The Lenders consent to the Companys acquisition of LaVanture Products Company, Inc., LaVanture Plastic Extrusion Technologies, Inc., and Molded Designs Technology, Inc. (collectively, LaVanture) and the payment of related fees and expenses

EXHIBIT 10.1

CONSENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT

          This Consent and Amendment No. 3 to Credit Agreement (this “Third Amendment”) is made as of November 9, 2004, 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 financial institutions who are or hereafter become parties to this Agreement as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent, and the financial institutions signatories hereto, each as a Lender.

          Reference is made to that certain Credit Agreement dated as of December 27, 2002, among Borrowers, General Electric Capital Corporation, as Agent and the financial institutions party thereto as Lenders (as amended or otherwise modified as of the date hereof, the “Credit Agreement”; capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement).

          WHEREAS, Borrowers have requested that Agent and the Lenders consent to (i) the acquisition (the “LaVanture Acquisition”) by Extrusion Masters of certain of the assets of LaVanture Products Company Inc., an Indiana corporation (“LaVanture Products”), LaVanture Plastic Extrusion Technologies, Inc., an Indiana corporation (“LaVanture Extrusion”) and Molded Designs Technology, Inc., an Indiana corporation (“Molded Designs”; and, collectively with LaVanture Products and LaVanture Extrusion, the “Sellers”), pursuant to the terms of that certain Asset Purchase Agreement (the “LaVanture Purchase Agreement”), dated as of November 9, 2004, by and among the Sellers and Extrusion Masters, (ii) Borrowers’ payment to Trivest Partners, L.P. of an incentive fee in connection with the LaVanture Acquisition, and (iii) Borrowers’ use of the proceeds of certain Revolving Loans to pay the transaction expenses incurred by Borrowers in connection with the consummation of the LaVanture Acquisition;

          WHEREAS, in connection with the LaVanture Acquisition, Borrowers have further requested that Agent and the Lenders (i) increase the amount of Term Loan B under the Credit Agreement and (ii) amend the Credit Agreement in certain other respects; and

          WHEREAS, subject to each of the terms and conditions hereof, Agent and the undersigned Lenders have agreed to (i) consent to the LaVanture Acquisition, (ii) consent to Borrowers’ payment to Trivest Partners, L.P. of an incentive fee in connection with the LaVanture Acquisition, (iii) consent to Borrowers’ use of the proceeds of certain Revolving Loans to pay the transaction expenses incurred by Borrowers in connection with the consummation of the LaVanture Acquisition, (iv) increase the amount of Term Loan B under

the Credit Agreement and (v) amend the Credit Agreement in certain other respects as provided herein.

          NOW, THEREFORE, Agent, the undersigned Lenders and Borrowers hereby agree as follows:

          1. Consent. Subject to the prior satisfaction of the conditions set forth in Section 3 of this Third Amendment, and in reliance on the representations and warranties set forth in Section 4 of this Third Amendment, Agent and the undersigned Lenders hereby consent to (a) the consummation of the LaVanture Acquisition pursuant to and in accordance with the terms set forth in the LaVanture Purchase Agreement, (b) Borrowers’ payment to Trivest Partners, L.P. of an incentive fee of $300,000 pursuant to Section 6.4 of the Management Agreement (the “LaVanture Incentive Fee”) and (c) Borrowers’ use of the proceeds from certain Revolving Loans to pay the transaction expenses incurred by Borrowers in connection with the consummation of the LaVanture Acquisition; provided, that such transaction expenses (including the LaVanture Incentive Fee) shall not exceed $700,000 in the aggregate. Except to the extent expressly set forth herein, this consent shall not constitute (a) a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any document entered into in connection therewith, or (b) a waiver, release or limitation upon the exercise by Agent or any Lender of any of its rights, legal or equitable, hereunder or under the Credit Agreement or any Loan Document. Except as set forth above, each of Agent and each Lender reserves any and all rights and remedies which it has had, has or may have under the Credit Agreement and each Loan Document.

          2. Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, Borrowers, Agent and the undersigned Lenders hereby agree to amend the Credit Agreement as follows:

          2.1. Section 1.1(a) of the Credit Agreement is amended and restated in its entirety as follows:

          “(a) Term Loans. On the Closing Date, the Term Lenders made a “Term Loan A” to Borrowers in the original principal amount of $35,000,000 and a “Term Loan B” to Borrowers in the original principal amount of $40,000,000. As of the Third Amendment Closing Date, the outstanding principal balance of Term Loan A is $25,525,549.85. Immediately prior to giving effect to the Third Amendment, the outstanding principal balance of Term Loan B is $36,395,613.94. Borrowers have requested that Lenders make an additional advance in the aggregate amount of $10,000,000 to be added to the outstanding principal amount of Term Loan B. On the Third Amendment Closing Date, each Lender listed on Annex B-1 hereto agrees, severally and not jointly, to make an additional Term Loan B advance in the amount set forth opposite such Lender’s name on Annex B-1 hereto so that the aggregate amount of the Term Loan B of such Lender to the Borrowers shall not exceed the amount of such Lender’s Term Loan Commitment set forth opposite its name on Annex B hereto.

