<PAGE>   1
                                                                   EXHIBIT 10.47



                               FIRST AMENDMENT
                       TO LOAN AND SECURITY AGREEMENT

                 THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT ("First
Amendment") is dated to be effective as of December 31, 1995, by and among
ATLANTIS PLASTIC FILMS, INC., a Delaware corporation ("Films"), ATLANTIS
PLASTICS INJECTION MOLDING, INC. (formerly known as CYANEDE PLASTICS, INC.), a
Kentucky corporation ("Molding"), PIERCE PLASTICS, INC., a Delaware corporation
("Pierce"), and PLASTIC CONTAINERS, INC. ("PCI"), an Alabama corporation
(Films, Molding, Pierce and PCI are herein referred to individually as "Debtor"
and collectively as "Debtors") and THE CIT GROUP/EQUIPMENT FINANCING, INC.
("CIT"), a New York corporation.

                 WHEREAS, Debtors and CIT have entered into a Loan and Security
Agreement dated as of April 13, 1995 (the "Original Loan Agreement") pursuant
to which CIT made one loan to Debtors in the original principal amount of
principal $15,000,000;

                 WHEREAS, Debtors have requested that CIT amend the Original
Loan Agreement to amend certain events of defaults relating to financial
covenants of the Guarantor;

                 WHEREAS, CIT is willing to make the requested amendments in
consideration for Debtors agreeing to (i) increase the interest rate in the
Promissory Note evidencing the Loan made pursuant to the Original Loan
Agreement as set forth herein (ii) the amendment to the conditions precedent
to CIT's obligations to make additional Drawdowns under the Note after the date
hereof and (iii) grant CIT a lien on additional collateral to secure their
Obligations under the Original Loan Agreement;

                 NOW, THEREFORE, in consideration of the premises and in order
to induce CIT to amend the Original Loan Agreement, and intending to be bound
hereby, the parties hereto hereby agree as follows:


         1. Defined Terms.  All capitalized terms which are used herein and not
otherwise defined herein shall have the meanings set forth in the Original Loan
Agreement.


         2. Amendments to Original Loan Agreement.

         (a)  Section 1 of the Original Loan Agreement is hereby amended as
follows:

                 (i) by inserting the following definitions in the appropriate
alphabetical order:

                 "'First Amendment' shall mean the First Amendment to Loan and
                 Security Agreement dated to be effective as of December 31,
                 1995, among Debtors and CIT."

                 (ii) by inserting in the definition of "Interim Period" at the
end of the first sentence thereof the following:

                 "; and notwithstanding anything to the contrary contained in
                 the foregoing or any extensions of the Interim Period by CIT,
                 each Interim Period shall terminate on March 14, 1996."

         (b) Section 2.1 is hereby amended by deleting the fifth sentence
thereof in its entirety and substituting the following therefor:


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<PAGE>   2

                         " Drawdowns under the Note shall not be permitted 
                         after December 31, 1996."

         (c)  Section 2.2(a)(ii)(x) of the Original Loan Agreement is hereby
amended by inserting the following at the end thereof after the semi-colon:

                 "provided, however; that notwithstanding anything to the
                 contrary contained in clause 2.2 (a)(ii)(x), with respect to
                 any Drawdown made after the date of the First Amendment, the
                 proceeds of which are to be used to fund any item of Equipment
                 listed on Schedule 2 hereto, such Drawdown shall be stated to
                 mature in eighty-four (84) equal consecutive monthly
                 installments of principal plus accrued interest on the unpaid
                 principal amount of such Drawdown, the first of which
                 installment shall be payable on the first Installment Payment
                 Date following the date of such Drawdown, and all Drawdowns
                 which are subject to an Interim Period which had not expired
                 as of the date of the First Amendment shall begin to amortize
                 the principal as of March 15, 1996;"

         (d)  Section 2.2(a)(iii) of the Original Loan Agreement is hereby
amended by inserting the following at the end thereof before the period:

