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Exhibit 10.1—SIXTH AMENDMENT AND WAIVER    
  



        SIXTH AMENDMENT AND WAIVER (this "Amendment"), dated as of December 20, 2002, among CONSOLIDATED CONTAINER HOLDINGS LLC, a Delaware limited liability
company ("Holdings"), CONSOLIDATED CONTAINER COMPANY LLC, a Delaware limited liability company (the "Borrower"), the Banks party to the Credit Agreement referred to below (the "Banks"), DEUTSCHE BANK
TRUST COMPANY AMERICAS, (f/k/a Bankers Trust Company), as Administrative Agent (the "Administrative Agent"), JPMORGAN CHASE BANK (successor by merger to Morgan Guaranty Trust Company of New York), as
Documentation Agent (the "Documentation Agent"), and CREDIT SUISSE FIRST BOSTON (f/k/a Donaldson, Lufkin & Jenrette Securities Corporation), as Syndication Agent (the "Syndication Agent" and,
together with the Administrative Agent and the Documentation Agent, the "Agents"). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective
meanings provided such terms in the Credit Agreement referred to below. 


W I T N E S S E T H:  


        WHEREAS, Holdings, the Borrower, the Banks and the Agents are parties to a Credit Agreement, dated as of July 1, 1999 (as amended, restated, modified
and/or supplemented, the "Credit Agreement"); and 


        WHEREAS,
subject to the terms and conditions of this Amendment, the Banks wish to grant certain amendments under the Credit Agreement as herein provided on the terms and conditions set
forth herein; 


        NOW,
THEREFORE, it is agreed: 


        I.    Amendments and Waivers.    



        1.    Sections
4.02(b), 4.02(c) and 4.02(e) of the Credit Agreement are hereby amended by, in each case, deleting the date "December 31, 2002" appearing in the table set
forth in said Section and inserting the date "January 7, 2003" in lieu thereof. 


        2.    The
definition of "Tranche 3 Revolving Loan Maturity Date" is hereby amended by deleting the date "January 5, 2003" appearing therein and inserting the date
"January 7, 2003" in lieu thereof. 


        3.    For
the period (the "Waiver Period") from the Sixth Amendment Effective Date (as defined below) to and including January 7, 2003, the Banks hereby waive Holdings'
and the Borrower's obligation to comply with (i) Sections 8.08, 8.09 and 8.10 of the Credit Agreement, in each case, with respect to the Test Period ending on December 31, 2002 and
(ii) Section 8.18 of the Credit Agreement for the fiscal month of Holdings ending on December 31, 2002. This waiver shall have no force or effect upon the expiration of the Waiver
Period at which time all Events of Default that would have arisen (without giving effect to this Amendment) as a result of Holdings' and the Borrower's failure to comply with the aforementioned
Sections shall exist and be continuing for all purposes under the Credit Agreement, the other Credit Documents and each Tranche 3 Guaranty. 




        II.    Acknowledgments and Agreements with respect to various Credit Documents and each Tranche 3 Guaranty.    



        1.    For
the avoidance of doubt, each Credit Party hereby acknowledges and confirms its due authorization, execution and delivery of all Credit Documents (each Credit Document
as amended, restated, modified and/or supplemented through and including the date hereof) to which it is a party, including all instruments, financing statements, agreements, certificates and
documents executed and delivered in connection therewith, and hereby ratifies all actions heretofore taken in connection therewith. 






 

        2.    Each
Credit Party, by its execution (or acknowledgment, as the case may be) and delivery of this Amendment, hereby consents to the extensions of credit pursuant to the
Credit Agreement (including, without limitation, as amended by this Amendment). Each Credit Party further acknowledges and agrees to the provisions of this Amendment and hereby agrees for the benefit
of the Banks that all extensions of credit (including as contemplated by this Amendment) pursuant to the Credit Agreement (including, without limitation, as amended by this Amendment, and as same may
be further amended, restated, modified and/or supplemented from time to time) shall be fully entitled to all benefits of, and shall be fully guaranteed and secured pursuant to and in accordance with
the terms of, each of the Credit Documents, as applicable. 


        3.    For
the avoidance of doubt, each Tranche 3 Guarantor hereby acknowledges and confirms its due authorization, execution and delivery of the respective Tranche 3 Guaranty
(as amended, restated, modified and/or supplemented through and including the date hereof) to which it is a party, including all agreements, certificates and documents executed and delivered in
connection therewith, and hereby ratifies all actions heretofore taken in connection therewith. 


