request, each Revolving
         Lender shall promptly transfer to the Swing Line Lender, in immediately
         available funds, the amount of its participation interest.

                                      -6-

<PAGE>

                           (v)      Each Revolving Lender's obligation to make
         Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to
         purchase participation interests in accordance with Section 1.1(c)(iv)
         shall be absolute and unconditional and shall not be affected by any
         circumstance, including (A) any setoff, counterclaim, recoupment,
         defense or other right that such Revolving Lender may have against the
         Swing Line Lender, any Borrower or any other Person for any reason
         whatsoever; (B) the occurrence or continuance of any Default or Event
         of Default; (C) any inability of any Borrower to satisfy the conditions
         precedent to borrowing set forth in this Agreement at any time or (D)
         any other circumstance, happening or event whatsoever, whether or not
         similar to any of the foregoing. Swing Line Lender shall be entitled to
         recover, on demand, from each Revolving Lender the amounts required
         pursuant to Sections 1.1.(c)(iii) or 1.1(c)(iv), as the case may be. If
         any Revolving Lender does not make available such amounts to Agent or
         the Swing Line Lender, as applicable, the Swing Line Lender shall be
         entitled to recover, on demand, such amount on demand from such
         Revolving Lender, together with interest thereon for each day from the
         date of non-payment until such amount is paid in full at the Federal
         Funds Rate for the first two (2) Business Days and at the Index Rate
         thereafter.

                  (d)      Letters of Credit. The Revolving Loan Commitment may,
in addition to advances under the Revolving Loan, be utilized, upon the request
of Borrower Representative on behalf of the applicable Borrower, for the
issuance of Letters of Credit. Immediately upon the issuance by an L/C Issuer of
a Letter of Credit, and without further action on the part of Agent or any of
the Lenders, each Revolving Lender shall be deemed to have purchased from such
L/C Issuer a participation in such Letter of Credit (or in its obligation under
a risk participation agreement with respect thereto) equal to such Revolving
Lender's Pro Rata Share of the aggregate amount available to be drawn under such
Letter of Credit.

                           (i)      Maximum Amount. The aggregate amount of
         Letter of Credit Obligations with respect to all Letters of Credit
         outstanding at any time shall not exceed $7,500,000 ("L/C Sublimit").

                           (ii)     Reimbursement. Borrowers shall be
         irrevocably and unconditionally obligated forthwith without
         presentment, demand, protest or other formalities of any kind
         (including for purposes of Section 10), to reimburse any L/C Issuer on
         demand in immediately available funds for any amounts paid by such L/C
         Issuer with respect to a Letter of Credit, including all reimbursement
         payments, Fees, Charges, costs and expenses paid by such L/C Issuer.
         Borrowers hereby authorize and direct Agent, at Agent's option, to
         debit Borrowers' account (by increasing the outstanding principal
         balance of the Revolving Credit Advances) in the amount of any payment
         made by an L/C Issuer with respect to any Letter of Credit. All amounts
         paid by an L/C Issuer with respect to any Letter of Credit that are not
         repaid on the same day by Borrowers with the proceeds of a Revolving
         Credit Advance or otherwise

                                      -7-

<PAGE>

         shall bear interest at the interest rate applicable to Revolving Loans
         which are Index Rate Loans plus, if not repaid within two (2) Business
         Days of the payment by the L/C Issuer, at the election of Agent or
         Requisite Revolving Lenders, an additional two percent (2.00%) per
         annum. Each Revolving Lender agrees to fund its Pro Rata Share of any
         Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event
         Agent elects not to debit Borrowers' account and Borrowers fail to
         reimburse the L/C Issuer in full on the date of any payment in respect
         of a Letter of Credit, Agent shall promptly notify each Revolving
         Lender of the amount of such unreimbursed payment and the accrued
         interest thereon and each Revolving Lender, on the next Business Day
         prior to 2:00 p.m. (Chicago time), shall deliver to Agent an amount
         equal to its Pro Rata Share thereof in same day funds. Each Revolving
         Lender hereby absolutely and unconditionally agrees to pay to the L/C
         Issuer upon demand by the L/C Issuer such Revolving Lender's Pro Rata
         Share of each payment made by the L/C Issuer in respect of a Letter of
         Credit and not immediately reimbursed by Borrowers or satisfied through
         a debit of Borrowers' account. Each Revolving Lender acknowledges and
         agrees that its obligations pursuant to this subsection in respect of
         Letters of Credit are absolute and unconditional and shall not be
         affected by any circumstance whatsoever, including setoff,
         counterclaim, the occurrence and continuance of a Default or an Event
         of Default or any failure by Borrowers to satisfy any of the conditions
         set forth in Section 7.2. If any Revolving Lender fails to make
         available to the L/C Issuer the amount of such Revolving Lender's Pro
         Rata Share of any payments made by the L/C Issuer in respect of a
         Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer
         shall be entitled to recover such amount on demand from such Revolving
         Lender together with interest thereon for each day from the date of
         non-payment until such amount is paid in full at the Federal Funds Rate
         for the first two (2) Business Days and at the Index Rate thereafter.

                           (iii)    Request for Letters of Credit. Borrower
         Representative shall give Agent at least three (3) Business Days prior
         written notice specifying the date a Letter of Credit is requested to
         be issued, the amount and the name and address of the beneficiary and a
         description of the transactions proposed to be supported thereby. If
         Agent informs Borrower Representative that the L/C Issuer cannot issue
         the requested Letter of Credit directly, Borrower Representative may
         request that L/C Issuer arrange for the issuance of the requested
         Letter of Credit under a risk participation agreement with another
         financial institution reasonably acceptable to Agent, L/C Issuer and
         Borrower Representative. The issuance of any Letter of Credit under
         this Agreement shall be subject to the conditions that the Letter of
         Credit (i) supports a transaction entered into in the ordinary course
         of business of Borrowers and (ii) is in a form, is for an amount and
         contains such terms and conditions as are reasonably satisfactory to
         the L/C Issuer and, in the case of standby letters of credit, Agent.

                                      -8-

<PAGE>

                           (iv)     Expiration Dates of Letters of Credit. The
         expiration date of each Letter of Credit shall be on a date which is
         not later than the earlier of (a) one year from its date of issuance or
         (b) the thirtieth (30th) day prior to the date set forth in clause (a)
         of the definition of the term Commitment Termination Date.
         Notwithstanding the foregoing, a Letter of Credit may provide for
         automatic extensions of its expiration date for one (1) or more
         successive one (1) year periods provided that the L/C Issuer has the
         right to terminate such Letter of Credit on each such annual expiration
         date and no renewal term may extend the term of the Letter of Credit to
         a date that is later than the thirtieth (30th) day prior to the date
         set forth in clause (a) of the definition of the term Commitment
         Termination Date. The L/C Issuer may elect not to renew any such Letter
         of Credit and, upon direction by Agent or Requisite Revolving Lenders,
         shall not renew any such Letter of Credit at any time during the
         continuance of an Event of Default, provided that, in the case of a
         direction by Agent or Requisite Revolving Lenders, the L/C Issuer
         receives such directions at least one Business Day prior to the date
         notice of non-renewal is required to be given by the L/C Issuer.

                           (v)      Obligations Absolute. The obligation of
         Borrowers to reimburse the L/C Issuer, Agent and Lenders for payments
         made in respect of Letters of Credit issued by the L/C Issuer shall be
         unconditional and irrevocable and shall be paid under all circumstances
         strictly in accordance with the terms of this Agreement, including the
         following circumstances: (a) any lack of validity or enforceability of
         any Letter of Credit; (b) any amendment or waiver of or any consent or
         departure from all or any of the provisions of any Letter of Credit or
         any Loan Document; (c) the existence of any claim, set-off, defense or
         other right which Borrowers, any of their Subsidiaries or Affiliates or
         any other Person may at any time have against any beneficiary of any
         Letter of Credit, Agent, any L/C Issuer, any Lender or any other
         Person, whether in connection with this Agreement, any other Loan
         Document or any other related or unrelated agreements or transactions;
         (d) any draft or other document presented under any Letter of Credit
         proving to be forged, fraudulent, invalid or insufficient in any
         respect or any statement therein being untrue or inaccurate in any
         respect; (e) payment under any Letter of Credit against presentation of
         a draft or other document that does not substantially comply with the
         terms of such Letter of Credit; or (f) any other act or omission to act
         or delay of any kind of any L/C Issuer, Agent, any Lender or any other
         Person or any other event or circumstance whatsoever that might, but
         for the provisions of this Section 1.1(d)(v), constitute a legal or
         equitable discharge of Borrowers' obligations hereunder.

                           (vi)     Obligations of L/C Issuers. Each L/C Issuer
         hereby agrees that it will not issue a Letter of Credit hereunder until
         it has provided Agent with written notice specifying the amount and
         intended issuance date of such Letter of Credit and Agent has returned
         a written acknowledgment of

                                      -9-

<PAGE>

         such notice to L/C Issuer. Each L/C Issuer further agrees to provide to
         Agent: (a) a copy of each Letter of Credit issued by such L/C Issuer
         promptly after its issuance; (b) a weekly report summarizing available
         amounts under Letters of Credit issued by such L/C Issuer, the dates
         and amounts of any draws under such Letters of Credit, the effective
         date of any increase or decrease in the face amount of any Letters of
         Credit during such week and the amount of any unreimbursed draws under
         such Letters of Credit; and (c) such additional information reasonably
         requested by Agent from time to time with respect to the Letters of
         Credit issued by such L/C Issuer. Without limiting the generality of
         the foregoing, it is expressly understood and agreed by Borrowers that
         the absolute and unconditional obligation of Borrowers to Agent and
         Lenders hereunder to reimburse payments made under a Letter of Credit
         will not be excused by the gross negligence or willful misconduct of
         the L/C Issuer. However, the foregoing provisions of this Section
         1.1(d) shall not be construed to excuse an L/C Issuer from liability to
         Borrowers to the extent of any direct damages (as opposed to
         consequential damages, with Borrowers hereby waiving all claims for any
         consequential damages to the extent permitted by applicable law)
         suffered by Borrowers that are subject to indemnification under
         Borrowers' agreements with the L/C Issuer pursuant to which the Letter
         of Credit is issued.

                           (vii)    Existing Letters of Credit. The Existing
         Letters of Credit shall be deemed to be Letters of Credit under this
         Agreement provided the stated expiry date of such Letters of Credit
         shall not be extended.

                  (e)      Funding Authorization. The proceeds of all Loans made
pursuant to this Agreement subsequent to the Closing Date are to be funded by
Agent by wire transfer to the account designated by Borrower Representative
below (the "Disbursement Account"):

                  Bank:                     Bank of America, N.A.
                                            Atlanta, Georgia
                  ABA No.:                  061-0000-52
                  Account Name:             Atlantis Plastics Films
                  Account No.:              0000-9017-1942

Borrower Representative shall provide Agent with written notice of any change in
the foregoing instructions at least three (3) Business Days before the desired
effective date of such change.

                  Section  1.2      Interest and Applicable Margins.

                  (a)      Borrowers shall pay interest to Agent, for the
ratable benefit of Lenders, in accordance with the various Loans being made by
each Lender, in arrears on each applicable Interest Payment Date, at the
following rates: (i) with respect to the Revolving Credit Advances which are
designated as Index Rate Loans (and for all other Obligations not otherwise set
forth below), the Index Rate plus the Applicable Revolver

                                      -10-

<PAGE>

Index Margin per annum or, with respect to Revolving Credit Advances which are
designated as LIBOR Loans, at the election of Borrower Representative, the
applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; (ii)
with respect to such portion of the Term Loans designated as an Index Rate Loan,
the Index Rate plus the Applicable Term Loan Index Margin per annum or, with
respect to such portion of the Term Loans designated as a LIBOR Loan, the
applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and
(iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable
Revolver Index Margin per annum.

                  As of the Closing Date, the Applicable Margins are as follows:

<TABLE>
<S>                                                        <C>
Applicable Revolver Index Margin                           2.25%
Applicable Revolver LIBOR Margin                           3.75%
Applicable Term Loan A Index Margin                        2.25%
Applicable Term Loan A LIBOR Margin                        3.75%
Applicable Term Loan B Index Margin                        2.75%
Applicable Term Loan B LIBOR Margin                        4.25%
Applicable L/C Margin                                      3.75%
</TABLE>

                  The Applicable Margins shall be adjusted (up or down)
prospectively on a quarterly basis as determined by Holdings and its
Subsidiaries' consolidated financial performance, commencing with the first day
of the first calendar month that occurs more than one (1) day after delivery of
Borrowers' quarterly Financial Statements to Lenders for the Fiscal Quarter
ending June 30, 2003. Adjustments in Applicable Margins will be determined by
reference to the following grids:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                        Level of
      If Leverage Ratio is:                        Applicable Margins:
--------------------------------------------------------------------------------
<S>                                                <C>
 > than = to 3.0 to 1.0                                  Level I
--------------------------------------------------------------------------------
< 3.0 to 1.0, but  >  than = to 2.5 to 1.0               Level II
--------------------------------------------------------------------------------
< 2.50 to 1.0, but >  than = to to 2.0 to 1.0            Level III
--------------------------------------------------------------------------------
< 2.0 to 1.0                                             Level IV
--------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                        Level I        Level II        Level III      Level IV
----------------------------------------------------------------------------------------------
<S>                                     <C>            <C>             <C>            <C>
Applicable Revolver Index                 2.5%           2.25%            2.0%         1.75%
Margin and Applicable
Term Loan A Index Margin
----------------------------------------------------------------------------------------------
Applicable Revolver                       4.0%           3.75%           3.50%         3.25%
LIBOR Margin and
Applicable Term Loan A
LIBOR Margin
----------------------------------------------------------------------------------------------
</TABLE>

                                      -11-

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                        Level I        Level II        Level III      Level IV
----------------------------------------------------------------------------------------------
<S>                                     <C>            <C>             <C>            <C>
Applicable Term Loan B                    3.0%           2.75%           2.75%         2.75%
Index Margin
----------------------------------------------------------------------------------------------
Applicable Term Loan B                    4.5%           4.25%           4.25%         4.25%
LIBOR Margin
----------------------------------------------------------------------------------------------
Applicable L/C Margin                     4.0%           3.75%           3.50%         3.25%
----------------------------------------------------------------------------------------------
</TABLE>

                  All adjustments in the Applicable Margins after June 30, 2003
shall be implemented quarterly on a prospective basis, for each calendar month
commencing at least one (1) day after the date of delivery to Lenders of the
quarterly unaudited Financial Statements evidencing the need for an adjustment.
Concurrently with the delivery of those Financial Statements, Borrower
Representative shall deliver to Agent and Lenders a certificate, signed by its
chief financial officer, setting forth in reasonable detail the basis for the
continuance of, or any change in, the Applicable Margins. Failure to timely
deliver such Financial Statements for more than three (3) Business Days past the
time such Financial Statements are required to be delivered shall, on the fourth
Business Day after such Financial Statements are due, in addition to any other
remedy provided for in this Agreement, result in an increase in the Applicable
Margins to the highest level set forth in the foregoing grid, until the day the
delivery of those Financial Statements demonstrating that such an increase is
not required. If any Default or an Event of Default has occurred and is
continuing at the time any reduction in the Applicable Margins is to be
implemented, that reduction shall be deferred until the first day of the first
calendar month following the date on which all Defaults or Events of Default are
waived or cured.

                  (b)      If any payment on any Loan becomes due and payable on
a day other than a Business Day, the maturity thereof will be extended to the
next succeeding Business Day (except as set forth in the definition of LIBOR
Period) and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension.

                  (c)      All computations of Fees calculated on a per annum
basis and interest shall be made by Agent on the basis of a 360-day year, in
each case for the actual number of days occurring in the period for which such
Fees and interest are payable (provided that computations of interest on Index
Rate Loans shall be made by Agent on the basis of a 365 day year for the actual
number of days occurring in the period for which such interest is payable). The
Index Rate is a floating rate determined for each day. Each determination by
Agent of an interest rate and Fees hereunder shall be presumptively correct,
absent manifest error.

                  (d)      So long as an Event of Default has occurred and is
continuing under Section 6.1(a), (f) or (g) and without notice of any kind, or
so long as any other Event of Default has occurred and is continuing and at the
election of Agent (or upon the written request of Requisite Lenders) confirmed
by written notice from Agent to Borrower Representative, the interest rates
applicable to the Loans and the Letter of Credit Fee shall be increased by two
percentage points (2%) per annum above the rates of interest or the rate of

                                      -12-

<PAGE>

such Fee otherwise applicable hereunder ("Default Rate"), and all outstanding
Obligations shall bear interest at the Default Rate applicable to such
Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue
from the initial date of such Event of Default until that Event of Default is
cured or waived and shall be payable upon demand, but in any event, shall be
payable on the next regularly scheduled payment date set forth herein for such
Obligation.

                  (e)      Borrower Representative shall have the option to (i)
request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert
at any time all or any part of outstanding Loans (other than the Swing Line
Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an
Index Rate Loan, subject to payment of the LIBOR Breakage Fee in accordance with
Section 1.3(e) if such conversion is made prior to the expiration of the LIBOR
Period applicable thereto, or (iv) continue all or any portion of any Loan
(other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the
applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan
shall commence on the first day after the last day of the LIBOR Period of the
Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR
Period to be made or continued as, or converted into, a LIBOR Loan must be in a
minimum amount of $1,000,000 and integral multiples of $250,000 in excess of
such amount. Any such election must be made by noon (Chicago time) on the 3rd
Business Day prior to (1) the date of any proposed Revolving Credit Advance
which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period
with respect to any LIBOR Loans to be continued as such, or (3) the date on
which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR
Loan for a LIBOR Period designated by Borrower Representative in such election.
If no election is received with respect to a LIBOR Loan by noon (Chicago time)
on the 3rd Business Day prior to the end of the LIBOR Period with respect
thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of
its LIBOR Period. Borrower Representative must make such election by notice to
Agent in writing, by fax or overnight courier. In the case of any conversion or
continuation, such election must be made pursuant to a written notice (a "Notice
of Conversion/Continuation") in the form of Exhibit 1.2(e). No Loan shall be
made, converted into or continued as a LIBOR Loan, if an Event of Default has
occurred and is continuing and Agent or Requisite Lenders have determined not to
make or continue any Loan as a LIBOR Loan as a result thereof.

                  (f)      Notwithstanding anything to the contrary set forth in
this Section 1.2, if a court of competent jurisdiction determines in a final
non-appealable order that the rate of interest payable hereunder exceeds the
highest rate of interest permissible under law (the "Maximum Lawful Rate"), then
so long as the Maximum Lawful Rate would be so exceeded, the rate of interest
payable hereunder shall be equal to the Maximum Lawful Rate; provided, however,
that if at any time thereafter the rate of interest payable hereunder is less
than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder
at the Maximum Lawful Rate until such time as the total interest received by
Agent, on behalf of Lenders, is equal to the total interest that would have been
received had the interest rate payable hereunder been (but for the operation of
this paragraph) the interest rate payable since the Closing Date as otherwise
provided in this Agreement. Thereafter, interest hereunder shall

                                      -13-

<PAGE>

be paid at the rate(s) of interest and in the manner provided in Sections 1.2(a)
through (e), unless and until the rate of interest again exceeds the Maximum
Lawful Rate, and at that time this paragraph shall again apply. In no event
shall the total interest received by any Lender pursuant to the terms hereof
exceed the amount that such Lender could lawfully have received had the interest
due hereunder been calculated for the full term hereof at the Maximum Lawful
Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such
interest shall be calculated at a daily rate equal to the Maximum Lawful Rate
divided by the number of days in the year in which such calculation is made. If,
notwithstanding the provisions of this Section 1.2(f), a court of competent
jurisdiction shall determine by a final, non-appealable order that a Lender has
received interest hereunder in excess of the Maximum Lawful Rate, Agent shall,
to the extent permitted by applicable law, promptly apply such excess as
specified in Section 1.5(e) and thereafter shall promptly refund any excess to
Borrowers or as such court of competent jurisdiction may otherwise order.

                  Section 1.3       Fees

                  (a)      Fee Letter. Borrowers shall pay to GE Capital,
individually, the Fees specified in that certain fee letter dated as of December
4, 2002 among Borrowers and GE Capital (the "GE Capital Fee Letter"), at the
times specified for payment therein. Borrowers shall pay each other Lender the
Fees specified in the fee letter among Borrowers and such Lender, at the times
specified for payment therein.

                  (b)      Unused Line Fee. As additional compensation for the
Revolving Lenders, Borrowers shall pay to Agent, for the ratable benefit of such
Lenders, in arrears, on the first Business Day of each month prior to the
Commitment Termination Date and on the Commitment Termination Date, a fee for
Borrowers' non-use of available funds in an amount equal to one-half of one
percent (0.5%) per annum multiplied by the difference between (x) the Maximum
Amount (as it may be reduced from time to time) and (y) the average for the
period of the daily closing balances of the Revolving Loans (including, without
duplication, Swing Line Loans and L/C Obligations) outstanding during the period
for which such Fee is due.

                  (c)      Letter of Credit Fee. Borrowers agree to pay to Agent
for the benefit of Revolving Lenders, as compensation to such Revolving Lenders
for Letter of Credit Obligations incurred hereunder, (i) all reasonable costs
and expenses incurred by Agent or any Lender on account of such Letter of Credit
Obligations, and (ii) for each month during which any Letter of Credit
Obligation shall remain outstanding, a fee (the "Letter of Credit Fee") in an
amount equal to the Applicable L/C Margin from time to time in effect multiplied
by the maximum amount available from time to time to be drawn under the
applicable Letter of Credit. Such fee shall be paid to Agent for the benefit of
the Revolving Lenders in arrears, on the first Business Day of each month and on
the Commitment Termination Date. In addition, Borrowers shall pay to each L/C
Issuer, on demand, such fees (including all per annum fees), charges and
expenses of such L/C Issuer in respect of the issuance, negotiation, acceptance,
amendment, transfer and payment of such Letter of Credit or otherwise payable

                                      -14-

<PAGE>

pursuant to the application and related documentation under which such Letter of
Credit is issued.

                  (d)      LIBOR Breakage Fee. Upon (i) any default by any
Borrower in making any borrowing of, conversion into or continuation of any
LIBOR Loan following Borrower Representative's delivery to Agent of any LIBOR
Loan request in respect thereof or (ii) any payment of a LIBOR Loan, or
conversion of a LIBOR Loan into an Index Rate Loan pursuant to Section 1.8, in
each instance, on any day that is not the last day of the LIBOR Period
applicable thereto (regardless of the source of such prepayment or reason for
such conversion and whether voluntary, by acceleration or otherwise), Borrowers
shall pay Agent, for the benefit of all Lenders that funded or were prepared to
fund any such LIBOR Loan, the LIBOR Breakage Fee.

                  (e)      Expenses and Attorneys' Fees. Borrowers agree to
promptly pay all reasonable fees, charges, costs and expenses (including
reasonable attorneys' fees and expenses) and, in instances where outside counsel
is not used, the reasonable allocated cost of internal legal staff incurred by
Agent in connection with any matters contemplated by or arising out of the Loan
Documents, in connection with the examination, review, due diligence
investigation, documentation, negotiation, closing and syndication of the
transactions contemplated herein and in connection with the continued
administration of the Loan Documents including any amendments, modifications,
consents and waivers. Borrowers agree to promptly pay reasonable documentation
charges assessed by Agent for amendments, waivers, consents and any of the
documentation prepared by Agent's internal legal staff and out-of-pocket fees
and costs paid to third party auditors retained by Agent (or $750 per audit day
plus out-of-pocket expenses for in-house auditors). Borrowers agree to promptly
pay all fees, charges, costs and expenses (including fees, charges, costs and
expenses of attorneys, auditors (whether internal or external), appraisers,
consultants and advisors and the allocated cost of internal legal staff)
incurred by Agent in connection with any Event of Default, work-out or action to
enforce any Loan Document or to collect any payments due from Borrowers or any
other Credit Party. In addition, in connection with any work-out or action to
enforce any Loan Document or to collect any payments due from Borrowers or any
other Credit Party, Borrowers agree to promptly pay all fees, charges, costs and
expenses incurred by Lenders for one (1) counsel acting for all Lenders other
than Agent. All fees, charges, costs and expenses for which Borrowers are
responsible under this Section 1.3(e) shall be deemed part of the Obligations
when incurred, payable upon demand or in accordance with the final sentence of
Section 1.4 and secured by the Collateral.

                  Section 1.4       Payments.

                  All payments by Borrowers of the Obligations shall be without
deduction, defense, setoff or counterclaim and shall be made in same day funds
and delivered to Agent, for the benefit of Agent and Lenders, as applicable, by
wire transfer to the following account or such other place as Agent may from
time to time designate in writing.

                                      -15-

<PAGE>

                  ABA No. 021-001-033
                  Account Number 502-328-54
                  Bankers Trust Company
                  New York, New York
                  ACCOUNT NAME: GECC/CAF DEPOSITORY
                  Reference: GE Capital re Atlantis Plastics CFN4975

Borrowers shall receive credit on the day of receipt for funds received by Agent
by 1:00 p.m. (Chicago time). In the absence of timely receipt, such funds shall
be deemed to have been paid on the next Business Day. Whenever any payment to be
made hereunder shall be stated to be due on a day that is not a Business Day,
the payment may be made on the next succeeding Business Day and such extension
of time shall be included in the computation of the amount of interest and Fees
due hereunder.

                  Borrowers hereby authorize Lenders to make Revolving Credit
Advances or Swing Line Advances, on the basis of their Pro Rata Shares, for the
payment of Scheduled Installments, interest, Fees and expenses, Letter of Credit
reimbursement obligations and any amounts required to be deposited with respect
to outstanding Letter of Credit Obligations pursuant to Sections 1.5(f) or 6.3.

                  Section 1.5       Prepayments.

                  (a)      Voluntary Prepayments of Loans. At any time,
Borrowers may prepay the Loans, in whole or in part, without premium or penalty,
subject to the payment of LIBOR Breakage Fees, if applicable. Prepayments of
Term Loans shall be applied in accordance with Section 1.5(e) or as otherwise
may be agreed by Requisite Lenders.

                  (b)      Prepayments from Excess Cash Flow. Within one hundred
(100) days after the end of each Fiscal Year commencing with the Fiscal Year
ended December 31, 2003, Borrowers shall prepay the Loans in an amount equal to
fifty percent (50%) of the Excess Cash Flow for such Fiscal Year. The
calculation shall be based on the audited Financial Statements for Holdings and
its Subsidiaries.

                  (c)      Prepayments from Asset Dispositions. Immediately upon
receipt of any Net Proceeds, Borrowers shall repay the Revolving Credit Advances
(without reduction of the Revolving Loan Commitment) by an amount equal to the
amount of any reduction in the Borrowing Base attributable to the Asset
Disposition giving rise to such Net Proceeds to the extent that any such
reduction would result in the outstanding principal balance of the Revolving
Loan exceeding the maximum amount of Revolving Loan permitted to be outstanding.
Except as provided in the foregoing sentence, to the extent Borrowers have
received less than $750,000 in the applicable Fiscal Year, Borrowers may retain
such Net Proceeds. To the extent Borrower have received Net Proceeds in excess
of $750,000 during the applicable Fiscal Year, Borrowers or their Subsidiaries
may reinvest all remaining Net Proceeds of such Asset Disposition in productive
replacement fixed assets of a kind then used or usable in the business of
Borrowers; provided, Borrowers must have contracted to reinvest such funds
within ninety (90) days and must have reinvested such funds within one

                                      -16-

<PAGE>

hundred eighty (180) days. If Borrowers do not intend to so reinvest such Net
Proceeds or if a period set forth in the immediately preceding sentence expires
without Borrowers having contracted to reinvest or reinvested such Net Proceeds,
as applicable, Borrowers shall prepay the Term Loans in an amount equal to such
remaining Net Proceeds of such Asset Disposition. The payments shall be applied
in accordance with Section 1.5(e). A reserve shall be established against the
Borrowing Base in the amount of any such Net Proceeds that Borrowers intend to
reinvest until such Net Proceeds are reinvested or are applied to repay the Term
Loans.

                  (d)      Prepayments from Issuance of Securities. Immediately
upon the receipt by Holdings, any Borrower or any of their Subsidiaries of the
proceeds of the issuance of Stock (other than (1) proceeds of the issuance of
Stock by Holdings received on or before the Closing Date, (2) proceeds from the
issuance of Stock to employees or board members of Holdings or any Borrower not
in excess of $500,000 in any year, and (3) proceeds of the issuance of Stock to
any Borrower or any Subsidiary of any Borrower), all Borrowers (in the case of
an issuance by Holdings) or the issuing Borrower shall prepay the Loans in an
amount equal to such proceeds, net of underwriting discounts and commissions and
other reasonable costs associated therewith. The payments shall be applied in
accordance with Section 1.5(e).

                  (e)      Application of Proceeds. With respect to any
prepayments made by any Borrower pursuant to Sections 1.5(a), 1.5(b), 1.5(c)
(other than any amount applied to the Revolving Credit Advances as a result of
the reduction of the Borrowing Base as specified therein) and 1.5(d), such
prepayments shall be applied as follows: first, in payment of the Term Loans pro
rata against all remaining Scheduled Installments until the Term Loans shall
have been prepaid in full; second, to reduce the outstanding principal balance
of the Swing Line Loan until the same has been repaid in full; third, to the
Revolving Credit Advances until the same have been repaid in full and as a
permanent reduction of the Revolving Loan Commitment. Notwithstanding the
foregoing, at any time that Term Loan A remains outstanding any Lender holding
any portion of Term Loan B may elect, by notice to Agent and Borrower
Representative at least one Business Day prior to any prepayment of Term Loans
required or permitted to be made by Borrowers for the account of such Lender
pursuant to this Section 1.5(e), to cause all or a portion of such prepayment to
be applied instead to prepay Term Loan A, in which case such prepayment shall be
applied in payment of Scheduled Installments of Term Loan A pro rata against all
remaining Scheduled Installments until Term Loan A shall have repaid in full
pursuant to the terms of this Section 1.5(e). Borrowers will give Lenders at
least two Business Days prior written notice of any proposed prepayment of Term
Loan B. Considering each type of Loan being prepaid separately, any such
prepayment shall be applied first to Index Rate Loans of the type required to be
prepaid before application to LIBOR Loans of the type required to be prepaid, in
each case in a manner which minimizes any resulting LIBOR Breakage Fee.

                  (f)      Letter of Credit Obligations. In the event any
Letters of Credit are outstanding at the time that the Revolving Loan Commitment
is terminated, Borrowers shall (1) deposit with Agent for the benefit of all
Revolving Lenders cash in an amount equal to one hundred five percent (105%) of
the aggregate outstanding Letter of Credit Obligations to

                                      -17-

<PAGE>

be available to Agent to reimburse payments of drafts drawn under such Letters
of Credit and pay any reasonable Fees and expenses related thereto and (2)
prepay the fee payable under Section 1.3(c) with respect to such Letters of
Credit for the full remaining terms of such Letters of Credit. Upon termination
of any such Letter of Credit if no Default or Event of Default exists, the
unearned portion of such prepaid fee attributable to such Letter of Credit shall
be refunded to Borrowers.

                  Section 1.6       Maturity.

                  All of the Obligations shall become due and payable as
otherwise set forth herein, but in any event all of the remaining Obligations
shall become due and payable upon termination of this Agreement. Until all
Obligations have been fully paid and satisfied (other than contingent
indemnification obligations to the extent no unsatisfied claim has been
asserted), the Revolving Loan Commitment has been terminated and all Letters of
Credit have been terminated or otherwise secured to the satisfaction of Agent,
Agent shall be entitled to retain the security interests in the Collateral
granted under the Collateral Documents and the ability to exercise all rights
and remedies available to them under the Loan Documents and applicable laws.
Notwithstanding anything contained in this Agreement to the contrary, upon any
termination of the Revolving Loan Commitment, all of the Obligations shall be
due and payable.

