ATLANTIS PLASTICS INC
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>


                                                                    EXHIBIT 10.3


                         NINETEENTH AMENDMENT TO CREDIT
                                    AGREEMENT


         This Nineteenth Amendment to Credit Agreement ("Amendment") is dated as
of October 31, 2000 and is entered into by and between Atlantis Plastics, Inc.
("Borrower"), Heller Financial, Inc., in its capacity as Agent for the Lenders
party to the Credit Agreement described below ("Agent"), and the Lenders which
are signatories hereto.

         WHEREAS, Agent, Lenders and Borrower are parties to a certain Credit
Agreement dated February 22, 1993 (as such agreement has from time to time been
amended, supplemented or otherwise modified, the "Agreement"); and

         WHEREAS, the parties desire to amend the Agreement as hereinafter set
forth.

         NOW THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Agreement and this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

         1.       Definitions. Capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Agreement.

         2.       Amendments. Effective as of September 30, 2000 and subject to
the conditions set forth below, the Agreement is amended as follows:

                  (a) Subsection 1.1 is hereby amended by adding the following
definition to subsection 1.1 in its appropriate place:

                  "Nineteenth Amendment Effective Date" means September 30,
                  2000."

                  (b) Subsection 2.1 (A) is amended by deleting the first
paragraph of subsection 2.1 (A) in its entirety and inserting the following in
lieu thereof:

                  "Revolving Loan. Subject to the terms and conditions of this
                  Agreement and in reliance upon the representations and
                  warranties of Borrower herein set forth, each Lender agrees to
                  lend to Borrower from time to time during the period from the
                  Nineteenth Amendment Effective Date to and excluding the
                  Expiry Date, its Pro Rata Share of the Revolving Loan. The
                  aggregate amount of all Revolving Loan Commitments shall be
                  $30,000,000, as reduced from time to time pursuant to
                  subsection 2.4. Amounts borrowed under this subsection 2.1(A)
                  may be repaid and reborrowed at any time prior to the Expiry
                  Date. No Lender shall have any obligation to make advances
                  under this subsection 2.1(A) to the extent any requested
                  advance would cause the principal balance of the Revolving
                  Loans then outstanding to exceed the Maximum Revolving Loan
                  Amount;

<PAGE>

                  provided that Lenders may, in their sole discretion, elect
                  from time to time to make Loans in excess of the Maximum
                  Revolving Loan Amount."

                  (c) Subsection 2.3 (B) is hereby amended by increasing the
unused facility fee from 0.375% to 0.5% per annum.

                  (d) Subsection 2.5 is amended by deleting the first sentence
of subsection 2.5 in its entirety and inserting the following in lieu thereof:

                  "This Agreement shall be effective until November 12, 2001
                  (the "Termination Date"), and the Commitments shall terminate
                  on said date."

                  (e) Subsection 6.2 is hereby amended by deleting subsection
6.2 in its entirety and inserting the following in lieu thereof:

                  "Fixed Charge Coverage. The Fixed Charge Coverage, on a
                  trailing twelve (12) Fiscal Month basis, shall not be less
                  than 0.7 to 1.0 for the Fiscal Quarter ending September 30,
                  2000 and each Fiscal Quarter thereafter."

                  (f) Subsection 6.5 is hereby amended by deleting subsection
6.5 in its entirety and inserting the following in lieu thereof:

                  "EBIDAT. EBIDAT, on a trailing twelve (12) Fiscal Month basis,
                  shall not be less than $20,000,000 for the Fiscal Quarter
                  ending September 30, 2000 and each Fiscal Quarter thereafter."

         3.       Covenants. Notwithstanding the limitations of subsection 7.11,
Borrowers may make payments of fees and compensation to Trivest, Inc. and its
officers and subsidiaries, for November 12, 2000 through the Termination Date,
so long as such payments do not exceed 110% of the total amount paid from
January 1, 2000 through December 31, 2000. Fees paid to Trivest, Inc. in
relation to acquisitions and dispositions of investments shall be excluded for
purposes of this calculation.

         4.       Conditions. The effectiveness of this Amendment is subject to
the following conditions precedent (unless specifically waived in writing by
Agent):

                  (a) Borrower shall have executed and delivered this Amendment,
and such other documents and instruments as Agent may require shall have been
executed and/or delivered to Agent;

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

                  (c) No Default or Event of Default shall have occurred and be
continuing;

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<PAGE>

                  (d) Borrower shall have paid Agent a closing fee in the amount
of $90,000.00 (Ninety Thousand and 00/100 Dollars);

                  (e) Borrower shall have paid to Agent a documentation fee in
the amount of $500.00 (Five Hundred and 00/100 Dollars); and

                  (f) Borrower shall deliver to Agent a Fifth Amended and
Restated Revolving Note in the amount of $30,000,000.00 (Thirty Million and
00/100 Dollars).

         5.       Representations and Warranties. To induce Agent and Lenders to
enter into this Amendment, Borrower represents and warrants to Agent and
Lenders:

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

                  (b) that each of the representations and warranties set forth
in Section 4 of the 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.

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

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

         8.       Counterparts. This 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.

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


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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.


Heller Financial, Inc.,                     ATLANTIS PLASTICS, INC.,
 as Agent and Lender                        Borrower

By:                                         By:
   ----------------------------                ----------------------------
Title:                                      Title:
      -------------------------                   -------------------------


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<PAGE>

                                 Acknowledgment

         Each of Atlantis Molded Plastics, Inc., Atlantis Plastic Injection
Molding, Inc. (f/k/a Cyanede Plastics, Inc.), Atlantis Plastic Films, Inc. and
Pierce Plastics, Inc. hereby acknowledges and consents to the terms of this
Agreement and hereby affirms, ratifies and confirms all of the terms and
provisions of such entity's Guaranty in favor of Agent and Lenders.

                                       ATLANTIS MOLDED PLASTICS, INC.


                                       By:
                                          -------------------------------------
                                       Name:
                                       Title:

                                       ATLANTIS PLASTIC INJECTION MOLDING, INC.


                                       By:
                                          -------------------------------------
                                       Name:
                                       Title:


                                       ATLANTIS PLASTIC FILMS, INC.


                                       By:
                                          -------------------------------------
                                       Name:
                                       Title:

                                       PIERCE PLASTICS, INC.


                                       By:
                                          -------------------------------------
                                       Name:
                                       Title:


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