        4.    Each
Tranche 3 Guarantor, by its execution (or acknowledgment, as the case may be) and delivery of this Amendment, hereby consents to the extension of Tranche 3 Revolving
Loans pursuant to the Credit Agreement (including, without limitation, as amended by this Amendment). Each Tranche 3 Guarantor further acknowledges and agrees to the provisions of this Amendment and
hereby agrees for the benefit of the Banks that all extensions of Tranche 3 Revolving Loans (including as contemplated by this Amendment) pursuant to the Credit Agreement shall be fully entitled to
all benefits of, and shall be fully guaranteed pursuant to and in accordance with the terms of, the respective Tranche 3 Guaranty to which it is a party. 




        III.    Miscellaneous.    



        1.    This
Amendment is limited as specified and shall not constitute a modification, acceptance or Amendment of any other provision of the Credit Agreement or any other Credit
Document. 


        2.    This
Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and
delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 


        3.    THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 


        4.    This
Amendment shall become effective on the date (the "Sixth Amendment Effective Date") when (i) each Credit Party, each Tranche 3 Guarantor, each Tranche 3
Revolving Loan Bank, the Majority Banks of the A Term Loan Tranche, the Majority Banks of the B Term Loan Tranche, the Majority Banks of the Tranche 2 Converted Term Loan Tranche and the Required
Banks shall have signed a counterpart hereof (whether the same or different counterpart) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at
the Notice Office and (ii) the Borrower shall have paid to each Bank which executes and delivers to the Administrative Agent a counterpart of this Amendment on or before 5:00 p.m. (New
York time) on December 20, 2002, a fee equal to 0.10% of the sum of (w) the aggregate principal amount of such Bank's outstanding Term Loans on the Sixth Amendment Effective Date,
(x) the aggregate principal amount of such Bank's Tranche 2 Converted Term Loans on the Sixth Amendment Effective Date, (y) such Bank's Revolving Loan Commitment on the Sixth Amendment
Effective Date and (z) such Bank's Tranche 3 Revolving Loan Commitment on the Sixth Amendment Effective Date. 



2





 




        5.    In
order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that (i) the representations, warranties and agreements
contained in Section 6 of the Credit Agreement are true and correct in all material respects on and as of the Sixth Amendment Effective Date, both before and after giving effect to this
Amendment and (ii) there exists no Default or Event of Default on the Sixth Amendment Effective Date, after giving effect to the Amendments contained in this Amendment. 


        6.    From
and after the Sixth Amendment Effective Date, all references in the Credit Agreement and each of the Credit Documents to the Credit Agreement shall be deemed to be
references to the Credit Agreement as amended hereby. 


*        *        *




3







   
        IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. 



	 	 	CONSOLIDATED CONTAINER HOLDINGS LLC
	

 	
 	

By:	

/s/ Richard P. Sehring

	 	 	 	Name:  Richard P. Sehring
	 	 	 	Title:    SVP Finance and Accounting
	

 	
 	

CONSOLIDATED CONTAINER COMPANY LLC
	 	 	By:	Consolidated Container Holdings LLC, as its Sole Member and Manager
	

 	
 	

By:	

/s/ Richard P. Sehring

	 	 	 	Name:  Richard P. Sehring
	 	 	 	Title:    SVP Finance and Accounting
	

 	
 	

DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	 	 	Individually and as Administrative Agent
	

 	
 	

By:	

/s/ Marco Orlando

	 	 	 	Name:  Marco Orlando
	 	 	 	Title:    Director
	

 	
 	

JPMORGAN CHASE BANK,
	 	 	 	Individually and as Documentation Agent
	

 	
 	

By:	

/s/ Douglas A. Jenks

	 	 	 	Name:  Douglas A. Jenks
	 	 	 	Title:    Vice President




4





 


	

 	
 	