                  Section 1.7       Loan Accounts.

                  Agent shall maintain a loan account (the "Loan Account") on
its books to record: all Advances and the Term Loans, all payments made by
Borrowers, and all other debits and credits as provided in this Agreement with
respect to the Loans or any other Obligations. All entries in the Loan Account
shall be made in accordance with Agent's customary accounting practices as in
effect from time to time. The balance in the Loan Account, as recorded on
Agent's most recent printout or other written statement, shall, absent manifest
error, be presumptive evidence of the amounts due and owing to Agent and Lenders
by Borrowers; provided, that any failure to so record or any error in so
recording shall not limit or otherwise affect any Borrower's duty to pay the
Obligations. Agent shall render to Borrower Representative a monthly accounting
of transactions with respect to the Loans setting forth the balance of the Loan
Account as to each Borrower for the immediately preceding month. Unless Borrower
Representative notifies Agent in writing of any objection to any such accounting
(specifically describing the basis for such objection), within ninety (90) days
after the date thereof, each and every such accounting shall, absent manifest
error, be deemed final, binding and conclusive on Borrowers in all respects as
to all matters reflected therein. Only those items expressly objected to in such
notice shall be deemed to be disputed by Borrowers. Notwithstanding any
provision herein contained to the contrary, any Lender may elect (which election
may be revoked) to dispense with the issuance of Notes to that Lender and may
rely on the Loan Account as evidence of the amount of Obligations from time to
time owing to it.

                                      -18-

<PAGE>

                  Section 1.8       Yield Protection; Illegality.

                  (a)      Capital Adequacy and Other Adjustments. In the event
that any Lender shall have determined that the adoption after the date hereof of
any law, treaty, governmental (or quasi-governmental) rule, regulation,
guideline or order regarding capital adequacy, reserve requirements or similar
requirements or compliance by any Lender or any corporation controlling such
Lender with any request or directive regarding capital adequacy, reserve
requirements or similar requirements (whether or not having the force of law and
whether or not failure to comply therewith would be unlawful) from any central
bank or governmental agency or body having jurisdiction does or shall have the
effect of increasing the amount of capital, reserves or other funds required to
be maintained by such Lender or any corporation controlling such Lender and
thereby reducing the rate of return on such Lender's or such corporation's
capital as a consequence of its obligations hereunder, then Borrowers shall from
time to time within fifteen (15) days after notice and demand from such Lender
(together with the certificate referred to in the next sentence and with a copy
to Agent) pay to Agent, for the account of such Lender, additional amounts
sufficient to compensate such Lender for such reduction. A certificate as to the
amount of such cost and showing the basis of the computation of such cost
submitted by such Lender to Borrower Representative and Agent shall, absent
manifest error, be presumptively correct.

                  (b)      Increased LIBOR Funding Costs; Illegality.
Notwithstanding anything to the contrary contained herein, if the introduction
of or any change in any law, rule, regulation, treaty or directive (or any
change in the interpretation thereof) shall make it unlawful, or any central
bank or other Governmental Authority shall assert that it is unlawful, for any
Lender to agree to make or to make or to continue to fund or maintain any LIBOR
Loan, then, unless that Lender is able to make or to continue to fund or to
maintain such LIBOR Loan at another branch or office of that Lender without, in
that Lender's opinion, adversely affecting it or its Loans or the income
obtained therefrom, on notice thereof and demand therefor by such Lender to
Borrower Representative through Agent, (i) the obligation of such Lender to
agree to make or to make or to continue to fund or maintain LIBOR Loans shall
terminate and (ii) all LIBOR Loans shall be automatically converted into Index
Rate Loans. If, after the date hereof, the introduction of, change in or
interpretation of any law, rule, regulation, treaty or directive would impose or
increase reserve requirements (other than to the extent Lenders are compensated
for the same pursuant to the definition of LIBOR) or otherwise increase the cost
to any Lender of making or maintaining a LIBOR Loan, then Borrowers shall from
time to time within fifteen (15) days after notice and demand from Agent to
Borrower Representative (together with the certificate referred to in the next
sentence) pay to Agent, for the account of all such affected Lenders, additional
amounts sufficient to compensate such Lenders for such increased cost. A
certificate as to the amount of such cost and showing the basis of the
computation of such cost submitted by Agent on behalf of all such affected
Lenders to Borrower Representative shall, absent manifest error, be
presumptively correct.

                                      -19-

<PAGE>

                  Section 1.9       Taxes.

                  (a)      No Deductions. Any and all payments or reimbursements
made hereunder (including any payments made pursuant to Section 10) or under the
Notes shall be made free and clear of and without deduction for any and all
Charges, taxes, levies, imposts, deductions or withholdings, and all liabilities
with respect thereto of any nature whatsoever imposed by any taxing authority,
excluding such taxes to the extent imposed on Agent's or a Lender's net income
by the jurisdiction in which Agent or such Lender is organized. If any Borrower
shall be required by law to deduct any such amounts from or in respect of any
sum payable hereunder to any Lender or Agent, then the sum payable hereunder
shall be increased as may be necessary so that, after making all required
deductions, such Lender or Agent receives an amount equal to the sum it would
have received had no such deductions been made.

                  (b)      Changes in Tax Laws. In the event that, subsequent to
the Closing Date, (1) any changes in any existing law, regulation, treaty or
directive or in the interpretation or application thereof, (2) any new law,
regulation, treaty or directive enacted or any interpretation or application
thereof, or (3) compliance by Agent or any Lender with any request or directive
(whether or not having the force of law) from any Governmental Authority:

                           (i)      does or shall subject Agent or any Lender to
         any tax of any kind whatsoever with respect to this Agreement, the
         other Loan Documents or any Loans made or Letters of Credit issued
         hereunder, or change the basis of taxation of payments to Agent or such
         Lender of principal, fees, interest or any other amount payable
         hereunder (except for net income taxes, or franchise taxes imposed in
         lieu of net income taxes, imposed generally by federal, state or local
         taxing authorities with respect to interest or commitment Fees or other
         Fees payable hereunder or changes in the rate of tax on the overall net
         income of Agent or such Lender); or

                           (ii)     does or shall impose on Agent or any Lender
         any other condition or increased cost in connection with the
         transactions contemplated hereby or participations herein;

and the result of any of the foregoing is to increase the cost to Agent or any
such Lender of issuing any Letter of Credit or making or continuing any Loan
hereunder, as the case may be, or to reduce any amount receivable hereunder,
then, in any such case, Borrowers shall promptly pay to Agent or such Lender,
upon its demand, any additional amounts necessary to compensate Agent or such
Lender, on an after-tax basis, for such additional cost or reduced amount
receivable, as determined by Agent or such Lender with respect to this Agreement
or the other Loan Documents. If Agent or such Lender becomes entitled to claim
any additional amounts pursuant to this Section 1.9(b), it shall promptly notify
Borrower Representative of the event by reason of which Agent or such Lender has
become so entitled. A certificate as to any additional amounts payable pursuant
to the foregoing sentence submitted by Agent or

                                      -20-

<PAGE>

such Lender to Borrower Representative (with a copy to Agent) shall, absent
manifest error, be presumptively correct.

                  (c)      Foreign Lenders. Each Lender organized under the laws
of a jurisdiction outside the United States (a "Foreign Lender") shall provide
to Borrower Representative and Agent a properly completed and executed IRS Form
W-8BEN or Form W-8ECI or other applicable form, certificate or document
prescribed by the IRS of the United States certifying as to such Foreign
Lender's entitlement to such exemption with respect to payments to be made to
such Foreign Lender under this Agreement and under the Notes (a "Certificate of
Exemption"). Prior to becoming a Lender under this Agreement and within fifteen
(15) days after a reasonable written request of Borrower Representative or Agent
from time to time thereafter, each Foreign Lender that becomes a Lender under
this Agreement shall provide a Certificate of Exemption to Borrower
Representative and Agent. If a Foreign Lender is entitled to an exemption with
respect to payments to be made to such Foreign Lender under this Agreement and
does not provide a Certificate of Exemption to Borrower Representative and Agent
within the time periods set forth in the preceding sentence, Borrowers shall
withhold taxes from payments to such Foreign Lender at the applicable statutory
rates and Borrowers shall not be required to pay any additional amounts as a
result of such withholding, provided that all such withholding shall cease upon
delivery by such Foreign Lender of a Certificate of Exemption to Borrower
Representative and Agent.

                  Section 1.10      Borrower Representative.

                  Each Borrower hereby designates Atlantis Plastic Films as its
representative and agent on its behalf for the purposes of issuing Notice of
Revolving Credit Advances and Notice of Conversion/Continuation, giving
instructions with respect to the disbursement of the proceeds of the Loans,
selecting interest rate options, requesting Letters of Credit, giving and
receiving all other notices and consents hereunder or under any of the other
Loan Documents and taking all other actions (including in respect of compliance
with covenants) on behalf of any Borrower or Borrowers under the Loan Documents.
Borrower Representative hereby accepts such appointment. Agent and each Lender
may regard any notice or other communication pursuant to any Loan Document from
Borrower Representative as a notice or communication from all Borrowers. Each
warranty, covenant, agreement and undertaking made on its behalf by Borrower
Representative shall be deemed for all purposes to have been made by such
Borrower and shall be binding upon and enforceable against such Borrower to the
same extent as it if the same had been made directly by such Borrower.

                                   SECTION 2
                              AFFIRMATIVE COVENANTS

                  Each Credit Party executing this Agreement jointly and
severally agrees as to all Credit Parties that from and after the date hereof
and until the Termination Date:

                                      -21-

<PAGE>

                  Section  2.1      Compliance With Laws and Contractual
Obligations.

                  Each Credit Party will (a) comply with and shall cause each of
its Subsidiaries to comply with (i) the requirements of all applicable laws,
rules, regulations and orders of any Governmental Authority (including, without
limitation, laws, rules, regulations and orders relating to taxes, employer and
employee contributions, securities, employee retirement and welfare benefits,
environmental protection matters and employee health and safety) as now in
effect and which may be imposed in the future in all jurisdictions in which any
Credit Party or any of its Subsidiaries is now doing business or may hereafter
be doing business and (ii) the obligations, covenants and conditions contained
in all Contractual Obligations of such Credit Party or any of its Subsidiaries
other than those laws, rules, regulations, orders and provisions of such
Contractual Obligations the noncompliance with which could not be reasonably
expected to have, either individually or in the aggregate, a Material Adverse
Effect, and (b) maintain or obtain and shall cause each of its Subsidiaries to
maintain or obtain all licenses, qualifications and permits now held or
hereafter required to be held by such Credit Party or any of its Subsidiaries,
for which the loss, suspension, revocation or failure to obtain or renew, could
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect. This Section 2.1 shall not preclude any Credit Party or
its Subsidiaries from contesting any taxes or other payments, if they are being
diligently contested in good faith in a manner which stays enforcement thereof
and if appropriate expense provisions have been recorded in conformity with
GAAP, subject to Section 3.2. Each Credit Party represents and warrants that it
(i) is in compliance and each of its Subsidiaries is in compliance with the
requirements of all applicable laws, rules, regulations and orders of any
Governmental Authority and the obligations, covenants and conditions contained
in all Contractual Obligations other than those laws, rules, regulations, orders
and provisions of such Contractual Obligations the noncompliance with which
could not be reasonably expected to have, either individually or in the
aggregate, a Material Adverse Effect, and (ii) maintains and each of its
Subsidiaries maintains all licenses, qualifications and permits referred to
above, except where the failure to do so could not reasonably be expected to
have either individually or in the aggregate a Material Adverse Effect.

                  Section 2.2       Maintenance of Properties; Insurance.

                  Each Credit Party will maintain or cause to be maintained in
good repair, working order and condition all material properties used in the
business of such Credit Party and its Subsidiaries and will make or cause to be
made all appropriate repairs, renewals and replacements thereof. Each Credit
Party will maintain or cause to be maintained, with financially sound and
reputable insurers, public liability and property damage insurance with respect
to its business and properties and the business and properties of its
Subsidiaries against loss or damage of the kinds customarily carried or
maintained by corporations of established reputation engaged in similar
businesses and in amounts reasonably acceptable to Agent and will deliver
evidence thereof to Agent. Credit Parties will maintain business interruption
insurance providing coverage for a period of at least six (6) months and in an
amount not less than $15,000,000. Each Credit Party shall cause Agent, pursuant
to endorsements and/or assignments in form and substance reasonably satisfactory
to Agent, to

                                      -22-

<PAGE>

be named as lender's loss payee in the case of casualty insurance, additional
insured in the case of all liability insurance and assignee in the case of all
business interruption insurance, in each case for the benefit of Agent and
Lenders. Each Credit Party represents and warrants that it and each of its
Subsidiaries currently maintains all material properties as set forth above and
maintains all insurance described above. In the event any Credit Party fails to
provide Agent with evidence of the insurance coverage required by this
Agreement, Agent may, upon prior written notice to Borrowers, purchase insurance
at such Credit Party's expense to protect Agent's interests in the Collateral.
This insurance may, but need not, protect such Credit Party's interests. The
coverage purchased by Agent may not pay any claim made by such Credit Party or
any claim that is made against such Credit Party in connection with the
Collateral. Such Credit Party may later cancel any insurance purchased by Agent,
but only after providing Agent with evidence that such Credit Party has obtained
insurance as required by this Agreement. If Agent purchases insurance for the
Collateral, such Credit Party will be responsible for the costs of that
insurance, including reasonable interest and other reasonable Charges imposed by
Agent in connection with the placement of the insurance, until the effective
date of the cancellation or expiration of the insurance. The costs of the
insurance may be added to the Obligations. The costs of the insurance may be
more than the cost of insurance such Credit Party is able to obtain on its own.

                  Section 2.3       Inspection; Lender Meeting.

                  Each Credit Party shall permit any authorized representatives
of Agent to visit, audit and inspect any of the properties of such Credit Party
and its Subsidiaries, including its and their financial and accounting records,
and to make copies and take extracts therefrom, and to discuss its and their
affairs, finances and business with its and their officers and certified public
accountants, at such reasonable times during normal business hours and as often
as may be reasonably requested; provided, that so long as no Event of Default
has occurred and is continuing, Agent shall not conduct more than one collateral
audit per year. Representatives of each Lender will be permitted to accompany
representatives of Agent during each visit, inspection and discussion referred
to in the immediately preceding sentence. Without in any way limiting the
foregoing, each Credit Party will participate and will cause key management
personnel of the Credit Parties to participate in a meeting with Agent and
Lenders at least once during each year, which meeting shall be held at such time
and such place as may be reasonably requested by Agent and reasonably agreed to
by Credit Parties.

                  Section 2.4       Organizational Existence.

                  Except as otherwise permitted by Section 3.6, each Credit
Party will and will cause its Subsidiaries to at all times preserve and keep in
full force and effect its organizational existence and all rights and franchises
material to its business.

                  Section 2.5       Environmental Matters.

                  Each Credit Party shall and shall cause each Person within its
control to: (a) conduct its operations and keep and maintain its Real Estate in
compliance with all

                                      -23-

<PAGE>

Environmental Laws and Environmental Permits other than noncompliance that could
not reasonably be expected to have a Material Adverse Effect; (b) implement any
and all investigation, remediation, removal and response actions that are
appropriate or necessary to maintain the value and marketability of the Real
Estate or to otherwise comply with Environmental Laws and Environmental Permits
pertaining to the presence, generation, treatment, storage, use, disposal,
transportation or Release of any Hazardous Material on, at, in, under, above,
to, from or about any of its Real Estate; (c) notify Agent promptly after such
Credit Party or any of its Subsidiaries becomes aware of any violation of
Environmental Laws or Environmental Permits or any Release on, at, in, under,
above, to, from or about any Real Estate that is reasonably likely to result in
Environmental Liabilities to a Credit Party or its Subsidiaries in excess of
$100,000; and (d) promptly forward to Agent a copy of any order, notice, request
for information or any communication or report received by such Credit Party or
any of its Subsidiaries in connection with any such violation or Release or any
other matter relating to any Environmental Laws or Environmental Permits that
could reasonably be expected to result in Environmental Liabilities in excess of
$100,000, in each case whether or not the Environmental Protection Agency or any
Governmental Authority has taken or threatened any action in connection with any
such violation, Release or other matter. If Agent at any time has a reasonable
basis to believe that there may be a violation of any Environmental Laws or
Environmental Permits by any Credit Party or any Person under its control or any
Environmental Liability arising thereunder, or a Release of Hazardous Materials
on, at, in, under, above, to, from or about any of its Real Estate, that, in
each case, could reasonably be expected to have a Material Adverse Effect, then
each Credit Party and its Subsidiaries shall, upon Agent's written request (i)
cause the performance of such environmental audits including subsurface sampling
of soil and groundwater, and preparation of such environmental reports, at
Borrowers' expense, as Agent may from time to time reasonably request, which
shall be conducted by reputable environmental consulting firms reasonably
acceptable to Agent and shall be in form and substance reasonably acceptable to
Agent, and (ii) permit Agent or its representatives to have access to all Real
Estate for the purpose of conducting such environmental audits and testing as
Agent deems appropriate, including subsurface sampling of soil and groundwater.
Borrowers shall reimburse Agent for the reasonable costs of such audits and
tests and the same will constitute a part of the Obligations secured hereunder.

                  Section 2.6       Landlords' Agreements, Mortgagee Agreements,
Bailee Letters and Real Estate Purchases.

                  Each Credit Party shall use reasonable efforts to obtain a
landlord's agreement, mortgagee agreement or bailee letter, as applicable, from
the lessor of each leased property, mortgagee of owned property or bailee with
respect to any warehouse, processor or converter facility or other location
where Collateral is stored or located, which agreement or letter shall contain a
waiver or subordination of all Liens or claims that the landlord, mortgagee or
bailee may assert against the Collateral at that location, and shall otherwise
be reasonably satisfactory in form and substance to Agent. With respect to such
locations or warehouse space leased or owned as of the Closing Date and
thereafter, if Agent has not received a landlord or mortgagee agreement or
bailee letter as of the Closing Date (or, if later, as of the

                                      -24-

<PAGE>

date such location is acquired or leased), the Eligible Inventory at that
location shall, in Agent's discretion, be subject to such Reserves as may be
established by Agent in its reasonable credit judgment. After the Closing Date,
no real property or warehouse space shall be leased by any Credit Party or its
Subsidiary and no Inventory shall be shipped to a processor or converter under
arrangements established after the Closing Date without prior written notice to
Agent (who may, in its reasonable credit judgment, exclude from the Borrowing
Base Eligible Inventory at that location or establish Reserves with respect to
such location) or, unless and until a satisfactory landlord agreement or bailee
letter, as appropriate, shall first have been obtained with respect to such
location. Each Credit Party shall and shall cause its Subsidiaries to timely and
fully pay and perform in all material respects their obligations under all
leases and other agreements with respect to each leased location or public
warehouse where any Collateral is or may be located.

                  Section 2.7       Further Assurances.

                  (a)      Each Credit Party shall, from time to time, execute
such guaranties, financing statements, documents, security agreements and
reports as Agent or Requisite Lenders at any time may reasonably request to
evidence, perfect or otherwise implement the guaranties and security for
repayment of the Obligations contemplated by the Loan Documents.

                  (b)      In the event any Credit Party acquires an interest in
real property after the Closing Date, such Credit Party shall deliver to Agent a
fully executed mortgage or deed of trust over such real property in form and
substance reasonably satisfactory to Agent and similar in form to the mortgages
and deeds of trust delivered by Credit Parties to Agent prior to the Closing
Date, together with such title insurance policies, surveys, appraisals, evidence
of insurance, legal opinions, environmental assessments and other documents and
certificates as shall be reasonably required by Agent.

                  (c)      Each Credit Party shall (i) cause each Person, upon
its becoming a Subsidiary of such Credit Party (provided that this shall not be
construed to constitute consent by any of the Lenders to any transaction not
expressly permitted by the terms of this Agreement), promptly to guaranty the
Obligations and to grant to Agent, for the benefit of Agent and Lenders, a
security interest in the real, personal and mixed property of such Person to
secure the Obligations and (ii) pledge, or cause to be pledged, to Agent, for
the benefit of Agent and Lenders, all of the Stock of such Subsidiary to secure
the Obligations. The documentation for such guaranty, security and pledge shall
be substantially similar to the Loan Documents executed concurrently herewith
with such modifications as are reasonably requested by Agent.

                  Section 2.8       Arkansas IRB.

                  Borrowers shall use their commercially reasonable best efforts
to cause the trustee with respect to the Arkansas IRB to consent to Borrowers
prepayment on or before June 30, 2003 of all obligations under and in connection
with the Arkansas IRB and, if Borrowers obtain such consent, Borrowers shall
prepay in full all obligations under and in

                                      -25-

<PAGE>

connection with the Arkansas IRB on or before June 30, 2003. If Borrowers do not
obtain such consent by March 31, 2003, Borrowers shall use their commercially
reasonable best efforts to cause such trustee to enter into an intercreditor
agreement with Agent on terms and conditions reasonably satisfactory to Agent.

                                   SECTION 3
                               NEGATIVE COVENANTS

                  Each Credit Party executing this Agreement jointly and
severally agrees as to all Credit Parties that from and after the date hereof
until the Termination Date:

                  Section 3.1       Indebtedness.

                  The Credit Parties shall not and shall not cause or permit
their Subsidiaries directly or indirectly to create, incur, assume, or otherwise
become or remain directly or indirectly liable with respect to any Indebtedness
(other than pursuant to a Contingent Obligation permitted under Section 3.4)
except:

                  (a)      the Obligations;

                  (b)      intercompany Indebtedness arising from loans made by
Borrowers (i) to each other or (ii) so long as no Event of Default exists, to
any other Credit Party other than Holdings to fund working capital requirements
of such Credit Parties in the ordinary course of business provided that the
aggregate amount of loans made to such other Credit Parties do not to exceed
$500,000 at any time outstanding reduced by the aggregate amount invested
pursuant to Section 3.3(d); provided, however, that such Indebtedness shall be
evidenced by promissory notes having terms reasonably satisfactory to Agent, the
sole originally executed counterparts of which shall be pledged and delivered to
Agent, for the benefit of Agent and Lenders, as security for the Obligations;

                  (c)      until required to be paid pursuant to Section 2.8,
Indebtedness with respect to the Arkansas IRB in a principal amount not to
exceed $624,000;

                  (d)      Indebtedness not to exceed $5,000,000 in the
aggregate at any time outstanding secured by purchase money Liens or incurred
with respect to Capital Leases; and

                  (e)      any other unsecured Indebtedness not to exceed
$500,000 in the aggregate at any time outstanding.

                  Section 3.2       Liens and Related Matters.

                  (a)      No Liens. The Credit Parties shall not and shall not
cause or permit their Subsidiaries to directly or indirectly create, incur,
assume or permit to exist any Lien on or with respect to any property or asset
of such Credit Party or any such Subsidiary, whether now owned or hereafter
acquired, or any income or profits therefrom, except Permitted Encumbrances
(including, without limitation, those Liens constituting Permitted

                                      -26-

<PAGE>

Encumbrances existing on the date hereof and renewals and extensions thereof, as
set forth on Schedule 3.2).

                  (b)      No Negative Pledges. The Credit Parties shall not and
shall not cause or permit their Subsidiaries to directly or indirectly enter
into or assume any agreement (other than the Loan Documents) prohibiting the
creation or assumption of any Lien upon its properties or assets, whether now
owned or hereafter acquired, other than (i) prohibitions of encumbrances on the
equipment acquired with the proceeds of the Arkansas IRB that are contained in
the documents relating to the Arkansas IRB and (ii) prohibitions of encumbrances
on equipment acquired with the Indebtedness permitted by Section 3.1(d)
contained on the documents relating to such Indebtedness.

                  (c)      No Restrictions on Subsidiary Distributions to
Borrowers. Except as provided herein, the Credit Parties shall not and shall not
cause or permit their Subsidiaries to directly or indirectly create or otherwise
cause or suffer to exist or become effective any consensual encumbrance or
restriction of any kind on the ability of any such Subsidiary to: (1) pay
dividends or make any other distribution on any of such Subsidiary's Stock owned
by any Borrower or any other Subsidiary; (2) pay any Indebtedness owed to any
Borrower or any other Subsidiary; (3) make loans or advances to any Borrower or
any other Subsidiary; or (4) transfer any of its property or assets to any
Borrower or any other Subsidiary.

                  Section 3.3       Investments.

                  The Credit Parties shall not and shall not cause or permit
their Subsidiaries to directly or indirectly make or own any Investment in any
Person except:

                  (a)      Borrowers and their Subsidiaries may make and own
Investments in Cash Equivalents subject to control agreements in favor of Agent;
provided, that such Cash Equivalents are not subject to setoff rights;

                  (b)      Borrowers may make intercompany loans to other Credit
Parties to the extent permitted under Section 3.1;

                  (c)      Borrowers and their Subsidiaries may make loans and
advances to employees for moving, entertainment, travel and other similar
expenses in the ordinary course of business not to exceed $500,000 in the
aggregate at any time outstanding;

                  (d)      Borrowers and their Subsidiaries may make capital
contributions to (i) their wholly-owned domestic Subsidiaries that are Borrowers
and (ii) so long as no Event of Default exists, other Subsidiaries provided the
amount contributed to such other Subsidiaries does not exceed $500,000 in the
aggregate reduced by the amount of Investments made pursuant to Section
3.1(b)(ii); and

                  (e)      notes received in accordance with Section 3.7(b)(ii).

                                      -27-

<PAGE>

                  Section 3.4       Contingent Obligations.

                  The Credit Parties shall not and shall not cause or permit
their Subsidiaries to directly or indirectly create or become or be liable with
respect to any Contingent Obligation except:

                  (a)      Letter of Credit Obligations;

                  (b)      those resulting from endorsement of negotiable
instruments for collection in the ordinary course of business;

                  (c)      those existing on the Closing Date and described in
Schedule 3.4;

                  (d)      those arising under indemnity agreements to title
insurers to cause such title insurers to issue to Agent mortgagee title
insurance policies;

                  (e)      those arising with respect to customary
indemnification obligations incurred in connection with Asset Dispositions
permitted hereunder;

                  (f)      those incurred in the ordinary course of business
with respect to surety and appeal bonds, performance and return-of-money bonds
and other similar obligations not exceeding at any time outstanding $500,000 in
aggregate liability;

                  (g)      those incurred with respect to Indebtedness permitted
by Section 3.1 provided that any such Contingent Obligation is subordinated to
the Obligations to the same extent as the Indebtedness to which it relates is
subordinated to the Obligations;

                  (h)      any other Contingent Obligation not expressly
permitted by clauses (a) through (g) above, so long as any such other Contingent
Obligations, in the aggregate at any time outstanding, do not exceed $500,000.

                  Section 3.5       Restricted Payments.

                  The Credit Parties shall not and shall not cause or permit
their Subsidiaries to directly or indirectly declare, order, pay, make or set
apart any sum for any Restricted Payment, except that:

                  (a)      Any Borrower may make payments and distributions to
Holdings that are used by Holdings to pay federal and state income taxes then
due and owing, franchise taxes and other similar licensing expenses incurred in
the ordinary course of business; provided, that such Borrower's aggregate
contribution to taxes as a result of the filing of a consolidated or combined
return by Holdings shall not be greater, nor the aggregate receipt of tax
benefits less, than they would have been had such Borrower not filed a
consolidated or combined return with Holdings;

                  (b)      Wholly-owned Subsidiaries of a Borrower may make
Restricted Payments to such Borrower;

                                      -28-

<PAGE>

                  (c)      Borrowers may pay the base management fee under
Section 6.1 of the Management Agreement, the incentive compensation under
Section 6.3 of the Management Agreement and reasonable out-of-pocket expenses
pursuant to the Management Agreement; provided, the Borrowers may amend, restate
or replace the Management Agreement; provided, further, that the amounts
permitted to be paid pursuant to the Management Agreement shall not be increased
or accelerated as a result of any such amendment, restatement or replacement;
and

                  (d)      Borrowers may make dividends to Holdings that are
promptly used by Holdings to purchase up to $500,000 of its Stock each year so
long as (i) both before and after giving effect to each such purchase, no
Default or Event of Default exists and (ii) as of the Fiscal Quarter then most
recently ended, Borrowers are in compliance with Section 4.4 on a pro forma
basis calculated as if such purchase was made during such Fiscal Quarter.

                  Section 3.6       Restriction on Fundamental Changes.

                  The Credit Parties shall not and shall not cause or permit
their Subsidiaries to directly or indirectly: (a) amend, modify or waive any
material term or provision of its organizational documents, including its
articles of incorporation, certificates of designations pertaining to preferred
stock, by-laws, partnership agreement or operating agreement unless required by
law; (b) enter into any transaction of merger or consolidation except, upon not
less than five (5) Business Days prior written notice to Agent, any wholly-owned
Subsidiary of a Borrower may be merged with or into such Borrower (provided that
such Borrower is the surviving entity) or any other wholly-owned Subsidiary of
such Borrower; (c) liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution); or (d) acquire by purchase or otherwise all or any
substantial part of the business or assets of any other Person.

                  Section 3.7       Disposal of Assets or Subsidiary Stock.

                  The Credit Parties shall not and shall not cause or permit
their Subsidiaries to directly or indirectly convey, sell, lease, sublease,
transfer or otherwise dispose of, or grant any Person an option to acquire, in
one transaction or a series of related transactions, any of its property,
business or assets, whether now owned or hereafter acquired, except for (a)
sales of inventory in good faith to customers for fair value in the ordinary
course of business and dispositions of obsolete equipment not used or useful in
the business and (b) Asset Dispositions by Borrowers and their Subsidiaries
(excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all
of the following conditions are met: (i) the market value of assets sold or
otherwise disposed of in any single transaction or series of related
transactions does not exceed $500,000 and the aggregate market value of assets
sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000;
(ii) the consideration received is at least equal to the fair market value of
such assets; (iii) the sole consideration received is cash other than notes
received from the buyer of any such assets not exceeding $500,000 outstanding at
any time (such amount being determined without giving effect to any write-offs
or write-downs of such notes); (iv) the Net Proceeds of such Asset Disposition
are applied as required by Section 1.5(c); (v) after giving effect to the Asset
Disposition and the repayment of Indebtedness with the proceeds thereof,
Borrowers are in compliance on a

                                      -29-

<PAGE>

pro forma basis with the covenants set forth in Section 4 recomputed for the
most recently ended quarter for which information is available and is in
compliance with all other terms and conditions of this Agreement; and (vi) no
Default or Event of Default then exists or would result from such Asset
Disposition.

                  Section 3.8       Transactions with Affiliates.

                  The Credit Parties shall not and shall not cause or permit
their Subsidiaries to directly or indirectly enter into or permit to exist any
transaction (including the purchase, sale, lease or exchange of any property or
the rendering of any management, consulting, investment banking, advisory or
other similar services) with any Affiliate or with any director, officer or
employee of any Credit Party, except (a) as set forth on Schedule 3.8, (b)
transactions in the ordinary course of and pursuant to the reasonable
requirements of the business of any such Credit Party or any of its Subsidiaries
and upon fair and reasonable terms which are fully disclosed to Agent and are no
less favorable to any such Credit Party or any of its Subsidiaries than would be
obtained in a comparable arm's length transaction with a Person that is not an
Affiliate, and (c) payment of reasonable compensation to officers, directors and
employees for services actually rendered to any such Credit Party or any of its
Subsidiaries.

