exv4w4



 





Exhibit 4.4



MULTICURRENCY CREDIT AGREEMENT




Dated as of




February 27, 2004




Among




APTARGROUP, INC.,

APTARGROUP HOLDING SAS,




THE LENDERS PARTY HERETO,




SOCIETE GENERAL, NEW YORK
BRANCH
as Syndication Agent



THE BANK OF
TOKYO-MITSUBISHI, LTD.,
KEYBANK NATIONAL ASSOCIATION, and

LASALLE BANK NATIONAL ASSOCIATION,
as Co-Documentation Agents




and




BANK OF AMERICA, N.A.,

as Administrative Agent




BANC OF AMERICA SECURITIES LLC,

as Sole Lead Arranger and Sole Book Manager




 









 






TABLE OF CONTENTS



	 	 	 	 	 	 	 
	 	 	 	 	Page

	SECTION 1. DEFINITIONS; INTERPRETATION	 	 	1	 
	Section 1.1
	 	Definitions	 	 	1	 
	Section 1.2
	 	Other Interpretive Provisions	 	 	16	 
	Section 1.3
	 	Accounting Terms	 	 	17	 
	Section 1.4
	 	Rounding	 	 	17	 
	Section 1.5
	 	References to Agreements and Laws	 	 	17	 
	Section 1.6
	 	Exchange Rates; Currency Equivalents	 	 	18	 
	Section 1.7
	 	Additional Alternative Currencies	 	 	18	 
	Section 1.8
	 	Change of Currency	 	 	19	 
	Section 1.9
	 	Times of Day	 	 	19	 
	SECTION 2. THE COMMITMENTS AND CREDIT EXTENSIONS	 	 	19	 
	Section 2.1
	 	Commitments	 	 	19	 
	Section 2.2
	 	Borrowings, Conversions and Continuations of Loans	 	 	20	 
	Section 2.3
	 	Prepayments	 	 	22	 
	Section 2.4
	 	Termination or Reduction of Commitments	 	 	23	 
	Section 2.5
	 	Repayment of Loans	 	 	24	 
	Section 2.6
	 	Interest	 	 	24	 
	Section 2.7
	 	Fees	 	 	24	 
	Section 2.8
	 	Computation of Interest and Fees	 	 	25	 
	Section 2.9
	 	Evidence of Debt	 	 	25	 
	Section 2.10
	 	Payments Generally	 	 	26	 
	Section 2.11
	 	Sharing of Payments	 	 	27	 
	Section 2.12
	 	Allocation of Payments Prior to Acceleration	 	 	28	 
	Section 2.13
	 	Allocations of Payments After Acceleration	 	 	28	 
	Section 2.14
	 	Aptar SAS As Borrower	 	 	29	 
	SECTION 3. TAXES, YIELD PROTECTION AND ILLEGALITY	 	 	30	 
	Section 3.1
	 	Taxes	 	 	30	 
	Section 3.2
	 	Illegality	 	 	31	 







 









 





TABLE OF
CONTENTS
(con’t)



	 	 	 	 	 	 	 
	 	 	 	 	Page

	Section 3.3
	 	Inability to Determine Rates	 	 	32	 
	Section 3.4
	 	Increased Cost and Reduced Return;
Capital Adequacy; Reserves on  Eurocurrency Rate Loans	 	 	32	 
	Section 3.5
	 	Compensation for Losses	 	 	34	 
	Section 3.6
	 	Matters Applicable to all Requests for Compensation	 	 	35	 
	Section 3.7
	 	Survival	 	 	35	 
	SECTION 4. CONDITIONS PRECEDENT	 	 	35	 
	Section 4.1
	 	Agreement Effectiveness	 	 	35	 
	Section 4.2
	 	All Credit Extensions	 	 	36	 
	SECTION 5. REPRESENTATIONS AND WARRANTIES	 	 	36	 
	Section 5.1
	 	Organization	 	 	36	 
	Section 5.2
	 	Corporate Power and Authority	 	 	36	 
	Section 5.3
	 	No Violation	 	 	37	 
	Section 5.4
	 	Governmental Authorization	 	 	37	 
	Section 5.5
	 	Litigation	 	 	37	 
	Section 5.6
	 	Use of Proceeds; Margin Regulations	 	 	37	 
	Section 5.7
	 	Investment Company Act	 	 	37	 
	Section 5.8
	 	Public Utility Holding Company Act	 	 	37	 
	Section 5.9
	 	True and Complete Disclosure	 	 	38	 
	Section 5.10
	 	Financial Statements	 	 	38	 
	Section 5.11
	 	No Material Adverse Change	 	 	38	 
	Section 5.12
	 	Labor Controversies	 	 	38	 
	Section 5.13
	 	Taxes	 	 	38	 
	Section 5.14
	 	ERISA Compliance	 	 	38	 
	Section 5.15
	 	Intellectual Property	 	 	39	 
	Section 5.16
	 	Compliance with Statutes, Etc.	 	 	39	 
	Section 5.17
	 	Environmental Matters	 	 	39	 
	Section 5.18
	 	Existing Debt	 	 	40	 
	Section 5.19
	 	No Burdensome Restrictions; Compliance with Agreements	 	 	40	 







ii









 





TABLE OF
CONTENTS
(con’t)



	 	 	 	 	 	 	 
	 	 	 	 	Page

	Section 5.20
	 	Additional Representations as to Aptar SAS	 	 	40	 
	SECTION 6. COVENANTS	 	 	41	 
	Section 6.1
	 	Existence	 	 	41	 
	Section 6.2
	 	Maintenance	 	 	41	 
	Section 6.3
	 	Taxes	 	 	41	 
	Section 6.4
	 	ERISA	 	 	42	 
	Section 6.5
	 	Insurance	 	 	42	 
	Section 6.6
	 	Financial Reports and Other Information	 	 	42	 
	Section 6.7
	 	Lender Inspection Rights	 	 	44	 
	Section 6.8
	 	Conduct of Business	 	 	45	 
	Section 6.9
	 	Fiscal Years and Quarters	 	 	45	 
	Section 6.10
	 	Limitation on Certain Restrictions on Subsidiaries	 	 	45	 
	Section 6.11
	 	Mergers, Consolidations and Asset Sales	 	 	45	 
	Section 6.12
	 	Use of Property and Facilities;
Environmental, Health and Safety Laws	 	 	46	 
	Section 6.13
	 	Liens	 	 	46	 
	Section 6.14
	 	Debt	 	 	48	 
	Section 6.15
	 	Advances, Acquisitions, Investments and Loans	 	 	48	 
	Section 6.16
	 	Dividends and Other Shareholder Distributions	 	 	49	 
	Section 6.17
	 	Leverage	 	 	49	 
	Section 6.18
	 	Interest Coverage Ratio	 	 	49	 
	Section 6.19
	 	Transactions with Affiliates	 	 	49	 
	Section 6.20
	 	Compliance with Laws	 	 	49	 
	Section 6.21
	 	Take or Pay Contracts	 	 	50	 
	Section 6.22
	 	Inconsistent Agreements	 	 	50	 
	SECTION 7. EVENTS OF DEFAULT AND REMEDIES	 	 	50	 
	Section 7.1
	 	Events of Default	 	 	50	 
	Section 7.2
	 	Non-Bankruptcy Defaults	 	 	51	 
	Section 7.3
	 	Bankruptcy Defaults	 	 	52	 







iii









 