SIGNATURE PAGE TO THE SIXTH AMENDMENT AND WAIVER, DATED AS OF DECEMBER 20, 2002, TO THE CREDIT AGREEMENT, DATED AS OF JULY 1,1999, AMONG CONSOLIDATED CONTAINER HOLDINGS LLC, CONSOLIDATED CONTAINER COMPANY LLC, THE VARIOUS BANKS PARTY THERETO,
JPMORGAN CHASE BANK (SUCCESSOR BY MERGER TO MORGAN GUARANTY TRUST COMPANY OF NEW YORK), AS DOCUMENTATION AGENT, CREDIT SUISSE FIRST BOSTON (F/K/A DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION), AS SYNDICATION AGENT, AND DEUTSCHE BANK
TRUST COMPANY AMERICAS (F/K/A BANKERS TRUST COMPANY), AS ADMINISTRATIVE AGENT
	

 	
 	

NAME OF INSTITUTION:
	

 	
 	

ADDISON CDO, LIMITED (#1279)
	 	 	By:	Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

By:	

/s/ Mohan V. Phansalkar

	 	 	 	Name:  Mohan V. Phansalkar
	 	 	 	Title:    Executive Vice President
	

 	
 	

AIMCO CDO SERIES 2000-A
	

 	
 	

By:	

/s/ Chris Goergen

	 	 	 	Name:  Chris Goergen
	 	 	 	Title:    Authorized Signatory
	

 	
 	

By:	

/s/ Patricia W. Wilson

	 	 	 	Name:  Patricia W. Wilson
	 	 	 	Title:    Authorized Signatory



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	 	 	AIMCO CLO SERIES 2001-A
	

 	
 	

By:	

/s/ Chris Goergen

	 	 	 	Name:  Chris Goergen
	 	 	 	Title:    Authorized Signatory
	

 	
 	

By:	

/s/ Patricia W. Wilson

	 	 	 	Name:  Patricia W. Wilson
	 	 	 	Title:    Authorized Signatory
	

 	
 	

APEX (IDM) CDO I, Ltd.
	 	 	By:	David L. Babson & Company Inc. as Collateral Manager
	

 	
 	

By:	

/s/ Glen Duffy

	 	 	 	Name:  Glen Duffy
	 	 	 	Title:    Managing Director
	

 	
 	

ATHENA CDO, LIMITED (#1277)
	 	 	By:	Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

By:	

/s/ Mohan V. Phansalkar

	 	 	 	Name:  Mohan V. Phansalkar
	 	 	 	Title:    Executive Vice President
	

 	
 	

BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.
	

 	
 	

By:	

/s/ Thomas L. Mowat

	 	 	 	Name:  Thomas L. Mowat
	 	 	 	Title:    Director
	

 	
 	

By:	

/s/ Elizabeth Tallmadge

	 	 	 	Name: Elizabeth Tallmadge
	 	 	 	Title:    Managing Director Chief Investment Officer
	

 	
 	

BANK OF MONTREAL
	

 	
 	

By:	

/s/ Mary Kay Parsek

	 	 	 	Name:  Mary Kay Parsek
	 	 	 	Title:    Director
	

 	
 	

BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH
	

 	
 	

By:	

/s/ Thomas L. Mowat

	 	 	 	Name:  Thomas L. Mowat
	 	 	 	Title:    Director
	

 	
 	

By:	

/s/ Elizabeth Tallmadge

	 	 	 	Name:  Elizabeth Tallmadge
	 	 	 	Title:    Managing Director Chief Investment Officer



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	 	 	BEDFORD CDO, LIMITED (#1276)
	 	 	By:	Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

By:	

/s/ Mohan V. Phansalkar

	 	 	 	Name:  Mohan V. Phansalkar
	 	 	 	Title:    Executive Vice President
	

 	
 	

CAPTIVA II FINANCE LTD.
	

 	
 	

By:	

/s/ David Dryer

	 	 	 	Name:  David Dryer
	 	 	 	Title:    Director
	

 	
 	

CAPTIVA III FINANCE LTD. (ACCT. 275),
	 	 	as advised by Pacific Investment Management Company LLC
	

 	
 	

By:	

/s/ David Dryer

	 	 	 	Name:  David Dryer
	 	 	 	Title:    Director
	

 	
 	

CAPTIVA IV FINANCE LTD. (ACCT. 1275),
	 	 	as advised by Pacific Management Company LLC
	

 	
 	

By:	

/s/ David Dryer

	 	 	 	Name:  David Dryer
	 	 	 	Title:    Director
	

 	
 	

CARLYLE HIGH YIELD PARTNERS II, LTD.
	