                  Section 3.9       Conduct of Business.

                  The Credit Parties shall not and shall not cause or permit
their Subsidiaries to directly or indirectly engage in any business other than
businesses of the type described on Schedule 3.9.

                  Section 3.10      Fiscal Year.

                  No Credit Party shall change its Fiscal Year or permit any of
its Subsidiaries to change their respective fiscal years without the consent of
Agent.

                  Section 3.11      Press Release; Public Offering Materials.

                  Each Credit Party executing this Agreement agrees that neither
it nor its Affiliates will in the future issue any press releases or other
public disclosure, including any prospectus, proxy statement or other materials
filed with any Governmental Authority relating to a public offering of the Stock
of any Credit Party, using the name of Agent, any Co-Lead Arranger, Syndication
Agent, any Documentation Agent, or any Lender or any of their respective
affiliates or referring to this Agreement, the other Loan Documents or the
Related Transactions Documents without at least two (2) Business Days' prior
notice to each such named Person and without the prior written consent of each
such named Person unless (and only to the extent that) such Credit Party or
Affiliate is required to do so under law and then, in any event, such Credit
Party or Affiliate will consult with each such named Person before issuing such
press release or other public disclosure. Each Credit Party consents to the
publication by Agent or any Lender of a tombstone or similar advertising
material relating to the financing transactions contemplated by this Agreement.
Agent or such Lender

                                      -30-

<PAGE>

shall provide a draft of any such tombstone or similar advertising material to
each Credit Party for review and comment prior to the publication thereof. Agent
reserves the right to provide to industry trade organizations information
necessary and customary for inclusion in league table measurements.

                  Section 3.12      Subsidiaries.

                  The Credit Parties shall not and shall not cause or permit
their Subsidiaries to directly or indirectly establish, create or acquire any
new Subsidiary.

                  Section 3.13      Bank Accounts.

                  The Credit Parties shall not and shall not cause or permit
their Subsidiaries to establish any new bank accounts without prior written
notice to Agent and unless Agent and the bank at which the account is to be
opened enter into a tri-party agreement regarding such bank account pursuant to
which such bank acknowledges the security interest of Agent in such bank
account, agrees to comply with instructions originated by Agent directing
disposition of the funds in the bank account without further consent from such
Credit Party or Subsidiary, and agrees to subordinate and limit any security
interest the bank may have in the bank account on terms satisfactory to Agent.

                  Section 3.14      Hazardous Materials.

                  The Credit Parties shall not and shall not cause or permit
their Subsidiaries to cause or permit a Release of any Hazardous Material on,
at, in, under, above, to, from or about any of the Real Estate where such
Release would (a) violate in any respect, or form the basis for any
Environmental Liabilities by the Credit Parties or any of their Subsidiaries
under, any Environmental Laws or Environmental Permits or (b) otherwise
adversely impact the value or marketability of any of the Real Estate or any of
the Collateral, other than such violations or Environmental Liabilities that
could not reasonably be expected to have a Material Adverse Effect.

                  Section 3.15      ERISA.

                  The Credit Parties shall not and shall not cause or permit any
ERISA Affiliate to, cause or permit to occur an ERISA Event to the extent such
ERISA Event could reasonably be expected to have a Material Adverse Effect.

                  Section 3.16      Sale-Leasebacks.

                  The Credit Parties shall not and shall not cause or permit any
of their Subsidiaries to engage in any sale-leaseback, synthetic lease or
similar transaction involving any of its assets if the fair market value of the
assets subject to such transactions in effect at any time exceeds $500,000 in
the aggregate.

                                      -31-

<PAGE>

                  Section 3.17      Changes to Material Contracts.

                  The Credit Parties shall not and shall not cause or permit any
of their Subsidiaries to change or amend the terms of any of the following
material contracts in any material respect: (a) Strategic Alliance Agreement
between Maytag Corporation and Injection Molding dated June 1, 2001, (b) Supply
Agreement dated July 19, 2002 between Whirlpool Corporation and Holdings, and
(c) any Resin Contract. The Credit Parties shall give Agent prior written notice
of any change or amendment to such contracts.

                  Section 3.18      Prepayments of Other Indebtedness.

                  The Credit Parties shall not, directly or indirectly,
voluntarily purchase, redeem, defease or prepay any principal of, premium, if
any, interest or other amount payable in respect of any Indebtedness, other than
(i) the Obligations; (ii) Indebtedness secured by a Permitted Encumbrance if the
asset securing such Indebtedness has been sold or otherwise disposed of in
accordance with Section 3.7(b), (iii) intercompany Indebtedness reflecting
amounts owing to Borrowers, and (iv) the Arkansas IRB.

                                   SECTION 4
                          FINANCIAL COVENANTS/REPORTING

                  Borrowers covenant and agree that from and after the date
hereof until the Termination Date, Borrowers shall perform and comply with, and
shall cause each of the other Credit Parties to perform and comply with, all
covenants in this Section 4 applicable to such Person.

                  Section 4.1       Capital Expenditure Limits.

                  Borrowers and their Subsidiaries on a consolidated basis shall
not make Capital Expenditures in excess of $13,000,000 during any Fiscal Year
(the "Capex Limit"); provided, however, that commencing with the Fiscal Year
ending December 31, 2004 the Capex Limit referenced above will be increased in
any period by the positive amount equal to the lesser of (i) twenty-five percent
(25%) of the Capex Limit for the immediately prior period, and (ii) the amount
(if any), equal to fifty percent (50%) of the difference obtained by taking the
Capex Limit minus the actual amount of any Capital Expenditures expended during
such prior period (the "Carry Over Amount"), and for purposes of measuring
compliance herewith, the Carry Over Amount shall be deemed to be the first
amount spent on Capital Expenditures in that succeeding period (and in the event
there are Carry Over Amounts with respect to two (2) prior Fiscal Years, the
Carry Over Amount for the Fiscal Year that was earlier in time shall be deemed
to be the first amount spent) and the Carry Over Amount shall be disregarded for
purposes of determining if there is a Carry Over Amount for any period beyond
the Fiscal Year that is two (2) years after the Fiscal Year that gave rise to
such Carry Over Amount.

                                      -32-

<PAGE>

                  Section 4.2       Lease Limits.

                  Borrowers will not and will not permit any of their
Subsidiaries directly or indirectly to become or remain liable in any way,
whether directly or by assignment or as a guarantor or other surety, for the
obligations of the lessee under any operating lease, synthetic lease or similar
off-balance sheet financing, if the aggregate amount of all rents (or
substantially equivalent payments) paid by Borrowers and their Subsidiaries
under all such leases would exceed $5,000,000 in any Fiscal Year of Borrowers.

                  Section 4.3       Minimum EBITDA.

                  Holdings, Borrowers and their Subsidiaries on a consolidated
basis shall have, at the end of each Fiscal Quarter set forth below, EBITDA for
the 12-month period then ended of not less than the following:

<TABLE>
<CAPTION>
            Fiscal Quarter                                     EBITDA
            --------------                                     ------
<S>                                                         <C>
March 31, 2003                                              $27,500,000
June 30, 2003                                               $28,000,000
September 30, 2003                                          $28,500,000
December 31, 2003                                           $29,000,000
March 31, 2004                                              $30,000,000
June 30, 2004                                               $30,000,000
September 30, 2004                                          $30,000,000
December 31, 2004                                           $30,000,000
March 31, 2005                                              $32,500,000
June 30, 2005                                               $32,500,000
September 30, 2005                                          $32,500,000
December 31, 2005                                           $32,500,000
March 31, 2006                                              $35,000,000
June 30, 2006                                               $35,000,000
September 30, 2006                                          $35,000,000
December 31, 2006                                           $35,000,000
March 31, 2007                                              $37,500,000
June 30, 2007                                               $37,500,000
September 30, 2007                                          $37,500,000
December 31, 2007                                           $37,500,000
March 31, 2008 and each Fiscal Quarter                      $40,000,000
ending thereafter
</TABLE>

                  Section 4.4       Minimum Fixed Charge Coverage Ratio.

                  Holdings, Borrowers and their Subsidiaries shall have on a
consolidated basis at the end of each Fiscal Quarter, commencing with the Fiscal
Quarter ending March 31, 2003, a Fixed Charge Coverage Ratio for the 12-month
period then ended of not less than (a)

                                      -33-

<PAGE>

1.15 to 1.0 for each Fiscal Quarter through the Fiscal Quarter ending December
31, 2003, and (b) 1.20 to 1.0 for each subsequent Fiscal Quarter.

                  Section 4.5       Minimum Interest Coverage Ratio.

                  Holdings, Borrowers and their Subsidiaries on a consolidated
basis shall have at the end of each Fiscal Quarter set forth below, an Interest
Coverage Ratio for the 12-month period then ended of not less than the
following:

<TABLE>
<CAPTION>
            Fiscal Quarter                        Minimum Interest Coverage Ratio
            --------------                        -------------------------------
<S>                                               <C>
March 31, 2003                                              4.0 to 1.0
June 30, 2003                                               4.0 to 1.0
September 30, 2003                                          4.0 to 1.0
December 31, 2003                                           4.0 to 1.0
March 31, 2004                                              4.0 to 1.0
June 30, 2004                                               4.0 to 1.0
September 30, 2004                                          4.0 to 1.0
December 31, 2004                                           4.0 to 1.0
March 31, 2005                                              5.0 to 1.0
June 30, 2005                                               5.0 to 1.0
September 30, 2005                                          5.0 to 1.0
December 31, 2005                                           5.0 to 1.0
March 31, 2006                                              5.0 to 1.0
June 30, 2006                                               5.0 to 1.0
September 30, 2006                                          5.0 to 1.0
December 31, 2006                                           5.0 to 1.0
March 31, 2007                                              5.0 to 1.0
June 30, 2007                                               5.0 to 1.0
September 30, 2007                                          5.0 to 1.0
December 31, 2007                                           5.0 to 1.0
March 31, 2008 and each Fiscal Quarter                      5.0 to 1.0
ending thereafter
</TABLE>

                  Section 4.6       Maximum Leverage Ratio.

                  Holdings, Borrowers and their Subsidiaries on a consolidated
basis shall have, at the end of each Fiscal Quarter set forth below, a Leverage
Ratio as of the last day of such Fiscal Quarter and for the 12-month period then
ended of not more than the following:

<TABLE>
<CAPTION>
  Fiscal Quarter                                      Maximum Leverage Ratio
  --------------                                      ----------------------
<S>                                                   <C>
March 31, 2003                                              3.40 to 1.0
June 30, 2003                                               3.30 to 1.0
September 30, 2003                                          3.25 to 1.0
December 31, 2003                                            3.0 to 1.0
</TABLE>

                                      -34-

<PAGE>

<TABLE>
<CAPTION>
  Fiscal Quarter                                      Maximum Leverage Ratio
  --------------                                      ----------------------
<S>                                                   <C>
March 31, 2004                                               2.5 to 1.0
June 30, 2004                                                2.5 to 1.0
September 30, 2004                                           2.5 to 1.0
December 31, 2004                                            2.5 to 1.0
March 31, 2005                                               2.0 to 1.0
June 30, 2005                                                2.0 to 1.0
September 30, 2005                                           2.0 to 1.0
December 31, 2005                                            2.0 to 1.0
March 31, 2006                                               1.5 to 1.0
June 30, 2006                                                1.5 to 1.0
September 30, 2006                                           1.5 to 1.0
December 31, 2006                                            1.5 to 1.0
March 31, 2007                                               1.5 to 1.0
June 30, 2007                                                1.5 to 1.0
September 30, 2007                                           1.5 to 1.0
December 31, 2007                                            1.5 to 1.0
March 31, 2008 and each Fiscal                               1.5 to 1.0
Quarter ending thereafter
</TABLE>

                  Section 4.7       Minimum Net Worth.

                  Borrower shall not permit Net Worth as of the last day of any
given Fiscal Quarter in any given Fiscal Year to be less than the sum of (i)
eighty five percent (85%) of Net Worth as of the last day of the first Fiscal
Quarter ending after the Closing Date, plus (ii) seventy-five percent (75%) of
Consolidated Net Income (but excluding net losses) for each Fiscal Quarter
following the first Fiscal Quarter ending after the Closing Date, plus (iii) an
amount equal to one hundred percent (100%) of the net cash proceeds from any
sales and issuances of Borrower's equity securities after the Closing Date.

                  Section 4.8       Financial Statements and Other Reports.

                  Holdings and Borrowers will maintain, and cause each of their
Subsidiaries to maintain, a system of accounting established and administered in
accordance with sound business practices to permit preparation of Financial
Statements in conformity with GAAP (it being understood that monthly Financial
Statements are not required to have footnote disclosures). Borrower
Representative will deliver each of the Financial Statements and other reports
described below to Agent (and each Lender in the case of the Financial
Statements and other reports described in Sections 4.8(a), (b), (d), (e), (f),
(g), (h), (i), (j), (k), (l), (n) and (o)).

                  (a)      Monthly Financials. As soon as available and in any
event within thirty (30) days after the end of each month (including the last
month of Borrowers' Fiscal Year), Borrower Representative will deliver (1) the
consolidated balance sheets of Holdings

                                      -35-

<PAGE>

and its Subsidiaries, as of the end of such month, and the related consolidated
statements of income and cash flow for such month and for the period from the
beginning of the then current Fiscal Year of Holdings to the end of such month
(together with division by division information as is currently provided under
the Heller Credit Agreement), (2) a report setting forth in comparative form the
corresponding figures for the corresponding periods of the previous Fiscal Year
and the corresponding figures from the most recent Projections for the current
Fiscal Year delivered pursuant to Section 4.8(h) and (3) a schedule of the
outstanding Indebtedness for borrowed money of Holdings and its Subsidiaries
describing in reasonable detail each such debt issue or loan outstanding and the
principal amount and amount of accrued and unpaid interest with respect to each
such debt issue or loan.

                  (b)      Year-End Financials. As soon as available and in any
event within ninety (90) days after the end of each Fiscal Year of Borrowers,
Borrower Representative will deliver (1) the consolidated balance sheet of
Holdings and its Subsidiaries, as at the end of such year, and the related
consolidated statements of income, stockholders' equity and cash flow for such
Fiscal Year, (2) a schedule of the outstanding Indebtedness for borrowed money
of Holdings and its Subsidiaries describing in reasonable detail each such debt
issue or loan outstanding and the principal amount and amount of accrued and
unpaid interest with respect to each such debt issue or loan and (3) a report
with respect to the consolidated Financial Statements from a firm of Certified
Public Accountants selected by Borrowers and reasonably acceptable to Agent,
which report shall be prepared in accordance with Statement of Auditing
Standards No. 58 (the "Statement") "Reports on Audited Financial Statements" and
such report shall be "Unqualified" (as such term is defined in such Statement).

                  (c)      Accountants' Reports. Promptly upon receipt thereof,
Borrower Representative will deliver copies of all significant reports submitted
by Borrowers' firm of certified public accountants in connection with each
annual, interim or special audit or review of any type of the Financial
Statements or related internal control systems of Holdings or its Subsidiaries
made by such accountants, including any comment letter submitted by such
accountants to management in connection with their services.

                  (d)      Borrowing Base Certificate. As soon as available and
in any event within fifteen (15) Business Days after the end of each month, and
from time to time upon the request of Agent, Borrower Representative will
deliver a Borrowing Base Certificate (in substantially the same form as Exhibit
4.8(d), the "Borrowing Base Certificate") as at the last day of such period.

                  (e)      Management Report. Together with each delivery of
Financial Statements of Borrowers pursuant to Sections 4.8(a) and (b), Borrower
Representative will deliver a management report in the form currently provided
under the Heller Credit Agreement (1) describing the operations and financial
condition of Holdings and its Subsidiaries for the month then ended and the
portion of the current Fiscal Year then elapsed (or for the Fiscal Year then
ended in the case of year-end financials) and (2) discussing the reasons for any
significant variations.

                                      -36-

<PAGE>

                  (f)      Collateral Value Report. Upon the election of Agent,
which may be made not more than once each year prior to an Event of Default and
at any time while and so long as an Event of Default shall be continuing, Agent
may obtain, at Borrowers' reasonable expense, a report of a collateral auditor
satisfactory to Agent (which may be, or be affiliated with, a Lender) with
respect to the Eligible Accounts and Eligible Inventory components included in
the Borrowing Base, which report shall indicate whether or not the information
set forth in the Borrowing Base Certificate most recently delivered is accurate
and complete in all material respects based upon a review by such auditor of the
Eligible Accounts (including verification with respect to the amount, aging,
identity and credit of the respective account debtors and the billing practices
of Borrowers) and Eligible Inventory (including verification as to the value,
location and respective types). The current charge for Agent's internal
collateral auditors is $750 per auditor per day plus out of pocket costs and
expenses.

                  (g)      Appraisals. From time to time, if Agent or any Lender
determines that obtaining appraisals is necessary in order for Agent or such
Lender to comply with applicable laws or regulations, Agent will, at Borrowers'
reasonable expense, obtain appraisal reports in form and substance and from
appraisers reasonably satisfactory to Agent stating the then current fair market
values of all or any portion of the Real Estate owned by Credit Parties. In
addition to the foregoing, at Borrowers' reasonable expense, at any time while
and so long as an Event of Default shall have occurred and be continuing, and in
the absence of a Default or Event of Default not more than once during each
calendar year, Agent may obtain appraisal reports in form and substance and from
appraisers reasonably satisfactory to Agent stating the then current market
values of all or any portion of the Real Estate and personal property owned by
any of the Credit Parties.

                  (h)      Projections. As soon as available and in any event no
later than the last day of each of Borrowers' Fiscal Years, Borrower
Representative will deliver Projections of Holdings and its Subsidiaries for the
forthcoming fiscal year, month by month.

                  (i)      SEC Filings and Press Releases. Promptly upon their
becoming available, Borrower Representative will deliver copies of (1) all
Financial Statements, reports, notices and proxy statements sent or made
available by Holdings, Borrowers or any of their Subsidiaries to their
Stockholders, (2) all regular and periodic reports and all registration
statements and prospectuses, if any, filed by Holdings, Borrowers or any of
their Subsidiaries with any securities exchange or with the Securities and
Exchange Commission, any Governmental Authority or any private regulatory
authority, and (3) all press releases and other statements made available by
Holdings, Borrowers or any of their respective Subsidiaries to the public
concerning developments in the business of any such Person.

                  (j)      Events of Default, Etc. Promptly upon any officer of
any Credit Party obtaining knowledge of any of the following events or
conditions, Borrower Representative shall deliver copies of all notices given or
received by such Borrower or Holdings or any of their Subsidiaries with respect
to any such event or condition and a certificate of Borrower Representative's
chief executive officer or chief financial officer specifying the nature and
period of existence of such event or condition and what action Holdings,
Borrowers or any of their Subsidiaries has taken, is taking and proposes to take
with respect thereto: (1) any

                                      -37-

<PAGE>

condition or event that constitutes, or which could reasonably be expected to
result in the occurrence of, an Event of Default or Default; (2) any notice that
any Person has given to any Borrower or any of their Subsidiaries or any other
action taken with respect to a claimed default or event or condition of the type
referred to in Section 6.1(b); (3) any event or condition that could reasonably
be expected to result in any Material Adverse Effect; or (4) any material
default or event of default with respect to any Indebtedness or Contingent
Obligation of any Borrower or any of its Subsidiaries.

                  (k)      Litigation. Promptly upon any officer of any Credit
Party obtaining knowledge of (1) the institution of any action, charge, claim,
demand, suit, proceeding, petition, governmental investigation, tax audit or
arbitration now pending or, to the best knowledge of such Credit Party,
threatened against or affecting any Credit Party or any of its Subsidiaries or
any property of any Credit Party or any of its Subsidiaries ("Litigation") not
previously disclosed by Borrower Representative to Agent or (2) any material
development in any action, suit, proceeding, governmental investigation or
arbitration at any time pending against or affecting any Credit Party or any
property of any Credit Party which, in each case, could reasonably be expected
to have a Material Adverse Effect, Borrower Representative will promptly give
notice thereof to Agent and provide such other information as may be reasonably
available to them to enable Agent and its counsel to evaluate such matter.

                  (l)      Notice of Corporate and other Changes. Borrower
Representative shall provide prompt written notice of (1) all jurisdictions in
which a Credit Party becomes qualified after the Closing Date to transact
business, (2) any change after the Closing Date in the authorized and issued
Stock of any Credit Party or any Subsidiary of any Credit Party or any amendment
to their articles or certificate of incorporation, by-laws, partnership
agreement or other organizational documents, (3) any Subsidiary created or
acquired by any Credit Party or any of its Subsidiaries after the Closing Date,
such notice, in each case, to identify the applicable jurisdictions, capital
structures or Subsidiaries, as applicable, and (4) any other event that occurs
after the Closing Date which would cause any of the representations and
warranties in Section 5 of this Agreement or in any other Loan Document to be
untrue or misleading in any material respect. The foregoing notice requirement
shall not be construed to constitute consent by any of the Lenders to any
transaction referred to above which is not expressly permitted by the terms of
this Agreement.

                  (m)      Customer Concentration. Borrower Representative shall
provide prompt written notice if the Accounts of any customer exceed in the
aggregate an amount equal to twenty (20%) percent of the aggregate of all
Accounts of Borrowers at any time.

                  (n)      Other Information. With reasonable promptness,
Borrower Representative will deliver such other information and data with
respect to any Credit Party or any Subsidiary of any Credit Party as from time
to time may be reasonably requested by Agent or any Lender.

                  (o)      Compliance, Pricing and Excess Cash Flow Certificate.
Together with each delivery of Financial Statements of Holdings and its
Subsidiaries pursuant to

                                      -38-

<PAGE>

Sections 4.8(a) and (b), Borrower Representative will deliver a fully and
properly completed Compliance, Pricing and Excess Cash Flow Certificate (in
substantially the same form as Exhibit 4.8(o) (the "Compliance, Pricing and
Excess Cash Flow Certificate") signed by Borrower Representative's chief
executive officer or chief financial officer or another officer designated by
the chief executive officer or chief financial officer.

                  (p)      Taxes. Borrower Representative shall provide prompt
written notice of (i) the execution or filing with the IRS or any other
Governmental Authority of any agreement or other document extending, or having
the effect of extending, the period for assessment or collection of any Charges
by any Credit Party or any of its Subsidiaries and (ii) any agreement by any
Credit Party or any of its Subsidiaries or request directed to any Credit Party
or any of its Subsidiaries to make any adjustment under IRC Section 481(a), by
reason of a change in accounting method or otherwise, which could reasonably be
expected to have a Material Adverse Effect.

                  Section 4.9       Accounting Terms; Utilization of GAAP for
Purposes of Calculations Under Agreement.

                  For purposes of this Agreement, all accounting terms not
otherwise defined herein shall have the meanings assigned to such terms in
conformity with GAAP. Financial statements and other information furnished to
Agent pursuant to Section 4.8 or any other Section (unless specifically
indicated otherwise) shall be prepared in accordance with GAAP as in effect at
the time of such preparation; provided, that no Accounting Change shall affect
financial covenants, standards or terms in this Agreement; provided, further,
that Borrowers shall prepare footnotes to the Financial Statements required to
be delivered hereunder that show the differences between the Financial
Statements delivered (which reflect such Accounting Changes) and the basis for
calculating financial covenant compliance (without reflecting such Accounting
Changes). All such adjustments described in clause (c) of the definition of the
term Accounting Changes resulting from expenditures made subsequent to the
Closing Date (including capitalization of costs and expenses or payment of
pre-Closing Date liabilities) shall be treated as expenses in the period the
expenditures are made.

                                   SECTION 5
                         REPRESENTATIONS AND WARRANTIES

                  To induce Agent and Lenders to enter into the Loan Documents,
to make Loans and to issue or cause to be issued Letters of Credit, Borrowers
and the other Credit Parties executing this Agreement, jointly and severally,
represent, warrant and covenant to Agent and each Lender that the following
statements are and, after giving effect to the Related Transactions, will remain
true, correct and complete until the Termination Date with respect to all Credit
Parties:

                  Section 5.1       Disclosure.

                  No representation or warranty of any Credit Party contained in
this Agreement, the Financial Statements referred to in Section 5.5, the other
Related

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<PAGE>

Transactions Documents or any other document, certificate or written statement
furnished to Agent or any Lender by or on behalf of any Credit Party for use in
connection with the Loan Documents or the Related Transactions Documents
contains any untrue statement of a material fact or omitted, omits or will omit
to state a material fact necessary in order to make the statements contained
herein or therein not misleading in light of the circumstances in which the same
were made.

                  Section 5.2       No Material Adverse Effect.

                  Since December 31, 2001 there have been no events or changes
in facts or circumstances affecting any Credit Party or any of its Subsidiaries
which individually or in the aggregate have had or could reasonably be expected
to have a Material Adverse Effect and that have not been disclosed herein or in
the attached Disclosure Schedules.

                  Section 5.3       No Conflict.

                  The consummation of the Related Transactions does not and will
not violate or conflict with any laws, rules, regulations or orders of any
Governmental Authority or violate, conflict with, result in a breach of, or
constitute a default (with due notice or lapse of time or both) under any
Contractual Obligation or organizational documents of any Credit Party or any of
its Subsidiaries except if such violations, conflicts, breaches or defaults
could not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

                  Section 5.4       Organization, Powers, Capitalization and
Good Standing.

                  (a)      Organization and Powers. Each of the Credit Parties
and each of their Subsidiaries is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization and qualified to do
business in all states where such qualification is required except where failure
to be so qualified could not reasonably be expected to have a Material Adverse
Effect. The jurisdiction of organization and all jurisdictions in which each
Credit Party is qualified to do business are set forth on Schedule 5.4(a). Each
of the Credit Parties and each of their Subsidiaries has (i) all requisite
organizational power and authority to own and operate its properties, to carry
on its business as now conducted and proposed to be conducted, to enter into
each Related Transactions Document to which it is a party and to incur the
Obligations, grant liens and security interests in the Collateral and carry out
the Related Transactions and (ii) authorized by all necessary action the entry
into each Related Transactions Document to which it is a party, the incurrence
of the Obligations, the granting of the liens and security interests in the
Collateral and the performance of the Related Transactions.

                  (b)      Capitalization. As of the Closing Date: (i) the
authorized Stock of each of the Credit Parties and each of their Subsidiaries is
as set forth on Schedule 5.4(b); (ii) all issued and outstanding Stock of each
of the Credit Parties and each of their Subsidiaries is duly authorized and
validly issued, fully paid, nonassessable, free and clear of all Liens other
than those in favor of Agent for the benefit of Agent and Lenders, and such

                                      -40-

<PAGE>

Stock was issued in compliance with all applicable state, federal and foreign
laws concerning the issuance of securities; (iii) the identity of the holders of
the Stock of each of the Credit Parties and the percentage of their
fully-diluted ownership of the Stock of each of the Credit Parties is set forth
on Schedule 5.4(b) (provided, for Holdings, only holders of more than five
percent (5%) of any class of Stock are listed); and (iv) no Stock of any Credit
Party or any of their Subsidiaries, other than those described above, are issued
and outstanding. Except as provided in Schedule 5.4(b), as of the Closing Date,
there are no preemptive or other outstanding rights, options, warrants,
conversion rights or similar agreements or understandings for the purchase or
acquisition from any Credit Party or any of their Subsidiaries of any Stock of
any such entity.

                  (c)      Binding Obligation. This Agreement is, and the other
Related Transactions Documents when executed and delivered will be, the legally
valid and binding obligations of the applicable parties thereto, each
enforceable against each of such parties, as applicable, in accordance with
their respective terms, except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent conveyance and other laws affecting
creditors' rights, and by general limitations in the availability of equitable
remedies.

                  Section 5.5       Financial Statements and Projections.

                  All Financial Statements concerning Holdings, Borrowers and
their Subsidiaries which have been or will hereafter be furnished to Agent
pursuant to this Agreement, including those listed below, have been or will be
prepared in accordance with GAAP consistently applied (except as disclosed
therein) and do or will present fairly the financial condition of the entities
covered thereby as at the dates thereof and the results of their operations for
the periods then ended, subject to, in the case of unaudited Financial
Statements, the absence of footnotes and normal year-end adjustments.

                  (a)      The consolidated balance sheets at December 31, 2001
and the related statement of income of Holdings and its Subsidiaries, for the
Fiscal Year then ended, audited by Ernst & Young.

                  (b)      The consolidated balance sheet at November 30, 2002
and the related statements of income and cash flow of Holdings and its
Subsidiaries for the eleven (11) months then ended.

The Projections delivered on or prior to the Closing Date and the updated
Projections delivered pursuant to Section 4.8(h) represent and will represent as
of the date thereof the good faith estimate of Borrowers and their senior
management concerning the most probable course of their business.

                  Section 5.6       Intellectual Property.

                  Each of the Credit Parties and its Subsidiaries owns, is
licensed to use or otherwise has the right to use, all Intellectual Property
used in or necessary for the conduct of its business as currently conducted that
is material to the condition (financial or other),

                                      -41-

<PAGE>

business or operations of such Credit Party and its Subsidiaries and all such
Intellectual Property is identified on Schedule 5.6 and fully protected and/or
duly and properly registered, filed or issued in the appropriate office and
jurisdictions for such registrations, filings or issuances. Except as disclosed
in Schedule 5.6, the use of such Intellectual Property by the Credit Parties and
their Subsidiaries and the conduct of their businesses does not and has not been
alleged by any Person to infringe on the rights of any Person.

                  Section 5.7       Investigations, Audits, Etc.

                  As of the Closing Date, except as set forth on Schedule 5.7,
no Credit Party or any of their Subsidiaries to their knowledge is the subject
of any review or audit by the IRS or any governmental investigation concerning
the violation or possible violation of any law.

                  Section 5.8       Employee Matters.

                  Except as set forth on Schedule 5.8, (a) no Credit Party or
Subsidiary of a Credit Party nor any of their respective employees is subject to
any collective bargaining agreement, (b) no petition for certification or union
election is pending with respect to the employees of any Credit Party or any of
their Subsidiaries and no union or collective bargaining unit has sought such
certification or recognition with respect to the employees of any Credit Party
or any of their Subsidiaries, (c) there are no strikes, slowdowns, work
stoppages or controversies pending or, to the best knowledge of any Credit Party
after due inquiry, threatened between any Credit Party or any of their
Subsidiaries and its respective employees, other than employee grievances
arising in the ordinary course of business which could not reasonably be
expected to have, either individually or in the aggregate, a Material Adverse
Effect and (d) hours worked by and payment made to employees of each Credit
Party and each of their Subsidiaries comply with the Fair Labor Standards Act
and each other federal, state, local or foreign law applicable to such matters
except to the extent such non-compliance could not be reasonably expected to
have, either individually or in the aggregate, a Material Adverse Effect. Except
as set forth on Schedule 5.8, neither Borrower nor any of its Subsidiaries is
party to an employment contract.

                  Section 5.9       Solvency.

                  Each of the Credit Parties and its Subsidiaries is Solvent.

                  Section 5.10      Litigation; Adverse Facts.

                  Except as set forth on Schedule 5.10, there are no judgments
outstanding against any Credit Party or any of its Subsidiaries or affecting any
property of any Credit Party or any of its Subsidiaries, nor is there any
Litigation pending, or to the best knowledge of any Credit Party threatened,
against any Credit Party or any of its Subsidiaries which could reasonably be
expected to result in any Material Adverse Effect.

                                      -42-

<PAGE>

                  Section 5.11      Use of Proceeds; Margin Regulations.