TABLE OF
CONTENTS
(con’t)



	 	 	 	 	 	 	 
	 	 	 	 	Page

	Section 7.4
	 	Notice of Default	 	 	52	 
	SECTION 8. ADMINISTRATIVE AGENT	 	 	52	 
	Section 8.1
	 	Appointment and Authorization of Administrative Agent	 	 	52	 
	Section 8.2
	 	Delegation of Duties	 	 	52	 
	Section 8.3
	 	Liability of Administrative Agent	 	 	52	 
	Section 8.4
	 	Reliance by Administrative Agent	 	 	53	 
	Section 8.5
	 	Notice of Default	 	 	53	 
	Section 8.6
	 	Credit Decision; Disclosure of
Information by Administrative Agent	 	 	54	 
	Section 8.7
	 	Indemnification of Administrative Agent	 	 	54	 
	Section 8.8
	 	Administrative Agent in its Individual Capacity	 	 	55	 
	Section 8.9
	 	Successor Administrative Agent	 	 	55	 
	Section 8.10
	 	Administrative Agent May File Proofs of Claim	 	 	55	 
	Section 8.11
	 	Other Agents; Arrangers and Managers	 	 	56	 
	SECTION 9. COMPANY GUARANTEE	 	 	56	 
	Section 9.1
	 	Unconditional Guarantee	 	 	56	 
	Section 9.2
	 	Guarantee Absolute	 	 	57	 
	Section 9.3
	 	Waivers	 	 	57	 
	Section 9.4
	 	Subrogation	 	 	58	 
	Section 9.5
	 	Survival	 	 	58	 
	SECTION 10. MISCELLANEOUS	 	 	59	 
	Section 10.1
	 	Amendments, Etc.	 	 	59	 
	Section 10.2
	 	Notices and Other Communications; Facsimile Copies	 	 	60	 
	Section 10.3
	 	No Waiver; Cumulative Remedies	 	 	61	 
	Section 10.4
	 	Attorney Costs, Expenses and Taxes	 	 	61	 
	Section 10.5
	 	Indemnification by the Borrowers	 	 	62	 
	Section 10.6
	 	Payments Set Aside	 	 	62	 
	Section 10.7
	 	Successors and Assigns	 	 	63	 
	Section 10.8
	 	Confidentiality	 	 	66	 







iv









 




TABLE OF
CONTENTS
(con’t)



	 	 	 	 	 	 	 
	 	 	 	 	Page

	Section 10.9
	 	Set-off	 	 	67	 
	Section 10.10
	 	Interest Rate Limitation	 	 	67	 
	Section 10.11
	 	Counterparts	 	 	67	 
	Section 10.12
	 	Integration	 	 	67	 
	Section 10.13
	 	Survival of Representations and Warranties	 	 	67	 
	Section 10.14
	 	Severability	 	 	68	 
	Section 10.15
	 	Tax Forms	 	 	68	 
	Section 10.16
	 	Replacement of Lenders	 	 	71	 
	Section 10.17
	 	Governing Law	 	 	71	 
	Section 10.18
	 	Waiver of Right to Trial by Jury	 	 	72	 
	Section 10.19
	 	USA PATRIOT Act Notice	 	 	72	 
	Section 10.20
	 	Judgment Currency	 	 	72	 
	Section 10.21
	 	Entire Agreement	 	 	73	 







	 	 	 	 	 
	EXHIBITS
	 	 	 	 
	Exhibit A

	 	—
	 	Form of Borrowing Notice
	Exhibit B

	 	—
	 	Form of Compliance Certificate
	Exhibit C

	 	—
	 	Form of Assignment and Assumption
	Exhibit D

	 	—
	 	Form of Aptar SAS Borrowing Agreement
	Exhibit E

	 	—
	 	Form of Note







	 	 	 	 	 
	SCHEDULES
	 	 	 	 
	Schedule 1.1

	 	 	 	Mandatory Cost Formulae
	Schedule 2.1

	 	 	 	Commitments and Percentages
	Schedule 5.1

	 	 	 	Subsidiaries
	Schedule 5.18

	 	 	 	Debt
	Schedule 5.20

	 	 	 	French Taxes
	Schedule 6.15

	 	 	 	Existing Loans, Advances and Investments
	Schedule 10.2

	 	 	 	Administrative Agent’s Office; Certain Addresses for Notices







v









 





     MULTICURRENCY CREDIT AGREEMENT, dated as of February 27, 2004, among
AptarGroup, Inc., a Delaware corporation (the “Company”), upon the earlier of
execution hereof or compliance with Section 2.14, AptarGroup Holding SAS, a
French company (“Aptar SAS” and, together with the Company, the “Borrowers” and
individually a “Borrower”) the lenders from time to time party hereto (each a
“Lender” and, collectively, the “Lenders”) and Bank of America, N.A., as
Administrative Agent.



     The Company has requested that the Lenders provide a multicurrency
revolving credit facility, and the Lenders are willing to do so on the terms
and conditions set forth herein.



     In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:



SECTION 1. DEFINITIONS; INTERPRETATION.




     Section 1.1
Definitions. The following terms when used herein have the
following meanings:



     “Administrative Agent” means Bank of America in its capacity as
administrative agent under any of the Credit Documents, or any successor
administrative agent.



     “Administrative Agent’s Office” means, with respect to any currency, the
Administrative Agent’s address and, as appropriate, account as set forth on
Schedule 10.2 with respect to such currency, or such other address or account
with respect to such currency as the Administrative Agent may from time to time
notify to the Company and the Lenders.



     “Administrative Questionnaire” means an Administrative Questionnaire in a
form supplied by the Administrative Agent.



     “Affiliate” means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. “Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto. Without limiting the
generality of the foregoing, a Person shall be deemed to be Controlled by
another Person if such other Person possesses, directly or indirectly, power to
vote 10% or more of the securities having ordinary voting power for the
election of directors, managing general partners or the equivalent.



     “Agent-Related Persons” means the Administrative Agent, together with its
Affiliates (including, in the case of Bank of America in its capacity as the
Administrative Agent, the Arranger), and the officers, directors, employees,
agents and attorneys-in-fact of such Persons and Affiliates.



     “Aggregate Commitments” means the sum of the Individual Commitments of all
the Lenders.



     “Agreement” means this Multicurrency Credit Agreement.



 









 





     “Alternative Currency” means each of Euro, Sterling and each other
currency (other than Dollars) that is approved in accordance with Section 1.7.



     “Alternative Currency Equivalent” means, at any time, with respect to any
amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent at such time on
the basis of the Spot Rate (determined in respect of the most recent
Revaluation Date) for the purchase of such Alternative Currency with Dollars.