 	
 	

By:	

/s/ Linda Pace

	 	 	 	Name:  Linda Pace
	 	 	 	Title:    Principal
	

 	
 	

CENTURION CDO II, LTD.
	 	 	By:	American Express Asset Management Group Inc. as Collateral Manager
	

 	
 	

By:	

/s/ Leanne Stavrakis

	 	 	 	Name:  Leanne Stavrakis
	 	 	 	Title:    Director-Operations
	

 	
 	

CENTURIAN CDO III
	 	 	By:	American Express Asset Management Group Inc. as Collateral Manager
	

 	
 	

By:	

/s/ Leanne Stavrakis

	 	 	 	Name:  Leanne Stavrakis
	 	 	 	Title:    Director-Operations



7





 

	

 	
 	

CENTURIAN CDO VI, LTD.
	 	 	By:	American Express Asset Management Group Inc. as Collateral Manager
	

 	
 	

By:	

/s/ Leanne Stavrakis

	 	 	 	Name:  Leanne Stavrakis
	 	 	 	Title:    Director-Operations
	

 	
 	

DELANO COMPANY (#274)
	 	 	By:	Pacific Investment Mangement Company LLC, as its Investment Advisor
	

 	
 	

By:	

/s/ Mohan V. Phansalkar

	 	 	 	Title:  Mohan V. Phansalkar
	 	 	 	Title:    Executive Vice President
	

 	
 	

EATON VANCE CDO IV, LTD.
	 	 	By:	Eaton Vance Management as Investment Advisor
	

 	
 	

By:	

/s/ Scott H. Page

	 	 	 	Name:  Scott H. Page
	 	 	 	Title:    Vice President
	

 	
 	

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
	 	 	By:	Eaton Vance Management as Investment Advisor
	

 	
 	

By:	

/s/ Scott H. Page

	 	 	 	Name:  Scott H. Page
	 	 	 	Title:    Vice President
	

 	
 	

EATON VANCE SENIOR INCOME TRUST
	 	 	By:	Eaton Vance Management as Investment Advisor
	

 	
 	

By:	

/s/ Scott H. Page

	 	 	 	Name:  Scott H. Page
	 	 	 	Title:    Vice President
	

 	
 	

ELC (CAYMAN) LTD.
	 	 	By:	David L. Babson & Company Inc. as Collateral Manager
	

 	
 	

By:	

/s/ Glen Duffy

	 	 	 	Name:  Glen Duffy
	 	 	 	Title:    Managing Director
	

 	
 	

ELC (CAYMAN) LTD. 2000-I
	 	 	By:	David L. Babson & Company Inc. as Collateral Manager
	

 	
 	

By:	

/s/ Glen Duffy

	 	 	 	Name:  Glen Duffy
	 	 	 	Title:    Managing Director



8





 

	 	 	ELC (CAYMAN) LTD. CDO SERIES 1999-I
	 	 	By:	David L. Babson & Company Inc. as Collateral Manager
	

 	
 	

By:	

/s/ Glen Duffy

	 	 	 	Name:  Glen Duffy
	 	 	 	Title:    Managing Director
	

 	
 	

ERSTE BANK
	

 	
 	

By:	

/s/ Brandon A. Meyerson

	 	 	 	Name:  Brandon A. Meyerson
	 	 	 	Title:    Vice President
	

 	
 	

By:	

/s/ Lynne McCarthy

	 	 	 	Name:  Lynne McCarthy
	 	 	 	Title:    Vice President
	

 	
 	

FIRSTRUST BANK
	

 	
 	

By:	

/s/ Kent Nelson

	 	 	 	Name:  Kent Nelson
	 	 	 	Title:    Senior Vice President
	

 	
 	

FLAGSHIP CLO 2001-1
	

 	
 	

By:	

/s/ Mark S. Pelletier

	 	 	 	Name:  Mark S. Pelletier
	 	 	 	Title:    Director
	

 	
 	

FLEET NATIONAL BANK
	

 	
 	

By:	

/s/ Virginia Dennett

	 	 	 	Name:  Virginia Dennett
	 	 	 	Title:    Director
	

 	
 	

GENERAL ELECTRIC CAPITAL CORPORATION
	

 	
 	

By:	

/s/ W. Jerome McDermott

	 	 	 	Name:  W. Jerome McDermott
	 	 	 	Title:    Duly Authorized Signatory
	

 	
 	

GRAYSON & CO.
	 	 	By:	Boston Management and Research as Investment Advisor
	

 	
 	

By:	