                  (a)      No part of the proceeds of any Loan will be used for
"buying" or "carrying" "margin stock" within the respective meanings of such
terms under Regulation U of the Federal Reserve Board as now and from time to
time hereafter in effect or for any other purpose that violates the provisions
of the regulations of the Board of Governors of the Federal Reserve System. If
requested by Agent, each Credit Party will furnish to Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U-1, as applicable, referred to in Regulation U.

                  (b)      Borrowers shall utilize the proceeds of the Loans
solely for the Refinancing (and to pay any related transaction expenses), and
for the financing of Borrowers' ordinary working capital and general corporate
needs. Schedule 5.11 contains a description of Borrowers' sources and uses of
funds as of the Closing Date, including Loans and Letter of Credit Obligations
to be made or incurred on that date, and a funds flow memorandum detailing how
funds from each source are to be transferred for particular uses.

                  Section 5.12      Ownership of Property; Liens.

                  As of the Closing Date, the real estate ("Real Estate") listed
in Schedule 5.12 constitutes all of the real property owned, leased, subleased,
or used by any Credit Party or any of its Subsidiaries. Each of the Credit
Parties and each of its Subsidiaries owns good and marketable fee simple title
to all of its owned Real Estate, and valid and marketable leasehold interests in
all of its leased Real Estate, all as described on Schedule 5.12, and copies of
all such leases or a summary of terms thereof reasonably satisfactory to Agent
have been delivered to Agent. Schedule 5.12 further describes any Real Estate
with respect to which any Credit Party or any of its Subsidiaries is a lessor,
sublessor or assignor as of the Closing Date. Each of the Credit Parties and
each of its Subsidiaries also has good and marketable title to, or valid
leasehold interests in, all of its personal property and assets. As of the
Closing Date, none of the properties and assets of any Credit Party or any of
its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and
there are no facts, circumstances or conditions known to any Borrower that may
result in any Liens (including Liens arising under Environmental Laws) other
than Permitted Encumbrances against the properties or assets of any Credit Party
or any of its Subsidiaries. Each of the Credit Parties and each of its
Subsidiaries has received all deeds, assignments, waivers, consents,
nondisturbance and attornment or similar agreements, bills of sale and other
documents, and has duly effected all recordings, filings and other actions
necessary to establish, protect and perfect such Credit Party's or Subsidiary's
right, title and interest in and to all such Real Estate and other properties
and assets. Schedule 5.12 also describes any purchase options, rights of first
refusal or other similar contractual rights pertaining to any Real Estate. As of
the Closing Date, no portion of any Credit Party's or any of its Subsidiaries'
Real Estate has suffered any material damage by fire or other casualty loss that
has not heretofore been repaired and restored in all material respects to its
original condition or otherwise remedied. As of the Closing Date, all material
permits required to have been issued or appropriate to enable the Real Estate to
be lawfully occupied and used for all of the

                                      -43-

<PAGE>

purposes for which it is currently occupied and used have been lawfully issued
and are in full force and effect.

                  Section 5.13      Environmental Matters.

                  (a)      Except as set forth in Schedule 5.13, as of the
Closing Date: (i) the Real Estate is free of contamination from any Hazardous
Material except for such contamination that could not reasonably be expected to
adversely impact the value or marketability of such Real Estate and that could
not reasonably be expected to result in Environmental Liabilities of the Credit
Parties or their Subsidiaries in excess of $250,000 in the aggregate; (ii) no
Credit Party and no Subsidiary of a Credit Party has caused or suffered to occur
any Release of Hazardous Materials in violation of applicable law on, at, in,
under, above, to, from or about any of their Real Estate; (iii) the Credit
Parties and their Subsidiaries are and have been in compliance with all
Environmental Laws, except for such noncompliance that could not reasonably be
expected to result in Environmental Liabilities of the Credit Parties or their
Subsidiaries in excess of $250,000 in the aggregate; (iv) the Credit Parties and
their Subsidiaries have obtained, and are in compliance with, all Environmental
Permits required by Environmental Laws for the operations of their respective
businesses as presently conducted or as proposed to be conducted, except where
the failure to so obtain or comply with such Environmental Permits could not
reasonably be expected to result in Environmental Liabilities of the Credit
Parties or their Subsidiaries in excess of $250,000 in the aggregate, and all
such Environmental Permits are valid, uncontested and in good standing; (v) no
Credit Party and no Subsidiary of a Credit Party is involved in operations or
knows of any facts, circumstances or conditions, including any Releases of
Hazardous Materials, that are likely to result in any Environmental Liabilities
of such Credit Party or Subsidiary which could reasonably be expected to be in
excess of $250,000 in the aggregate, and no Credit Party or Subsidiary of a
Credit Party has permitted any current or former tenant or occupant of the Real
Estate to engage in any such operations; (vi) there is no Litigation arising
under or related to any Environmental Laws, Environmental Permits or Hazardous
Material that seeks damages, penalties, fines, costs or expenses in excess of
$100,000 in the aggregate or injunctive relief against, or that alleges criminal
misconduct by any Credit Party or any Subsidiary of a Credit Party; (vii) no
notice has been received by any Credit Party or any Subsidiary of a Credit Party
identifying any of them as a "potentially responsible party" or requesting
information under CERCLA or analogous state statutes, and to the knowledge of
the Credit Parties, there are no facts, circumstances or conditions that may
result in any of the Credit Parties or their Subsidiaries being identified as a
"potentially responsible party" under CERCLA or analogous state statutes; and
(viii) the Credit Parties have provided to Agent copies of all existing
environmental reports, reviews and audits and all written information pertaining
to actual or potential Environmental Liabilities, in each case relating to any
of the Credit Parties or their Subsidiaries.

                  (b)      Each Credit Party hereby acknowledges and agrees that
none of Agent, any Co-Arranger, Syndication Agent, any Documentation Agent nor
any Lender (i) is now, or has ever been, in control of any of the Real Estate or
affairs of such Credit Party or its Subsidiaries, or (ii) has the capacity
through the provisions of the Loan Documents or otherwise to influence any
Credit Party's or its Subsidiaries' conduct with respect to the

                                      -44-

<PAGE>

ownership, operation or management of any of their Real Estate or compliance
with Environmental Laws or Environmental Permits.

                  Section 5.14      ERISA.

                  (a)      Schedule 5.14 lists all Plans and separately
identifies all Pension Plans, including Title IV Plans, Multiemployer Plans,
ESOPs and Welfare Plans, including all Retiree Welfare Plans. Copies of all such
listed Plans, together with a copy of the latest form IRS/DOL 5500-series for
each such Plan have been delivered to Agent. Except with respect to
Multiemployer Plans, each Qualified Plan has been determined by the IRS to
qualify under Section 401 of the IRC, the trusts created thereunder have been
determined to be exempt from tax under the provisions of Section 501 of the IRC,
and nothing has occurred that would cause the loss of such qualification or
tax-exempt status. Each Plan is in compliance with the applicable provisions of
ERISA and the IRC, including the timely filing of all reports required under the
IRC or ERISA, including the statement required by 29 CFR Section 2520.104-23.
Neither any Credit Party nor ERISA Affiliate has failed to make any contribution
or pay any amount due as required by either Section 412 of the IRC or Section
302 of ERISA or the terms of any such Plan. Neither any Credit Party nor ERISA
Affiliate has engaged in a "prohibited transaction," as defined in Section 406
of ERISA and Section 4975 of the IRC, in connection with any Plan, that would
subject any Credit Party to a material tax on prohibited transactions imposed by
Section 502(i) of ERISA or Section 4975 of the IRC.

                  (b)      Except as set forth in Schedule 5.14: (i) no Title IV
Plan has any Unfunded Pension Liability; (ii) no ERISA Event or event described
in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is
reasonably expected to occur; (iii) there are no pending, or to the knowledge of
any Borrower, threatened claims (other than claims for benefits in the normal
course), sanctions, actions or lawsuits, asserted or instituted against any Plan
or any Person as fiduciary or sponsor of any Plan; (iv) no Credit Party or ERISA
Affiliate has incurred or reasonably expects to incur any liability as a result
of a complete or partial withdrawal from a Multiemployer Plan; (v) within the
last five years no Title IV Plan of any Credit Party or ERISA Affiliate has been
terminated, whether or not in a "standard termination" as that term is used in
Section 404(b)(1) of ERISA, nor has any Title IV Plan of any Credit Party or
ERISA Affiliate (determined at any time within the past five years) with
Unfunded Pension Liabilities been transferred outside of the "controlled group"
(within the meaning of Section 4001(a)(14) of ERISA) of any Credit Party or
ERISA Affiliate; (vi) except in the case of any ESOP, Stock of all Credit
Parties and their ERISA Affiliates makes up, in the aggregate, no more than ten
percent (10%) of fair market value of the assets of any Plan measured on the
basis of fair market value as of the latest valuation date of any Plan; and
(vii) no liability under any Title IV Plan has been satisfied with the purchase
of a contract from an insurance company that is not rated AAA by the S&P or an
equivalent rating by another nationally recognized rating agency.

                                      -45-

<PAGE>

                  Section 5.15      Brokers.

                  No broker or finder acting on behalf of any Credit Party or
Affiliate thereof brought about the obtaining, making or closing of the Loans or
the Related Transactions other than Trivest Partners, L.P., and no Credit Party
or Affiliate thereof has any obligation to any Person in respect of any finder's
or brokerage fees in connection therewith other than the $750,000 fee payable to
Trivest Partners, L.P.

                  Section 5.16      Deposit and Disbursement Accounts.

                  Schedule 5.16 lists all banks and other financial institutions
at which any Credit Party maintains deposit or other accounts as of the Closing
Date, including any Disbursement Accounts, and such Schedule correctly
identifies the name, address and telephone number of each depository, the name
in which the account is held, a description of the purpose of the account, and
the complete account number therefor.

                  Section 5.17      Agreements and Other Documents.

                  As of the Closing Date, each Credit Party has provided to
Agent or its counsel, on behalf of Lenders, accurate and complete copies (or
summaries) of all of the following agreements or documents to which it is
subject and each of which is listed in Schedule 5.17: supply agreements and
purchase agreements not terminable by such Credit Party within sixty (60) days
following written notice issued by such Credit Party and involving transactions
in excess of $1,000,000 per annum; leases of Equipment having a remaining term
of one year or longer and requiring aggregate rental and other payments in
excess of $500,000 per annum; licenses and permits held by the Credit Parties,
the absence of which could reasonably be expected to have a Material Adverse
Effect; instruments and documents evidencing any Indebtedness or Guaranteed
Indebtedness of such Credit Party and any Lien granted by such Credit Party with
respect thereto; and instruments and agreements evidencing the issuance of any
equity securities, warrants, rights or options to purchase equity securities of
such Credit Party.

                  Section 5.18      Insurance.

                  Schedule 5.18 lists all insurance policies of any nature
maintained, as of the Closing Date, for current occurrences by each Credit
Party, as well as a summary of the key business terms of each such policy such
as deductibles, coverage limits and term of policy.

                                   SECTION 6
                          DEFAULT, RIGHTS AND REMEDIES

                  Section 6.1       Event of Default.

                  "Event of Default" shall mean the occurrence or existence of
any one or more of the following:

                                      -46-

<PAGE>

                  (a)      Payment. (1) Failure to pay any installment or other
payment of principal of any Loan when due, or to repay Revolving Loans to reduce
their balance to the maximum amount of Revolving Loans then permitted to be
outstanding or to reimburse any L/C Issuer for any payment made by such L/C
Issuer under or in respect of any Letter of Credit when due or (2) failure to
pay, within three (3) Business Days after the due date, any interest on any Loan
or any other amount due under this Agreement or any of the other Loan Documents;
or

                  (b)      Default in Other Agreements. (1) Any Credit Party or
any of its Subsidiaries fails to pay when due or within any applicable grace
period any principal or interest on Indebtedness (other than the Loans) or any
Contingent Obligations or (2) breach or default of any Credit Party or any of
its Subsidiaries, or the occurrence of any condition or event, with respect to
any Indebtedness (other than the Loans) or any Contingent Obligations in an
individual principal amount in excess of $250,000 or an aggregate principal
amount in excess of $500,000, if such breach is the failure to pay such
Indebtedness and/or Contingent Obligation at its stated maturity or if the
effect of such breach, default or occurrence is to cause or to permit the holder
or holders then to cause, Indebtedness and/or Contingent Obligations to become
or be declared due prior to their stated maturity; or

                  (c)      Breach of Certain Provisions. Failure of any Credit
Party to perform or comply with any term or condition contained in that portion
of Section 2.2 relating to the Credit Parties' obligation to maintain insurance,
Section 2.3, Section 3 (other than (i) a failure to comply with Section 3.2 as a
result of a non-consensual Lien or (ii) a failure to give notice under Section
3.17) or Section 4 (other than Sections 4.8(a), (b), (d), (e), and (h)
violations of which shall constitute an Event of Default three (3) Business Days
after the occurrence of such violation unless cured within such period); or

                  (d)      Breach of Warranty. Any representation, warranty,
certification or other statement made by any Credit Party in any Loan Document
or in any statement or certificate at any time given by such Person in writing
pursuant or in connection with any Loan Document is false in any material
respect (without duplication of materiality qualifiers contained therein) on the
date made; or

                  (e)      Other Defaults Under Loan Documents. Any Credit Party
defaults in the performance of or compliance with any term contained in this
Agreement or the other Loan Documents (other than occurrences described in other
provisions of this Section 6.1 for which a different grace or cure period is
specified, or for which no cure period is specified and which constitute
immediate Events of Default) and such default is not remedied or waived within
thirty (30) days after the earlier of (1) receipt by Borrower Representative of
notice from Agent or Requisite Lenders of such default or (2) actual knowledge
by the chief executive officer, chief financial officer or other senior
management of any Borrower or any other Credit Party of such default; or

                  (f)      Involuntary Bankruptcy; Appointment of Receiver, Etc.
(1) A court enters a decree or order for relief with respect to any Credit Party
in an involuntary case under the Bankruptcy Code, which decree or order is not
stayed or other similar relief is not

                                      -47-

<PAGE>

granted under any applicable federal or state law; or (2) the continuance of any
of the following events for sixty (60) days unless dismissed, bonded or
discharged: (a) an involuntary case is commenced against any Credit Party, under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect; or (b) a decree or order of a court for the appointment of a receiver,
liquidator, sequestrator, trustee, custodian or other officer having similar
powers over any Credit Party, or over all or a substantial part of its property,
is entered; or (c) a receiver, trustee or other custodian is appointed without
the consent of a Credit Party, for all or a substantial part of the property of
the Credit Party; or

                  (g)      Voluntary Bankruptcy; Appointment of Receiver, Etc.
(1) any Credit Party commences a voluntary case under the Bankruptcy Code, or
consents to the entry of an order for relief in an involuntary case or to the
conversion of an involuntary case to a voluntary case under any such law or
consents to the appointment of or taking possession by a receiver, trustee or
other custodian for all or a substantial part of its property; or (2) any Credit
Party makes any assignment for the benefit of creditors; or (3) the Board of
Directors of any Credit Party adopts any resolution or otherwise authorizes
action to approve any of the actions referred to in this Section 6.1(g); or

                  (h)      Judgment and Attachments. Any money judgment, writ or
warrant of attachment, or similar process (other than those described elsewhere
in this Section 6.1) involving (1) an amount in any individual case in excess of
$500,000 or (2) an amount in the aggregate at any time in excess of $1,000,000
(in either case to the extent not adequately covered by insurance in Agent's
reasonable discretion as to which the insurance company has acknowledged
coverage) is entered or filed against one or more of the Credit Parties or any
of their respective assets and remains undischarged, unvacated, unbonded or
unstayed for a period of thirty (30) days or in any event later than five (5)
Business Days prior to the date of any proposed sale thereunder; or

                  (i)      Dissolution. Any order, judgment or decree is entered
against any Credit Party decreeing the dissolution or split up of such Credit
Party and such order remains undischarged or unstayed for a period in excess of
twenty (20) days; or

                  (j)      Solvency. Any Credit Party ceases to be Solvent,
fails to pay its debts as they become due or admits in writing its present or
prospective inability to pay its debts as they become due; or

                  (k)      Invalidity of Loan Documents. Any of the Loan
Documents for any reason, other than a partial or full release in accordance
with the terms thereof, ceases to be in full force and effect or is declared to
be null and void or any Lien intended to be created under any Loan Document
ceases to be, or is not, valid, perfected and prior to all other Liens (other
than (i) Permitted Encumbrances, (ii) as a result of the action of Agent, or
(iii) with respect to Collateral having a value in the aggregate of less than
$50,000), or any Credit Party denies that it has any further liability under any
Loan Documents to which it is party, or gives notice to such effect; or

                                      -48-

<PAGE>

                  (l)      Damage; Casualty. Any event occurs, whether or not
insured or insurable, as a result of which revenue-producing activities cease or
are substantially curtailed at any facility of any Credit Party generating more
than twenty percent (20%) of the consolidated revenues of Holdings and its
Subsidiaries for the Fiscal Year preceding such event and such cessation or
curtailment continues for more than thirty (30) days; or

                  (m)      Business Activities. Holdings engages in any type of
business activity other than the ownership of Stock of Borrowers and performance
of its obligations under the Loan Documents to which it is a party and
activities incidental thereto; or

                  (n)      Change of Control. A Change of Control occurs; or

                  (o)      Subordinated Indebtedness. The failure of any Credit
Party or any creditor of any Borrower or any of its Subsidiaries to comply with
the terms of any subordination or intercreditor agreement or any subordination
provisions of any note or other document running to the benefit of Agent or
Lenders, or if any such document becomes null and void or any party denies
further liability under any such document or provides notice to that effect (it
being acknowledged that there is no Subordinated Debt on the Closing Date).

                  Section 6.2       Suspension or Termination of Commitments.

                  Upon the occurrence of any Event of Default, Agent may, and at
the request of Requisite Revolving Lenders Agent shall, without notice or
demand, immediately suspend or terminate all or any portion of Lenders'
obligations to make additional Loans or issue or cause to be issued Letters of
Credit under the Revolving Loan Commitment; provided, that, in the case of a
Default, if the subject condition or event is waived by Requisite Revolving
Lenders or cured within any applicable grace or cure period, the Revolving Loan
Commitment shall be reinstated. In the event that following the suspension or
termination of the Commitments in the case of an Event of Default, all Events of
Default waived in accordance with this Agreement or cured, Lead Arrangers
together with Supermajority Revolving Lenders may reinstate the Revolving Loan
Commitment.

                  Section 6.3       Acceleration and other Remedies.

                  Upon the occurrence of any Event of Default described in
Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and
all of the Obligations, including the Revolving Loans, shall automatically
become immediately due and payable, without presentment, demand, protest, notice
of intent to accelerate, notice of acceleration or other requirements of any
kind, all of which are hereby expressly waived (including for purposes of
Section 10) by Borrowers, and the Commitments shall thereupon terminate. Upon
the occurrence and during the continuance of any other Event of Default, Agent
may, and at the request of the Requisite Lenders, Agent shall, by written notice
to Borrower Representative (a) reduce the aggregate amount of the Commitments
from time to time, (b) declare all or any portion of the Loans and all or any
portion of the other Obligations to be, and the same shall forthwith become,
immediately due and payable together with accrued interest thereon, (c)
terminate all or any portion of the obligations of Agent, L/C Issuers and

                                      -49-

<PAGE>

Lenders to make Revolving Credit Advances and issue Letters of Credit, (d)
demand that Borrowers immediately deliver cash to Agent for the benefit of L/C
Issuers (and Borrower shall then immediately so deliver) in an amount equal to
one hundred five percent (105%) of the aggregate outstanding Letter of Credit
Obligations and (e) exercise any other remedies which may be available under the
Loan Documents or applicable law. Borrowers hereby grant to Agent, for the
benefit of L/C Issuers and each Lender with a participation in any Letters of
Credit then outstanding, a security interest in such cash collateral to secure
all of the Letter of Credit Obligations. Any such cash collateral shall be made
available by Agent to L/C Issuers to reimburse L/C Issuers for payments of
drafts drawn under such Letters of Credit and any Fees, Charges and expenses of
L/C Issuers with respect to such Letters of Credit and the unused portion
thereof, after all such Letters of Credit shall have expired or been fully drawn
upon, shall be applied to repay any other Obligations. After all such Letters of
Credit shall have expired or been fully drawn upon and all Obligations shall
have been satisfied and paid in full, the balance, if any, of such cash
collateral shall be returned to Borrowers. Borrowers shall from time to time
execute and deliver to Agent such further documents and instruments as Agent may
request with respect to such cash collateral.

                  Section 6.4       Performance by Agent.

                  If any Credit Party shall fail to perform any covenant, duty
or agreement contained in any of the Loan Documents, Agent may perform or
attempt to perform such covenant, duty or agreement on behalf of such Credit
Party after the expiration of any cure or grace periods set forth herein. In
such event, such Credit Party shall, at the request of Agent, promptly pay any
amount reasonably expended by Agent in such performance or attempted performance
to Agent, together with interest thereon at the highest rate of interest in
effect upon the occurrence of an Event of Default as specified in Section 1.2(d)
from the date of such expenditure until paid. Notwithstanding the foregoing, it
is expressly agreed that Agent shall not have any liability or responsibility
for the performance of any obligation of any Credit Party under this Agreement
or any other Loan Document.

                  Section 6.5       Application of Proceeds.

                  Notwithstanding anything to the contrary contained in this
Agreement, upon the occurrence and during the continuance of an Event of
Default, (a) Borrowers irrevocably waive the right to direct the application of
any and all payments at any time or times thereafter received by Agent from or
on behalf of Borrowers, and Agent shall have the continuing and exclusive right
to apply and to reapply any and all payments received at any time or times after
the occurrence and during the continuance of an Event of Default against the
Obligations in such manner as Agent may deem advisable notwithstanding any
previous application by Agent and (b) in the absence of a specific determination
by Agent with respect thereto, the proceeds of any sale of, or other realization
upon, all or any part of the Collateral shall be applied: first, to all Fees,
costs and expenses incurred by or owing to Agent and any Lender with respect to
this Agreement, the other Loan Documents or the Collateral; second, to accrued
and unpaid interest on the Obligations (including any interest which but for the
provisions of the Bankruptcy Code, would have accrued on such amounts); third,
to the principal amount of the Obligations outstanding on a pro rata basis in
accordance with the

                                      -50-

<PAGE>

amounts thereof; and fourth to any other obligations of Borrowers owing to Agent
or any Lender under the Loan Documents. Any balance remaining shall be delivered
to Borrowers or to whomever may be lawfully entitled to receive such balance or
as a court of competent jurisdiction may direct.

                                   SECTION 7
                               CONDITIONS TO LOANS

                  The obligations of Lenders and L/C Issuers to make Loans and
to issue or cause to be issued Letters of Credit are subject to satisfaction of
all of the applicable conditions set forth below.

                  Section 7.1       Conditions to Initial Loans.

                  The obligations of Lenders and L/C Issuers to make the initial
Loans and to issue or cause to be issued Letters of Credit on the Closing Date
are, in addition to the conditions precedent specified in Section 7.2, subject
to (a) the delivery of all documents listed on, the taking of all actions set
forth on and the satisfaction of all other conditions precedent listed in the
Closing Checklist attached hereto as Annex C, all in form and substance, or in a
manner, satisfactory to Agent and Lenders and (b) the satisfaction of the
following conditions:

                           (i)      after giving effect to all payments to be
         made in connection with the Related Transactions, including the payment
         of all fees and expenses related thereto, Borrowing Availability shall
         not be less than $10,000,000; and

                           (ii)     after giving effect to all payments to be
         made in connection with the Related Transactions, including the payment
         of all fees and expenses related thereto, the Leverage Ratio shall be
         no greater than 3.1 to 1.0 (with the Leverage Ratio being calculated
         with $5,177,000 of add backs to EBITDA for this purpose only).

                  Section 7.2       Conditions to All Loans.

                  Except as otherwise expressly provided herein, no Lender or
L/C Issuer shall be obligated to fund any Advance or incur any Letter of Credit
Obligation, if, as of the date thereof (the "Funding Date"):

                  (a)      any representation or warranty by any Credit Party
contained herein or in any other Loan Document is untrue or incorrect in any
material respect (without duplication of any materiality qualifier contained
therein) as of such date, except to the extent that such representation or
warranty expressly relates to an earlier date, and Agent or Requisite Revolving
Lenders have determined not to make such Advance or incur such Letter of Credit
Obligation as a result of the fact that such warranty or representation is
untrue or incorrect;

                                      -51-

<PAGE>

                  (b)      any Default or Event of Default has occurred and is
continuing or would result after giving effect to any Advance (or the incurrence
of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders
shall have determined not to make any Advance or incur any Letter of Credit
Obligation as a result of that Default or Event of Default; or

                  (c)      after giving effect to any Advance (or the incurrence
of any Letter of Credit Obligations), the outstanding amount of the Revolving
Loan would exceed remaining Borrowing Availability (except as provided in
Section 1.1(b)(ii)).

The request and acceptance by any Borrower of the proceeds of any Advance, the
incurrence of any Letter of Credit Obligations or the conversion or continuation
of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the
date thereof, (i) a representation and warranty by Borrowers that the conditions
in this Section 7.2 have been satisfied and (ii) a reaffirmation by Borrowers of
the cross guaranty provisions set forth in Section 10 and of the granting and
continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the
Collateral Documents.

                                   SECTION 8
                          ASSIGNMENT AND PARTICIPATION

                  Section 8.1       Assignment and Participations.

                  (a)      Subject to the terms of this Section 8.1, any Lender
may make an assignment to a Qualified Assignee of, or sale of participations in,
at any time or times, the Loan Documents, Loans, Letter of Credit Obligations
and any Commitment or any portion thereof or interest therein, including any
Lender's rights, title, interests, remedies, powers or duties thereunder. Any
assignment by a Lender shall: (i) require the consent of Agent (which consent
shall not be unreasonably withheld or delayed) and the execution of an
assignment agreement (an "Assignment Agreement" substantially in the form
attached hereto as Exhibit 8.1 and otherwise in form and substance reasonably
satisfactory to, and acknowledged by, Agent); (ii) be conditioned on such
assignee Lender representing to the assigning Lender and Agent that it is
purchasing the applicable Loans to be assigned to it for its own account, for
investment purposes and not with a view to the distribution thereof; (iii)
except with respect to assignments to a fund managed by the same Person managing
the assigning Lender, after giving effect to any such partial assignment, the
assignee Lender shall have Commitments in an amount at least equal to $1,000,000
and the assigning Lender shall have retained Commitments in an amount at least
equal to $1,000,000; (iv) require a payment to Agent of an assignment fee of
$3,500; and (v) so long as no Event of Default has occurred and is continuing,
and except with respect to assignments by a Lender to an Affiliate of such
Lender or a fund managed by the same Person managing such Lender, require the
consent of Borrower Representative, which shall not be unreasonably withheld or
delayed and shall be deemed granted if not objected to within five (5) Business
Days following notice thereof to Borrower Representative. In the case of an
assignment by a Lender under this Section 8.1, the assignee shall have, to the
extent of such assignment, the same rights, benefits and obligations as all
other Lenders hereunder. The assigning Lender

                                      -52-

<PAGE>

shall be relieved of its obligations hereunder with respect to its Commitments
or assigned portion thereof from and after the date of such assignment.
Borrowers hereby acknowledge and agree that any assignment shall give rise to a
direct obligation of Borrowers to the assignee and that the assignee shall be
considered to be a "Lender." In all instances, each Lender's liability to make
Loans hereunder shall be several and not joint and shall be limited to such
Lender's Pro Rata Share of the applicable Commitment. In the event Agent or any
Lender assigns or otherwise transfers all or any part of the Obligations, Agent
or any such Lender shall so notify Borrowers and Borrowers shall, upon the
request of Agent or such Lender, execute new Notes in exchange for the Notes, if
any, being assigned. Notwithstanding the foregoing provisions of this Section
8.1(a), (a) any Lender may at any time without obtaining the consent of Agent or
any Borrower pledge the Obligations held by it and such Lender's rights under
this Agreement and the other Loan Documents, including to a Federal Reserve
Bank, provided, that no such pledge shall release a Lender from its obligations
hereunder, (b) any Lender that is an investment fund may assign the Obligations
held by it and such Lender's rights under this Agreement and the other Loan
Documents to another investment fund managed by the same investment advisor or
pledge such Obligations and rights to trustee for the benefit of its investors
and (c) any Lender may assign the Obligations to an Affiliate of such Lender or
to a Person that is a Lender prior to the date of such assignment.

                  (b)      Any participation by a Lender of all or any part of
its Commitments shall be made with the understanding that all amounts payable by
Borrowers hereunder shall be determined as if that Lender had not sold such
participation, and that the holder of any such participation shall not be
entitled to require such Lender to take or omit to take any action hereunder
except actions directly affecting (i) any reduction in the principal amount of,
or interest rate or Fees payable with respect to, any Loan in which such holder
participates, (ii) any extension of the scheduled amortization of the principal
amount of any Loan in which such holder participates or the final maturity date
thereof, and (iii) any release of all or substantially all of the Collateral
(other than in accordance with the terms of this Agreement, the Collateral
Documents or the other Loan Documents). Solely for purposes of Sections 1.8,
1.9, 8.3 and 9.1, Borrowers acknowledge and agree that a participation shall
give rise to a direct obligation of Borrowers to the participant and the
participant shall be considered to be a "Lender." Except as set forth in the
preceding sentence no Borrower or any other Credit Party shall have any
obligation or duty to any participant. Neither Agent nor any Lender (other than
the Lender selling a participation) shall have any duty to any participant and
may continue to deal solely with the Lender selling a participation as if no
such sale had occurred.

                  (c)      Except as expressly provided in this Section 8.1, no
Lender shall, as between Borrowers and that Lender, or Agent and that Lender, be
relieved of any of its obligations hereunder as a result of any sale,
assignment, transfer or negotiation of, or granting of participation in, all or
any part of the Loans, the Notes or other Obligations owed to such Lender.

                  (d)      Each Credit Party shall assist reasonably each Lender
permitted to sell assignments or participations under this Section 8.1 as
required to enable the assigning or

                                      -53-

<PAGE>

selling Lender to effect any such assignment or participation, including the
execution and delivery of any and all agreements, notes and other documents and
instruments as shall be requested and the prompt preparation of informational
materials for, and the participation of management in meetings with, potential
assignees or participants, all on a timetable established by Agent in its
reasonable discretion. Each Credit Party executing this Agreement shall certify
the correctness, completeness and accuracy of all descriptions of the Credit
Parties and their respective affairs contained in any selling materials provided
by it and all other information provided by it and included in such materials,
except that any Projections delivered by Borrowers shall only be certified by
Borrowers as having been prepared by Borrowers in compliance with the
representations contained in Section 5.5. Agent shall maintain, on behalf of
Borrowers, a "register" for recording the name, address, commitment and Loans
owing to each Lender. The entries in such register shall be presumptive evidence
of the amounts due and owing to each Lender in the absence of manifest error.
Borrowers, Agent and each Lender may treat each Person whose name is recorded in
such register pursuant to the terms hereof as a Lender for all purposes of this
Agreement. The register described herein shall be available for inspection by
Borrower, Syndication Agent and any Lender, at any reasonable time upon
reasonable prior notice.

                  (e)      A Lender may furnish any information concerning
Credit Parties in the possession of such Lender from time to time to assignees
and participants (including prospective assignees and participants); provided,
that such Lender shall obtain from assignees or participants confidentiality
covenants substantially equivalent to those contained in Section 9.13.