                 "; provided, however, from March 15, 1996 through the date
                 ending on the last day of the fiscal quarter for which
                 Guarantor has not breached the financial covenants set forth
                 in Section 7(k), 7(l) or 7(m) hereof and in Section 6b of the
                 Guaranty as in effect prior to the date of the First Amendment
                 (the 'Compliance Period'), the interest rate per annum on the
                 unpaid principal of each Drawdown shall be equal to LIBOR Rate
                 plus 2.50%, such compliance to be evidenced by delivery to CIT
                 of Guarantor's consolidated financial statements for the
                 fiscal quarter comprising the Compliance Period.  In the event
                 Debtors pay the higher rate of interest of LIBOR Rate plus
                 2.50% for a period longer than the Compliance Period (either
                 because Guarantor is unable to deliver financial statements to
                 CIT immediately at the expiration of the Compliance Period, or
                 for any other reason), CIT shall apply any overpayment of
                 interest to the next payment of principal due and owing under
                 the Note.  Commencing on the first day following the
                 expiration of the Compliance Period, the interest rate per
                 annum on the unpaid principal of the Note shall be equal to
                 the LIBOR Rate plus 2.25%."

         (e)  Section 2.3 of the Agreement is hereby amended by inserting the
following as paragraph (e) thereof and relettering the existing paragraph (e)
in the Original Loan Agreement as paragraph "(f)":

                 "(e) In the event CIT has not received a perfected first (and
                 exclusive) lien on items of Additional Collateral satisfactory
                 in type and condition to CIT with a fair market value (as
                 determined by CIT) of at least $922,000 by April 30, 1996,
                 Debtors shall prepay an amount equal to the between difference
                 $922,000 and the fair market value of the Additional
                 Collateral (as defined in Section 3 of the First Amendment),
                 which prepayment shall be made without a prepayment premium of
                 any kind."

         (f)  Section 2.5(a) of the Original Loan Agreement is hereby amended
by inserting the following at the beginning of the first sentence thereof:

                 "Through and including May 1, 1995,"

         (g)  Sections 2.5(b) and 2.5(c) of the Original Loan Agreement are
hereby deleted in





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<PAGE>   3


their entirety and Section 2.5(d) is relettered as Section 2.5(b).

         (h)  Section 3.2 of the Original Loan Agreement is hereby amended to
include the following as Subsection 3.2(j), 3.2(k) and 3.2(l):

                 "(j) No Event of Default shall have occurred and be continuing
                 under Sections 7(k), 7(l) and 7(m) of the Original Loan
                 Agreement, without giving effect to the amendments set forth
                 in the First Amendment with respect to such Sections.

                 (k)  Guarantor shall have EBITDA of at least the following
                 amount as of the date set forth below: (i) $3,370,500 as of
                 December 31, 1995; (ii) either $5,606,100 as of March 31, 1996
                 or $8,976,600, on a cumulative basis, for the two consecutive
                 fiscal quarters then ended; (iii) either $7,787,700 as of June
                 30, 1996 or $16,764,300, on a cumulative basis, for the three
                 consecutive fiscal quarters then ended; (iv) either $8,334,000
                 as of September 30, 1996 or $25,098,300, on a cumulative
                 basis, for the four consecutive fiscal quarters then ended;
                 and (v) either $7,168,500 as of December 31, 1996 or
                 $32,266,800 on a cumulative basis, for the five consecutive
                 fiscal quarters then ended.

                 (l)  Guarantor shall have a consolidated net worth of at least
                 $24,562,800 as of December 31, 1995; $24,664,500 as of March
                 31, 1996; $26,096,400 as of June 30, 1996; $27,862,200 as of
                 September 30, 1996; and $28,916,100 as of December 31, 1996."