/s/ Scott H. Page

	 	 	 	Name:  Scott H. Page
	 	 	 	Title:    Vice President
	

 	
 	

HAMILTON CDO, LTD.
	 	 	By:	Stanfield Capital Partners LLC
	

 	
 	

By:	

/s/ Christopher A. Bondy

	 	 	 	Name:  Christopher A. Bondy

Title:    Partner



9





 

	

 	
 	

HIGHLAND LEGACY LIMITED
	 	 	By:	Highland Capital Management, L.P. as Collateral Manager
	

 	
 	

By:	

/s/ Mark Okada

	 	 	 	Name:  Mark Okada
	 	 	 	Title:    Chief Investment Officer, Highland Capital Management, L.P.
	

 	
 	

HIGHLAND LOAN FUNDING V LTD.
	 	 	By:	Highland Capital Management, L.P. as Collateral Manager
	

 	
 	

By:	

/s/ Mark Okada

	 	 	 	Name:  Mark Okada
	 	 	 	Title:    Chief Investment Officer, Highland Capital Management, L.P.
	

 	
 	

JISSEKIKUN FUNDING, LTD. (#1288)
	 	 	By:	Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

By:	

/s/ Mohan V. Phansalkar

	 	 	 	Name:  Mohan V. Phansalkar
	 	 	 	Title:    Executive Vice President
	

 	
 	

KZH CRESCENT LLC
	

 	
 	

By:	

/s/ Rowena Smith

	 	 	 	Name:  Rowena Smith
	 	 	 	Title:    Authorized Agent
	

 	
 	

KZH CRESCENT-2 LLC
	

 	
 	

By:	

/s/ Rowena Smith

	 	 	 	Name:  Rowena Smith
	 	 	 	Title:    Authorized Agent
	

 	
 	

KZH CRESCENT-3 LLC
	

 	
 	

By:	

/s/ Rowena Smith

	 	 	 	Name:  Rowena Smith
	 	 	 	Title:    Authorized Agent
	

 	
 	

KZH CYPRESSTREE-1 LLC
	

 	
 	

By:	

/s/ Rowena Smith

	 	 	 	Name:  Rowena Smith
	 	 	 	Title:    Authorized Agent
	

 	
 	

KZH ING-2 LLC
	

 	
 	

By:	

/s/ Rowena Smith

	 	 	 	Name:  Rowena Smith
	 	 	 	Title:    Authorized Agent



10





 

	

 	
 	

KZH PONDVIEW LLC
	

 	
 	

By:	

/s/ Rowena Smith

	 	 	 	Name:  Rowena Smith
	 	 	 	Title:    Authorized Agent
	

 	
 	

KZH STERLING LLC
	

 	
 	

By:	

/s/ Rowena Smith

	 	 	 	Name:  Rowena Smith
	 	 	 	Title:    Authorized Agent
	

 	
 	

KZH WATERSIDE LLC
	

 	
 	

By:	

/s/ Rowena Smith

	 	 	 	Name:  Rowena Smith
	 	 	 	Title:    Authorized Agent
	 	 	MIZUHO CORPORATE BANK, LTD.
	

 	
 	

By:	

/s/ Naoki Yamamori

	 	 	 	Name:  Naoki Yamamori
	 	 	 	Title:    Deputy General Manager
	

 	
 	

NATIONAL CITY BANK
	

 	
 	

By:	

/s/ Andrew Pernsteiner

	 	 	 	Name:  Andrew Pernsteiner
	 	 	 	Title:    Account Officer
	

 	
 	

OAK BROOK BANK
	

 	
 	

By:	

/s/ Henry Wessel

	 	 	 	Name:  Henry Wessel
	 	 	 	Title:    Vice President
	

 	
 	

PAMCO CAYMAN LTD
	 	 	By:	Highland Capital Management, L.P. as Collateral Manager
	

 	
 	

By:	

/s/ Mark Okada

	 	 	 	Name:  Mark Okada
	 	 	 	Title:    Chief Investment Officer, Highland Capital Management, L.P.
	