                  (f)      So long as no Event of Default has occurred and is
continuing, no Lender, without the prior written consent of Borrower
Representative and Agent, shall assign or sell participations in any portion of
its Loans or Commitments to a potential Lender or participant, if, as of the
date of the proposed assignment or sale, the assignee Lender or participant
would be subject to capital adequacy or similar requirements under Section
1.8(a), increased costs or an inability to fund LIBOR Loans under Section
1.8(b), or withholding taxes in accordance with Section 1.9.

                  Section 8.2       Agent.

                  (a)      Appointment. Each Lender hereby designates and
appoints GE Capital as its Agent under this Agreement and the other Loan
Documents, and each Lender hereby irrevocably authorizes Agent to execute and
deliver the Collateral Documents and to take such action or to refrain from
taking such action on its behalf under the provisions of this Agreement and the
other Loan Documents and to exercise such powers as are set forth herein or
therein, together with such other powers as are reasonably incidental thereto.
Agent is authorized and empowered to amend, modify, or waive any provisions of
this Agreement or the other Loan Documents on behalf of Lenders subject to the
requirement that certain of Lenders' consent be obtained in certain instances as
provided in this Section 8.2 and Section 9.2. The provisions of this Section 8.2
are solely for the benefit of Agent and Lenders and neither Borrowers nor any
other Credit Party shall have any rights as a third party beneficiary of any of
the provisions hereof. In performing its functions and duties

                                      -54-

<PAGE>

under this Agreement, Agent shall act solely as agent of Lenders and does not
assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for Borrowers or any other Credit Party.
Agent may perform any of its duties hereunder, or under the Loan Documents, by
or through its agents or employees.

                  (b)      Nature of Duties. The duties of Agent shall be
mechanical and administrative in nature. Agent shall not have by reason of this
Agreement a fiduciary relationship in respect of any Lender. Nothing in this
Agreement or any of the Loan Documents, express or implied, is intended to or
shall be construed to impose upon Agent any obligations in respect of this
Agreement or any of the Loan Documents except as expressly set forth herein or
therein. Each Lender shall make its own independent investigation of the
financial condition and affairs of each Credit Party in connection with the
extension of credit hereunder and shall make its own appraisal of the
creditworthiness of each Credit Party, and Agent shall have no duty or
responsibility, either initially or on a continuing basis, to provide any Lender
with any credit or other information with respect thereto (other than as
expressly required herein). If Agent seeks the consent or approval of any
Lenders to the taking or refraining from taking any action hereunder, then Agent
shall send notice thereof to each Lender. Agent shall promptly notify each
Lender any time that the Requisite Lenders, Requisite Revolving Lenders or
Supermajority Revolving Lenders have instructed Agent to act or refrain from
acting pursuant hereto.

                  (c)      Rights, Exculpation, Etc. Neither Agent nor any of
its officers, directors, employees or agents shall be liable to any Lender for
any action taken or omitted by them hereunder or under any of the Loan
Documents, or in connection herewith or therewith, except that Agent shall be
liable to the extent of its own gross negligence or willful misconduct as
determined by a final non-appealable order by a court of competent jurisdiction.
Agent shall not be liable for any apportionment or distribution of payments made
by it in good faith and if any such apportionment or distribution is
subsequently determined to have been made in error the sole recourse of any
Lender to whom payment was due but not made, shall be to recover from other
Lenders any payment in excess of the amount to which they are determined to be
entitled (and such other Lenders hereby agree to return to such Lender any such
erroneous payments received by them). In no event shall Agent be liable for
punitive, special, consequential, incidental, exemplary or other similar
damages. In performing its functions and duties hereunder, Agent shall exercise
the same care which it would in dealing with loans for its own account, but
neither Agent nor any of its agents or representatives shall be responsible to
any Lender for any recitals, statements, representations or warranties herein or
for the execution, effectiveness, genuineness, validity, enforceability,
collectibility, or sufficiency of this Agreement or any of the Loan Documents or
the transactions contemplated thereby, or for the financial condition of any
Credit Party. Agent shall not be required to make any inquiry concerning either
the performance or observance of any of the terms, provisions or conditions of
this Agreement or any of the Loan Documents or the financial condition of any
Credit Party, or the existence or possible existence of any Default or Event of
Default. Agent may at any time request instructions from Requisite Lenders,
Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected
Lenders with respect to any actions or approvals which by the terms of this

                                      -55-

<PAGE>

Agreement or of any of the Loan Documents Agent is permitted or required to take
or to grant. If such instructions are promptly requested, Agent shall be
absolutely entitled to refrain from taking any action or to withhold any
approval and shall not be under any liability whatsoever to any Person for
refraining from any action or withholding any approval under any of the Loan
Documents until it shall have received such instructions from the Requisite
Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or such
other portion of the Lenders as shall be prescribed by this Agreement. Without
limiting the foregoing, no Lender shall have any right of action whatsoever
against Agent as a result of Agent acting or refraining from acting under this
Agreement or any of the other Loan Documents in accordance with the instructions
of Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving
Lenders or all affected Lenders, as applicable; and, notwithstanding the
instructions of Requisite Lenders, Requisite Revolving Lenders, Supermajority
Revolving Lenders or all affected Lenders, as applicable, Agent shall have no
obligation to take any action if it believes, in good faith, that such action is
deemed to be illegal by Agent or exposes Agent to any liability for which it has
not received satisfactory indemnification in accordance with Section 8.2(e).

                  (d)      Reliance. Agent shall be entitled to rely, and shall
be fully protected in relying, upon any written or oral notices, statements,
certificates, orders or other documents or any telephone message or other
communication (including any writing, telex, fax or telegram) believed by it in
good faith to be genuine and correct and to have been signed, sent or made by
the proper Person, and with respect to all matters pertaining to this Agreement
or any of the Loan Documents and its duties hereunder or thereunder. Agent shall
be entitled to rely upon the advice of legal counsel, independent accountants,
and other experts selected by Agent in its sole discretion.

                  (e)      Indemnification. Lenders will reimburse and indemnify
Agent for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including, without
limitation, attorneys' fees and expenses), advances or disbursements of any kind
or nature whatsoever which may be imposed on, incurred by, or asserted against
Agent in any way relating to or arising out of this Agreement or any of the Loan
Documents or any action taken or omitted by Agent under this Agreement or any of
the Loan Documents, in proportion to each Lender's Pro Rata Share, but only to
the extent that any of the foregoing is not reimbursed by Borrowers; provided,
however, that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses, advances or disbursements to the extent resulting from Agent's gross
negligence or willful misconduct as determined by a final non-appealable order
by a court of competent jurisdiction. If any indemnity furnished to Agent for
any purpose shall, in the opinion of Agent, be insufficient or become impaired,
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against even if so directed by the Requisite Lenders, Requisite
Revolving Lenders, Supermajority Revolving Lenders or such other portion of the
Lenders as shall be prescribed by this Agreement until such additional indemnity
is furnished. The obligations of Lenders under this Section 8.2(e) shall survive
the payment in full of the Obligations and the termination of this Agreement.

                                      -56-

<PAGE>

                  (f)      GE Capital Individually. With respect to its
Commitments hereunder, GE Capital shall have and may exercise the same rights
and powers hereunder and is subject to the same obligations and liabilities as
and to the extent set forth herein for any other Lender. The terms "Lenders,"
"Requisite Lenders," "Requisite Revolving Lenders," "Supermajority Revolving
Lenders" or any similar terms shall, unless the context clearly otherwise
indicates, include GE Capital in its individual capacity as a Lender or one of
the Requisite Lenders, Requisite Revolving Lenders or Supermajority Revolving
Lenders. GE Capital, and each other Lender either directly or through strategic
affiliations, may lend money to, acquire equity or other ownership interests in,
provide advisory services to and generally engage in any kind of banking, trust
or other business with any Credit Party as if it were not acting as Agent or a
Lender pursuant hereto and without any duty to account therefor to any other
Lenders. GE Capital and each other Lender, either directly or through strategic
affiliations, may accept fees and other consideration from any Credit Party for
services in connection with this Agreement or otherwise without having to
account for the same to the other Lenders.

                  (g)      Successor Agent.

                           (i)      Resignation. Agent may resign from the
         performance of all its agency functions and duties hereunder at any
         time by giving at least thirty (30) Business Days' prior written notice
         to Borrower Representative and Lenders. Such resignation shall take
         effect upon the acceptance by a successor Agent of appointment pursuant
         to clause (ii) below or as otherwise provided in clause (ii) below.

                           (ii)     Appointment of Successor. Upon any such
         notice of resignation pursuant to clause (i) above, Requisite Lenders
         shall appoint a successor Agent which, unless an Event of Default has
         occurred and is continuing, shall be reasonably acceptable to
         Borrowers. If a successor Agent shall not have been so appointed within
         the thirty (30) Business Day period referred to in clause (i) above,
         the retiring Agent, upon notice to Borrower Representative, shall then
         appoint a successor Agent who shall serve as Agent until such time, if
         any, as Requisite Lenders appoint a successor Agent as provided above.

                           (iii)    Successor Agent. Upon the acceptance of any
         appointment as Agent under the Loan Documents by a successor Agent,
         such successor Agent shall thereupon succeed to and become vested with
         all the rights, powers, privileges and duties of the retiring Agent,
         and the retiring Agent shall be discharged from all prospective duties
         and obligations under the Loan Documents. After any retiring Agent's
         resignation as Agent, the provisions of this Section 8.2 shall continue
         to inure to its benefit as to any actions taken or omitted to be taken
         by it in its capacity as Agent.

                                      -57-

<PAGE>

                  (h)      Collateral Matters.

                           (i)      Release of Collateral. Lenders hereby
         irrevocably authorize Agent, at its option and in its discretion, to
         release any Lien granted to or held by Agent upon any Collateral (x)
         upon termination of the Commitments and payment and satisfaction of all
         Obligations (other than contingent indemnification obligations to the
         extent no claims giving rise thereto have been asserted) or (y)
         constituting property being sold or disposed of if Borrowers (or any of
         them) certify to Agent that the sale or disposition is made in
         compliance with the provisions of this Agreement (and Agent may rely in
         good faith conclusively on any such certificate, without further
         inquiry).

                           (ii)     Confirmation of Authority; Execution of
         Releases. Without in any manner limiting Agent's authority to act
         without any specific or further authorization or consent by Lenders (as
         set forth in Section 8.2(h)(i)), each Lender agrees to confirm in
         writing, upon request by Agent or Borrower Representative, the
         authority to release any Collateral conferred upon Agent under clauses
         (x) and (y) of Section 8.2(h)(i). Upon receipt by Agent of any required
         confirmation from the Requisite Lenders of its authority to release any
         particular item or types of Collateral, and upon at least ten (10)
         Business Days' prior written request by Borrower Representative, Agent
         shall (and is hereby irrevocably authorized by Lenders to) execute such
         documents as may be necessary to evidence the release of the Liens
         granted to Agent upon such Collateral; provided, however, that (x)
         Agent shall not be required to execute any such document on terms
         which, in Agent's opinion, would expose Agent to liability or create
         any obligation or entail any consequence other than the release of such
         Liens without recourse or warranty, and (y) such release shall not in
         any manner discharge, affect or impair the Obligations or any Liens
         upon (or obligations of any Credit Party, in respect of), all interests
         retained by any Credit Party, including the proceeds of any sale, all
         of which shall continue to constitute part of the Collateral.

                           (iii)    Absence of Duty. Agent shall have no
         obligation whatsoever to any Lender or any other Person to assure that
         the property covered by the Collateral Documents exists or is owned by
         Borrowers or any other Credit Party or is cared for, protected or
         insured or has been encumbered or that the Liens granted to Agent have
         been properly or sufficiently or lawfully created, perfected, protected
         or enforced or are entitled to any particular priority, or to exercise
         at all or in any particular manner or under any duty of care,
         disclosure or fidelity, or to continue exercising, any of the rights,
         authorities and powers granted or available to Agent in this Section
         8.2(h) or in any of the Loan Documents, it being understood and agreed
         that in respect of the property covered by the Collateral Documents or
         any act, omission or event related thereto, Agent may act in any manner
         it may deem appropriate, in its discretion, given Agent's own interest
         in property covered by the

                                      -58-

<PAGE>

         Collateral Documents as one of the Lenders and that Agent shall have no
         duty or liability whatsoever to any of the other Lenders, provided that
         Agent shall exercise the same care which it would in dealing with loans
         for its own account.

                  (i)      Agency for Perfection. Agent and each Lender hereby
appoint each other Lender as agent for the purpose of perfecting Agent's
security interest in assets which, in accordance with the Code in any applicable
jurisdiction, can be perfected by possession or control. Should any Lender
(other than Agent) obtain possession or control of any such assets, such Lender
shall notify Agent thereof, and, promptly upon Agent's request therefor, shall
deliver such assets to Agent or in accordance with Agent's instructions or
transfer control to Agent in accordance with Agent's instructions. Each Lender
agrees that it will not have any right individually to enforce or seek to
enforce any Collateral Document or to realize upon any collateral security for
the Loans unless instructed to do so by Agent in writing, it being understood
and agreed that such rights and remedies may be exercised only by Agent.

                  (j)      Notice of Default. Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default except
with respect to defaults in the payment of principal, interest and Fees required
to be paid to Agent for the account of Lenders, unless Agent shall have received
written notice from a Lender or Borrower Representative referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". Agent will use reasonable efforts to notify
each Lender of its receipt of any such notice, unless such notice is with
respect to defaults in the payment of principal, interest and fees, in which
case Agent will notify each Lender of its receipt of such notice. Agent shall
take such action with respect to such Default or Event of Default as may be
requested by Requisite Lenders in accordance with Section 6. Unless and until
Agent has received any such request, Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable or in the best interests
of Lenders.

                  (k)      Lender Actions Against Collateral. Each Lender agrees
that it will not take any action, nor institute any actions or proceedings, with
respect to the Loans, against any Borrower or any Credit Party hereunder or
under the other Loan Documents or against any of the Real Estate encumbered by
Mortgages without the consent of the Required Lenders. With respect to any
action by Agent to enforce the rights and remedies of Agent and the Lenders
under this Agreement and the other Loan Documents, each Lender hereby consents
to the jurisdiction of the court in which such action is maintained, and agrees
to deliver its Notes to Agent to the extent necessary to enforce the rights and
remedies of Agent for the benefit of the Lenders under the Mortgages in
accordance with the provisions hereof.

                  Section 8.3       Set Off and Sharing of Payments.

                  In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, during the
continuance of any Event of Default, each Lender is hereby authorized by
Borrowers at any time or from time to time, with reasonably

                                      -59-

<PAGE>

prompt subsequent notice to Borrower Representative (any prior or
contemporaneous notice being hereby expressly waived) to set off and to
appropriate and to apply any and all (A) balances held by such Lender at any of
its offices for the account of any Borrower or any of its Subsidiaries
(regardless of whether such balances are then due to any Borrower or its
Subsidiaries), and (B) other property at any time held or owing by such Lender
to or for the credit or for the account of any Borrower or any of its
Subsidiaries, against and on account of any of the Obligations; except that no
Lender shall exercise any such right without the prior written consent of Agent.
Any Lender exercising a right to set off shall purchase for cash (and the other
Lenders shall sell) interests in each of such other Lender's Pro Rata Share of
the Obligations as would be necessary to cause all Lenders to share the amount
so set off with each other Lender in accordance with their respective Pro Rata
Shares. Borrowers agree, to the fullest extent permitted by law, that during the
continuance of an Event of a Default any Lender may exercise its right to set
off with respect to amounts in excess of its Pro Rata Share of the Obligations
and upon doing so shall deliver such amount so set off to the Agent for the
benefit of all Lenders in accordance with their Pro Rata Shares.

                  Section 8.4       Disbursement of Funds.

                  Agent may, on behalf of Lenders, disburse funds to Borrowers
for Loans requested. Each Lender shall reimburse Agent on demand for all funds
disbursed on its behalf by Agent, or if Agent so requests, each Lender will
remit to Agent its Pro Rata Share of any Loan before Agent disburses same to
Borrowers. If Agent elects to require that each Lender make funds available to
Agent prior to a disbursement by Agent to Borrowers, Agent shall advise each
Lender by telephone or fax of the amount of such Lender's Pro Rata Share of the
Loan requested by Borrower Representative no later than noon (Chicago time) on
the Funding Date applicable thereto, and each such Lender shall pay Agent such
Lender's Pro Rata Share of such requested Loan, in same day funds, by wire
transfer to Agent's account on such Funding Date. If any Lender fails to pay the
amount of its Pro Rata Share within one (1) Business Day after Agent's demand,
Agent shall promptly notify Borrower Representative, and Borrowers shall
immediately repay such amount to Agent. Any repayment required pursuant to this
Section 8.4 shall be without premium or penalty. Nothing in this Section 8.4 or
elsewhere in this Agreement or the other Loan Documents, including the
provisions of Section 8.5, shall be deemed to require Agent to advance funds on
behalf of any Lender or to relieve any Lender from its obligation to fulfill its
commitments hereunder or to prejudice any rights that Agent or Borrowers may
have against any Lender as a result of any default by such Lender hereunder.

                  Section 8.5       Disbursements of Advances; Payment.

                  (a)      Advances; Payments.

                           (i)      Revolving Lenders shall refund or
         participate in the Swing Line Loan in accordance with clauses (iii) and
         (iv) of Section 1.1(c). If the Swing Line Lender declines to make a
         Swing Line Loan or if Swing Line Availability is zero, Agent shall
         notify Revolving Lenders, promptly after receipt of a Notice of
         Revolving Credit Advance and in any event prior to

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<PAGE>

         noon (Chicago time) on the date such Notice of a Revolving Credit
         Advance is received, by fax, telephone or other similar form of
         transmission. Each Revolving Lender shall make the amount of such
         Lender's Pro Rata Share of such Revolving Credit Advance available to
         Agent in same day funds by wire transfer to Agent's account as set
         forth in Section 1.1(e) not later than 2:00 p.m. (Chicago time) on the
         requested Funding Date in the case of an Index Rate Loans and not later
         than 10:00 a.m. (Chicago time) on the requested Funding Date in the
         case of a LIBOR Loan. After receipt of such wire transfers (or, in the
         Agent's sole discretion, before receipt of such wire transfers),
         subject to the terms hereof, Agent shall make the requested Revolving
         Credit Advance to Borrowers as designated by Borrower Representative in
         the Notice of Revolving Credit Advance. All payments by each Revolving
         Lender shall be made without setoff, counterclaim or deduction of any
         kind.

                           (ii)     At least once each calendar week or more
         frequently at Agent's election (each, a "Settlement Date"), Agent shall
         advise each Lender by telephone or fax of the amount of such Lender's
         Pro Rata Share of principal, interest and Fees paid for the benefit of
         Lenders with respect to each applicable Loan. Provided that each Lender
         has funded all payments and Advances required to be made by it and
         purchased all participations required to be purchased by it under this
         Agreement and the other Loan Documents as of such Settlement Date,
         Agent shall pay to each Lender such Lender's Pro Rata Share of
         principal, interest and Fees paid by Borrowers since the previous
         Settlement Date for the benefit of such Lender on the Loans held by it;
         provided, that Agent shall pay to each Lender such Lender's Pro Rata
         Share of principal payments with respect to the Term Loans within two
         (2) Business Days of Agent's receipt of such payments. Such payments
         shall be made by wire transfer to such Lender's account (as specified
         by such Lender in Annex E or the applicable Assignment Agreement) not
         later than 1:00 p.m. (Chicago time) on the next Business Day following
         each Settlement Date. To the extent that any Lender (a "Non-Funding
         Lender") has failed to fund all such payments and Advances or failed to
         fund the purchase of all such participations, Agent shall be entitled
         to set off the funding shortfall against that Non-Funding Lender's Pro
         Rata Share of all payments received from Borrowers.

                  (b)      Availability of Lender's Pro Rata Share. Agent may
assume that each Revolving Lender will make its Pro Rata Share of each Revolving
Credit Advance available to Agent on each Funding Date. If such Pro Rata Share
is not, in fact, paid to Agent by such Revolving Lender when due, Agent will be
entitled to recover such amount on demand from such Revolving Lender without
setoff, counterclaim or deduction of any kind. If any Revolving Lender fails to
pay the amount of its Pro Rata Share forthwith upon Agent's demand, Agent shall
promptly notify Borrower Representative and Borrowers shall immediately repay
such amount to Agent. Nothing in this Section 8.5(b) or elsewhere in this

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<PAGE>

Agreement or the other Loan Documents shall be deemed to require Agent to
advance funds on behalf of any Revolving Lender or to relieve any Revolving
Lender from its obligation to fulfill its Commitments hereunder or to prejudice
any rights that Borrowers may have against any Revolving Lender as a result of
any default by such Revolving Lender hereunder. To the extent that Agent
advances funds to Borrowers on behalf of any Revolving Lender and is not
reimbursed therefor on the same Business Day as such Advance is made, Agent
shall be entitled to retain for its account all interest accrued on such Advance
until reimbursed by the applicable Revolving Lender.

                  (c)      Return of Payments.

                           (i)      If Agent pays an amount to a Lender under
         this Agreement in the belief or expectation that a related payment has
         been or will be received by Agent from Borrowers and such related
         payment is not received by Agent, then Agent will be entitled to
         recover such amount from such Lender on demand without setoff,
         counterclaim or deduction of any kind.

                           (ii)     If Agent determines at any time that any
         amount received by Agent under this Agreement must be returned to any
         Borrower or paid to any other Person pursuant to any insolvency law or
         otherwise, then, notwithstanding any other term or condition of this
         Agreement or any other Loan Document, Agent will not be required to
         distribute any portion thereof to any Lender. In addition, each Lender
         will repay to Agent on demand any portion of such amount that Agent has
         distributed to such Lender, together with interest at such rate, if
         any, as Agent is required to pay to any Borrower or such other Person,
         without setoff, counterclaim or deduction of any kind.

                  (d)      Non-Funding Lenders. The failure of any Non-Funding
Lender to make any Revolving Credit Advance or any payment required by it
hereunder, or to purchase any participation in any Swing Line Loan to be made or
purchased by it on the date specified therefor shall not relieve any other
Lender (each such other Revolving Lender, an "Other Lender") of its obligations
to make such Advance or purchase such participation on such date, but neither
any Other Lender nor Agent shall be responsible for the failure of any
Non-Funding Lender to make an Advance, purchase a participation or make any
other payment required hereunder. Notwithstanding anything set forth herein to
the contrary, a Non-Funding Lender shall not have any voting or consent rights
under or with respect to any Loan Document or constitute a "Lender" or a
"Revolving Lender" (or be included in the calculation of "Requisite Lenders",
"Requisite Revolving Lenders" or "Supermajority Revolving Lenders" hereunder)
for any voting or consent rights under or with respect to any Loan Document
unless such vote or consent requires the approval of all Lenders.

                  (e)      Dissemination of Information. Agent shall use
reasonable efforts to provide Lenders with any notice of Default or Event of
Default received by Agent from, or delivered by Agent to, any Credit Party, with
notice of any Event of Default of which Agent has actually become aware and with
notice of any action taken by Agent following any Event of Default; provided,
that Agent shall not be liable to any Lender for any failure to do so.

                                      -62-

<PAGE>

                  (f)      Actions in Concert. Anything in this Agreement to the
contrary notwithstanding, each Lender hereby agrees with each other Lender that
no Lender shall take any action to protect or enforce its rights arising out of
this Agreement or the Notes (including exercising any rights of setoff) without
first obtaining the prior written consent of Agent and Requisite Lenders, it
being the intent of Lenders that any such action to protect or enforce rights
under this Agreement and the Notes shall be taken in concert and at the
direction or with the consent of Agent or Requisite Lenders. Agent is authorized
to issue all notices to be issued by or on behalf of the Lenders with respect to
any Subordinated Debt.

                                    SECTION 9
                                  MISCELLANEOUS

                  Section 9.1       Indemnities.

                  Borrowers agree, jointly and severally, to indemnify, pay, and
hold Agent, each Lender, each L/C Issuer and their respective officers,
directors, employees, agents, and attorneys (the "Indemnitees") harmless from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs and expenses (including all reasonable
fees and expenses of counsel to such Indemnitees) of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against the
Indemnitee as a result of such Indemnitees being a party to this Agreement or
the transactions consummated pursuant to this Agreement or otherwise relating to
any of the Related Transactions; provided, that Borrowers shall have no
obligation to an Indemnitee hereunder with respect to liabilities to the extent
resulting from the gross negligence or willful misconduct of that Indemnitee as
determined by a final non-appealable order of a court of competent jurisdiction.
If and to the extent that the foregoing undertaking may be unenforceable for any
reason, Borrowers agree to make the maximum contribution to the payment and
satisfaction thereof which is permissible under applicable law.

                  Section 9.2       Amendments and Waivers.

                  (a)      Except for actions expressly permitted to be taken by
Agent, no amendment, modification, termination or waiver of any provision of
this Agreement or any other Loan Document, or any consent to any departure by
any Credit Party therefrom, shall in any event be effective unless the same
shall be in writing and signed by Borrowers, and by Requisite Lenders, Requisite
Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as
applicable. Except as set forth in clauses (b) and (c) below, all such
amendments, modifications, terminations or waivers requiring the consent of any
Lenders shall require the written consent of Requisite Lenders.

                  (b)      No amendment, modification, termination or waiver of
or consent with respect to any provision of this Agreement that increases the
percentage advance rates set forth in the definition of the Borrowing Base, or
that makes less restrictive the nondiscretionary criteria for exclusion from
Eligible Accounts and Eligible Inventory set forth in Exhibit 4.8(d), shall be
effective unless the same shall be in writing and signed by Agent, Supermajority
Revolving Lenders and Borrowers. No amendment, modification,

                                      -63-

<PAGE>

termination or waiver of or consent with respect to any provision of this
Agreement that waives compliance with the conditions precedent set forth in
Section 7.2 to the making of any Loan or the incurrence of any Letter of Credit
Obligations shall be effective unless the same shall be in writing and signed by
Agent, Requisite Revolving Lenders and Borrowers. Notwithstanding anything
contained in this Agreement to the contrary, no waiver or consent with respect
to any Default or any Event of Default shall be effective for purposes of the
conditions precedent to the making of Loans or the incurrence of Letter of
Credit Obligations set forth in Section 7.2 unless the same shall be in writing
and signed by Agent, Requisite Revolving Lenders and Borrowers.

                  (c)      No amendment, modification, termination or waiver
shall, unless in writing and signed by Agent and each Lender directly affected
thereby: (i) increase the principal amount of any Lender's Commitment (which
action shall be deemed only to affect those Lenders whose Commitments are
increased and may be approved by Requisite Lenders, including those Lenders
whose Commitments are increased); (ii) reduce the principal of, rate of interest
on or Fees payable with respect to any Loan or Letter of Credit Obligations of
any affected Lender; (iii) extend any scheduled payment date or final maturity
date of the principal amount of any Loan of any affected Lender; (iv) waive,
forgive, defer, extend or postpone any payment of interest or Fees as to any
affected Lender (which action shall be deemed only to affect those Lenders to
whom such payments are made); (v) release any Guaranty or, except as otherwise
permitted in Section 3.7, release all or substantially all of the Collateral
(which action shall be deemed to directly affect all Lenders); (vi) change the
percentage of the Commitments or of the aggregate unpaid principal amount of the
Loans that shall be required for Lenders or any of them to take any action
hereunder (any such change shall be deemed to affect all Lenders); and (vii)
amend or waive this Section 9.2 or the definitions of the terms "Requisite
Lenders", "Requisite Revolving Lenders" or "Supermajority Revolving Lenders"
insofar as such definitions affect the substance of this Section 9.2 (any such
amendment or waiver shall be deemed to affect all Lenders). Furthermore, no
amendment, modification, termination or waiver affecting the rights or duties of
Agent or L/C Issuers under this Agreement or any other Loan Document shall be
effective unless in writing and signed by Agent or L/C Issuers, as the case may
be, in addition to Lenders required hereinabove to take such action. Each
amendment, modification, termination or waiver shall be effective only in the
specific instance and for the specific purpose for which it was given. No
amendment, modification, termination or waiver shall be required for Agent to
take additional Collateral pursuant to any Loan Document. No amendment,
modification, termination or waiver of any provision of any Note shall be
effective without the written concurrence of the holder of that Note. No notice
to or demand on any Credit Party in any case shall entitle such Credit Party or
any other Credit Party to any other or further notice or demand in similar or
other circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this Section 9.2 shall be binding upon each holder
of the Notes at the time outstanding and each future holder of the Notes.

                                      -64-

<PAGE>

                  Section 9.3       Notices.

                  Any notice or other communication required shall be in writing
addressed to the respective party as set forth below and may be personally
served, telecopied, sent by overnight courier service or U.S. mail and shall be
deemed to have been given: (a) if delivered in person, when delivered; (b) if
delivered by fax, on the date of transmission if transmitted on a Business Day
before 4:00 p.m. Chicago time; (c) if delivered by overnight courier, one (1)
Business Day after delivery to the courier properly addressed; or (d) if
delivered by U.S. mail, four (4) Business Days after deposit with postage
prepaid and properly addressed.

                  Notices shall be addressed as follows:

         If to Borrower             ATLANTIS PLASTIC FILMS, INC.
         Representative:            1870 The Exchange
                                    Suite 200
                                    Atlanta Georgia  30339
                                    ATTN: Chief Financial Officer
                                    Fax: (770) 933-1390

         With a copy to:            TRIVEST PARTNERS, L.P.
                                    2665 South Bayshore Drive
                                    8th Floor
                                    Miami, Florida  33133
                                    ATTN: Peter "Chip" Vandenberg
                                    Fax: (305) 285-0102

         With a copy to:            GREENBERG TRAURIG, LLP
                                    2375 East Camelback Road
                                    Suite 700
                                    Phoenix, Arizona  85016
                                    ATTN: Jeffrey H. Verbin
                                    Fax: (602) 445-8630

         If to Agent or:            GENERAL ELECTRIC CAPITAL CORPORATION
         GE Capital:                500 West Monroe
                                    17th Floor
                                    Chicago, Illinois 60661
                                    ATTN: Atlantis Plastics Account Manager
                                    Fax: (312) 441-7211

                                      -65-

<PAGE>

         With a copy to:            GENERAL ELECTRIC CAPITAL CORPORATION
                                    201 High Ridge Road
                                    Stamford, Connecticut  06927-5100
                                    ATTN:  Corporate Counsel
                                           Commercial Finance - Merchant Banking
                                    Fax:  (203) 316-7899

                                    and

                                    GENERAL ELECTRIC CAPITAL CORPORATION
                                    500 West Monroe Street
                                    Chicago, Illinois 60661
                                    ATTN: Corporate Counsel - Merchant Banking
                                    Fax: (312) 441-6876

         If to a Lender:            To the address set forth on the signature
                                    page hereto or in the applicable Assignment
                                    Agreement

                  Section 9.4       Failure or Indulgence Not Waiver; Remedies
Cumulative.

                  No failure or delay on the part of Agent or any Lender to
exercise, nor any partial exercise of, any power, right or privilege hereunder
or under any other Loan Documents shall impair such power, right, or privilege
or be construed to be a waiver of any Default or Event of Default. All rights
and remedies existing hereunder or under any other Loan Document are cumulative
to and not exclusive of any rights or remedies otherwise available.

                  Section 9.5       Marshaling; Payments Set Aside.