                 (m) CIT shall have received a perfected first lien on
                 Additional Collateral (as defined in Section 3 of the First
                 Amendment) with a fair market value of at least $922,000
                 together with satisfactory evidence of proof of ownership and
                 payment of the purchase of each such item of Additional
                 Collateral and all filings, recordings and other actions
                 deemed necessary or desirable by CIT in order to establish,
                 protect, preserve and perfect its security interest in such
                 Equipment as a valid perfected first (and only) priority
                 security interest (other than Permitted Liens) shall have been
                 duly effected, including, without limitation, the filing of
                 financing statements and the recordation of landlord and/or
                 mortgagee waivers or disclaimers and/or severance agreements,
                 all in form and substance reasonably satisfactory to CIT, and
                 all fees, taxes and other charges relating to such filings and
                 recordings shall have been paid by Debtors."

         (i)     (j)  Section 6.1 of the Original Loan Agreement  is hereby
amended by deleting the period at the end of the first sentence therein,
substituting a comma therefor and making the "E" in the word "Each" following
the period substituting a lower case "e".

         (k) Section 7(k) of the Original Loan Agreement is hereby deleted in
its entirety and the following substituted therefor:

                 "(k) Guarantor's Cash Flow Coverage Ratio on a rolling four
                 quarter basis shall be less than (i) 1.4 to 1.0 as at the end
                 of any such fiscal quarter from the date of this Agreement
                 through September 30, 1995; (ii) 1.10 to 1.0 as at the end of
                 its fiscal quarter ended December 1, 1995; (iii) .90 to 1.0
                 as of its fiscal quarter ended March 31, 1996; (iv) 1.2 to 1.0
                 as of June 30, 1996; (v) 1.3 to 1.0 as of its fiscal quarter
                 ended September 30, 1996; (vi) 1.40 to 1.0 as of its fiscal
                 quarter ended December 31, 1996; (vii) 1.40 to 1.0 as of its
                 fiscal quarter ended March 31, 1997; or (viii) 1.50 to 1.0 as
                 at the end of any such fiscal quarter thereafter; or"





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<PAGE>   4


         (l) Section 7(l) of the Original Loan Agreement is hereby deleted in
its entirety and the following substituted therefor:

                 "(l) Guarantor's Funded Debt to EBITDA Ratio on a rolling four
                 quarter basis shall exceed the following:

                          (i) on or prior to December 31, 1995, 5.90 to 1.0 as
                          at the end of any such fiscal quarter;
                          (ii) on or prior to March 31, 1996, 7.0 to 1.0 as at
                          the end of such fiscal quarter;
                          (iii) on or prior to June 30, 1996, 5.75 to 1.0 as
                          at the end of such fiscal quarter;
                          (iv) on or prior to September 30, 1996, 5.25
                          to 1.0 as at the end of such fiscal quarter;
                          (v) on or prior to December 31, 1996, 5.0 to 1.0 as
                          at the end of such fiscal quarter;
                          (vi) after December 31, 1996 4.75 to 1.0 as at the
                          end of any such fiscal quarter; or"

         (m)  Section 7(m) of the Original Loan Agreement is hereby deleted in
its entirety and the following substituted therefor:

                          "(m) Guarantor's Leverage Ratio shall exceed: (i) 5.0
                          to 1.0 as at September 30, 1995; (ii) 6.0 to 1.0 as
                          at December 31, 1995; (iii) 6.0 to 1.0 as at March
                          31, 1996; (iv) 5.50 to 1.0 as at June 30, 1996; (v)
                          5.25 to 1.0 as at September 30, 1996; and (vi) 5.0 to
                          1.0 at any time thereafter."

