WAIVER AND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT

Exhibit 10.2

WAIVER AND AMENDMENT TO
SECOND LIEN CREDIT AGREEMENT

          This Waiver and Amendment to Second Lien Credit Agreement (this “ Agreement ”), dated as of October 1, 2006 (the “ Effective Date ”), is 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 ” and together with Atlantis Plastic Films, Atlantis Molded Plastics, Atlantis Films, Rigal Plastics, Injection Molding and Pierce Plastics, collectively, the “ Borrowers ” and individually, a “ Borrower ”), the other persons designated as “Credit Parties” on the signature pages hereof, the Persons set forth on the signature pages hereto who are designated as “Lenders” and THE BANK OF NEW YORK, as Administrative Agent.

W I T N E S S E T H:

          WHEREAS, Borrowers, Credit Parties, Agent and Lenders are parties to that certain Second Lien Credit Agreement dated as of March 22, 2005 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; capitalized terms not otherwise defined herein having the definitions provided therefor in the Credit Agreement);

          WHEREAS, an Event of Default exists under the Credit Agreement (as set forth below) and Borrowers have requested that the Requisite Lenders waive such Event of Default;

          WHEREAS, Borrowers have further requested that Agent and Lenders amend the Credit Agreement in certain respects as set forth herein;

          NOW, THEREFORE, the parties hereto agree as follows:

          1. Waiver .

          (a) Subject to the satisfaction of the conditions set forth in Section 3 below and in reliance on the representations and warranties set forth in Section 4 below, the undersigned Lenders hereby waive an Event of Default existing pursuant to Section 6.1(c) of the Credit Agreement due to Borrowers’ breach of Section 4.4 of the Credit Agreement with respect to the period ended September 30, 2006 (the “ Existing Default ”). Except for the waiver set forth in this Section 1 and the amendments set forth in Section 2 below, nothing contained herein shall be deemed to constitute a waiver of any Default or Event of Default that may heretofore or hereafter occur or have occurred and be continuing or to modify any provision of the Credit Agreement.

          (b) Except as expressly provided herein, the execution and delivery of this Agreement shall not: (i) constitute an extension, modification, or waiver of any aspect of the Credit Agreement or the other Loan Documents; (ii) extend the terms of the Credit Agreement or the due date of any of the Obligations; (iii) give rise to any obligation on the part of Agent or any Lender to extend, modify or waive any term or condition of the Credit Agreement or the other Loan Documents; or (iv) give rise to any defenses or counterclaims to Agent’s or any Lenders’ right to compel payment of the Obligations or to otherwise enforce its rights and remedies under the Credit Agreement and the other Loan Documents.

          2. Amendments to the Credit Agreement . Subject to the satisfaction of the conditions set forth in Section 3 below and in reliance on the representations and warranties set forth in Section 4 below, the Credit Agreement is hereby amended as follows:

          (a) The following defined term in Annex A to Credit Agreement is hereby amended to read as follows:

          “ Capital Expenditures ” has the meaning ascribed to it in Section 4.3 of Schedule 1 to Exhibit 4.5(n) .”

          (b) Section 1.2(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

          “(a) Borrowers shall pay interest on the Term Loan to Agent, for the ratable benefit of Lenders, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to such portion of the Term Loan designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or (ii) with respect to such portion of the Term Loan designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins are as follows:

          “ Applicable Term Loan Index Margin ” means 7.00%.

          “ Applicable Term Loan LIBOR Margin ” means 9.00%.

          (c) Section 4.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:

          “4.3 Minimum Fixed Charge Coverage Ratio .

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

          (d) Section 4.4 of the Credit Agreement is hereby amended and restated in its entirety as follows:

          “4.4 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 twelve (12) month period then ended of not more than the following:

          (e) The following is hereby added to the Credit Agreement as Section 4.4A thereof:

          “4.4A Borrowing Availability .

          Holdings, Borrower and their Subsidiaries shall, at all times between October 30, 2006 and March 31, 2007, maintain Borrowing Availability (as defined in the First Lien Debt Documents) of not less than $3,000,000.”

          (f) The following is hereby added to the Credit Agreement as Section 4.4B thereof:

          “4.4B Capital Expenditures .

          Holdings, Borrower and their Subsidiaries shall not permit the aggregate amount of Capital Expenditures for (i) the period commencing on January 1, 2006 and ending on December 31, 2006 to exceed $12,000,000, (ii) Fiscal Year ended December 31, 2007 to exceed $8,000,000 and (iii) for each Fiscal Year thereafter, to exceed $10,000,000; provided that at any time after the Fiscal Year ended December 31, 2007 that the Leverage Ratio is certified pursuant to the terms hereof to be below 5.25 to 1.0, Holdings, Borrower and the Subsidiaries shall be permitted to make such Capital Expenditures in accordance with the budget attached hereto as Exhibit B hereto.”

          (g) Section 3.5(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:

          “(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 that (i) the Borrowers may amend, restate or replace the Management Agreement but only if 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; (ii) upon the election of the Agent, Borrowers may not make any payment of fees, incentive compensation or other similar amounts (excluding out-of-pocket expenses) otherwise permitted under this Section 3.5(c) during the existence and continuance of any Event of Default; (iii) notwithstanding anything to the contrary herein, in respect of the calendar year 2006 the total management fee and incentive compensation payable shall be consistent with the terms of the Management Agreement as of the date hereof but shall not exceed an aggregate amount of $1,100,000; and (iv) notwithstanding anything to the contrary herein, commencing on October 1, 2006 and thereafter, (x) if the amount of the base salary of the Borrowers’ Chief Executive Officer and President exceeds $450,000 in any calendar year as adjusted annually to reflect any increase in the Consumer Price Index (which CPI adjustment shall be calculated on the same basis as the CPI adjustment described in Section 6.1 of the Management Agreement with respect to Manager (as defined therein)) then the Base Compensation (as defined in Section 6.1 of the Management Agreement) to be paid to Manager shall be reduced dollar-for dollar by the amount of such excess and (y) no incentive compensation shall be payable in cash until such time as the Leverage Ratio is certified pursuant to the terms hereof to be below 5.25 to 1.0.”

          (h) Part 4.2 of Exhibit 4.5(o) of the Credit Agreement is hereby amended and restated as set forth in Exhibit C hereto.

          (i) The third clause under “ Plus: ” of the Fixed Charge Coverage Ratio is hereby amended and restated as follows: “Fees accrued under the Management Agreement”.

          3. Conditions . The effectiveness of this Agreement is subject to the following conditions precedent, each to be in form and substance reasonably satisfactory to Agent:

          (a) Agent shall have received a copy of this Agreement executed by Borrowers, other Credit Parties, Agent and Requisite Lenders, together with such other documents, agreements and instruments as Agent may require or reasonably request;

          (b) Agent shall have received an executed copy of that certain Waiver and Amendment to Credit Agreement attached as Exhibit A hereto (“ First Lien Amendment ”), which First Lien Amendment shall contain a consent by the holders of First Lien Debt to the execution and delivery of this Agreement;

          (c) Except for the Existing Default, no Default or Event of Default under the Credit Agreement, as amended hereby, shall have occurred and be continuing;

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

          (e) The warranties and representations of Borrowers contained in this Agreement, the Credit Agreement, as amend