     “Applicable Rate” means the following percentages per annum, based upon
the Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.6(b):



	 	 		 	 		 	 	 	 		 	 	 	 		 	 	 
	 	 	 	 	 	 	Applicable Rate	 	 	 	 	 	 
	Pricing	 	 	Consolidated	 	 	Facility	 	 	Eurocurrency	 	 	Utilization
	Level
	 	 	Leverage Ratio
	 	 	Fee
	 	 	Rate
	 	 	Fee

	1

	 	 	Less than or equal
to
               35%	 	 	 	.15	%	 	 	 	.25	%	 	 	 	.10	%
	2

	 	 	Less than or equal
to

45% but greater than

               35%	 	 	 	.175	%	 	 	 	.375	%	 	 	 	.10	%
	3

	 	 	Less than or equal
to
50% but greater than

               45%	 	 	 	.20	%	 	 	 	.475	%	 	 	 	.125	%
	4

	 	 	Greater than 50%
	 	 	 	.25	%	 	 	 	.625	%	 	 	 	.25	%





     Any increase or decrease in the Applicable Rate resulting from a change in
the Consolidated Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered
pursuant to Section 6.6(b); provided, however, that if a Compliance Certificate
is not delivered when due in accordance with such Section, then Pricing Level 4
shall apply as of the first Business Day after the date on which such
Compliance Certificate was required to have been delivered through the date of
delivery of such Compliance Certificate. The Applicable Rate in effect from
the Effective Date through the date the first Compliance Certificate is
required to be delivered pursuant to Section 6.6(b) shall be determined based
upon Pricing Level 1.



     “Applicable Time” means, with respect to any borrowings and payments in
any Alternative Currency, the local time in the place of settlement for such
Alternative Currency as may be determined by the Administrative Agent to be
necessary for timely settlement on the relevant date in accordance with normal
banking procedures in the place of payment.



     “Arranger” means Banc of America Securities LLC, in its capacity as sole
lead arranger and sole book manager.



     “Asset Sale” means any sale, transfer or other disposition by the Company
or any of its Subsidiaries to any Person other than the Company or any
Wholly-Owned Subsidiary of the



2









 







Company of any asset (including, without limitation, any capital stock or
other securities of another Person) of the Company or such Subsidiary other
than (i) sales, transfers or other dispositions of inventory in the ordinary
course of business, (ii) sales of equipment and other fixed assets no longer
used or useful in the business of the Company or any of its Subsidiaries, as
determined by the Company or such Subsidiary in its reasonable judgment, (iii)
sales of equipment and other fixed assets if the proceeds thereof are used to
purchase additional equipment or fixed assets, (iv) the license or sublicense
of software, trademarks and other intellectual property in the ordinary course
of business and (v) any sale, transfer or other disposition of cash.



     “Assignment and Assumption” means an Assignment and Assumption
substantially in the form of Exhibit C.



     “Attorney Costs” means and includes all reasonable and documented fees,
expenses and disbursements of any law firm and, without duplication, the
reasonable and documented allocated cost of internal legal services and all
reasonable and documented expenses and disbursements of internal counsel.



     “Availability Period” means the period from and including the Effective
Date to the earliest of (a) the Maturity Date, (b) the date of termination of
the Aggregate Commitments pursuant to Section 2.4, and (c) the date of
termination of the commitment of each Lender to make Loans pursuant to Section
7.2.



     “Bank of America” means Bank of America, N.A. and its successors.



     “Base Rate” means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of
interest in effect for such day as publicly announced from time to time by Bank
of America as its “prime rate.” The “prime rate” is a rate set by Bank of
America based upon various factors including Bank of America’s costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Bank of America
shall take effect at the opening of business on the day specified in the public
announcement of such change.



     “Base Rate Loan” means a Loan denominated in U.S. Dollars bearing interest
prior to maturity at the Base Rate.



     “Borrower” and “Borrowers” each has the meaning specified in the
introductory paragraph hereto.



     “Borrowing” means the total of Tranche A Loans or Tranche B Loans of a
single type advanced by Lenders on a single date and, in the case of
Eurourrency Rate Loans, in a single currency and for a single Interest Period,
pursuant to Section 2.1.



     “Borrowing Notice” means a notice in substantially the form of Exhibit A.



     “Business Day” means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in
fact closed in, Chicago,



3









 







Illinois, New York, New York or the state where the Administrative Agent’s
Office with respect to Obligations denominated in Dollars is located and in
addition:



     (a)    if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in Dollars, any fundings, disbursements, settlements and
payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other
dealings in Dollars to be carried out pursuant to this Agreement in respect of
any such Eurocurrency Rate Loan, means any such day on which dealings in
deposits in Dollars are conducted by and between banks in the London interbank
eurodollar market;



     (b)    if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in Euro, any fundings, disbursements, settlements and
payments in Euro in respect of any such Eurocurrency Rate Loan, or any other
dealings in Euro to be carried out pursuant to this Agreement in respect of any
such Eurocurrency Rate Loan, means a TARGET Day;



     (c)    if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in a currency other than Dollars or Euro, means any such
day on which dealings in deposits in the relevant currency are conducted by and
between banks in the London or other applicable offshore interbank market for
such currency; and



     (d)    if such day relates to any fundings, disbursements, settlements and
payments in a currency other than Dollars or Euro in respect of a Eurocurrency
Rate Loan denominated in a currency other than Dollars or Euro, or any other
dealings in any currency other than Dollars or Euro to be carried out pursuant
to this Agreement in respect of any such Eurocurrency Rate Loan (other than any
interest rate settings), means any such day on which banks are open for foreign
exchange business in the principal financial center of the country of such
currency.



     “Cash Equivalents” means (a) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof having maturities of not more than six months from the
date of acquisition, (b) domestic and Eurodollar denominated time deposits,
certificates of deposit and bankers acceptances of any Lender or any bank whose
short-term debt rating from Standard & Poor’s Ratings Service (“S&P”) is at
least A-1 or the equivalent or from Moody’s Investors Service, Inc. (“Moody’s”)
is at least P-1 or the equivalent with maturities of not more than six months
from the date of acquisition, (c) commercial paper with a rating of at least
A-1 or the equivalent by S&P or at least P-1 or the equivalent by Moody’s
maturing within six months after the date of acquisition, (d) marketable direct
obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof
maturing within six months from the date of acquisition thereof and, at the
time of acquisition, having one of the two highest ratings obtainable from
either S&P or Moody’s, (e) investments in money market funds substantially all
the assets of which are comprised of securities of the types described in
clauses (a) through (d) above, and (f) BMTNs (Bons Moyen-Terme Negociables)
maturing within five years from the date of acquisition thereof which is issued
by a Person which is rated at least A-1 or the equivalent by S&P or at least
P-1 or the equivalent by Moody’s and other similar high quality instruments of
equivalent United States rating in countries where Subsidiaries organized under
Laws of jurisdictions outside of the United States are located.