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

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

          Term Loan A

          Term Loan B

          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

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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.”

          2.2. Section 3.5(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:

          “(d) Borrowers may make dividends to Holdings that are promptly used by Holdings to purchase up to $10,000,000 of its Stock in the aggregate prior to the Termination Date so long as (i) both before and after giving effect to each such purchase, no Default or Event of Default exists, (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 and (iii) both before and after giving effect to each such purchase, Borrowing Availability shall be greater than $5,000,000.

          2.3. Section 4.6 of the Credit Agreement is hereby amended and restated in its entirety as follows:

          “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:

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          2.4. Annex A to the Credit Agreement is hereby amended by adding the following definitions thereto in alphabetical order:

          “‘LaVanture Acquisition’ means the acquisition by Extrusion Masters of certain of the assets of LaVanture Products Company Inc., an Indiana corporation (“LaVanture Products), LaVanture Plastic Extrusion Technologies, Inc., an Indiana corporation (“LaVanture Extrusion”) and Molded Designs Technology, Inc., an Indiana corporation (“Molded Designs”; and, collectively with LaVanture Products and LaVanture Extrusion, the “Sellers”), pursuant to the terms of that certain Asset Purchase Agreement dated as of November 9, 2004, by and among the Sellers and Extrusion Masters.

          ‘Third Amendment’ means that certain Consent and Amendment No. 3 to Credit Agreement dated as of November 9, 2004.

          ‘Third Amendment Closing Date’ means the date upon which each of the conditions to the effectiveness of the Third Amendment has been satisfied.”

          2.5. The section referenced as “Term Loan B Commitment” in Annex B to the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit A attached hereto.

          2.6. A new Annex B-1 is hereby added to the Credit Agreement to read in its entirety as set forth on Exhibit A-1 attached hereto.

          2.7. Section 4.1 (Capital Expenditure Limit) of Schedule 1 to Exhibit 4.8(o) of the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit B attached hereto.

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          2.8. Section 4.3 (Minimum EBITDA) of Schedule 1 to Exhibit 4.8(o) of the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit C attached hereto.

          3. Conditions Precedent. The effectiveness of the amendments set forth above is subject to the satisfaction of the following conditions precedent (unless specifically waived in writing by Agent):

     (a) The LaVanture Purchase Agreement and each of the documents, instruments and other agreements to be executed in connection therewith (collectively, the “LaVanture Acquisition Documents”) shall be reasonably satisfactory to Agent in form and substance;

     (b) The LaVanture Acquisition, and any other transactions contemplated by the LaVanture Acquisition Documents, shall have been consummated in accordance with the terms thereof and in compliance with all applicable law;

     (c) Borrowers shall have delivered, or shall have caused to be delivered, to Agent each of the documents, agreements and instruments set forth on Exhibit D attached hereto, together with such other documents, agreements and instruments as may be reasonably requested by Agent, each such document, agreement and instrument in form and content reasonably acceptable to Agent; provided that the preliminary date down endorsement pertaining to the Creek County, Oklahoma property shall be delivered with 10 business days of the date hereof;

     (d) Borrowers shall have delivered, or shall have caused to be delivered, to Agent evidence of the transaction expenses (including the LaVanture Incentive Fee and the fees and expenses of legal counsel) incurred by the Borrowers in connection with the consummation of the LaVanture Acquisition;

     (e) Borrowers shall have delivered, or shall have caused to be delivered, to Agent within a commercially reasonable period subsequent to the date hereof, evidence reasonably satisfactory to Agent that the assets acquired by Extrusion Masters pursuant to the LaVanture Purchase Agreement are covered under Borrowers’ existing insurance program;

     (f) Receipt by Agent of a counterpart to this Third Amendment duly executed and delivered by Borrowers, and such other documents and instruments as Agent may reasonably require;

     (g) Receipt by Agent of a counterpart to this Third Amendment duly executed and delivered by the Requisite Lenders and by each of the Lenders increasing its Term Loan B Commitment pursuant to this Third Amendment;

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     (h) Receipt by Agent of a Reaffirmation executed by Holdings, in form and substance satisfactory to Agent;

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

     (j) No Default or Event of Default shall have occurred and be continuing.