                  Neither Agent nor any Lender shall be under any obligation to
marshal any assets in payment of any or all of the Obligations. To the extent
that Borrowers make payment(s) or Agent enforces its Liens or Agent or any
Lender exercises its right of set-off, and such payment(s) or the proceeds of
such enforcement or set-off is subsequently invalidated, declared to be
fraudulent or preferential, set aside, or required to be repaid by anyone, then
to the extent of such recovery, the Obligations or part thereof originally
intended to be satisfied, and all Liens, rights and remedies therefor, shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or set-off had not occurred.

                  Section 9.6       Severability.

                  The invalidity, illegality, or unenforceability in any
jurisdiction of any provision under the Loan Documents shall not affect or
impair the remaining provisions in the Loan Documents.

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<PAGE>

                  Section 9.7       Lenders' Obligations Several; Independent
Nature of Lenders' Rights.

                  The obligation of each Lender hereunder is several and not
joint and no Lender shall be responsible for the obligation or commitment of any
other Lender hereunder. In the event that any Lender at any time should fail to
make a Loan as herein provided, the Lenders, or any of them, at their sole
option, may make the Loan that was to have been made by the Lender so failing to
make such Loan. Nothing contained in any Loan Document and no action taken by
Agent or any Lender pursuant hereto or thereto shall be deemed to constitute
Lenders to be a partnership, an association, a joint venture or any other kind
of entity. The amounts payable at any time hereunder to each Lender shall be a
separate and independent debt.

                  Section 9.8       Headings.

                  Section and subsection headings are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purposes or be given substantive effect.

                  Section 9.9       Applicable Law.

                  THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS WHICH DOES
NOT EXPRESSLY SET FORTH APPLICABLE LAW SHALL BE GOVERNED BY AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

                  Section 9.10      Successors and Assigns.

                  This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns except that
Borrowers may not assign their rights or obligations hereunder without the
written consent of all Lenders.

                  Section 9.11      No Fiduciary Relationship; Limited
Liability.

                  No provision in the Loan Documents and no course of dealing
between the parties shall be deemed to create any fiduciary duty owing to
Borrowers by Agent or any Lender. Borrowers agree that neither Agent nor any
Lender shall have liability to Borrowers (whether sounding in tort, contract or
otherwise) for losses suffered by Borrowers in connection with, arising out of,
or in any way related to the transactions contemplated and the relationship
established by the Loan Documents, or any act, omission or event occurring in
connection therewith, unless and to the extent that it is determined that such
losses resulted from the gross negligence or willful misconduct of the party
from which recovery is sought as determined by a final non-appealable order by a
court of competent jurisdiction. Neither Agent nor any Lender shall have any
liability with respect to, and Borrowers hereby waive, release and agree not to
sue for, any special, indirect or consequential damages suffered by

                                      -67-

<PAGE>

Borrowers in connection with, arising out of, or in any way related to the Loan
Documents or the transactions contemplated thereby.

                  Section 9.12      Construction.

                  Agent, each Lender, Borrowers and each other Credit Party
acknowledge that each of them has had the benefit of legal counsel of its own
choice and has been afforded an opportunity to review the Loan Documents with
its legal counsel and that the Loan Documents shall be construed as if jointly
drafted by Agent, each Lender, Borrowers and each other Credit Party.

                  Section 9.13      Confidentiality.

                  Agent and each Lender agree to exercise their best efforts to
keep confidential any non-public information delivered pursuant to the Loan
Documents and identified as such by Borrowers and not to disclose such
information to Persons other than to potential assignees or participants or to
Persons employed by or engaged by Agent, a Lender or a Lender's assignees or
participants including attorneys, appraisers, environmental engineering firms,
auditors, professional consultants, rating agencies, insurance industry
associations and portfolio management services. The confidentiality provisions
contained in this Section 9.13 shall not apply to disclosures (i) required to be
made by Agent or any Lender to any regulatory or governmental agency or pursuant
to legal process, (ii) consisting of general portfolio information that does not
identify Borrowers and (iii) information that subsequent to its delivery becomes
public. The obligations of Agent and Lenders under this Section 9.13 shall
supersede and replace the obligations of Agent and Lenders under any
confidentiality agreement in respect of this financing executed and delivered by
Agent or any Lender prior to the date hereof.

                  Section 9.14      CONSENT TO JURISDICTION.

                  BORROWERS AND CREDIT PARTIES HEREBY CONSENT TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE
OF NEW YORK AND IRREVOCABLY AGREE THAT, SUBJECT TO AGENT'S ELECTION, ALL ACTIONS
OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWERS AND CREDIT PARTIES
EXPRESSLY SUBMIT AND CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS AND
WAIVE ANY DEFENSE OF FORUM NON CONVENIENS. BORROWERS AND CREDIT PARTIES HEREBY
WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREE THAT ALL SUCH SERVICE OF
PROCESS MAY BE MADE UPON BORROWERS AND CREDIT PARTIES BY CERTIFIED OR REGISTERED
MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER REPRESENTATIVE, AT THE
ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN
(10) DAYS AFTER THE SAME HAS BEEN POSTED. IN ANY LITIGATION, TRIAL, ARBITRATION
OR OTHER DISPUTE RESOLUTION PROCEEDING RELATING TO

                                      -68-

<PAGE>

THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ALL DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS OF BORROWERS, CREDIT PARTIES OR ANY OF THEIR AFFILIATES
SHALL BE DEEMED TO BE EMPLOYEES OR MANAGING AGENTS OF BORROWERS OR SUCH CREDIT
PARTIES FOR PURPOSES OF ALL APPLICABLE LAW OR COURT RULES REGARDING THE
PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY (WHETHER IN A DEPOSITION, AT
TRIAL OR OTHERWISE). BORROWERS AND CREDIT PARTIES AGREE THAT AGENT'S OR ANY
LENDER'S COUNSEL IN ANY SUCH DISPUTE RESOLUTION PROCEEDING MAY EXAMINE ANY OF
THESE INDIVIDUALS AS IF UNDER CROSS-EXAMINATION AND THAT ANY DISCOVERY
DEPOSITION OF ANY OF THEM MAY BE USED IN THAT PROCEEDING AS IF IT WERE AN
EVIDENCE DEPOSITION. BORROWERS AND CREDIT PARTIES IN ANY EVENT WILL USE ALL
COMMERCIALLY REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION
PROCEEDING, AT THE TIME AND IN THE MANNER REQUESTED BY AGENT OR ANY LENDER, ALL
PERSONS, DOCUMENTS (WHETHER IN TANGIBLE, ELECTRONIC OR OTHER FORM) OR OTHER
THINGS UNDER THEIR CONTROL AND RELATING TO THE DISPUTE.

                  Section 9.15      WAIVER OF JURY TRIAL.

                  BORROWERS, CREDIT PARTIES, AGENT AND EACH LENDER HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. BORROWERS,
CREDIT PARTIES, AGENT AND EACH LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE
WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THAT
EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.
BORROWERS, CREDIT PARTIES, AGENT AND EACH LENDER WARRANT AND REPRESENT THAT EACH
HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND
THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

                  Section 9.16      Survival of Warranties and Certain
Agreements.

                  All agreements, representations and warranties made herein
shall survive the execution and delivery of this Agreement, the making of the
Loans, issuances of Letters of Credit and the execution and delivery of the
Notes. Notwithstanding anything in this Agreement or implied by law to the
contrary, the agreements of Borrowers set forth in Sections 1.3(e), 1.8, 1.9 and
9.1 shall survive the repayment of the Obligations and the termination of this
Agreement.

                                      -69-

<PAGE>

                  Section 9.17      Entire Agreement.

                  This Agreement, the Notes and the other Loan Documents embody
the entire agreement among the parties hereto and supersede all prior
commitments, agreements, representations, and understandings, whether oral or
written, relating to the subject matter hereof, and may not be contradicted or
varied by evidence of prior, contemporaneous, or subsequent oral agreements or
discussions of the parties hereto. All Exhibits, Schedules and Annexes referred
to herein are incorporated in this Agreement by reference and constitute a part
of this Agreement.

                  Section 9.18      Counterparts; Effectiveness.

                  This Agreement and any amendments, waivers, consents or
supplements 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 of which counterparts together
shall constitute but one in the same instrument. This Agreement shall become
effective upon the execution of a counterpart hereof by each of the parties
hereto.

                  Section 9.19      Replacement of Lenders.

                  (a)      Within fifteen (15) days after receipt by Borrower
Representative of written notice and demand from any Lender for payment pursuant
to Section 1.8 or 1.9 or, as provided in this Section 9.19(c), in the case of
certain refusals by any Lender to consent to certain proposed amendments,
modifications, terminations or waivers with respect to this Agreement that have
been approved by Requisite Lenders or Requisite Revolving Lenders, as applicable
(any such Lender demanding such payment or refusing to so consent being referred
to herein as an "Affected Lender"), Borrowers may, at their option, notify Agent
and such Affected Lender of its intention to do one of the following (provided,
if a Default or Event of Default exists Requisite Lenders have consented to the
same):

                           (i)      Borrowers may obtain, at Borrowers' expense,
         a replacement Lender ("Replacement Lender") for such Affected Lender,
         which Replacement Lender shall be reasonably satisfactory to Agent. In
         the event Borrowers obtain a Replacement Lender that will purchase all
         outstanding Obligations owed to such Affected Lender and assume its
         Commitments hereunder within ninety (90) days following notice of
         Borrowers' intention to do so, the Affected Lender shall (x) sell and
         assign all of its rights for an amount equal to the principal balance
         of all Loans held by such Affected Lender and all accrued interest and
         Fees and other Obligations owing to such Lender through the date of
         such sale and (y) delegate all of its obligations under this Agreement
         to such Replacement Lender in accordance with the provisions of Section
         8.1, provided that Borrowers have reimbursed such Affected Lender for
         any administrative fee payable pursuant to Section 8.1 and, in any case
         where such replacement occurs as the result of a demand for payment
         pursuant to Section 1.8 or 1.9, paid all amounts required to be paid to

                                      -70-

<PAGE>

         such Affected Lender pursuant to Section 1.8 or 1.9 through the date of
         such sale and assignment; or

                           (ii)     Borrowers may, with Agent's consent, prepay
         in full all outstanding Obligations owed to such Affected Lender and
         terminate such Affected Lender's Pro Rata Share of the Revolving Loan
         Commitment and Pro Rata Share of the Term Loan Commitment, in which
         case the Revolving Loan Commitment and Term Loan Commitment will be
         reduced by the amount of such Pro Rata Share. Borrowers shall, within
         ninety (90) days following notice of their intention to do so, prepay
         in full all outstanding Obligations owed to such Affected Lender
         (including, in any case where such prepayment occurs as the result of a
         demand for payment for increased costs, such Affected Lender's
         increased costs for which it is entitled to reimbursement under this
         Agreement through the date of such prepayment), and terminate such
         Affected Lender's obligations under the Revolving Loan Commitment and
         Term Loan Commitment.

                  (b)      In the case of a Non-Funding Lender pursuant to
Section 8.5(a), at Borrower Representative's request, Agent or a Person
acceptable to Agent shall have the right with Agent's consent and in Agent's
sole discretion (but shall have no obligation) to purchase from any Non-Funding
Lender, and each Non-Funding Lender agrees that it shall, at Agent's request,
sell and assign to Agent or such Person, all of the Loans and Commitments of
that Non-Funding Lender for an amount equal to the principal balance of all
Loans held by such Non-Funding Lender and all accrued interest and Fees and
other Obligations to such Lender through the date of sale, such purchase and
sale to be consummated pursuant to an executed Assignment Agreement.

                  (c)      If, in connection with any proposed amendment,
modification, waiver or termination pursuant to Section 9.2 (a "Proposed
Change"):

                           (i)      requiring the consent of all affected
         Lenders, the consent of Requisite Lenders is obtained, but the consent
         of other Lenders whose consent is required is not obtained (any such
         Lender whose consent is not obtained as described in this clause (i)
         and in clause (ii) below being referred to as a "Non-Consenting
         Lender"), or

                           (ii)     requiring the consent of Supermajority
         Revolving Lenders, the consent of Requisite Revolving Lenders is
         obtained, but the consent of Supermajority Revolving Lenders is not
         obtained,

then, so long as (x) Agent is not a Non-Consenting Lender, and (y) if a Default
or Event of Default exists, Requisite Lenders have consented to such repayment,
at Borrower Representative's request Agent, or a Person reasonably acceptable to
Agent, shall have the right with Agent's consent and in Agent's sole discretion
(but shall have no obligation) to purchase from such Non-Consenting Lenders, and
such Non-Consenting Lenders agree that they shall, upon Agent's request, sell
and assign to Agent or such Person, all of the Loans and

                                      -71-

<PAGE>

Commitments of such Non-Consenting Lenders for an amount equal to the principal
balance of all Loans held by the Non-Consenting Lenders and all accrued interest
and Fees and other Obligations owing to such Non-Consenting Lenders through the
date of sale, such purchase and sale to be consummated pursuant to an executed
Assignment Agreement.

                  Section 9.20      Delivery of Termination Statements and
Mortgage Releases.

                  Upon payment in full in cash and performance of all of the
Obligations (other than indemnification Obligations), termination of the
Commitments and a release of all claims against Agent and Lenders, and so long
as no suits, actions proceedings, or claims are pending or threatened against
any Indemnitee asserting any damages, losses or liabilities that are indemnified
liabilities hereunder, Agent shall deliver to Borrower Representative
termination statements, mortgage releases and other documents necessary or
appropriate to evidence the termination of the Liens securing payment of the
Obligations.

                                   SECTION 10
                           JOINT AND SEVERAL LIABIILTY

                  Section 10.1      Joint and Several Liability.

                  Each Borrower hereby agrees that such Borrower is jointly and
severally liable for the full and prompt payment (whether at stated maturity, by
acceleration or otherwise) and performance of, all Obligations owed or hereafter
owing to Agents and Lenders. Each Borrower agrees that its obligations under
this Section 10 shall not be discharged until payment and performance, in full
in cash, of the Obligations has occurred, and that its obligations under this
Agreement shall be absolute and unconditional, irrespective of, and unaffected
by,

                  (a)      the genuineness, validity, regularity, enforceability
or any future amendment of, or change in, this Agreement, any other Loan
Document or any other agreement, document or instrument to which any Borrower is
or may become a party;

                  (b)      the existence, value or condition of, or failure to
perfect its Lien against, any security for the Obligations or any action, or the
absence of any action, by Agents and Lenders in respect thereof (including the
release of any such security); or

                  (c)      the insolvency of any Credit Party.

                  Section 10.2      Waivers by Borrowers.

                  Each Borrower expressly waives all rights it may have now or
in the future under any statute, or at common law, or at law or in equity, or
otherwise, to compel Agent or Lenders to marshal assets or to proceed in respect
of the Obligations hereunder against any other Credit Party, any other party or
against any security for the payment and performance of the Obligations before
proceeding against, or as a condition to proceeding against, such Borrower. It
is agreed among each Borrower, Agent and Lenders that the foregoing waivers are
of the essence of the transaction contemplated by this Agreement and the other
Loan

                                      -72-

<PAGE>

Documents and that, but for the provisions of this Section 10 and such waivers,
Agent and Lenders would decline to enter into this Agreement.

                  Section 10.3      Benefit.

                  Each Borrower agrees that the provisions of this Section 10
are for the benefit of Agent and Lenders and their respective successors,
transferees, endorsees and assigns, and nothing herein contained shall impair,
as between any other Borrower and Agent or Lenders, the obligations of such
other Borrower under the Loan Documents.

                  Section 10.4      Waiver of Subrogation, Etc.

                  Notwithstanding anything to the contrary in this Agreement or
in any other Loan Document, and except as set forth in Section 10.7, each
Borrower hereby expressly and irrevocably waives any and all rights at law or in
equity to subrogation, reimbursement, exoneration, contribution, indemnification
or set off and any and all defenses available to a co-obligor. Each Borrower
acknowledges and agrees that this waiver is intended to benefit Agent and
Lenders and shall not limit or otherwise affect such Borrower's liability
hereunder or the enforceability of this Section 10, and that Agent, Lenders and
their respective successors and assigns are intended third party beneficiaries
of the waivers and agreements set forth in this Section 10.4.

                  Section 10.5      Election of Remedies.

                  If Agent or any Lender may, under applicable law, proceed to
realize its benefits under any of the Loan Documents giving Agent or such Lender
a Lien upon any Collateral, whether owned by any Borrower or by any other
Person, either by judicial foreclosure or by non-judicial sale or enforcement,
Agent or any Lender may, at its sole option, determine which of its remedies or
rights it may pursue without affecting any of its rights and remedies under this
Section 10. If, in the exercise of any of its rights and remedies, Agent or any
Lender shall forfeit any of its rights or remedies, including its right to enter
a deficiency judgment against any Borrower or any other Person, whether because
of any applicable laws pertaining to "election of remedies" or the like, each
Borrower hereby consents to such action by Agent or such Lender and waives any
claim based upon such action, even if such action by Agent or such Lender shall
result in a full or partial loss of any rights of subrogation that each Borrower
might otherwise have had but for such action by Agent or such Lender. Any
election of remedies that results in the denial or impairment of the right of
Agent or any Lender to seek a deficiency judgment against any Borrower shall not
impair any other Borrower's obligation to pay the full amount of the
Obligations. In the event Agent or any Lender shall bid at any foreclosure or
trustee's sale or at any private sale permitted by law or the Loan Documents,
Agent or such Lender may bid all or less than the amount of the Obligations and
the amount of such bid need not be paid by Agent or such Lender but shall be
credited against the Obligations. The amount of the successful bid at any such
sale, whether Agent, Lender or any other party is the successful bidder, shall
be conclusively deemed to be the fair market value of the Collateral and the
difference between such bid amount and the remaining balance of the Obligations
shall be conclusively deemed

                                      -73-

<PAGE>

to be the amount of the Obligations under this Section 10, notwithstanding that
any present or future law or court decision or ruling may have the effect of
reducing the amount of any deficiency claim to which Agent or any Lender might
otherwise be entitled but for such bidding at any such sale.

                  Section 10.6      Limitation.

                  Notwithstanding any provision herein contained to the
contrary, each Borrower's liability shall be limited to an amount not to exceed
as of any date of determination the amount that could be claimed by Agent and
Lenders from such Borrower without rendering such claim voidable or avoidable
under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable
state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or
similar statute or common law after taking into account, among other things,
such Borrower's right of contribution and indemnification from each other
Borrower under Section 10.7.

                  Section 10.7      Contribution with Respect to Obligations.

                  (a)      To the extent that any Borrower shall make a payment
of all or any of the Obligations (a "Payment") that, taking into account all
other Payments then previously or concurrently made by any other Borrower,
exceeds the amount that such Borrower would otherwise have paid if each Borrower
had paid the aggregate Obligations satisfied by such Payment in the same
proportion that such Borrower's "Allocable Amount" (as defined below) (as
determined immediately prior to such Payment) bore to the aggregate Allocable
Amounts of each of the Borrowers as determined immediately prior to the making
of such Payment, then, following indefeasible payment in full in cash of the
Obligations and termination of the Commitments, such Borrower shall be entitled
to receive contribution and indemnification payments from, and be reimbursed by,
each other Borrower for the amount of such excess, pro rata based upon their
respective Allocable Amounts in effect immediately prior to such Payment.

                  (b)      As of any date of determination, the "Allocable
Amount" of any Borrower shall be equal to the maximum amount of the claim that
could then be recovered from such Borrower without rendering such claim voidable
or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any
applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance
Act or similar statute or common law.

                  (c)      This Section 10.7 is intended only to define the
relative rights of Borrowers and nothing set forth in this Section 10.7 is
intended to or shall impair the obligations of Borrowers, jointly and severally,
to pay any amounts as and when the same shall become due and payable in
accordance with the terms of this Agreement, including Section 10.1. Nothing
contained in this Section 10.7 shall limit the liability of any Borrower to pay
the Loans made to any Borrower and accrued interest, Fees and expenses with
respect thereto.

                                      -74-

<PAGE>

                  (d)      The parties hereto acknowledge that the rights of
contribution and indemnification hereunder shall constitute assets of the
Borrower to which such contribution and indemnification is owing.

                  (e)      The rights of the indemnifying Borrowers against
other Credit Parties under this Section 10.7 shall be exercisable upon the full
and indefeasible payment of the Obligations and the termination of the
Commitments.

                  Section 10.8      Liability Cumulative.

                  The liability of Borrowers under this Section 10 is in
addition to and shall be cumulative with all liabilities of each Borrower to
Agent and Lenders under this Agreement and the other Loan Documents to which
such Borrower is a party or in respect of any Obligations or obligation of the
other Borrowers, without any limitation as to amount, unless the instrument or
agreement evidencing or creating such other liability specifically provides to
the contrary.

                                      -75-

<PAGE>

                  Witness the due execution hereof by the respective duly
authorized officers of the undersigned as of the date first written above.

                                ATLANTIS PLASTIC FILMS, INC.,
                                ATLANTIS MOLDED PLASTICS, INC.
                                ATLANTIS FILMS, INC.
                                RIGAL PLASTICS, INC.
                                ATLANTIS PLASTICS INJECTION
                                  MOLDING, INC.
                                PIERCE PLASTICS, INC.
                                EXTRUSION MASTERS, INC.
                                each as a Borrower

                                Each By: ___________________________________
                                Name:     Paul G. Saari
                                Title:    Senior Vice President and Chief
                                          Financial Officer

                                ATLANTIS PLASTICS, INC.,
                                as a Credit Party

                                By: ________________________________________
                                Name:     Paul G. Saari
                                Title:    Senior Vice President and Chief
                                          Financial Officer

                                  -76-

<PAGE>

                                GENERAL ELECTRIC CAPITAL
                                CORPORATION, as Agent, Co-Lead Arranger and
                                a Lender

                                By: ________________________________________
                                      Its Duly Authorized Signatory

                                  -77-

<PAGE>

                                CIBC WORLD MARKETS CORP., as
                                Syndication Agent and Co-Lead Arranger

                                By: ________________________________________
                                Name: ______________________________________
                                Title: _____________________________________

                                Address: ___________________________________
                                         ___________________________________
                                         ___________________________________
                                         Attn: ____________________________
                                         Fax: (___) ___-____

                                ABA No.: ___________________________________
                                Account No.: _______________________________
                                Bank: ______________________________________
                                Bank Address: ______________________________

                                  -78-

<PAGE>

                                MERRILL LYNCH CAPITAL, A DIVISION OF
                                MERRILL LYNCH BUSINESS FINANCIAL
                                SERVICES INC., as a Documentation Agent and as
                                a Lender

                                By: ________________________________________
                                Name: ______________________________________
                                Title: _____________________________________

                                Address: ___________________________________
                                         ___________________________________
                                         ___________________________________
                                         Attn: ____________________________
                                         Fax: (___) ___-____

                                ABA No.: ___________________________________
                                Account No.: _______________________________
                                Bank: ______________________________________
                                Bank Address: ______________________________

                                      -79-

<PAGE>

                                BNP PARIBAS, as a Documentation Agent and as a
                                Lender

                                By: ________________________________________
                                Name: ______________________________________
                                Title: _____________________________________

                                Address: BNP Paribas
                                         787 Seventh Avenue
                                         New York, New York  10019
                                         Attn: Dimitri Jobert
                                         Fax: (212) 841-3065

                                ABA No.: ___________________________________
                                Account No.: _______________________________
                                Bank: ______________________________________
                                Bank Address: ______________________________

                                      -80-
<PAGE>

                                CIBC INC., as a Lender

                                By: ________________________________________
                                Name: ______________________________________
                                Title: _____________________________________

                                Address: ___________________________________
                                         ___________________________________
                                         ___________________________________
                                         Attn: ____________________________
                                         Fax: (___) ___-____

                                ABA No.: ___________________________________
                                Account No.: _______________________________
                                Bank: ______________________________________
                                Bank Address: ______________________________

                                      -81-

<PAGE>

                                JOHN HANCOCK LIFE INSURANCE
                                COMPANY, as a Lender

                                By: ________________________________________
                                Name: ______________________________________
                                Title: _____________________________________

                                Address: ___________________________________
                                         ___________________________________
                                         ___________________________________
                                         Attn: _____________________________
                                         Fax: (___) ___-____

                                ABA No.: ___________________________________
                                Account No.: _______________________________
                                Bank: ______________________________________
                                Bank Address: ______________________________

                                      -82-

<PAGE>

                                JOHN HANCOCK VARIABLE LIFE
                                INSURANCE COMPANY, as a Lender

                                By: ________________________________________
                                Name: ______________________________________
                                Title: _____________________________________

                                Address: ___________________________________
                                         ___________________________________
                                         ___________________________________
                                         Attn: _____________________________
                                         Fax: (___) ___-____

                                ABA No.: ___________________________________
                                Account No.: _______________________________
                                Bank: ______________________________________
                                Bank Address: ______________________________

                                      -83-

<PAGE>

                                JOHN HANCOCK INSURANCE COMPANY
                                OF VERMONT, as a Lender

                                By: _________________________________________
                                Name: _______________________________________
                                Title: ______________________________________

                                Address: ___________________________________
                                         ___________________________________
                                         ___________________________________
                                         Attn: _____________________________
                                         Fax: (___) ___-____

                                ABA No.: ___________________________________
                                Account No.: _______________________________
                                Bank: ______________________________________
                                Bank Address: ______________________________

                                      -84-

<PAGE>

                                ORIX FINANCAL SERVICES, INC., as a Lender

                                By: ________________________________________
                                Name: ______________________________________
                                Title: _____________________________________

                                Address: ___________________________________
                                         ___________________________________
                                         ___________________________________
                                         Attn: _____________________________
                                         Fax: (___) ___-____

                                ABA No.: ___________________________________
                                Account No.: _______________________________
                                Bank: ______________________________________
                                Bank Address: ______________________________

                                      -85-

<PAGE>

                                     ANNEX A
                                       TO
                                CREDIT AGREEMENT

                                   DEFINITIONS

                  Capitalized terms used in the Loan Documents shall have
(unless otherwise provided elsewhere in the Loan Documents) the following
respective meanings and all references to Sections, Exhibits, Schedules or
Annexes in the following definitions shall refer to Sections, Exhibits,
Schedules or Annexes of or to the Agreement:

                  "Account Debtor" means any Person who may become obligated to
any Credit Party under, with respect to, or on account of, an Account, Chattel
Paper or General Intangibles (including a payment intangible).

                  "Accounting Changes" means: (a) changes in accounting
principles required by GAAP and implemented by any Holdings or any of its
Subsidiaries; (b) changes in accounting principles recommended by Borrowers'
certified public accountants and implemented by any Borrower; and (c) changes in
carrying value of any Borrower's or any of its Subsidiaries' assets, liabilities
or equity accounts resulting from (i) the application of purchase accounting
principles (A.P.B. 16 and/or 17 and EITF 88-16 and FASB 109) to the Related
Transactions or (ii) as the result of any other adjustments that, in each case,
were applicable to, but not included in, the Pro Forma.

                  "Accounts" means all "accounts," as such term is defined in
the Code, now owned or hereafter acquired by any Credit Party, including (a) all
accounts receivable, other receivables, book debts and other forms of
obligations (other than forms of obligations evidenced by Chattel Paper or
Instruments), (including any such obligations that may be characterized as an
account or contract right under the Code), (b) all of each Credit Party's rights
in, to and under all purchase orders or receipts for goods or services, (c) all
of each Credit Party's rights to any goods represented by any of the foregoing
(including unpaid sellers' rights of rescission, replevin, reclamation and
stoppage in transit and rights to returned, reclaimed or repossessed goods), (d)
all rights to payment due to any Credit Party for property sold, leased,
licensed, assigned or otherwise disposed of, for a policy of insurance issued or
to be issued, for a secondary obligation incurred or to be incurred, for energy
provided or to be provided, for the use or hire of a vessel under a charter or
other contract, arising out of the use of a credit card or charge card, or for
services rendered or to be rendered by such Credit Party or in connection with
any other transaction (whether or not yet earned by performance on the part of
such Credit Party), (e) all healthcare insurance receivables, and (f) all
collateral security of any kind, now or hereafter in existence, given by any
Account Debtor or other Person with respect to any of the foregoing.

                  "Advances" means any Revolving Credit Advance or Swing Line
Advance, as the context may require.

                  "Affected Lender" has the meaning ascribed to it in Section
9.19(a).

                                  Schedule 2.1
                                     Page 86

<PAGE>

                  "Affiliate" means, with respect to any Person, (a) each Person
that, directly or indirectly, owns or controls, whether beneficially, or as a
trustee, guardian or other fiduciary, ten percent (10%) or more of the Stock
having ordinary voting power in the election of directors of such Person, (b)
each Person that controls, is controlled by or is under common control with such
Person, (c) each of such Person's officers, directors, joint venturers and
partners and (d) in the case of Borrowers, the immediate family members, spouses
and lineal descendants of individuals who are Affiliates of any Borrower. For
the purposes of this definition, "control" of a Person shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of its management or policies, whether through the ownership of voting
securities, by contract or otherwise; provided, however, that the term
"Affiliate" shall specifically exclude Agent and each Lender.

                  "Agent" means GE Capital in its capacity as Agent for Lenders
or its successor appointed pursuant to Section 8.2.

                  "Agreement" means this Credit Agreement (including all
schedules, subschedules, annexes and exhibits hereto), as the same may be
amended, supplemented, restated or otherwise modified from time to time.

                  "Allocable Amount" has the meaning ascribed to it in Section
10.7.

                  "Applicable L/C Margin" means the per annum fee, from time to
time in effect, payable with respect to outstanding Letter of Credit Obligations
as determined by reference to Section 1.2(a).

                  "Applicable Margins" means collectively the Applicable L/C
Margin, the Applicable Revolver Index Margin, the Applicable Term Loan A Index
Margin, the Applicable Term Loan B Index Margin, the Applicable Revolver LIBOR
Margin, the Applicable Term Loan A LIBOR Margin and the Applicable Term Loan B
LIBOR Margin.

                  "Applicable Revolver Index Margin" means the per annum
interest rate margin from time to time in effect and payable in addition to the
Index Rate applicable to the Revolving Loan, as determined by reference to
Section 1.2(a).

                  "Applicable Revolver LIBOR Margin" means the per annum
interest rate from time to time in effect and payable in addition to the LIBOR
Rate applicable to the Revolving Loan, as determined by reference to Section
1.2(a).

                  "Applicable Term Loan A Index Margin" means the per annum
interest rate from time to time in effect and payable in addition to the Index
Rate applicable to the Term Loan A, as determined by reference to Section
1.2(a).

                  "Applicable Term Loan A LIBOR Margin" means the per annum
interest rate from time to time in effect and payable in addition to the LIBOR
Rate applicable to Term Loan A, as determined by reference to Section 1.2(a).

                                 Attachment 3.6
                                    Page 87

<PAGE>

                  "Applicable Term Loan B Index Margin" means the per annum
interest rate from time to time in effect and payable in addition to the Index
Rate applicable to Term Loan B, as determined by reference to Section 1.2(a).

                  "Applicable Term Loan B LIBOR Margin" means the per annum
interest rate from time to time in effect and payable in addition to the LIBOR
Rate applicable to Term Loan B, as determined by reference to Section 1.2(a).

                  "Arkansas IRB" means the Loan Agreement, dated as of March 18,
1992, between Arkansas Development Finance Authority and Cyanede Plastics, Inc.

                  "Asset Disposition" means the disposition whether by sale,
lease, transfer, loss, damage, destruction, casualty, condemnation or otherwise
of any of the following: (a) any of the Stock or other equity or ownership
interest of any of Borrowers' Subsidiaries or (b) any or all of the assets of
Borrowers or any of their Subsidiaries other than sales of Inventory in the
ordinary course of business.

                  "Assignment Agreement" has the meaning ascribed to it in
Section 8.1(a).