3.  Additional Collateral.  In consideration for CIT entering into this First
Amendment and amending the Original Loan Agreement and as collateral security
for the prompt and complete payment and performance when due of all the
Obligations, each Debtor hereby assigns, conveys, mortgages, pledges,
hypothecates and transfers to CIT, and hereby grants to CIT a first priority
security interest in, all of each Debtor's right, title and interest in, to and
under the items of equipment, inventory (solely to the extent equipment
constitutes inventory) or other items of property listed on Supplements to be
executed hereto which shall be designated as "Additional Supplements" and which
shall be deemed to be a Supplement for all purposes of the Original Loan
Agreement, together with all accessories, parts, repairs, replacements,
substitutions, attachments, modifications, renewals, additions, improvements,
upgrades and accessions of, to or upon such items of equipment, inventory
(solely to the extent such items constitutes inventory) or other property, now
or at any time hereafter acquired and all Proceeds thereof (each of the
foregoing items being referred to as "Additional Collateral").   Each item of
Additional Collateral shall be deemed to be an item of "Equipment" and
"Collateral" for all purposes of the Original Loan Agreement and shall be
subject to the terms, covenants and representations and warranties applicable
to "Equipment" and "Collateral".   On April 30, 1996, to the extent CIT has
received a perfected first and only lien on Additional Collateral with a fair
market value, as determined by CIT, of at least $184,000, CIT shall release its
lien on the items of Collateral currently located at Molding's plant in
Nashville, Tennessee.

4.  Representations and Warranties.  In order to induce CIT to enter into this
First Amendment, each Debtor represents and warrants to CIT for itself as
follows:

         (a)  Reaffirmation.  Debtor hereby repeats each of the representations
and warranties set forth in Section 4 of the Loan Agreement, except as
otherwise amended by this First Amendment as if set forth at length herein.





                                    - 4 -
<PAGE>   5


         (b)  Power and Authority. Debtor has full corporate power, authority
and legal right to execute and deliver this First Amendment and Endorsement No.
1 to the Note and to perform its obligations hereunder and thereunder.

         (c)  Financial Condition of Debtors and Guarantor.  The financial
statements of each Debtor and Guarantor as at and for the period ended December
31, 1995, copies of which have heretofore been delivered to CIT, are complete
and correct, have been prepared in accordance with generally accepted
accounting principles, and present fairly the financial position of each Debtor
and Guarantor, respectively, as at said dates and the results of its operations
for the period ended on said dates.  There are no known material contingent
liabilities or material liabilities for taxes which are not reflected in said
financial statements or the notes thereto and there has been no material
adverse change in the financial condition, business or operations of any
Debtor or Guarantor since said dates.

         (d)  Reaffirmation of Security Interest.  The first and only lien on
and security interest granted by Debtors to CIT in the Collateral shall
continue in full force and effect and shall continue to secure all Obligations
including, without limitation, the Obligations of Debtors incurred pursuant to
this First Amendment.

         (e)  No Defaults.  Upon the effectiveness of this First Amendment, no
Default or Event of Default shall exist under the Loan Agreement, as amended,
and no default or event of default shall exist under any agreement of Guarantor
and/or Debtors or any of their respective affiliates with Heller Financial,
Inc. or National City  Bank, Northeast.

5.  Conditions Precedent to Effective of First Amendment.  This First Amendment
shall become effective on the date on which all of the following conditions
precedent have been fulfilled:

         (a)  CIT shall have received this First Amendment duly executed by
each Debtor and a First Amendment and Ratification of Guaranty, in form and
substance satisfactory to CIT, duly executed by Guarantor.

         (b)  CIT shall have received Endorsement No. 1 to the Note, in form
and substance satisfactory to CIT, increasing the interest rate in the Note in
accordance with the provisions set forth in Section 2(b) hereof, duly executed
by Debtors.

         (c) Debtors shall have received from Heller Financial, Inc. and
National City Bank, Northeast waivers of all events of default arising under
the agreements between each such lender and Guarantor and its subsidiaries.

6.  Miscellaneous.

         (a)  Counterparts.  This First Amendment may be executed by the
parties hereto in any number of separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.

         (b)  Construction.  Any provision of this First Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability shall not invalidate or render unenforceable such provision in
any other jurisdiction.  To the extent permitted by law, each Debtor hereby
waives any provision of law which renders any provision hereof prohibited or
unenforceable in any respect.