          4. Representations and Warranties. To induce Agent and the undersigned Lenders to enter into this Third Amendment, each Borrower represents and warrants to Agent and Lenders:

     (a) that the execution, delivery and performance of this Third Amendment has been duly authorized by all requisite corporate action on the part of such Borrower and that this Third Amendment has been duly executed and delivered by such Borrower;

     (b) each of the representations and warranties set forth in Section 5 of the Credit Agreement (other than those which, by their terms, specifically are made as of certain date prior to the date hereof) are true and correct in all material respects as of the date hereof; and

     (c) that no Default or Event of Default has occurred and is continuing as of the date of the LaVanture Acquisition.

          5. Miscellaneous.

          5.1. Expenses. Each Borrower hereby acknowledges and agrees that this Third Amendment is a “Loan Document” for purposes of, among other things, Section 1.3(e) of the Credit Agreement.

          5.2. Event of Default. Each Borrower hereby acknowledges and agrees that the breach by such Borrower of any of the representations, warrants and/or covenants set forth in this Third Amendment shall constitute an Event of Default.

          5.3. Governing Law. This Third Amendment shall be a contract made under and governed by the internal laws of the State of New York.

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

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          5.5. Counterparts. This Third Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall be one and the same instrument.

          5.6. Ratification. The terms and provisions set forth in this Third Amendment shall modify and supersede all inconsistent terms and provisions of the Credit Agreement and shall not be deemed to be a consent to the modification or waiver of any other term or condition of the Credit Agreement. Except as expressly modified and superseded by this Third Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect.

          5.7. Reference. Any reference to the Credit Agreement contained in any document, instrument or agreement executed in connection with the Credit Agreement shall be deemed to be a reference to the Credit Agreement as modified by this Third Amendment.

          5.8. Successors. This Third Amendment shall be binding upon Borrowers, the Lenders, Agent and their respective successors and assigns, and shall inure to the benefit of Borrowers, the Lenders, Agent and their respective successors and assigns.

[Signature pages follow]

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          IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.

[Signatures Continued on Next Page]

Signature page to Consent and Amendment No. 3 to Credit Agreement

[Signatures Continued on Next Page]

Signature page to Consent and Amendment No. 3 to Credit Agreement

Signature page to Consent and Amendment No. 3 to Credit Agreement

REAFFIRMATION

     The undersigned (each a “Guarantor”) hereby (i) acknowledges receipt of a copy of the foregoing Consent and Amendment No. 3 to Credit Agreement (the “Third Amendment”); (ii) consents to each Borrower’s execution and delivery thereof; and (iii) agrees to be bound thereby. Guarantor hereby affirms that nothing contained therein shall modify in any respect whatsoever its guaranty of the obligations of Borrowers to Agent and Lenders pursuant to the terms of that certain Guaranty of Holdings dated December 27, 2002 (the “Guaranty”) executed by Guarantor in favor of Agent and Lenders and reaffirms that the Guaranty is and shall continue to remain in full force and effect. Although Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, Guarantor understands that Agent and Lenders have no obligation to inform Guarantor of such matters in the future or to seek Guarantor’s acknowledgment or agreement to future amendments or waivers, and nothing herein shall create such a duty.

     IN WITNESS WHEREOF, each of the undersigned has executed this Reaffirmation on and as of the date of such Third Amendment.

EXHIBIT A

ANNEX B (FROM ANNEX A — COMMITMENTS DEFINITION)
TO
CREDIT AGREEMENT

PRO RATA SHARES AND COMMITMENT AMOUNTS

EXHIBIT A-1

ANNEX B-1
TO
CREDIT AGREEMENT

ADDITIONAL TERM LOAN B ADVANCES TO BE MADE ON THE THIRD
AMENDMENT CLOSING DATE

EXHIBIT B

CAPITAL EXPENDITURE LIMIT
(SECTION 4.1)

EXHIBIT C

MINIMUM EBITDA
(SECTION 4.3)

EXHIBIT D

CLOSING CHECKLIST

GENERAL ELECTRIC CAPITAL CORPORATION
CLOSING CHECKLIST
ATLANTIS PLASTICS, INC.

CONSENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT

ACQUISITION BY EXTRUSION MASTERS, INC. OF CERTAIN ASSETS OF
LAVANTURE PRODUCTS COMPANY INC., LAVANTURE PLASTIC EXTRUSION
TECHNOLOGIES, INC. AND MOLDED DESIGNS TECHNOLOGY, INC. (THE
“LAVANTURE ACQUISITION”)

CLOSING DATE: NOVEMBER 9, 2004

PARTIES TO THE TRANSACTION