 	
 	

PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.
	 	 	By:	HVB Credit Advisors LLC
	

 	
 	

By:	

/s/ Thomas R. Mowat

	 	 	 	Name:  Thomas R. Mowat
	 	 	 	Title:    Director
	

 	
 	

By:	

/s/ Elizabeth Tallmadge

	 	 	 	Name:  Elizabeth Tallmadge
	 	 	 	Title:    Managing Director Chief Investment Officer



11





 

	

 	
 	

RESTORATION FUNDING CLO, LTD.
	 	 	By:	Highland Capital Management, L.P. as Collateral Manager
	

 	
 	

By:	

/s/ Mark Okada

	 	 	 	Name:  Mark Okada
	 	 	 	Title:    Chief Investment Officer, Highland Capital Management, L.P.
	

 	
 	

SENIOR DEBT PORTFOLIO
	 	 	By:	Boston Management and Research as Investment Advisor
	

 	
 	

By:	

/s/ Scott H. Page

	 	 	 	Name:  Scott H. Page
	 	 	 	Title:    Vice President
	

 	
 	

SEQUILS - CENTURION V, LTD.
	 	 	By:	American Express Asset Management Group Inc. as Collateral Manager
	

 	
 	

By:	

/s/ Leanne Stavrakis

	 	 	 	Name:  Leanne Stavrakis
	 	 	 	Title:    Director-Operations
	

 	
 	

SEQUILS I, LTD.
	 	 	By:	TCW Advisors, Inc. as its Collateral Manager
	

 	
 	

By:	

/s/ Mark L. Gold

	 	 	 	Name:  Mark L. Gold
	 	 	 	Title:    Managing Director
	

 	
 	

By:	

/s/ G. Steven Kalin

	 	 	 	Name:  G. Steven Kalin
	 	 	 	Title:    Vice President
	

 	
 	

SEQUILS IV, LTD.
	 	 	By:	TCW Advisors, Inc. as its Collateral Manager
	

 	
 	

By:	

/s/ Mark L. Gold

	 	 	 	Name:  Mark L. Gold
	 	 	 	Title:    Managing Director
	

 	
 	

By:	

/s/ G. Steven Kalin

	 	 	 	Name:  G. Steven Kalin
	 	 	 	Title:    Vice President
	

 	
 	

STANFIELD ARBITRAGE CDO, LTD.
	 	 	By:	Stanfield Capital Partners LLC as Collateral Manager
	

 	
 	

By:	

/s/ Christopher A. Bondy

	 	 	 	Name:  Christopher A. Bondy
	 	 	 	Title:    Partner



12





 

	

 	
 	

SUNAMERICA SENIOR FLOATING RATE FUND, INC.
	 	 	By:	Stanfield Capital Partners LLC as Subadvisor
	

 	
 	

By:	

/s/ Christopher A. Bondy

	 	 	 	Name:  Christopher A. Bondy
	 	 	 	Title:    Partner
	

 	
 	

TALCOTT NOTCH CBO-I
	 	 	By:	General Re-New England Asset Management, Inc., as Collateral Manager
	

 	
 	

By:	

/s/ Susan Bosworth

	 	 	 	Name:  Susan Bosworth
	 	 	 	Title:    Vice President
	

 	
 	

TCW LEVERAGED INCOME TRUST, L.P.
	 	 	By:	TCW Advisers (Bermuda), Ltd., as General Partner
	

 	
 	

By:	

/s/ Mark L. Gold

	 	 	 	Name:  Mark L. Gold
	 	 	 	Title:    Managing Director
	

 	
 	

By:	

TCW Investment Management Company, as Investment Adviser
	

 	
 	

By:	

/s/ G. Steven Kalin

	 	 	 	Name:  G. Steven Kalin
	 	 	 	Title:    Vice President
	

 	
 	

TCW LEVERAGED INCOME TRUST II, L.P.
	 	 	By:	TCW Advisers (Bermuda), Ltd., as General Partner
	

 	
 	

By:	

/s/ Mark L. Gold

	 	 	 	Name:  Mark L. Gold
	 	 	 	Title:    Managing Director
	

 	
 	

By:	

TCW Investment Management Company, as Investment Adviser
	

 	
 	

By:	

/s/ G. Steven Kalin

	 	 	 	Name:  G. Steven Kalin
	 	 	 	Title:    Vice President
	

 	
 	

TCW SELECT LOAN FUND, LIMITED
	 	 	By:	TCW Advisors, Inc. as its Collateral Manager
	

 	
 	

By:	

/s/ Mark L. Gold

	 	 	 	Name:  Mark L. Gold
	 	 	 	Title:    Managing Director
	

 	
 	

By:	