4









 





     A “Change of Control Event” shall be deemed to have occurred if (a) any
Person or group of Persons (within the meaning of Section 13 or 14 of the
Securities Exchange Act of 1934) shall have acquired beneficial ownership
(within the meaning of Rule 13(d)-3 of the Securities Exchange Act of 1934, as
amended, and the applicable rules and regulations thereunder) of more than 50%
of the outstanding Voting Stock of the Company, (b) during any period of 12
consecutive months, commencing before or after the date of this Agreement,
individuals who on the first day of such period were directors of the Company
(together with any replacement or additional directors who were nominated or
elected by a majority of directors then in office) cease to constitute a
majority of the Board of Directors of the Company or (c) Aptar SAS ceases to be
a Wholly-Owned Subsidiary.



     “Code” means the Internal Revenue Code of 1986.



     “Compliance Certificate” means a certificate in the form of Exhibit B.



     “Consolidated Debt” means all Debt of the Company determined on a
consolidated basis.



     “Consolidated EBITDA” means, for any period, an amount equal to
Consolidated Net Income for such period without giving effect to any
extraordinary gains or losses plus the following to the extent deducted in
calculating such Consolidated Net Income: (a) Consolidated Interest Expense
for such period, (b) provisions for taxes based on income for such period, and
(c) all depreciation and amortization expense for such period.



     “Consolidated Interest Expense” means, for any period, total interest
expense of the Company determined on a consolidated basis in connection with
Debt.



     “Consolidated Interest Ratio” means, for any period, the ratio of
Consolidated EBITDA to Consolidated Interest Expense for such period.



     “Consolidated Leverage Ratio” means, as of any time the same is to be
determined, the ratio of (x) Consolidated Debt to (y) Total Capitalization.



     “Consolidated Net Income” means, for any period, the net income (or loss),
after provision for taxes, of the Company on a consolidated basis for such
period taken as a single accounting period, after eliminating therefrom all
extraordinary non-cash items of income.



     “Consolidated Net Worth” means the aggregate amount of the Company’s
shareholders’ equity determined from its consolidated balance sheet.



     “Contractual Obligations” means, for any Person, any provision of any
security issued by such Person or of any agreement, instrument or undertaking
to which such Person is a party or by which it or any of its Property is bound.



     “Control” has the meaning specified in the definition of “Affiliate.”



     “Credit Documents” means this Agreement, each Note, and any other
agreements between any Lender and either Borrower executed in connection with
this Agreement.



5









 





     “Credit Extension” means each Borrowing.



     “Debt” means all items described in clauses (i) through (vii) of the
definition of Indebtedness.



     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights
of creditors generally.



     “Default” means any event or condition the occurrence of which would, with
the passage of time or the giving of notice, or both, constitute an Event of
Default.



     “Default Rate” means (a) with respect to Base Rate Loans, an interest rate
equal to (i) the Base Rate plus (ii) 2% per annum; and (b) with respect to
Eurocurrency Rate Loans, an interest rate equal to (i) the interest rate
(including any Applicable Rate and any Mandatory Cost) otherwise applicable to
such Loan, plus (ii) 2% per annum.



     “Defaulting Lender” means any Lender that (a) has failed to fund any
portion of the Loans required to be funded by it hereunder within one Business
Day of the date required to be funded by it hereunder, unless the subject of a
good faith dispute, (b) has otherwise failed to pay over to the Administrative
Agent or any other Lender any other amount required to be paid by it hereunder
within one Business Day of the date when due, unless the subject of a good
faith dispute, or (c) has been deemed insolvent or become the subject of a
bankruptcy or insolvency proceeding.



     “Dollar” and “$” mean lawful money of the United States.



     “Dollar Equivalent” means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent at such time on the basis of
the Spot Rate (determined in respect of the most recent Revaluation Date) for
the purchase of Dollars with such Alternative Currency.



     “Effective Date” is defined in Section 4.1.



     “Eligible Assignee” has the meaning specified in Section 10.7(g).



     “EMU” means the economic and monetary union in accordance with the Treaty
of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty
of 1992 and the Amsterdam Treaty of 1998.



     “EMU Legislation” means the legislative measures of the European Council
for the introduction of, changeover to or operation of a single or unified
European currency.



     “Environmental Claims” means any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, notices of
non-compliance or violation,



6









 







investigations or proceedings relating in any way to any Environmental Law
(“Claims”) or any permit issued under any Environmental Law, including, without
limitation, (a) any and all Claims by a Governmental Authority for enforcement,
cleanup, removal, response, remedial or other actions or damages pursuant to
any applicable Environmental Law, and (b) any and all Claims by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment.



     “Environmental Law” means any United States federal, state, local or
foreign statute, law, rule, regulation, ordinance, code, policy having the
force of law or rule of common law now or hereafter in effect and any judicial
or administrative interpretation thereof, including any judicial or
administrative order, consent, decree or judgment, in each case relating to the
environment, health, safety or Hazardous Materials.



     “ERISA” means the Employee Retirement Income Security Act of 1974.



     “ERISA Affiliate” means any trade or business (whether or not
incorporated) under common control with the Company within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).



     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Company or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Company
or any ERISA Affiliate.



     “Euro” and “EUR” mean the lawful currency of the Participating Member
States introduced in accordance with the EMU Legislation.



     “Eurocurrency Base Rate” has the meaning specified in the definition of
Eurocurrency Rate.



     “Eurocurrency Rate” means for any Interest Period with respect to a
Eurocurrency Rate Loan, a rate per annum determined by the Administrative Agent
pursuant to the following formula:



7









 





	 	 	 	 	 
	Eurocurrency Rate	 	 	Eurocurrency Base Rate
	

	 	 	
 
	

	=	 	1.0 – Eurodollar Reserve Percentage







     Where,



     “Eurocurrency Base Rate” means, for such Interest Period:




     (a)    the applicable Screen Rate for such Interest Period; or




     (b)    if the applicable Screen Rate shall not be available, the rate
per annum determined by the Administrative Agent as the rate of interest
at which deposits in the relevant currency for delivery on the first day
of such Interest Period in Same Day Funds in the approximate amount of
the Eurocurrency Rate Loan being made, continued or converted by the
Lenders and with a term equivalent to such Interest Period would be
offered by Bank of America’s London Branch (or other Bank of America
branch or Affiliate) to major banks in the London or other offshore
interbank market for such currency at their request at approximately 4:00
p.m. (London time) two Business Days prior to the first day of such
Interest Period.




     “Eurodollar Reserve Percentage” means, for any day during any
Interest Period, the reserve percentage (expressed as a decimal, carried
out to five decimal places) in effect on such day, whether or not
applicable to any Lender, under regulations issued from time to time by
the FRB for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) with
respect to Eurocurrency funding (currently referred to as “Eurocurrency
liabilities”). The Eurocurrency Rate for each outstanding Eurocurrency
Rate Loan shall be adjusted automatically as of the effective date of any
change in the Eurodollar Reserve Percentage.



     “Eurocurrency Rate Loan” means a loan that bears interest at a rate based
on the Eurocurrency Rate. Eurocurrency Rate Loans may be denominated in
Dollars or in an Alternative Currency. All Loans denominated in an Alternative
Currency must be Eurocurrency Rate Loans.