                                    - 5 -
<PAGE>   6


         (c)  No Further Waivers.  Except as expressly amended hereby, the
Original Loan Agreement, all representations, warranties, terms, covenants an
conditions of the Original Loan Agreement, the Note, the Contribution
Agreement, each of the  Drawdown Requests and Progress Payment Certificates
shall remain unamended and not waived and shall continue to be in full force
and effect. No amendment of any provision of this First Amendment shall be
effective unless it is in writing and signed by each Debtor and CIT , and no
waiver of any provision of this First Amendment, nor consent to any departure
by Debtors therefrom, shall be effective unless it is in writing and signed by
CIT, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given.  No failure on
the part of CIT to exercise, and no delay in exercising, any right, power or
privilege hereunder or under the Original Loan Agreement shall operate as a
waiver thereof; nor shall any single or partial exercise of any right power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies of
CIT provided herein are cumulative and are in addition to, not exclusive of,
any rights or remedies provided by law.

         (d) Debtors, jointly and severally agree to pay, indemnify and hold
harmless CIT and its affiliates from and against any and all claim, losses,
obligation, damages, penalties, actions, judgments, suits, liabilities and
out-of- pocket costs and disbursements (including, without limitation, the
reasonable fees, disbursements and other charges of counsel to CIT, including
attorney's fees and legal expenses incurred by CIT in the collection or
enforcement of its rights hereunder, under the Original Loan Agreement or in
connection with any bankruptcy proceeding involving any Debtor or Guarantor
and/or the Equipment, including relief from stay motions, cash collateral
disputes, assumption/rejection motions and disputes concerning any proposed
disclosure statement and plan proposed during any such case).


         EACH DEBTOR AND CIT HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS FIRST AMENDMENT OR ANY OTHER DOCUMENT EXECUTED AND
DELIVERED BY DEBTORS IN CONNECTION HEREWITH.  THIS FIRST AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.



[remainder of page intentionally deleted]





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<PAGE>   7


         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of
February 26, 1996.


ATLANTIS PLASTIC FILMS, INC.

By: /s/ Peter Kacer                                              
    ------------------------
Title: Controller                                                
       ---------------------

ATLANTIS PLASTICS INJECTION MOLDING, INC.

By: /s/ Peter Kacer
    ------------------------
Title: Vice President                                            
       ---------------------

PIERCE PLASTICS, INC.

By: /s/ Peter Kacer
    ------------------------
Title: Vice President
       ---------------------

PLASTIC CONTAINERS, INC.

By: /s/ Peter Kacer
    ------------------------
Title: Controller                                               
       ---------------------

THE CIT GROUP/EQUIPMENT
FINANCING, INC.

By: /s/ Richard J. Doherty
    ------------------------
Title: Senior Vice President                                     
       ---------------------




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<PAGE>   8

                FIRST AMENDMENT AND RATIFICATION OF GUARANTY

          THIS FIRST AMENDMENT AND RATIFICATION OF GUARANTY ("Ratification 
Agreement") dated to be effective as of December 31, 1995, is made by ATLANTIS
PLASTICS INC., a Florida corporation ("Guarantor") in favor of THE CIT 
GROUP/EQUIPMENT FINANCING, INC., a New York corporation ("CIT").

                               R E C I T A L S

         A.  Pursuant to a Loan and Security Agreement dated as of April 13,
1995 (as the same has been and may from time to time be further amended,
modified or supplement, the "Loan Agreement") among ATLANTIS PLASTIC FILMS,
INC., a Delaware corporation ("Films"), ATLANTIS PLASTICS INJECTION MOLDING,
INC. (formerly known as CYANEDE PLASTICS, INC., a Kentucky corporation
("Molding"), PIERCE PLASTICS, INC., a Delaware corporation ("Pierce"), and
PLASTIC CONTAINERS, INC.  ("PCI"), an Alabama corporation (Films, Molding,
Pierce and PCI are herein referred to individually as a "Debtor" and
collectively as "Debtors"), CIT, CIT made a loan to Debtors in the original
principal amount of $15,000,000.00 (the "Loan");

         B.  Pursuant to a Guaranty Agreement dated as of April 13, 1995 (the "
Guaranty"), the Guarantor guaranteed the obligations of Debtors to CIT under 
the Loan Agreement;