/s/ G. Steven Kalin

	 	 	 	Name:  G. Steven Kalin

Title:    Vice President



13





 

	 	 	THE BANK OF NEW YORK
	

 	
 	

By:	

/s/ Brendan T. Nedzi

	 	 	 	Name:  Brendan T. Nedzi
	 	 	 	Title:    SVP
	

 	
 	

THE BANK OF NOVA SCOTIA
	

 	
 	

By:	

/s/ Mark Sparrow

	 	 	 	Name:  Mark Sparrow
	 	 	 	Title:    Director
	

 	
 	

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
	

 	
 	

By:	

/s/ Mary Gaffney

	 	 	 	Name:  Mary Gaffney
	 	 	 	Title:    Associate Director
	

 	
 	

By:	

/s/ Kieran Rockett

	 	 	 	Name:  Kieran Rockett
	 	 	 	Title:    Deputy Manager
	

 	
 	

THE SUMITOMO TRUST AND BANKING CO., LTD.
	

 	
 	

By:	

/s/ Elizabeth A. Quirk

	 	 	 	Name:  Elizabeth A. Quirk
	 	 	 	Title:    Vice President
	

 	
 	

TORONTO DOMINION (NEW YORK), INC.
	

 	
 	

By:	

/s/ Stacy Malek

	 	 	 	Name:  Stacy Malek
	 	 	 	Title:    Vice President
	

 	
 	

TRYON CDO LTD. 2000-I
	 	 	By:	David L. Babson & Company Inc. as Collateral Manager
	

 	
 	

By:	

/s/ Glen Duffy

	 	 	 	Name:  Glen Duffy
	 	 	 	Title:    Managing Director
	

 	
 	

WEBSTER BANK
	

 	
 	

By:	

/s/ John Gilsenan

	 	 	 	Name:  John Gilsenan
	 	 	 	Title:    Vice President
	

 	
 	

WINDSOR LOAN FUNDING, LIMITED
	 	 	By:	Stanfield Capital Partners LLC as Collateral Manager
	

 	
 	

By:	

/s/ Christopher A. Bondy

	 	 	 	Name:  Christopher A. Bondy
	 	 	 	Title:    Partner




14





 

Acknowledged
and Agreed to by: 



	

VESTAR CAPITAL PARTNERS III, L.P.	
 	

 
	

By:	
 	

Vestar Associates III, L.P.,

its General Partner	
 	

 
	

By:	
 	

Vestar Associates Corporation III,

its General Partner	
 	

 
	

By:	
 	

/s/ John R. Woodard
	
 	

 
	 	 	Name:	 	John R. Woodard	 	 
	 	 	Title:	 	Managing Director	 	 
	

DEAN FOODS COMPANY	
 	

 
	

By:	
 	

/s/ Ronald H. Klein
	
 	

 
	 	 	Name:	 	Ronald H. Klein	 	 
	 	 	Title:	 	SVP Corporate Development	 	 
	

CONSOLIDATED CONTAINER COMPANY LP	
 	

 
	

By:	
 	

/s/ Richard P. Sehring
	
 	

 
	 	 	Name:	 	Richard P. Sehring	 	 
	 	 	Title:	 	SVP Finance and Accounting	 	 
	

REID PLASTICS GROUP LLC	
 	

 
	

By:	
 	

/s/ Richard P. Sehring
	
 	

 
	 	 	Name:	 	Richard P. Sehring	 	 
	 	 	Title:	 	SVP Finance and Accounting	 	 
	

CONSOLIDATED CONTAINER CAPITAL, INC.	
 	

 
	

By:	
 	

/s/ Richard P. Sehring
	
 	

 
	 	 	Name:	 	Richard P. Sehring	 	 
	 	 	Title:	 	SVP Finance and Accounting	 	 
	

PLASTIC CONTAINERS LLC	
 	

 
	

By:	
 	

/s/ Richard P. Sehring
	
 	

 
	 	 	Name:	 	Richard P. Sehring	 	 
	 	 	Title:	 	SVP Finance and Accounting	 	 
	

CONTINENTAL CARRIBEAN CONTAINERS, INC.	
 	

 
	

By:	
 	

/s/ Richard P. Sehring
	
 	

 
	 	 	Name:	 	Richard P. Sehring	 	 
	 	 	Title:	 	SVP Finance and Accounting	 	 




15









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Exhibit 10.1—SIXTH AMENDMENT AND WAIVER