     “Event of Default” means any of the events or circumstances specified in
Section 7.1.



     “Existing Credit Agreement” means the Credit Agreement dated as of June
30, 1999, as amended prior to the date hereof, among the Company, the Lenders
party thereto and Bank of America, as administrative agent.



     “Federal Funds Rate” means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.



8









 





     “Fee Letter” means the letter agreement, dated January 7, 2004, among the
Company, the Administrative Agent and the Arranger.



     “FRB” means the Board of Governors of the Federal Reserve System of the
United States.



     “GAAP” means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.



     “Governmental Authority” means any nation or government, any state or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.



     “Guaranty” by any Person means all obligations (other than endorsements in
the ordinary course of business of negotiable instruments for deposit or
collection) of such Person guaranteeing or in effect guaranteeing any
Indebtedness, dividend or other obligation (including, without limitation,
limited or full recourse obligations in connection with sales of receivables or
any other Property) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including, without limitation, all obligations
incurred through an agreement, contingent or otherwise, by such Person: (i) to
purchase such Indebtedness or obligation or any Property or assets constituting
security therefor, (ii) to advance or supply funds (x) for the purchase or
payment of such Indebtedness or obligation, or (y) to maintain working capital
or other balance sheet condition, or otherwise to advance or make available
funds for the purchase or payment of such Indebtedness or obligation, or (iii)
to lease Property or to purchase Securities or other Property or services
primarily for the purpose of assuring the owner of such Indebtedness or
obligation of the ability of the primary obligor to make payment of the
Indebtedness or obligation, or (iv) otherwise to assure the owner of the
Indebtedness or obligation of the primary obligor against loss in respect
thereof. For the purpose of all computations made under this Agreement, the
amount of a Guaranty in respect of any obligation shall be deemed to be equal
to the maximum aggregate amount of such obligation or, if the Guaranty is
limited to less than the full amount of such obligation, the maximum aggregate
potential liability under the terms of the Guaranty.



     “Hazardous Materials” means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.



     “Indebtedness” means, for any Person, all obligations of such Person,
without duplication, required by GAAP to be shown as liabilities on its balance
sheet, and in any event



9









 







shall include all (i) obligations of such Person for borrowed money, (ii)
obligations of such Person representing the deferred purchase price of property
or services other than accounts payable and accrued expenses arising in the
ordinary course of business on terms customary in the trade, (iii) obligations
of such Person evidenced by notes, acceptances, or other instruments of such
Person or arising out of letters of credit issued for such Person’s account,
(iv) obligations, whether or not assumed, secured by Liens or payable out of
the proceeds or production from Property now or hereafter owned or acquired by
such Person, (v) capitalized lease obligations of such Person, (vi) all
Indebtedness (as defined above) of any partnership in which such Person is a
general partner, (vii) the outstanding principal amount then owed to investors
in connection with the sale of the Company’s or any of its Subsidiaries’
accounts receivable, (viii) Synthetic Lease Obligations of such Person and (ix)
obligations for which such Person is obligated pursuant to a Guaranty.



     “Indemnified Liabilities” has the meaning specified in Section 10.5.



     “Indemnitees” has the meaning specified in Section 10.5.



     “Individual Commitment” means, with respect to any Lender, its obligation
to make Loans in an aggregate principal amount at any one time outstanding not
to exceed the Dollar Amount set forth opposite such Lender’s name on Schedule
2.1 or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time
in accordance with this Agreement. A Lender’s Individual Commitment shall be
the total amount of Loans such Lender is obligated to extend to the Borrowers
under its Tranche A Commitment and its Tranche B Commitment notwithstanding
that the sum of the Tranche A Commitment and the Tranche B Commitment of such
Lender may exceed its Individual Commitment.



     “Individual Outstanding Amount” means, with respect to any Lender, the sum
of (a) such Lender’s Tranche A Obligations plus (b) such Lender’s Tranche B
Obligations.



     “Interest Payment Date” means (a) for a Base Rate Loan, each March 31,
June 30, September 30 and December 31 and the Maturity Date, (b) for a
Eurocurrency Rate Loan with an Interest Period of 3 months or less, the last
day of such Interest Period and the Maturity Date, and (c) for a Eurocurrency
Rate Loan with an Interest Period of 6 months, the date that is 3 months from
the first day of such Interest Period and the last day of such Interest Period
and the Maturity Date.



     “Interest Period” means, as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or converted to
or continued as a Eurocurrency Rate Loan and ending on the date one, two, three
or six months thereafter, as selected by the Company in its Borrowing Notice;
provided that:



     (a)    any Interest Period that would otherwise end on a day that is not a
Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in another calendar month, in which case such Interest
Period shall end on the next preceding Business Day;



10









 





     (b)    any Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period; and



     (c)    no Interest Period shall extend beyond the Maturity Date.



     “IRS” means the United States Internal Revenue Service.



     “Laws” means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.



     “Lender” is defined in the introductory paragraph of this Agreement.



     “Lending Office” means, as to any Lender, the office or offices of such
Lender described as such in such Lender’s Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Company
and the Administrative Agent.



     “Lending Percentage” means, relative to any Lender (a) in the case of
Tranche A Loans, the percentage which, after giving effect to the requested
Loan, would result in such Lender’s Individual Outstanding Amount being equal
to its Voting Percentage of the Total Outstanding Amount and (b) in the case of
Tranche B Loans, the percentage which (i) the amount of such Lender’s Tranche B
Commitment is of (ii) the aggregate amount of all Tranche B Commitments of all
Lenders.



     “Lien” means any interest in any Property or asset securing an obligation
owed to, or a claim by, a Person other than the owner of the Property or asset,
whether such interest is based on the common law, statute or contract,
including, but not limited to, the security interest lien arising from a
mortgage, encumbrance, pledge, conditional sale, security agreement or trust
receipt, or a lease, consignment or bailment for security purposes and any
financing lease having substantially the same economic effect as any of the
foregoing.



     “Loan” means each Tranche A Loan and Tranche B Loan.



     “Mandatory Cost” means, with respect to any period for any applicable
Eurocurrency Rate Loan denominated in Sterling, the percentage rate per annum
determined in accordance with Schedule 1.1.



     “Material Adverse Effect” means (a) a material adverse effect on the
business, assets, liabilities (actual or contingent), operations or condition
(financial or otherwise) of the Company and its Subsidiaries taken as a whole;
(b) a material impairment of the ability of a Borrower to perform its
obligations under any Credit Document to which it is a party; or (c) a material



11









 







adverse effect upon the legality, validity, binding effect or
enforceability against a Borrower of any Credit Document to which it is a
party.



     “Maturity Date” means February 27, 2009.



     “Non-U.S. Lender” has the meaning specified in Section 10.15(b)(i).



     “Multiemployer Plan” means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan
years, has made or been obligated to make contributions.



     “Non-Tranche B Lender” means each Lender who does not have a Tranche B
Commitment.