                  "Atlantis Films" has the meaning ascribed to it in the
preamble to the Agreement.

                  "Atlantis Molded Plastics" has the meaning ascribed to it in
the preamble to the Agreement.

                  "Atlantis Plastic Films" has the meaning ascribed to it in the
preamble to the Agreement.

                  "Bankruptcy Code" means the provisions of Title 11 of the
United States Code, 11 U.S.C.Sections 101 et seq. or other applicable
bankruptcy, insolvency or similar laws.

                  "Borrower" and "Borrowers" have the respective meanings
ascribed to them in the preamble to the Agreement.

                  "Borrower Representative" means Atlantis Plastic Films in its
capacity as Borrower Representative pursuant to the provisions of Section 1.10.

                  "Borrowers Stockholders Pledge Agreement" means the Pledge
Agreement of even date herewith executed by each of the Borrowers' Stockholders
in favor of Agent, on behalf of itself and Lenders, pledging all Stock of
Borrowers and their other Subsidiaries.

                  "Borrowing Availability" means as of any date of determination
the lesser of (i) the Maximum Amount and (ii) the Borrowing Base, in each case,
less the sum of (a) the Revolving Loan then outstanding (including, without
duplication, the outstanding balance of Letter of Credit Obligations and the
Swing Line Loan then outstanding) and (b) Reserves required by Agent in its
reasonable credit judgment.

                                 Attachment 3.6
                                    Page 88

<PAGE>

                  "Borrowing Base" has the meaning ascribed to it in Exhibit
4.8(d), as such Exhibit may be modified as provided therein.

                  "Borrowing Base Certificate" has the meaning ascribed to it in
Section 4.8(d).

                  "Business Day" means any day that is not a Saturday, a Sunday
or a day on which banks are required or permitted to be closed in the State of
New York or Georgia and in reference to LIBOR Loans shall mean any such day that
is also a LIBOR Business Day.

                  "Capex Limit" has the meaning ascribed to it in Section 4.1.

                  "Capital Expenditures" has the meaning ascribed to it in
Section 4.1 of Schedule 1 to Exhibit 4.8(o).

                  "Capital Lease" means, with respect to any Person, any lease
of any property (whether real, personal or mixed) by such Person as lessee that,
in accordance with GAAP, would be required to be classified and accounted for as
a capital lease on a balance sheet of such Person.

                  "Capital Lease Obligation" means, with respect to any Capital
Lease of any Person, the amount of the obligation of the lessee thereunder that,
in accordance with GAAP, would appear on a balance sheet of such lessee in
respect of such Capital Lease.

                  "Carry Over Amount" has the meaning ascribed to it Section
4.1.

                  "Cash Equivalents" means: (i) marketable securities (A) issued
or directly and unconditionally guaranteed as to interest and principal by the
United States government or (B) issued by any agency of the United States
government the obligations of which are backed by the full faith and credit of
the United States, in each case maturing within one (1) year after acquisition
thereof; (ii) marketable direct obligations issued by any state of the United
States of America or any political subdivision of any such state or any public
instrumentality thereof, in each case maturing within one year after acquisition
thereof and having, at the time of acquisition, a rating of at least A-1 from
S&P or at least P-1 from Moody's; (iii) commercial paper maturing no more than
one year from the date of acquisition and, at the time of acquisition, having a
rating of at least A-1 from S&P or at least P-1 from Moody's; (iv) certificates
of deposit or bankers' acceptances issued or accepted by any Lender or by any
commercial bank organized under the laws of the United States of America or any
state thereof or the District of Columbia that is at least (A) "adequately
capitalized" (as defined in the regulations of its primary Federal banking
regulator) and (B) has Tier 1 capital (as defined in such regulations) of not
less than $250,000,000, in each case maturing within one year after issuance or
acceptance thereof; and (v) shares of any money market mutual or similar funds
that (A) has substantially all of its assets invested continuously in the types
of investments referred to in clauses (i) through (iv) above, (B) has net assets
of not less than $500,000,000 and (C) has the highest rating obtainable from
either S&P or Moody's.

                  "Certificate of Exemption" has the meaning ascribed to it in
Section 1.9(c).

                                 Attachment 3.6
                                    Page 89

<PAGE>

                  "Change of Control" means any of the following: (a) any person
or group of persons (within the meaning of the Securities Exchange Act of 1934),
other than Earl W. Powell and/or Phillip George, shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of shares of
Stock of Holdings that are able to cast more than twenty-five percent (25%) of
the votes for the election of directors of Holdings under ordinary
circumstances; (b) during any period of twelve consecutive calendar months,
individuals who at the beginning of such period constituted the board of
directors of Holdings (together with any new directors whose election by the
board of directors of Holdings or whose nomination for election by the
Stockholders of Holdings was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason other than death or disability to constitute a
majority of the directors then in office; (c) Holdings ceases to own and control
all of the economic and voting rights associated with all of the outstanding
Stock of Atlantis Films, Atlantis Molded Plastics, Atlantis Plastic Films,
Atlantis Plastics Foreign Sales, Inc., or Rigal Plastics or any of its
Subsidiaries formed or acquired after the Closing Date; (d) Atlantis Films,
Atlantis Molded Plastics, Atlantis Plastic Films, Atlantis Plastics Foreign
Sales, Inc., or Rigal Plastics ceases to own and control all of the economic and
voting rights associated with all of the outstanding Stock of any of its
Subsidiaries; (e) Earl W. Powell during his lifetime ceases to own and control
(i) at least eighty percent (80%) of the Stock of Holdings owned by him on the
Closing Date, or (ii) at least eighty percent (80%) of the Stock of Holdings
having the right to vote for the election of directors under ordinary
circumstances owned by him on the Closing Date; or (f) the Management Agreement
ceases to be in effect.

                  "Charges" means all federal, state, county, city, municipal,
local, foreign or other governmental premiums and other amounts (including
premiums and other amounts owed to the PBGC at the time due and payable),
levies, assessments, charges, liens, claims or encumbrances upon or relating to
(a) the Collateral, (b) the Obligations, (c) the employees, payroll, income or
gross receipts of any Credit Party, (d) any Credit Party's ownership or use of
any properties or other assets, or (e) any other aspect of any Credit Party's
business.

                  "Chattel Paper" means any "chattel paper," as such term is
defined in the Code, including electronic chattel paper, now owned or hereafter
acquired by any Credit Party, wherever located.

                  "Closing Checklist" means the schedule, including all
appendices, exhibits or schedules thereto, listing certain documents and
information to be delivered in connection with the Agreement, the other Loan
Documents and the transactions contemplated thereunder, substantially in the
form attached hereto as Annex C.

                  "Closing Date" means December 27, 2002.

                  "Code" means the Uniform Commercial Code as the same may, from
time to time, be enacted and in effect in the State of New York; provided, that
to the extent that the Code is used to define any term herein or in any Loan
Document and such term is defined

                                 Attachment 3.6
                                     Page 90

<PAGE>

differently in different Articles or Divisions of the Code, the definition of
such term contained in Article or Division 9 shall govern; provided, further,
that in the event that, by reason of mandatory provisions of law, any or all of
the attachment, perfection or priority of, or remedies with respect to, Agent's
or any Lender's Lien on any Collateral is governed by the Uniform Commercial
Code as enacted and in effect in a jurisdiction other than the State of New
York, the term "Code" shall mean the Uniform Commercial Code as enacted and in
effect in such other jurisdiction solely for purposes of the provisions thereof
relating to such attachment, perfection, priority or remedies and for purposes
of definitions related to such provisions.

                  "Co-Lead Arranger" means each of GE Capital and CIBC World
Markets Corp.

                  "Collateral" means the property covered by the Security
Agreement, the Mortgages and the other Collateral Documents and any other
property, real or personal, tangible or intangible, now existing or hereafter
acquired, that may at any time be or become subject to a security interest or
Lien in favor of Agent, on behalf of itself and Lenders, to secure the
Obligations or any portion thereof.

                  "Collateral Documents" means the Security Agreement, the
Pledge Agreements, the Guaranties, the Mortgages, the Patent Security
Agreements, the Trademark Security Agreements, the Copyright Security Agreements
and all similar agreements entered into guaranteeing payment of, or granting a
Lien upon property as security for payment of, the Obligations or any portion
thereof.

                  "Commitment Termination Date" means the earliest of (a)
December 31, 2007, (b) the date of termination of Lenders' obligations to make
Advances and to incur Letter of Credit Obligations or permit existing Loans to
remain outstanding pursuant to Section 6.3, and (c) the date of (i) indefeasible
prepayment in full by Borrowers of the Loans, (ii) the cancellation and return
(or stand-by guarantee) of all Letters of Credit or the cash collateralization
of all Letter of Credit Obligations pursuant to Section 1.5(f), and (iii) the
permanent reduction of the Commitments to zero dollars ($0).

                  "Commitments" means (a) as to any Lender, the aggregate of
such Lender's Revolving Loan Commitment and Term Loan Commitment as set forth on
Annex B to the Agreement or in the most recent Assignment Agreement executed by
such Lender and (b) as to all Lenders, the aggregate of all Lenders' Revolving
Loan Commitments and Term Loan Commitments, which aggregate commitment shall be
One Hundred Ten Million Dollars ($110,000,000) on the Closing Date, as such
Commitments may be reduced, amortized or adjusted from time to time in
accordance with the Agreement.

                  "Compliance, Pricing, and Excess Cash Flow Certificate" has
the meaning ascribed to it in Section 4.8(o).

                  "Consolidated Net Income" has the meaning ascribed to it in
Section 4.3 of Schedule 1 to Exhibit 4.8(o).

                                 Attachment 3.6
                                     Page 91

<PAGE>

                  "Contingent Obligation" means, as applied to any Person, any
direct or indirect liability of that Person: (i) with respect to Guaranteed
Indebtedness and with respect to any Indebtedness, lease, dividend or other
obligation of another Person if the purpose or intent of the Person incurring
such liability, or the effect thereof, is to provide assurance to the obligee of
such liability that such liability will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
liability will be protected (in whole or in part) against loss with respect
thereto; (ii) with respect to any letter of credit issued for the account of
that Person or as to which that Person is otherwise liable for reimbursement of
drawings; (iii) under any foreign exchange contract, currency swap agreement,
interest rate swap agreement or other similar agreement or arrangement designed
to alter the risks of that Person arising from fluctuations in currency values
or interest rates, (iv) any agreement, contract or transaction involving
commodity options or future contracts, (v) to make take-or-pay or similar
payments if required regardless of nonperformance by any other party or parties
to an agreement, or (vi) pursuant to any agreement to purchase, repurchase or
otherwise acquire any obligation or any property constituting security therefor,
to provide funds for the payment or discharge of such obligation or to maintain
the solvency, financial condition or any balance sheet item or level of income
of another. The amount of any Contingent Obligation shall be equal to the amount
of the obligation so guaranteed or otherwise supported or, if not a fixed and
determined amount, the maximum amount so guaranteed.

                  "Contractual Obligations" means, as applied to any Person, any
indenture, mortgage, deed of trust, contract, undertaking, agreement or other
instrument to which that Person is a party or by which it or any of its
properties is bound or to which it or any of its properties is subject including
the Related Transactions Documents.

                  "Copyright License" means any and all rights nor owned or
hereafter acquired by any Credit Party under any written agreement granting any
right to use any Copyright or Copyright registration.

                  "Copyright Security Agreements" means the Copyright Security
Agreements made in favor of Agent, on behalf of itself and Lenders, by each
applicable Credit Party.

                  "Copyrights" means all of the following now owned or hereafter
created or acquired by any Credit Party: (a) all copyrights and General
Intangibles of like nature (whether registered or unregistered), all
registrations and recordings thereof, and all applications in connection
therewith, including all registrations, recordings and applications in the
United States Copyright Office or in any similar office or agency of the United
States, any state or territory thereof, or any other country or any political
subdivision thereof; and (b) all reissues, extensions or renewals thereof.

                  "Credit Parties" means Holdings, Borrowers, and each of their
respective Subsidiaries and each other Person who executes this Agreement as a
"Credit Party" or a Guaranty or who grants a Lien on all or part of its assets
to secure all of part of the Obligations.

                                 Attachment 3.6
                                     Page 92

<PAGE>

                  "Current Assets" means, with respect to any Person, all
current assets of such Person as of any date of determination calculated in
accordance with GAAP, but excluding cash, cash equivalents and debts due from
Affiliates.

                  "Current Liabilities" means, with respect to any Person, all
liabilities that should, in accordance with GAAP, be classified as current
liabilities, and in any event shall include all Indebtedness payable on demand
or within one year from any date of determination without any option on the part
of the obligor to extend or renew beyond such year, all accruals for federal or
other taxes based on or measured by income and payable within such year, but
excluding the current portion of long-term debt required to be paid within one
year and the aggregate outstanding principal balances of the Revolving Loan and
the Swing Line Loan.

                  "Default" means any event that, with the passage of time or
notice or both, would, unless cured or waived, become an Event of Default.

                  "Default Rate" has the meaning ascribed to it in Section
1.2(d).

                  "Disbursement Account" has the meaning ascribed to it in
Section 1.1(e).

                  "Disclosure Schedules" means the Schedules prepared by
Borrowers and denominated as Schedules 1.1(a) through 5.18 in the index to the
Agreement.

                  "Documents" means any "document," as such term is defined in
the Code, including electronic documents, now owned or hereafter acquired by any
Credit Party, wherever located.

                  "Dollars" or "$" means lawful currency of the United States of
America.

                  "EBITDA" has the meaning ascribed to it in Section 4.3 of
Schedule 1 to Exhibit 4.8(o).

                  "Eligible Accounts" has the meaning ascribed to it in Schedule
1 to Exhibit 4.8(d).

                  "Eligible Inventory" has the meaning ascribed to it in
Schedule 1 to Exhibit 4.8(d).

                  "Environmental Laws" means all applicable federal, state,
local and foreign laws, statutes, ordinances, codes, rules, standards and
regulations, now or hereafter in effect, and any applicable judicial or
administrative interpretation thereof, including any applicable judicial or
administrative order, consent decree, order or judgment, imposing liability or
standards of conduct for or relating to the regulation and protection of human
health, safety, the environment and natural resources (including ambient air,
surface water, groundwater, wetlands, land surface or subsurface strata,
wildlife, aquatic species and vegetation). Environmental Laws include the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980
(42 U.S.C. Sections 9601 et seq.) ("CERCLA"); the Hazardous Materials

                                Attachment 3.6
                                    Page 93

<PAGE>

Transportation Authorization Act of 1994 (49 U.S.C.Sections 5101 et seq.); the
Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C.Sections 136 et
seq.); the Solid Waste Disposal Act (42 U.S.C.Sections 6901 et seq.); the Toxic
Substance Control Act (15 U.S.C.Sections 2601 et seq.); the Clean Air Act (42
U.S.C.Sections 7401 et seq.); the Federal Water Pollution Control Act (33
U.S.C.Sections 1251 et seq.); the Occupational Safety and Health Act (29
U.S.C.Sections 651 et seq.); and the Safe Drinking Water Act (42 U.S.C.Sections
300(f) et seq.), and any and all regulations promulgated thereunder, and all
analogous state, local and foreign counterparts or equivalents and any transfer
of ownership notification or approval statutes.

                  "Environmental Liabilities" means, with respect to any Person,
all liabilities, obligations, responsibilities, response, remedial and removal
costs, investigation and feasibility study costs, capital costs, operation and
maintenance costs, losses, damages, punitive damages, property damages, natural
resource damages, consequential damages, treble damages, costs and expenses
(including all reasonable fees, disbursements and expenses of counsel, experts
and consultants), fines, penalties, sanctions and interest incurred as a result
of or related to any claim, suit, action, investigation, proceeding or demand by
any Person, whether based in contract, tort, implied or express warranty, strict
liability, criminal or civil statute or common law, including any arising under
or related to any Environmental Laws, Environmental Permits, or in connection
with any Release or threatened Release or presence of a Hazardous Material
whether on, at, in, under, from or about or in the vicinity of any real or
personal property.

                  "Environmental Permits" means all permits, licenses,
authorizations, certificates, approvals or registrations required by any
Governmental Authority under any Environmental Laws.

                  "Equipment" means all "equipment," as such term is defined in
the Code, now owned or hereafter acquired by any Credit Party, wherever located
and, in any event, including all such Credit Party's machinery and equipment,
including processing equipment, conveyors, machine tools, data processing and
computer equipment, including embedded software and peripheral equipment and all
engineering, processing and manufacturing equipment, office machinery,
furniture, materials handling equipment, tools, attachments, accessories,
automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor
vehicles, rolling stock and other equipment of every kind and nature, trade
fixtures and fixtures not forming a part of real property, together with all
additions and accessions thereto, replacements therefor, all parts therefor, all
substitutes for any of the foregoing, fuel therefor, and all manuals, drawings,
instructions, warranties and rights with respect thereto, and all products and
proceeds thereof and condemnation awards and insurance proceeds with respect
thereto.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any regulations promulgated thereunder.

                  "ERISA Affiliate" means, with respect to any Credit Party, any
trade or business (whether or not incorporated) that, together with such Credit
Party, are treated as a single employer within the meaning of Sections 414(b),
(c), (m) or (o) of the IRC.

                                Attachment 3.6
                                    Page 94

<PAGE>

                  "ERISA Event" means, with respect to any Credit Party or any
ERISA Affiliate, (a) any event described in Section 4043(c) of ERISA with
respect to a Title IV Plan; (b) the withdrawal of any Credit Party or ERISA
Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan
year in which it was a substantial employer, as defined in Section 4001(a)(2) of
ERISA; (c) the complete or partial withdrawal of any Credit Party or any ERISA
Affiliate from any Multiemployer Plan; (d) the filing of a notice of intent to
terminate a Title IV Plan or the treatment of a plan amendment as a termination
under Section 4041 of ERISA; (e) the institution of proceedings to terminate a
Title IV Plan or Multiemployer Plan by the PBGC; (f) the failure by any Credit
Party or ERISA Affiliate to make when due required contributions to a
Multiemployer Plan or Title IV Plan unless such failure is cured within thirty
(30) days; (g) any other event or condition that might reasonably be expected to
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan
or for the imposition of liability under Section 4069 or 4212(c) of ERISA; (h)
the termination of a Multiemployer Plan under Section 4041A of ERISA or the
reorganization or insolvency of a Multiemployer Plan under Section 4241 or 4245
of ERISA; or (i) the loss of a Qualified Plan's qualification or tax exempt
status; or (j) the termination of a Plan described in Section 4064 of ERISA.

                  "ESOP" means a Plan that is intended to satisfy the
requirements of Section 4975(e)(7) of the IRC.

                  "Event of Default" has the meaning ascribed to it in Section
6.1.

                  "Excess Cash Flow" has the meaning ascribed to it in Schedule
2 to Exhibit 4.8(o).

                  "Existing Letters of Credit" means the letters of credit
issued by Bank of America, N.A. and identified in paragraph 1 of Schedule 3.4.

                  "Extrusion Masters" has the meaning ascribed to it in the
preamble to the Agreement.

                  "Fair Labor Standards Act" means the Fair Labor Standards Act,
29 U.S.C. Section 201 et seq.

                  "Federal Funds Rate" means, for any day, a floating rate equal
to the weighted average of the rates on overnight federal funds transactions
among members of the Federal Reserve System, as determined by Agent in its sole
discretion, which determination shall be final, binding and conclusive (absent
manifest error).

                  "Federal Reserve Board" means the Board of Governors of the
Federal Reserve System.

                  "Fees" means any and all fees payable to Agent or any Lender
pursuant to the Agreement or any of the other Loan Documents.

                                Attachment 3.6
                                    Page 95

<PAGE>

                  "Financial Statements" means the consolidated income
statements, statements of cash flows and balance sheets of Holdings, Borrowers
and their Subsidiaries delivered in accordance with Section 4.8.

                  "Fiscal Quarter" means any of the quarterly accounting periods
of Borrowers, ending on March 31, June 30, September 30 and December 31 of each
year.

                  "Fiscal Year" means any of the annual accounting periods of
Borrowers ending on December 31 of each year.

                  "Fixed Charges" has the meaning ascribed to it in Section 4.4
of Schedule 1 to Exhibit 4.8(o).

                  "Fixed Charge Coverage Ratio" has the meaning ascribed to it
in Section 4.4 of Schedule 1 to Exhibit 4.8(o).

                  "Fixtures" means all "fixtures" as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party.

                  "Foreign Lender" has the meaning ascribed to it in Section
1.9(c).

                  "Funded Debt" means, with respect to any Person, without
duplication, all Indebtedness for borrowed money evidenced by notes, bonds,
debentures, or similar evidences of Indebtedness, and specifically including
Capital Lease Obligations, current maturities of long-term debt, revolving
credit and short-term debt extendible beyond one year at the option of the
debtor, and also including, in the case of Borrowers, the Obligations (including
Letter of Credit Obligations other than up to $2,000,000 of Letter of Credit
Obligations with respect to Letters of Credit that support Borrowers' worker's
compensation obligations ) and, without duplication, Guaranteed Indebtedness
consisting of guaranties of Funded Debt of other Persons.

                  "Funding Date" has the meaning ascribed to it in Section 7.2.

                  "GAAP" means generally accepted accounting principles in the
United States of America, consistently applied.

                  "GE Capital" has the meaning ascribed to it in the Preamble.

                  "GE Capital Fee Letter" has the meaning ascribed to it in
Section 1.3(a).

                  "General Intangibles" means "general intangibles," as such
term is defined in the Code, now owned or hereafter acquired by any Credit
Party, including all right, title and interest that such Credit Party may now or
hereafter have in or under any Contractual Obligation, all payment intangibles,
customer lists, Licenses, Copyrights, Trademarks, Patents, and all applications
therefor and reissues, extensions or renewals thereof, rights in Intellectual
Property, interests in partnerships, joint ventures and other business
associations, licenses, permits, copyrights, trade secrets, proprietary or
confidential information,

                                Attachment 3.6
                                    Page 96

<PAGE>

inventions (whether or not patented or patentable), technical information,
procedures, designs, knowledge, know-how, software, data bases, data, skill,
expertise, experience, processes, models, drawings, materials and records,
goodwill (including the goodwill associated with any Trademark or Trademark
License), all rights and claims in or under insurance policies (including
insurance for fire, damage, loss and casualty, whether covering personal
property, real property, tangible rights or intangible rights, all liability,
life, key man and business interruption insurance, and all unearned premiums),
uncertificated securities, chooses in action, deposit, checking and other bank
accounts, rights to receive tax refunds and other payments, rights to receive
dividends, distributions, cash, Instruments and other property in respect of or
in exchange for pledged Stock and Investment Property, rights of
indemnification, all books and records, correspondence, credit files, invoices
and other papers, including all tapes, cards, computer runs and other papers and
documents in the possession or under the control of such Credit Party or any
computer bureau or service company from time to time acting for such Credit
Party.

                  "Goods" means any "goods," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, wherever located,
including embedded software to the extent included in "goods" as defined in the
Code, manufactured homes, standing timber that is cut and removed for sale and
unborn young of animals.

                  "Governmental Authority" means any nation or government, any
state or other political subdivision thereof, and any agency, department or
other entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

                  "Guaranteed Indebtedness" means, as to any Person, any
obligation of such Person guaranteeing, providing comfort or otherwise
supporting any Indebtedness, lease, dividend, or other obligation ("primary
obligation") of any other Person (the "primary obligor") in any manner,
including any obligation or arrangement of such Person to (a) purchase or
repurchase any such primary obligation, (b) advance or supply funds (i) for the
purchase or payment of any such primary obligation or (ii) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency or any balance sheet condition of the primary obligor, (c)
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation, (d) protect the beneficiary of such
arrangement from loss (other than product warranties given in the ordinary
course of business) or (e) indemnify the owner of such primary obligation
against loss in respect thereof. The amount of any Guaranteed Indebtedness at
any time shall be deemed to be an amount equal to the lesser at such time of (x)
the stated or determinable amount of the primary obligation in respect of which
such Guaranteed Indebtedness is incurred and (y) the maximum amount for which
such Person may be liable pursuant to the terms of the instrument embodying such
Guaranteed Indebtedness, or, if not stated or determinable, the maximum
reasonably anticipated liability (assuming full performance) in respect thereof.

                                 Attachment 3.6
                                     Page 97

<PAGE>

                  "Guaranties" means, collectively, the Holdings Guaranty and
any other guaranty executed by any Guarantor in favor of Agent and Lenders in
respect of the Obligations.

                  "Guarantor Payment" has the meaning ascribed to it on Section
10.7.

                  "Guarantors" means Holdings and each other Person, if any,
that executes a guaranty or other similar agreement in favor of Agent, for
itself and the ratable benefit of Lenders, in connection with the transactions
contemplated by the Agreement and the other Loan Documents.

                  "Hazardous Material" means any substance, material or waste
that is regulated by, or forms the basis of liability now or hereafter under,
any Environmental Laws, including any material or substance that is (a) defined
as a "solid waste," "hazardous waste," "hazardous material," "hazardous
substance," "extremely hazardous waste," "restricted hazardous waste,"
"pollutant," "contaminant," "hazardous constituent," "special waste," "toxic
substance" or other similar term or phrase under any Environmental Laws, or (b)
petroleum or any fraction or by-product thereof, asbestos, polychlorinated
biphenyls (PCB's), or any radioactive substance.

                  "Heller Credit Agreement" means the Credit Agreement dated as
of February 22, 1993 between Holdings and Heller Financial, Inc., as Agent and
as a Lender, as amended and modified.

                  "Holdings" has the meaning ascribed thereto in the recitals to
the Agreement.

                  "Holdings Guaranty" means the guaranty of even date herewith
executed by Holdings in favor of Agent, on behalf of itself and Lenders.

                  "Indebtedness" means, with respect to any Person, without
duplication (a) all indebtedness of such Person for borrowed money or for the
deferred purchase price of property payment for which is deferred six (6) months
or more, but excluding obligations to trade creditors incurred in the ordinary
course of business that are unsecured and not overdue by more than six (6)
months unless being contested in good faith, (b) all reimbursement and other
obligations with respect to letters of credit, bankers' acceptances and surety
bonds, whether or not matured, (c) all obligations evidenced by notes, bonds,
debentures or similar instruments, (d) all indebtedness created or arising under
any conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (e) all Capital Lease Obligations and the present
value (discounted at the Index Rate as in effect on the Closing Date) of future
rental payments under all synthetic leases, (f) all obligations of such Person
under commodity purchase or option agreements or other commodity price hedging
arrangements, in each case whether contingent or matured, (g) all obligations of
such Person under any foreign exchange contract, currency swap agreement,
interest rate swap, cap or collar agreement or other similar agreement or
arrangement designed to alter the risks of that Person arising from

                                 Attachment 3.6
                                     Page 98

<PAGE>

fluctuations in currency values or interest rates, in each case whether
contingent or matured, (h) all Indebtedness referred to above secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien upon or in property or other assets
(including accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness,
(i) "earnouts" and similar payment obligations, and (j) the Obligations.

                  "Indemnitees" has the meaning ascribed to it in Section 9.1.

                  "Index Rate" means, for any day, a floating rate equal to the
higher of (i) the rate publicly quoted from time to time by The Wall Street
Journal as the "base rate on corporate loans posted by at least seventy-five
percent (75%) of the nation's 30 largest banks" (or, if The Wall Street Journal
ceases quoting a base rate of the type described, the highest per annum rate of
interest published by the Federal Reserve Board in Federal Reserve statistical
release H.15 (519) entitled "Selected Interest Rates" as the Bank prime loan
rate or its equivalent), and (ii) the Federal Funds Rate plus 50 basis points
per annum. Each change in any interest rate provided for in the Agreement based
upon the Index Rate shall take effect at the time of such change in the Index
Rate.

                  "Index Rate Loan" means a Loan or portion thereof bearing
interest by reference to the Index Rate.

                  "Injection Molding" has the meaning ascribed to it in the
preamble to the Agreement.

                  "Instruments" means all "instruments," as such term is defined
in the Code, now owned or hereafter acquired by any Credit Party, wherever
located, and, in any event, including all certificated securities, all
certificates of deposit, and all promissory notes and other evidences of
indebtedness, other than instruments that constitute, or are a part of a group
of writings that constitute, Chattel Paper.

                  "Intellectual Property" means any and all Licenses, Patents,
Copyrights, Trademarks, and the goodwill associated with such Trademarks.

                  "Interest Coverage Ratio" has the meaning ascribed to it in
Section 4.5 of Schedule 1 to Exhibit 4.8(o).

                  "Interest Expense" has the meaning ascribed to it in Section
4.4 of Schedule 1 to Exhibit 4.8(o).

                  "Interest Payment Date" means (a) as to any Index Rate Loan,
the first Business Day of each month to occur while such Loan is outstanding,
and (b) as to any LIBOR Loan, the last day of the applicable LIBOR Period;
provided, that in the case of any LIBOR Period greater than three months in
duration, interest shall be payable at three month intervals and on the last day
of such LIBOR Period; and provided further that, in addition to the foregoing,
each of (x) the date upon which all of the Commitments have been terminated and
the Loans have been paid in full and (y) the Commitment Termination Date shall
be

                                Attachment 3.6
                                     Page 99

<PAGE>

deemed to be an "Interest Payment Date" with respect to any interest that has
then accrued under the Agreement.

                  "Inventory" means any "inventory," as such term is defined in
the Code, now owned or hereafter acquired by any Credit Party, wherever located,
including inventory, merchandise, goods and other personal property that are
held by or on behalf of any Credit Party for sale or lease or are furnished or
are to be furnished under a contract of service, or that constitute raw
materials, work in process, finished goods, returned goods, supplies or
materials of any kind, nature or description used or consumed or to be used or
consumed in such Credit Party's business or in the processing, production,
packaging, promotion, delivery or shipping of the same, including all supplies
and embedded software.

                  "Investment" means (i) any direct or indirect purchase or
other acquisition by Borrowers or any of their Subsidiaries of any Stock, or
other ownership interest in, or the obligations of, any other Person, and (ii)
any direct or indirect loan, advance or capital contribution by Borrowers or any
of their Subsidiaries to any other Person, including all indebtedness and
accounts receivable from that other Person that are not current assets or did
not arise from sales to that other Person in the ordinary course of business.
The amount of any Investment shall be the original cost of such Investment plus
the cost of all additions thereto, without any adjustments for increases or
decreases in value, or write-ups, write-downs or write-offs with respect to such
Investment.

                  "Investment Property" means all "investment property," as such
term is defined in the Code, now owned or hereafter acquired by any Credit
Party, wherever located, including: (i) all securities, whether certificated or
uncertificated, including stocks, bonds, interests in limited liability
companies, partnership interests, treasuries, certificates of deposit, and
mutual fund shares; (ii) all securities entitlements of any Credit Party,
including the rights of such Credit Party to any securities account and the
financial assets held by a securities intermediary in such securities account
and any free credit balance or other money owing by any securities intermediary
with respect to that account; (iii) all securities accounts of any Credit Party;
(iv) all commodity contracts of any Credit Party; and (v) all commodity accounts
held by any Credit Party.

                  "IRC" means the Internal Revenue Code of 1986, as amended, and
all regulations promulgated thereunder.

                  "IRS" means the Internal Revenue Service.

                  "L/C Issuer" means any Revolving Lender or a Subsidiary
thereof or a bank or other legally authorized Person selected by or acceptable
to Agent in its reasonable discretion that has agreed in writing to be an L/C
Issuer hereunder, in such Person's capacity as an issuer of Letters of Credit
hereunder.