         C.  Guarantor has been in default of the financial covenants contained
in Section 7(k), 7(l) and 7(m) of the Loan Agreement and set forth in Section
6b. of the Guaranty, and Debtors have requested that CIT retroactively amend
such events of default to cure the breach thereof as set forth in the First
Amendment to Loan and Security Agreement of even date herewith (the "First
Amendment");

         D.  CIT is willing to amend such covenants on the condition, among
other things, that Debtors increase the interest rate in the Note, as described
in the First Amendment, and Guarantor executes and delivers Ratification
Agreement.

                 NOW THEREFORE, in consideration of the foregoing premises and
in order to induce CIT to enter into the First Amendment, the Guarantor hereby
agrees as follows:

         1. Definitions.  All terms used herein which are defined in the
Guaranty or the Loan Agreement shall have the respective meanings given them in
the applicable document.

         2. Guaranty.  (a)  Guarantor hereby consents to the retroactive
amendment of financial covenants set forth in Section 7(k), 7(l) and 7(m) of
the Original Loan Agreement and increasing of the interest rate payable under
the Note, as set forth in the First Amendment, a copy of which is attached
hereto.

         3. Amendment of Guaranty.  Guarantor hereby agrees that Section 6b of
the Guaranty is hereby amended by deleting it in its entirety and substituting
therefor the following:
                          "(i) Guarantor's Cash Flow Coverage Ratio on a
                          rolling four quarter basis shall not be less than:
                          1.4 to 1.0 as at the end of any such fiscal quarter
                          from the date of this Agreement through September 30,
                          1995; 1.10 to 1.0 as at the end of its fiscal
                          quarter ended December 31, 1995; .90 to 1.0  as of
                          its fiscal quarter ended March 31, 1996; 1.2 to 1.0
                          as of June 30, 1996; 1.3 to 1.0 as of its fiscal
                          quarter ended September 30, 1996; 1.4 to 1.0 as of
                          its fiscal quarter ended December 31, 1996; 1.40 to
                          1.0 as of its fiscal quarter ended March 31, 1997; or
                          thereafter shall not be less than 1.50 to 1.0 as at
                          the end of any such fiscal quarter; or"





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<PAGE>   9


                          (ii) Guarantor's Funded Debt to EBITDA Ratio on a
                          rolling four quarter basis shall not exceed the
                          following:

                                  (u) on or prior to December 31, 1995, 5.90 to
                                  1.0 as at the end of any such fiscal quarter;
                                  (v) on or prior to March 31, 1996, 7.0 to 1.0
                                  as at the end of such fiscal quarter;
                                  (w) on or prior to June 30, 1996, 5.75 to
                                  1.0 as at the end of such fiscal quarter;
                                  (x) on or prior to September 30, 1996, 5.25
                                  to 1.0 as at the end of such fiscal quarter;
                                  (y) on or prior to December 31, 1996, 5.0
                                  to 1.0 as at the end of such fiscal quarter;
                                  (z) after December 31, 1996 4.75 to 1.0 as 
                                  at the end of any such fiscal quarter; or

                          (iii) Guarantor's Leverage Ratio shall not exceed:
                          (i) 5.0 to 1.0 as at September 30, 1995; (ii) 6.0 to
                          1.0 as at December 31, 1995; (iii) 6.0 to 1.0 as at
                          March 31, 1996; (iv) 5.50 to 1.0 as at June 30, 1996;
                          (v) 5.25 to 1.0 as at September 30, 1996; or (vi) 5.0
                          to 1.0 at any time thereafter."


         4.   Representation and Warranties.  In order to induce CIT to enter
into the First Amendment, each Guarantor represents and warrants to CIT for
itself as the case may be that:

         (a)  Each of the representations and warranties set forth in Section 4
of the Guaranty Agreement, is true and correct as of the date hereof and shall
apply to this Ratification Agreement as if set forth in full herein.