     “Note” means a promissory note made by a Borrower in favor of a Lender
evidencing Loans made by such Lender to such Borrower, substantially in the
form of Exhibit E.



     “Obligations” means all advances to, and debts, liabilities, obligations,
covenants and duties of, each Borrower arising under any Credit Document or
otherwise with respect to any Loan, whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after
the commencement by or against either Borrower or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding.



     “Organization Documents” means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.



     “Other Taxes” has the meaning specified in Section 3.1(b).



     “Overnight Rate” means, for any day, (a) with respect to any amount
denominated in Dollars, the Federal Funds Rate, and (b) with respect to any
amount denominated in an Alternative Currency, the rate of interest per annum
at which overnight deposits in the applicable Alternative Currency, in an
amount approximately equal to the amount with respect to which such rate is
being determined, would be offered for such day by a branch or Affiliate of
Bank of America in the applicable offshore interbank market for such currency
to major banks in such interbank market.



     “Participant” has the meaning specified in Section 10.7(d).



12









 





     “Participating Member State” means each such state so described in any EMU
Legislation.



     “PBGC” means the Pension Benefit Guaranty Corporation.



     “Pension Plan” means any “employee pension benefit plan” (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Company or
any ERISA Affiliate or to which the Company or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.



     “Permitted Liens” is defined in Section 6.13.



     “Permitted Receivables Transaction” means the sale, transfer or other
disposition of accounts receivable by the Company and its Subsidiaries in
connection with agreements for limited recourse or non-recourse sales by the
Company or any of its Subsidiaries for cash of such receivables or interests
therein, provided that (a) any such agreement is of a type and on terms
customary for comparable transactions in the good faith judgment of the
Company, (b) such agreement does not create any interest in any asset other
than (i) receivables, (ii) contracts associated with such receivables, (iii)
accounts into which payments of such receivables are made (iv) books and
records related to such receivables, and (v) property securing or otherwise
supporting such receivables (and proceeds of the foregoing) and (c) on any date
of determination, the aggregate face value of such receivables shall not exceed
at any time outstanding $50,000,000.



     “Person” means an individual, partnership, corporation, limited liability
company, association, trust, unincorporated organization or any other entity
or organization, including a government or any agency or political subdivision
thereof.



     “Plan” means any “employee benefit plan” (as such term is defined in
Section 3(3) of ERISA) established by the Company or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.



     “Property” means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible, whether now owned or
hereafter acquired.



     “Register” has the meaning specified in Section 10.7(c).



     “Reportable Event” means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.



     “Required Lenders” means, at any time, Lenders then holding in aggregate
more than 50% of the Voting Percentages.



     “Responsible Officer” means the chief executive officer, president, chief
financial officer, treasurer or assistant treasurer of a Borrower. Any
document delivered hereunder that is signed by a Responsible Officer of a
Borrower shall be conclusively presumed to have been



13









 







authorized by all necessary corporate, partnership and/or other action on
the part of such Borrower and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Borrower.



     “Revaluation Date” means with respect to any Loan, each of the following:
(a) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an
Alternative Currency, (b) each date of a continuation of a Eurocurrency Rate
Loan denominated in an Alternative Currency pursuant to Section 2.2, and (c)
such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require, but in no event more frequently than once a
week.



     “Same Day Funds” means (a) with respect to disbursements and payments in
Dollars, immediately available funds, and (b) with respect to disbursements and
payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent to be customary in the place of
disbursement or payment for the settlement of international banking
transactions in the relevant Alternative Currency.



     “Screen Rate” means, for any Interest Period:



     (a)    the rate per annum equal to the rate determined by the Administrative
Agent to be the offered rate that appears on the page of the Telerate screen
(or any successor thereto) that displays an average British Bankers Association
Interest Settlement Rate for deposits in the relevant currency (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period; or



     (b)    if the rate referenced in the preceding clause (a) does not appear on
such page or service or such page or service shall cease to be available, the
rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate on such other page or other service customarily referenced to
determine the average British Bankers Association Interest Settlement Rate for
deposits in the relevant currency (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period, determined as
of approximately 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period.



     “SEC” means the Securities and Exchange Commission.



     “Security” has the same meaning as in Section 2(1) of the Securities Act
of 1933.



     “Special Notice Currency” means at any time an Alternative Currency, other
than the currency of a country that is a member of the Organization for
Economic Cooperation and Development at such time located in North America or
Europe.



     “Spot Rate” for a currency means the rate determined by the Administrative
Agent in accordance with its customary business practice to be the rate quoted
by the Administrative Agent as the spot rate for the purchase by Administrative
Agent of such currency with another currency through its principal foreign
exchange trading office at approximately 11:00 a.m. on the date two Business
Days prior to the date as of which the foreign exchange computation is made;
provided that the Administrative Agent may obtain such spot rate from another
financial



14









 







institution designated by the Administrative Agent if the Administrative
Agent does not have as of the date of determination a spot buying rate for any
such currency.



     “Sterling” and “£” mean the lawful currency of the United Kingdom.



     “Subsidiary” means, for the Company, any corporation or other entity of
which more than fifty percent (50%) of the outstanding stock or comparable
equity interests having ordinary voting power for the election of the Board of
Directors of such corporation or similar governing body in the case of a
non-corporation (irrespective of whether or not, at the time, stock or other
equity interests of any other class or classes of such corporation or other
entity shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned by the Company or by
one or more of its Subsidiaries.



     “Synthetic Lease Obligation” means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations
that do not appear on the balance sheet of such Person but which, upon the
insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).



     “TARGET Day” means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET) payment system (or, if such payment
system ceases to be operative, such other payment system (if any) determined by
the Administrative Agent in the exercise of its reasonable business discretion
to be a suitable replacement) is open for the settlement of payments in Euro.



     “Taxes” has the meaning specified in Section 3.1(a).



     “Total Capitalization” means the sum of Consolidated Debt plus
Consolidated Net Worth.



     “Total Outstanding Amount” means, on any date, the sum of (a) the Tranche
A Obligations plus (b) the Tranche B Obligations as of such date.



     “Tranche A Commitment” means, as to any Lender, the Commitment of such
Lender, if any, to issue Tranche A Loans for the account of the Company
pursuant to Section 2.1. The initial amount of the Tranche A Commitment of
each Lender is set forth on Schedule 2.1.



     “Tranche A Loans” has the meaning specified in Section 2.1(a).



     “Tranche B Loans” has the meaning specified in Section 2.1(b).



     “Tranche A Obligations” means, at any time, the sum, without duplication,
of the Dollar Equivalent of the aggregate outstanding principal amount of the
Tranche A Loans.



     “Tranche B Commitment” means, as to any Lender, the commitment of such
Lender, if any, to issue Tranche B Loans for the account of Aptar SAS pursuant
to Section 2.1. The initial amount of the Tranche B Commitment of each Lender
is set forth on Schedule 2.1.



15









 





     “Tranche B Lender” means each Lender who has a Tranche B Commitment.



     “Tranche B Obligations” means, at any time, the Dollar Equivalent of the
aggregate outstanding principal amount of all Tranche B Loans.