                  "L/C Sublimit" has the meaning ascribed to it in Section
1.1(d).

                                 Attachment 3.6
                                    Page 100

<PAGE>

                  "Lenders" means GE Capital, the other Lenders named on the
signature pages of the Agreement, and, if any such Lender shall assign all or
any portion of the Obligations, such term shall include any assignee of such
Lender.

                  "Letters of Credit" means documentary or standby letters of
credit issued for the account of a Borrower by L/C Issuers, and bankers'
acceptances issued by Borrowers, for which Agent and Lenders have incurred
Letter of Credit Obligations.

                  "Letter of Credit Fee" has the meaning ascribed to it in
Section 1.3(c).

                  "Letter of Credit Obligations" means all outstanding
obligations incurred by Agent and Lenders at the request of Borrower
Representative, whether direct or indirect, contingent or otherwise, due or not
due, in connection with the issuance of Letters of Credit by L/C Issuers or the
purchase of a participation as set forth in Section 1.1(d) with respect to any
Letter of Credit. The amount of such Letter of Credit Obligations shall equal
the maximum amount that may be payable by Agent and Lenders thereupon or
pursuant thereto.

                  "Leverage Ratio" has the meaning ascribed to it in Section 4.6
of Schedule 1 to Exhibit 4.8(o).

                  "LIBOR Breakage Fee" means an amount equal to the amount of
any losses, expenses, liabilities (including, without limitation, any loss
(including interest paid) and lost opportunity cost in connection with the
re-employment of such funds) that any Lender may sustain as a result of (i) any
default by any Borrower in making any borrowing of, conversion into or
continuation of any LIBOR Loan following Borrower Representative's delivery to
Agent of any LIBOR Loan request in respect thereof or (ii) any payment of a
LIBOR Loan on any day that is not the last day of the LIBOR Period applicable
thereto (regardless of the source of such prepayment and whether voluntary, by
acceleration or otherwise). For purposes of calculating amounts payable to a
Lender under Section 1.3(e), each Lender shall be deemed to have actually funded
its relevant LIBOR Loan through the purchase of a deposit bearing interest at
LIBOR in an amount equal to the amount of that LIBOR Loan and having a maturity
and repricing characteristics comparable to the relevant LIBOR Period; provided,
however, that each Lender may fund each of its LIBOR Loans in any manner it sees
fit, and the foregoing assumption shall be utilized only for the calculation of
amounts payable under Section 1.3(e).

                  "LIBOR Business Day" means a Business Day on which banks in
the City of London are generally open for interbank or foreign exchange
transactions.

                  "LIBOR Loans" means a Loan or any portion thereof bearing
interest by reference to the LIBOR Rate.

                  "LIBOR Period" means, with respect to any LIBOR Loan, each
period commencing on a LIBOR Business Day selected by Borrower Representative
pursuant to the Agreement and ending one, two, three or six months thereafter,
as selected by Borrower

                                Attachment 3.6
                                    Page 101

<PAGE>

Representative's irrevocable notice to Agent as set forth in Section 1.2(e);
provided, that the foregoing provision relating to LIBOR Periods is subject to
the following:

                  (a)      if any LIBOR Period would otherwise end on a day that
         is not a LIBOR Business Day, such LIBOR Period shall be extended to the
         next succeeding LIBOR Business Day unless the result of such extension
         would be to carry such LIBOR Period into another calendar month in
         which event such LIBOR Period shall end on the immediately preceding
         LIBOR Business Day;

                  (b)      any LIBOR Period that would otherwise extend beyond
         the date set forth in clause (a) of the definition of "Commitment
         Termination Date" shall end two (2) LIBOR Business Days prior to such
         date;

                  (c)      any LIBOR Period that begins on the last LIBOR
         Business Day of a calendar month (or on a day for which there is no
         numerically corresponding day in the calendar month at the end of such
         LIBOR Period) shall end on the last LIBOR Business Day of a calendar
         month;

                  (d)      Borrower Representative shall select LIBOR Periods so
         as not to require a payment or prepayment of any LIBOR Loan during a
         LIBOR Period for such Loan;

                  (e)      Borrower Representative shall select LIBOR Periods so
         that there shall be no more than 8 separate LIBOR Loans in existence at
         any one time; and

                  (f)      no LIBOR Period may be selected for any portion of
         the Term Loans if a Scheduled Installment for such Term Loan is payable
         during such LIBOR Period and the portion of such Term Loan which
         constitutes an Index Rate Loan does not equal or exceed the amount of
         such Scheduled Installment.

                  "LIBOR Rate" means for each LIBOR Period, a rate of interest
determined by Agent equal to:

                  (a)      the offered rate for deposits in United States
         Dollars for the applicable LIBOR Period that appears on Telerate Page
         3750 as of 11:00 a.m. (London time), on the second full LIBOR Business
         Day next preceding the first day of such LIBOR Period (unless such date
         is not a Business Day, in which event the next succeeding Business Day
         will be used); divided by

                  (b)      a number equal to 1.0 minus the aggregate (but
         without duplication) of the rates (expressed as a decimal fraction) of
         reserve requirements in effect on the day that is two (2) LIBOR
         Business Days prior to the beginning of such LIBOR Period (including
         basic, supplemental, marginal and emergency reserves under any
         regulations of the Federal Reserve Board or other Governmental
         Authority having jurisdiction with respect thereto, as now and from
         time to time in effect) for Eurocurrency funding (currently referred to
         as "Eurocurrency Liabilities" in

                                 Attachment 3.6
                                    Page 102

<PAGE>

         Regulation D of the Federal Reserve Board that are required to be
         maintained by a member bank of the Federal Reserve System.

                  If such interest rates shall cease to be available from
Telerate News Service, the LIBOR Rate shall be determined from such financial
reporting service or other information as shall be available to Agent.

                  "License" means any Copyright License, Patent License,
Trademark License or other license of rights or interests now held or hereafter
acquired by any Credit Party.

                  "Lien" means any mortgage or deed of trust, pledge,
hypothecation, assignment, deposit arrangement, lien, charge, claim, security
interest, easement or encumbrance, or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including any lease or title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing
of, or agreement to give, any financing statement perfecting a security interest
under the Code or comparable law of any jurisdiction).

                  "Litigation" has the meaning ascribed to it in Section 4.8(k).

                  "Loan Account" has the meaning ascribed to it in Section 1.7.

                  "Loan Documents" means the Agreement, the Notes, the
Collateral Documents, the GE Capital Fee Letter and all other agreements,
instruments, documents and certificates identified in the Closing Checklist
executed and delivered to, or in favor of, Agent or any Lenders and including
all other pledges, powers of attorney, consents, assignments, contracts,
notices, and all other written matter whether heretofore, now or hereafter
executed by or on behalf of any Credit Party, or any employee of any Credit
Party, and delivered to Agent or any Lender in connection with the Agreement or
the transactions contemplated thereby. Any reference in the Agreement or any
other Loan Document to a Loan Document shall include all appendices, exhibits or
schedules thereto, and all amendments, restatements, supplements or other
modifications thereto, and shall refer to the Agreement or such Loan Document as
the same may be in effect at any and all times such reference becomes operative.

                  "Loans" means the Revolving Loan, the Swing Line Loan and the
Term Loan(s).

                  "Management Agreement" means the Management Agreement dated as
of January 1, 1998 between Holdings and Trivest, Inc., as the same may be
amended, restated or replaced in accordance with the proviso to Section 3.5(c)
and which restated or replacement agreement may be with Trivest Partners, L.P.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, assets, operations, prospects or financial or other condition
of the Credit Parties taken as a whole, (b) Borrowers' ability to pay any of the
Loans or any of the other Obligations in accordance with the terms of the
Agreement, (c) the Collateral or Agent's Liens, on behalf of

                                Attachment 3.6
                                    Page 103

<PAGE>

itself and Lenders, on the Collateral or the priority of such Liens, or (d)
Agent's or any Lender's rights and remedies under the Agreement and the other
Loan Documents.

                  "Maximum Amount" means, as of any date of determination, an
amount equal to the Revolving Loan Commitment of all Lenders as of that date.

                  "Maximum Lawful Rate" has the meaning ascribed to it in
Section 1.2(f).

                  "Moody's" means Moody's Investor's Services, Inc.

                  "Mortgages" means each of the mortgages, deeds of trust,
leasehold mortgages, leasehold deeds of trust, collateral assignments of leases
or other real estate security documents delivered by any Credit Party to Agent
on behalf of itself and Lenders with respect to the Real Estate.

                  "Multiemployer Plan" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA, and to which any Credit Party or ERISA Affiliate
is making, is obligated to make or has made or been obligated to make,
contributions on behalf of participants who are or were employed by any of them.

                  "Net Proceeds" means cash proceeds received by Borrowers or
any of their Subsidiaries from any Asset Disposition (including insurance
proceeds, awards of condemnation, and payments under notes or other debt
securities received in connection with any Asset Disposition), net of (a) the
costs of such Asset Disposition (including taxes attributable to such sale,
lease or transfer) and (b) amounts applied to repayment of Indebtedness (other
than the Obligations) secured by a Lien on the asset or property disposed.

                  "Non-Consenting Lender" has the meaning ascribed to it in
Section 9.19(c).

                  "Non-Funding Lender" has the meaning ascribed to it in Section
8.5(a).

                  "Notes" means, collectively, the Revolving Notes, the Swing
Line Note and the Term Notes.

                  "Notice of Conversion/Continuation" has the meaning ascribed
to it in Section 1.2(e).

                  "Notice of Revolving Credit Advance" has the meaning ascribed
to it in Section 1.1(b).

                  "Obligations" means all loans, advances, debts, liabilities
and obligations, for the performance of covenants, tasks or duties or for
payment of monetary amounts (whether or not such performance is then required or
contingent, or such amounts are liquidated or determinable), including
obligations pursuant to Letter of Credit Obligations, owing by any Credit Party
to Agent or any Lender, and all covenants and duties regarding such amounts, of
any kind or nature, present or future, whether or not evidenced by any note,
agreement or

                                 Attachment 3.6
                                    Page 104

<PAGE>

other instrument, arising under the Agreement or any of the other Loan
Documents. This term includes all principal, interest (including all interest
that accrues after the commencement of any case or proceeding by or against any
Credit Party in bankruptcy, whether or not allowed in such case or proceeding),
Fees, Charges, expenses, attorneys' fees and any other sum chargeable to any
Credit Party under the Agreement or any of the other Loan Documents.

                  "Other Lender" has the meaning ascribed to it in Section
8.5(d).

                  "Overadvance" has the meaning ascribed to it in Section
1.1(b).

                  "Patent License" means rights under any written agreement now
owned or hereafter acquired by any Credit Party granting any right with respect
to any invention on which a Patent is in existence.

                  "Patent Security Agreements" means the Patent Security
Agreements made in favor of Agent, on behalf of itself and Lenders, by each
applicable Credit Party.

                  "Patents" means all of the following in which any Credit Party
now holds or hereafter acquires any interest: (a) all letters patent of the
United States or any other country, all registrations and recordings thereof,
and all applications for letters patent of the United States or of any other
country, including registrations, recordings and applications in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any State or any other country, and (b) all reissues,
continuations, continuations-in-part or extensions thereof.

                  "PBGC" means the Pension Benefit Guaranty Corporation.

                  "Pension Plan" means a Plan described in Section 3(2) of
ERISA.

                  "Permitted Encumbrances" means the following encumbrances: (a)
Liens for taxes or assessments or other governmental Charges not yet delinquent;
(b) pledges or deposits of money securing statutory obligations under workmen's
compensation, unemployment insurance, social security or public liability laws
or similar legislation (excluding Liens under ERISA); (c) pledges or deposits of
money securing bids, tenders, contracts (other than contracts for the payment of
money) or leases to which any Credit Party is a party as lessee made in the
ordinary course of business; (d) inchoate and unperfected workers', mechanics'
or similar liens arising in the ordinary course of business, so long as such
Liens attach only to Equipment, Fixtures and/or Real Estate; (e) carriers',
warehousemen's, suppliers' or other similar possessory liens arising in the
ordinary course of business and securing liabilities in an outstanding aggregate
amount not in excess of $500,000 at any time, so long as such Liens attach only
to Inventory; (f) deposits securing, or in lieu of, surety, appeal or customs
bonds in proceedings to which any Credit Party is a party; (g) any attachment or
judgment lien not constituting an Event of Default under Section 6.1; (h) zoning
restrictions, easements, licenses, or other restrictions on the use of any Real
Estate or other minor irregularities in title (including leasehold title)
thereto, so long

                                 Attachment 3.6
                                    Page 105

<PAGE>

as the same do not materially impair the use, value, or marketability of such
Real Estate; (i) presently existing or hereafter created Liens in favor of
Agent, on behalf of Lenders; (j) Liens existing on the date hereof and renewal,
and extensions thereof which Liens are set forth on Schedule 3.2; and (k) Liens
securing Indebtedness permitted by Section 3.1(d), provided that the Liens
attach only to the assets financed by such Indebtedness.

                  "Person" means any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated organization, association,
corporation, limited liability company, institution, public benefit corporation,
other entity or government (whether federal, state, county, city, municipal,
local, foreign, or otherwise, including any instrumentality, division, agency,
body or department thereof).

                  "Pierce Plastics" has the meaning ascribed to it in the
preamble to the Agreement.

                  "Plan" means, at any time, an "employee benefit plan," as
defined in Section 3(3) of ERISA, that any Credit Party or ERISA Affiliate
maintains, contributes to or has an obligation to contribute to on behalf of
participants who are or were employed by any Credit Party.

                  "Pledge Agreements" means the Borrowers Stockholders Pledge
Agreement and any other pledge agreement entered into after the Closing Date by
any Credit Party.

                  "Prior Lender Obligations" means all obligations of Holdings
and Borrowers under or in connection with (a) the Credit Agreement, dated as of
February 22, 1993, between Holdings and Heller Financial, Inc., as Agent and
Lender, as amended, (b) the 11% Senior Notes due 2003, issued by Holdings, and
(c) the GECC Term Loan (as defined in the Consent and Twentieth Amendment to the
Credit Agreement referred in clause (a) of this definition.

                  "Pro Forma" means the unaudited consolidated and consolidating
balance sheets of Holdings, Borrowers and their Subsidiaries prepared in
accordance with GAAP as of the Closing Date after giving effect to the Related
Transactions. The Pro Forma is annexed hereto as Annex D.

                  "Pro Rata Share" means with respect to all matters relating to
any Lender (a) with respect to the Revolving Loan, the percentage obtained by
dividing (i) the Revolving Loan Commitment of that Lender by (ii) the aggregate
Revolving Loan Commitments of all Lenders, (b) with respect to any Term Loan,
the percentage obtained by dividing (i) the applicable Term Loan Commitment of
that Lender by (ii) the aggregate applicable Term Loan Commitments of all
Lenders, (c) with respect to all Loans, the percentage obtained by dividing (i)
the aggregate Commitments of that Lender by (ii) the aggregate Commitments of
all Lenders, and (d) with respect to all Loans on and after the Commitment
Termination Date, the percentage obtained by dividing (i) the aggregate
outstanding principal balance of the Loans held by that Lender, by (ii) the
outstanding principal balance of the Loans held by all Lenders, as any such
percentages may be adjusted by assignments pursuant to Section 8.1.

                                 Attachment 3.6
                                    Page 106

<PAGE>

                  "Projections" means Holdings forecasted consolidated: (a)
balance sheets; (b) profit and loss statements; and (c) cash flow statements, in
a form consistent with the historical Financial Statements of Borrowers and the
projections delivered under the Heller Credit Agreement.

                  "Proposed Change" has the meaning ascribed to it in Section
9.19(c).

                  "Qualified Assignee" means (a) any Lender, any Affiliate of
any Lender and, with respect to any Lender that is an investment fund that
invests in commercial loans, any other investment fund that invests in
commercial loans and that is managed or advised by the same investment advisor
as such Lender or by an Affiliate of such investment advisor, and (b) any
commercial bank, savings and loan association or savings bank or any other
entity which is an "accredited investor" (as defined in Regulation D under the
Securities Act of 1933) which extends credit or buys loans as one of its
businesses, including insurance companies, mutual funds, lease financing
companies and commercial finance companies, in each case, which has a rating of
BBB or higher from S&P and a rating of Baa2 or higher from Moody's at the date
that it becomes a Lender and which, through its applicable lending office, is
capable of lending to Borrowers without the imposition of any withholding or
similar taxes; provided, that no Person or Affiliate of such Person (other than
a Person that is already a Lender) holding Subordinated Debt or Stock issued by
any Credit Party shall be a Qualified Assignee.

                  "Qualified Plan" means a Pension Plan that is intended to be
tax-qualified under Section 401(a) of the IRC.

                  "Real Estate" has the meaning ascribed to it in Section 5.12.

                  "Refinancing" means the repayment in full by Borrowers of the
Prior Lender Obligations on the Closing Date.

                  "Refunded Swing Line Loan" has the meaning ascribed to it in
Section 1.1(c)(iii).

                  "Related Transactions" means the initial borrowing under the
Revolving Loan and the Term Loans on the Closing Date, the Refinancing, the
payment of all Fees, costs and expenses associated with all of the foregoing and
the execution and delivery of all of the Related Transactions Documents.

                  "Related Transactions Documents" means the Loan Documents and
all other agreements or instruments executed in connection with the Related
Transactions.

                  "Release" means any release, threatened release, spill,
emission, leaking, pumping, pouring, emitting, emptying, escape, injection,
deposit, disposal, discharge, dispersal, dumping, leaching or migration of
Hazardous Material in the indoor or outdoor environment, including the movement
of Hazardous Material through or in the air, soil, surface water, ground water
or property.

                                 Attachment 3.6
                                    Page 107

<PAGE>

                  "Replacement Lender" has the meaning ascribed to it in Section
9.19(a).

                  "Requisite Lenders" means Lenders having (a) more than fifty
percent (50%) of the Commitments of all Lenders, or (b) if the Commitments have
been terminated, more than fifty percent (50%) of the aggregate outstanding
amount of the Loans.

                  "Requisite Revolving Lenders" means Lenders having (a) more
than fifty percent (50%) of the Revolving Loan Commitments of all Lenders, or
(b) if the Revolving Loan Commitments have been terminated, more than fifty
percent (50%) of the aggregate outstanding amount of the Revolving Loan (with
the Swing Line Loan being attributed to the Lender making such Loan).

                  "Reserves" means, with respect to the Borrowing Base (a)
reserves established by Agent from time to time against Eligible Accounts and
Eligible Inventory pursuant to Exhibit 4.8(d) and (b) such other reserves
against Eligible Accounts, Eligible Inventory or Borrowing Availability that
Agent may, in its reasonable credit judgment, establish from time to time.
Without limiting the generality of the foregoing, Reserves established to ensure
the payment of accrued Interest Expenses or Indebtedness shall be deemed to be a
reasonable exercise of Agent's credit judgment.

                  "Resin Contracts" means the contracts for the supply of resin
entered into by Borrowers and/or Holdings following the Closing Date in form and
substance reasonably satisfactory to Agent with each of Exxon Mobil Chemical
Company, Equistar Chemicals, LP and the Dow Chemical Company.

                  "Restricted Payment" means, with respect to any Credit Party
(a) the declaration or payment of any dividend or the incurrence of any
liability to make any other payment or distribution of cash or other property or
assets in respect of Stock; (b) any payment on account of the purchase,
redemption, defeasance, sinking fund or other retirement of such Credit Party's
Stock or any other payment or distribution made in respect thereof, either
directly or indirectly; (c) any payment or prepayment of principal of, premium,
if any, or interest, fees or other charges on or with respect to, and any
redemption, purchase, retirement, defeasance, sinking fund or similar payment
and any claim for rescission with respect to, any Subordinated Debt; (d) any
payment made to redeem, purchase, repurchase or retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire Stock
of such Credit Party now or hereafter outstanding; (e) any payment of a claim
for the rescission of the purchase or sale of, or for material damages arising
from the purchase or sale of, any shares of such Credit Party's Stock or of a
claim for reimbursement, indemnification or contribution arising out of or
related to any such claim for damages or rescission; (f) any payment, loan,
contribution, or other transfer of funds or other property to any Stockholder of
such Credit Party other than payment of compensation in the ordinary course of
business to Stockholders who are employees of such Credit Party; and (g) any
payment of management fees (or other fees of a similar nature) or out-of-pocket
expenses in connection therewith by such Credit Party to any Stockholder of such
Credit Party or its Affiliates.

                                 Attachment 3.6
                                    Page 108

<PAGE>

                  "Retiree Welfare Plan" means, at any time, a Welfare Plan that
provides for continuing coverage or benefits for any participant or any
beneficiary of a participant after such participant's termination of employment,
other than continuation coverage provided pursuant to Section 4980B of the IRC
and at the sole expense of the participant or the beneficiary of the
participant.

                  "Revolving Credit Advance" has the meaning ascribed to it in
Section 1.1(b).

                  "Revolving Lenders" means those Lenders having a Revolving
Loan Commitment.

                  "Revolving Loan(s)" means, at any time, the sum of (i) the
aggregate amount of Revolving Credit Advances outstanding to Borrowers
(including Swing Line Advances) plus (ii) the aggregate Letter of Credit
Obligations incurred on behalf of Borrowers. Unless the context otherwise
requires, references to the outstanding principal balance of the Revolving Loan
shall include the outstanding balance of Letter of Credit Obligations.

                  "Revolving Loan Commitment" means (a) as to any Lender, the
commitment of such Lender to make its Pro Rata Share of Revolving Credit
Advances or incur its Pro Rata Share of Letter of Credit Obligations (including,
in the case of the Swing Line Lender, its commitment to make Swing Line Advances
as a portion of its Revolving Loan Commitment) as set forth on Annex B or in the
most recent Assignment Agreement, if any, executed by such Lender and (b) as to
all Lenders, the aggregate commitment of all Lenders to make the Revolving
Credit Advances (including, in the case of the Swing Line Lender, Swing Line
Advances) or incur Letter of Credit Obligations, which aggregate commitment
shall be Thirty-Five Million Dollars ($35,000,000) on the Closing Date, as such
amount may be adjusted, if at all, from time to time in accordance with the
Agreement.

                  "Revolving Notes" has the meaning ascribed to it in Section
1.1(b).

                  "Rigal Plastics" has the meaning ascribed to it in the
preamble to the Agreement.

                  "S&P" means Standard & Poor's Ratings Services, a division of
the McGraw-Hill Companies, Inc.

                  "Scheduled Installments" has the meaning ascribed to it in
Section 1.1(a).

                  "Security Agreement" means the Security Agreement of even date
herewith entered into by and among Agent, on behalf of itself and Lenders, and
each Credit Party that is a signatory thereto.

                  "Settlement Date" has the meaning ascribed to it in Section
8.5(a)(ii).

                  "Software" means all "software" as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, other than software
embedded in any

                                 Attachment 3.6
                                    Page 109

<PAGE>

category of Goods, including all computer programs and all supporting
information provided in connection with a transaction related to any program.

                  "Solvent" means, with respect to any Person on a particular
date, that on such date (a) the fair value of the property of such Person is
greater than the total amount of liabilities, including subordinated and
contingent liabilities, of such Person; (b) the present fair saleable value of
the assets of such Person is not less than the amount that will be required to
pay the probable liability of such Person on its debts and liabilities,
including subordinated and contingent liabilities as they become absolute and
matured; (c) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person's ability to pay as such debts and
liabilities mature; and (d) such Person is not engaged in a business or
transaction, and is not about to engage in a business or transaction, for which
such Person's property would constitute an unreasonably small capital. The
amount of contingent liabilities (such as Litigation, guaranties and pension
plan liabilities) at any time shall be computed as the amount that, in light of
all the facts and circumstances existing at the time, represents the amount that
can be reasonably be expected to become an actual or matured liability.

                  "Statement" has the meaning ascribed to it in Section 4.8(b).

                  "Stock" means all shares, options, warrants, general or
limited partnership interests, membership interests or other equivalents
(regardless of how designated) of or in a corporation, partnership, limited
liability company or equivalent entity whether voting or nonvoting, including
common stock, preferred stock or any other "equity security" (as such term is
defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934).

                  "Stockholder" means, with respect to any Person, each holder
of Stock of such Person.

                  "Subordinated Debt" means any Indebtedness of any Credit Party
subordinated to the Obligations in a manner and form satisfactory to Agent and
Requisite Lenders in their sole discretion, as to right and time of payment and
as to any other rights and remedies thereunder.

                  "Subsidiary" means, with respect to any Person, (a) any
corporation of which an aggregate of more than fifty percent (50%) of the
outstanding Stock having ordinary voting power to elect a majority of the board
of directors of such corporation (irrespective of whether, at the time, Stock of
any other class or classes of such corporation shall have or might have voting
power by reason of the happening of any contingency) is at the time, directly or
indirectly, owned legally or beneficially by such Person or one or more
Subsidiaries of such Person, or with respect to which any such Person has the
right to vote or designate the vote of fifty percent (50%) or more of such Stock
whether by proxy, agreement, operation of law or otherwise, and (b) any
partnership or limited liability company in which such Person and/or one or more
Subsidiaries of such Person shall have an interest (whether in the form of
voting or participation in profits or capital contribution) of

                                 Attachment 3.6
                                    Page 110

<PAGE>

more than fifty percent (50%) or of which any such Person is a general partner
or may exercise the powers of a general partner. Unless the context otherwise
requires, each reference to a Subsidiary shall be a reference to a Subsidiary of
a Borrower.

                  "Supermajority Revolving Lenders" means Lenders having (a)
sixty-six and two-thirds percent (66 2/3%) or more of the Revolving Loan
Commitments of all Lenders, or (b) if the Revolving Loan Commitments have been
terminated, sixty-six and two-thirds percent (66 2/3%) or more of the aggregate
outstanding amount of the Revolving Loan (with the Swing Line Loan being
attributed to the Lender making such Loan).

                  "Swing Line Advance" has the meaning ascribed to it in Section
1.1(c).

                  "Swing Line Availability" has the meaning ascribed to it in
Section 1.1(c).

                  "Swing Line Commitment" means the commitment of the Swing Line
Lender to make Swing Line Advances as set forth on Annex B to the Agreement,
which commitment constitutes a subfacility of the Revolving Loan Commitment of
the Swing Line Lender.

                  "Swing Line Lender" means GE Capital.

                  "Swing Line Loan" means at any time, the aggregate amount of
Swing Line Advances outstanding to Borrowers.

                  "Swing Line Note" has the meaning ascribed to it in Section
1.1(c).

                  "Termination Date" means the date on which (a) the Loans have
been repaid in full, (b) all other Obligations under the Agreement and the other
Loan Documents have been completely discharged (other than unasserted contingent
indemnification obligations), (c) all Letter of Credit Obligations have been
cash collateralized in the amount set forth in Section 1.5(f), cancelled or
backed by standby letters of credit acceptable to Agent and (d) no Borrower
shall have any further right to borrow any monies under the Agreement.

                  "Term Lenders" means those Lenders having Term Loan
Commitments.

                  "Term Loans" has the meaning ascribed to it in Section 1.1(a).

                  "Term Notes" has the meaning ascribed to it in Section 1.1(a).

                  "Term Loan A" has the meaning ascribed to it in Section
1.1(a).

                  "Term Loan B" has the meaning ascribed to it in Section
1.1(a).

                  "Term Loan Commitment" means (a) as to any Lender, the
commitment of such Lender to make its Pro Rata Share of the Term Loans (as set
forth on Annex B) in the maximum aggregate amount set forth in Section 1.1(a) or
in the most recent Assignment Agreement, if any, executed by such Lender and (b)
as to all Lenders, the aggregate commitment of all Lenders to make the Term
Loans. The Term Loan Commitment with

                                 Attachment 3.6
                                    Page 111

<PAGE>

respect to each Term Loan shall reduce automatically by the amount prepaid or
repaid in respect of such Term Loan (but solely by the amount of such prepayment
or repayment allocable to a Lender, for purposes of clause (a) of this
definition).

                  "Title IV Plan" means a Pension Plan (other than a
Multiemployer Plan), that is covered by Title IV of ERISA, and that any Credit
Party or ERISA Affiliate maintains, contributes to or has an obligation to
contribute to on behalf of participants who are or were employed by any of them.

                  "Trademark Security Agreements" means the Trademark Security
Agreements made in favor of Agent, on behalf of itself and Lenders, by each
applicable Credit Party.

                  "Trademark License" means rights under any written agreement
now owned or hereafter acquired by any Credit Party granting any right to use
any Trademark.

                  "Trademarks" means all of the following now owned or hereafter
adopted or acquired by any Credit Party: (a) all trademarks, trade names,
corporate names, business names, trade styles, service marks, logos, internet
domain names, other source or business identifiers, prints and labels on which
any of the foregoing have appeared or appear, designs and general intangibles of
like nature (whether registered or unregistered), all registrations and
recordings thereof, and all applications in connection therewith, including
registrations, recordings and applications in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any
state or territory thereof, or any other country or any political subdivision
thereof; (b) all reissues, extensions or renewals thereof; and (c) all goodwill
associated with or symbolized by any of the foregoing.

                  "Unfunded Pension Liability" means, at any time, the aggregate
amount, if any, of the sum of (a) the amount by which the present value of all
accrued benefits under each Title IV Plan exceeds the fair market value of all
assets of such Title IV Plan allocable to such benefits in accordance with Title
IV of ERISA, all determined as of the most recent valuation date for each such
Title IV Plan using the actuarial assumptions for funding purposes in effect
under such Title IV Plan, and (b) for a period of 5 years following a
transaction which might reasonably be expected to be covered by Section 4069 of
ERISA, the liabilities (whether or not accrued) that could be avoided by any
Credit Party or any ERISA Affiliate as a result of such transaction.

                  "Welfare Plan" means a Plan described in Section 3(l) of
ERISA.

                  Rules of construction with respect to accounting terms used in
the Agreement or the other Loan Documents shall be as set forth or referred to
in this Annex A. All other undefined terms contained in any of the Loan
Documents shall, unless the context indicates otherwise, have the meanings
provided for by the Code to the extent the same are used or defined therein; in
the event that any term is defined differently in different Articles or
Divisions of the Code, the definition contained in Article or Division 9 shall
control. Unless otherwise specified, references in the Agreement or any of the
Appendices to a section, subsection or clause refer to such section, subsection
or clause as contained in the

                                 Attachment 3.6
                                    Page 112

<PAGE>

Agreement. The words "herein," "hereof" and "hereunder" and other words of
similar import refer to the Agreement as a whole, including all Annexes,
Exhibits and Schedules, as the same may from time to time be amended, restated,
modified or supplemented, and not to any particular section, subsection or
clause contained in the Agreement or any such Annex, Exhibit or Schedule.

                  Wherever from the context it appears appropriate, each term
stated in either the singular or plural shall include the singular and the
plural, and pronouns stated in the masculine, feminine or neuter gender shall
include the masculine, feminine and neuter genders. The words "including",
"includes" and "include" shall be deemed to be followed by the words "without
limitation"; the word "or" is not exclusive; references to Persons include their
respective successors and assigns (to the extent and only to the extent
permitted by the Loan Documents) or, in the case of governmental Persons,
Persons succeeding to the relevant functions of such Persons; and all references
to statutes and related regulations shall include any amendments of the same and
any successor statutes and regulations. Whenever any provision in any Loan
Document refers to the knowledge (or an analogous phrase) of any Credit Party,
such words are intended to signify that such Credit Party has actual knowledge
or awareness of a particular fact or circumstance or that such Credit Party, if
it had exercised reasonable diligence, would have known or been aware of such
fact or circumstance.

                                 Attachment 3.6
                                    Page 113