         (b)  This Ratification Agreement has been duly authorized, executed
and delivered by Guarantor and constitutes a legal, valid and binding
obligation of Guarantor enforceable in accordance with its terms.

         (c)  Guarantor is in compliance with all of its obligations and
covenants contained in its Guaranty Agreement and upon the effectiveness of
this Ratification Agreement and the First Amendment, there is presently no
default or event of default under the terms of such Guaranty.

         5.   Miscellaneous.  The provisions of Section 10 of the Guaranty
captioned "Miscellaneous" are incorporated herein by reference as if set forth
in full herein and apply equally to the terms of this Ratification Agreement.





                                    - 2 -
<PAGE>   10



                 IN WITNESS WHEREOF, the Guarantor has caused this Ratification
Agreement to be duly executed and delivered by its proper and duly authorized
officers as of February 26, 1996.


ATLANTIS PLASTICS, INC.

By: /s/ Peter Kacer                 
    ------------------------------ 
Title: Vice President & Controller
       ---------------------------





                                    - 3 -
<PAGE>   11

                              ENDORSEMENT NO. 1

                 Each of the undersigned, ATLANTIS PLASTIC FILMS, INC., a
Delaware corporation ("Films"), ATLANTIS PLASTICS INJECTION MOLDING, INC.
(formerly known as CYANEDE PLASTICS, INC., a Kentucky corporation ("Molding"),
PIERCE PLASTICS, INC., a Delaware corporation ("Pierce"), and PLASTIC
CONTAINERS, INC. ("PCI"), an Alabama corporation (Films, Molding, Pierce and
PCI are herein referred to individually a "Debtor" and collectively as
"Debtors"), hereby amends the Promissory Note dated April 13, 1995 in the
original principal amount of $15,000,000 (as amended, the "Note"), to which
this Endorsement No. 1 is attached by inserting the following before the period
at the end of the third sentence of the first paragraph thereof:

                 ";provided, further, however, that notwithstanding anything to
                 the contrary contained in the foregoing, from March 15, 1995
                 through the date ending on the last date of the fiscal quarter
                 for which Guarantor has not breached the financial covenants
                 set forth in Section 7(k), 7(l) or 7(m) of the Agreement and
                 Section 6b of the Guaranty for such quarter (the 'Compliance
                 Period'), the interest rate per annum on the unpaid principal
                 of each Drawdown shall be equal to LIBOR Rate plus 2.50%, such
                 compliance to be evidenced by Guarantor's consolidated
                 financial statements for the fiscal quarter comprising the
                 Compliance Period.  In the event Debtors pays the higher rate
                 of interest of LIBOR Rate plus 2.50% for a period longer than
                 the Compliance Period (because Guarantor is unable to deliver
                 financial statements to CIT immediately at the expiration of
                 the Compliance Period, or for any other reason), CIT shall
                 apply any overpayment of interest to the next payment of
                 principal due and owing under the Note.  Upon expiration of
                 the Compliance Period, the interest rate per annum on the
                 unpaid principal of the Note shall again be equal to the LIBOR
                 Rate plus 2.25%."

         This Endorsement is executed as of, and shall become effective as of
February 26, 1996.  All capitalized terms used in the Note shall have the
meanings set forth therein.  Except as expressly amended by this Endorsement
No. 1, all terms and conditions of the Note to which this Endorsement No. 1 is
attached shall continue in full force and effect.


ATLANTIS PLASTIC FILMS, INC.          PIERCE PLASTICS, INC.
                              
By: /s/ Peter Kacer                   By: /s/ Peter Kacer            
    --------------------------            ------------------------------------
Title: Controller                     Title: Vice President           
       -----------------------               ---------------------------------
                              
PLASTIC CONTAINERS, INC.              ATLANTIS PLASTICS INJECTION MOLDING, INC.
                              
                              
By: /s/ Peter Kacer                   By: /s/ Peter Kacer             
    --------------------------            ------------------------------------
Title: Controller                     Title: Vice President                
       -----------------------               ---------------------------------





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