     “Type” means, with respect to a Loan, its character as a Base Rate Loan or
Eurocurrency Rate Loan.



     “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan’s assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.



     “United States” and “U.S.” mean the United States of America.



     “Voting Percentage” means, with respect to each Lender at any time, a
fraction (expressed as a percentage, carried to the ninth decimal place), the
numerator of which is the amount of the Individual Commitment of such Lender at
such time and the denominator of which is the amount of the Aggregate
Commitments at such time; provided that if the Aggregate Commitments have been
terminated, the Voting Percentage of each Lender at any time shall be a
fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the individual outstanding Loans of such Lender at
such time and the denominator of which is the amount of the total outstanding
Loans at such time.



     “Voting Stock” of any Person means capital stock of any class or classes
(however designated) having ordinary voting power for the election of directors
of such Person, other than stock having such power only by reason of the
happening of a contingency.



     “Wholly-Owned” when used in connection with any Subsidiary of the Company
means a Subsidiary of which all of the issued and outstanding shares of stock
or other equity interests (other than directors’ qualifying shares as required
by Law or equity interests held by Persons other than the Company or any
Subsidiary of the Company to the extent required in connection with any
Permitted Receivables Transaction) are owned by the Company and/or one or more
of its Wholly-Owned Subsidiaries.



     Section 1.2    
Other Interpretive Provisions.    With reference to this
Agreement and each other Credit Document, unless otherwise specified herein or
in such other Credit Document:



     (a)    The meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms.



     (b)    (i) The words
“herein,” “hereto,”
“hereof” and “hereunder” and words
of similar import when used in any Credit Document shall refer to such Credit
Document as a whole and not to any particular provision thereof.




     (ii) Section, Exhibit and Schedule references are to the Credit
Document in which such reference appears.



16









 






     (iii) The term
“including” is by way of example and not limitation.




     (iv) The term “documents” includes any and all instruments,
documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or
electronic form.



     (c)    In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including;” the words “to” and
“until” each mean “to but excluding;” and the word “through” means “to and
including.”



     (d)    Section headings herein and in the other Credit Documents are included
for convenience of reference only and shall not affect the interpretation of
this Agreement or any other Credit Document.



     Section 1.3    Accounting
Terms.



     (a)    All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP applied
on a consistent basis, as in effect from time to time, except as otherwise
specifically prescribed herein.



     (b)    If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set forth in any Credit Document, and either the
Company or the Required Lenders shall so request, the Administrative Agent, the
Lenders and the Company shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided
that, until so
amended or such request shall be withdrawn, (i) such ratio or requirement shall
continue to be computed in accordance with GAAP prior to such change therein
and (ii) the Company shall provide to the Administrative Agent and the Lenders
financial statements and other documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation between
calculations of such ratio or requirement made before and after giving effect
to such change in GAAP.



     Section 1.4    
Rounding.    Any financial ratios required to be maintained by
the Company pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).



     Section 1.5    References
to Agreements and Laws.    Unless otherwise expressly
provided herein, (a) references to Organization Documents, agreements
(including the Credit Documents) and other contractual instruments shall be
deemed to include all subsequent amendments, restatements, extensions,
supplements and other modifications thereto, but only to the extent that such
amendments, restatements, extensions, supplements and other modifications are
not prohibited by any Credit Document; and (b) references to any Law shall
include all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting such Law.



17









 





     Section 1.6    Exchange
Rates; Currency Equivalents.



     (a)    The Administrative Agent shall determine the Spot Rates as of each
Revaluation Date to be used for calculating Dollar Equivalent amounts of Loans
denominated in Alternative Currencies in accordance with its customary business
practice. Such Spot Rates shall become effective as of such Revaluation Date
and shall be the Spot Rates employed in converting any amounts between the
applicable currencies until the next Revaluation Date to occur. Except for
purposes of financial statements delivered by the Company hereunder or
calculating financial covenants hereunder or except as otherwise provided
herein, the applicable amount of any currency (other than Dollars) for purposes
of the Credit Documents shall be such Dollar Equivalent amount as so determined
by the Administrative Agent in accordance with its customary business practice.



     (b)    Wherever in this Agreement in connection with a Borrowing or
conversion, continuation or prepayment of a Eurocurrency Rate Loan, an amount,
such as a required minimum or multiple amount, is expressed in Dollars, but
such Borrowing or Eurocurrency Rate Loan is denominated in an Alternative
Currency, such amount shall be the relevant Alternative Currency Equivalent of
such Dollar amount (rounded to the nearest unit of such Alternative Currency,
with 0.5 of a unit being rounded upward), as determined by the Administrative
Agent.



     Section 1.7    Additional
Alternative Currencies.



     (a)    The Company may from time to time request that Eurocurrency Rate Loans
be made in a currency other than those specifically listed in the definition of
“Alternative Currency;” provided that such requested currency is a lawful
currency (other than Dollars) that is readily available and freely transferable
and convertible into Dollars. In the case of any such request with respect to
the making of Eurocurrency Rate Loans, such request shall be subject to the
approval of the Administrative Agent and the Lenders.



     (b)    Any such request shall be made to the Administrative Agent not later
than 11:00 a.m., 20 Business Days prior to the date of the desired Credit
Extension (or such other time or date as may be agreed by the Administrative
Agent, in its sole discretion). In the case of any such request pertaining to
Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each
Lender thereof. Each Lender shall notify the Administrative Agent, not later
than 11:00 a.m., ten Business Days after receipt of such request whether it
consents, in its sole discretion, to the making of Eurocurrency Rate Loans in
such requested currency.



     (c)    Any failure by a Lender to respond to such request within the time
period specified in the preceding sentence shall be deemed to be a refusal by
such Lender to permit Eurocurrency Rate Loans to be made in such requested
currency. If the Administrative Agent and all the Lenders consent to making
Eurocurrency Rate Loans in such requested currency, the Administrative Agent
shall so notify the Company and such currency shall thereupon be deemed for all
purposes to be an Alternative Currency hereunder for purposes of any Borrowings
of Eurocurrency Rate Loans. If the Administrative Agent shall fail to obtain
consent to any request for an additional currency under this Section 1.7, the
Administrative Agent shall promptly so notify the Company no later than 10
Business Days after receipt of the Company’s request under clause (b) above.



18









 





     Section 1.8    Change
of Currency.



     (a)    Each obligation of the Borrowers to make a payment denominated in the
national currency unit of any member state of the European Union that adopts
the Euro as its lawful currency after the date hereof shall be redenominated
into Euro at the time of such adoption (in accordance with the EMU
Legislation). If, in relation to the currency of any such member state, the
basis of accrual of interest expressed in this Agreement in respect of that
currency shall be inconsistent with any convention or practice in the London
interbank market for the basis of accrual of interest in respect of the Euro,
such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful
currency; provided that if any Borrowing in the currency of such member state
is outstanding immediately prior to such date, such replacement shall take
effect, with respect to such Borrowing, at the end of the then current Interest
Period.



     (b)    Each provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent in consultation with the
Company may from time to time specify to be appropriate to reflect the adoption
of the Euro by any member state of the European Union and any relevant market
conventions or practices relating to the Euro.



     (c)    Each provision of this Agreement also shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify in consultation with the Company to be appropriate to reflect a
change in currency of any other country and any relevant market conventions or
practices relating to the change in currency.



     Section 1.9    Times
of Day.    Unless otherwise specified, all references
herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).



SECTION 2.    THE COMMITMENTS AND CREDIT EXTENSIONS.




     Section 2.1    Commitments.



     (a)    Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans (each such loan, a “Tranche A
Loan”) to the
Company in Dollars or in one or more Alternative Currencies from time to time,
on any Business Day during the Availability Period, in an aggregate amount not
to exceed at any time outstanding the amount of such Lender’s Tranche A
Commitment; provided, however, that after giving effect to any Tranche A
Borrowing, (i) the Total Outstanding Amount shall not exceed the Aggregate
Commitments, (ii) the aggregate outstanding principal amount of the Tranche A
Loans of any Lender shall not exceed such Lender’s Tranche A Commitment, (iii)
the Tranche A Obligations shall not exceed the aggregate Tranche A Commitments,
and (iv) the aggregate principal amount of all Loans of any Lender shall not
exceed such Lender’s Individual Commitment. Within the limits of each Lender’s
Tranche A Commitment, and subject to the other terms and conditions hereof, the
Company may borrow under this Section 2.1(a), prepay under Section 2.3, and
reborrow under this Section 2.1(a). Loans may be Base Rate Loans or
Eurocurrency Rate Loans, as further provided herein.



     (b)    Subject to the terms and conditions set forth herein, each Tranche B
Lender severally agrees to make loans (each such loan, a
“Tranche B Loan”) to
Aptar SAS in Dollars or



19









 







in one or more Alternative Currencies from time to time, on any Business
Day during the Availability Period, in an aggregate amount not to exceed at any
time outstanding the amount of such Lender’s Tranche B
Commitment; provided,
however, that after giving effect to any Tranche B Borrowing, (i) the Total
Outstanding Amount shall not exceed the Aggregate Commitments, (ii) the
aggregate outstanding principal amount of the Tranche B Loans of any Tranche B
Lender shall not exceed such Tranche B Lender’s Tranche B Commitment, (iii) the
Tranche B Obligations shall not exceed the aggregate Tranche B Commitments, and
(iv) the aggregate principal amount of all Loans of any Lender shall not exceed
such Lender’s Individual Commitment. Within the limits of each Tranche B
Lender’s Tranche B Commitment, and subject to the other terms and conditions
hereof, Aptar SAS may borrow under this Section 2.1(b), prepay under Section
2.3, and reborrow under this Section 2.1(b). Loans may be Base Rate Loans or
Eurocurrency Rate Loans, as further provided herein.



     (c)    In the event there are Non-Tranche B Lenders, on each date that a
Tranche B Loan is requested which exceeds the unused Individual Commitments of
the Tranche B Lenders, the Administrative Agent shall recalculate the
applicable Lending Percentage for each Lender in all outstanding Tranche A
Loans after giving effect to the aggregate Tranche B Obligations (including the
requested Tranche B Loan) and, to the extent necessary, on the date the
requested Tranche B Loan is advanced, each Non-Tranche B Lender shall purchase
for cash Tranche A Loans from the Tranche B Lenders in such amount as is
necessary so that after giving effect to such requested Tranche B Loan and such
purchases, the aggregate principal amount of Tranche A Loans of each
Non-Tranche B Lender shall be equal to its Voting Percentage of the Total
Outstanding Amount. Non-Tranche B Lenders purchasing Tranche A Loans pursuant
to this Section 2.1(c) shall pay the requisite amounts to the Administrative
Agent on the date the requested Tranche B Loan is advanced in accordance with
Section 2.3(b) and the Administrative Agent shall effectuate the settlement
with the other Lenders.



     Section 2.2  
Borrowings, Conversions and Continuations of Loans.



     (a)    Each Borrowing, each conversion of Loans from one Type to the other,
and each continuation of Eurocurrency Rate Loans shall be made upon the
Company’s irrevocable notice to the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Administrative Agent not
later than 11:30 a.m. (i) three Business Days prior to the requested date of
any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans
denominated in Dollars or of any conversion of Eurocurrency Rate Loans
denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five
Business Days in the case of a Special Notice Currency) prior to the requested
date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in
Alternative Currencies, and (iii) on the requested date of any Borrowing of
Base Rate Loans. Each telephonic notice by the Company pursuant to this
Section 2.2(a) must be confirmed promptly by delivery to the Administrative
Agent of a written Borrowing Notice, appropriately completed and signed by a
Responsible Officer of the Company. Except as provided in Sections 2.3(c) and
2.4(c), each Borrowing of, conversion to or continuation of Eurocurrency Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate
Loans shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof. Each Borrowing Notice (whether telephonic or
written) shall specify (i) whether the Company is requesting a Borrowing, a
conversion of Loans from one Type to the other, or a continuation of



20









 







Eurocurrency Rate Loans, (ii) the requested date of the Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day),
(iii) the principal amount of Loans to be borrowed, converted or continued,
(iv) the Type of Loans to be borrowed or to which existing Loans are to be
converted, (v) if applicable, the duration of the Interest Period with respect
thereto, (vi) the currency of the Loans to be borrowed, and (vii) the
applicable Borrower. If the Company fails to specify a currency in a Borrowing
Notice requesting a Borrowing, then the Loans so requested shall be made in
Dollars. If the Company fails to specify a Type of Loan in a Borrowing Notice
or if the Company fails to give a timely notice requesting a conversion or
continuation, then the applicable Loans shall be made as, or converted to, Base
Rate Loans; provided, however, that in the case of a failure to timely request
a continuation of Loans denominated in an Alternative Currency, such Loans
shall be continued as Eurocurrency Rate Loans in their original currency with
an Interest Period of one month. Any automatic conversion to Base Rate Loans
shall be effective as of the last day of the Interest Period then in effect
with respect to the applicable Eurocurrency Rate Loans. If the Company
requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate
Loans in any such Borrowing Notice, but fails to specify an Interest Period, it
will be deemed to have specified an Interest Period of one month. No Loan may
be converted into or continued as a Loan denominated in a different currency,
but instead must be prepaid in the original currency of such Loan and
reborrowed in the other currency. Notwithstanding the foregoing, the Borrower
may request Eurocurrency Rate Loans denominated in Dollars to be made on the
Effective Date provided the Company has given the Administrative Agent a
Borrowing Notice not later than 11:30 a.m. three Business Days prior to the
Effective Date.



     (b)    Following receipt of a Borrowing Notice, the Administrative Agent
shall promptly notify each Lender of the amount (and currency) of its Lending
Percentage of the applicable Loans, and if no timely notice of a conversion or
continuation is provided by the Company, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base Rate Loans or
continuation of Loans denominated in a currency other than Dollars, in each
case as described in the preceding subsection. In the case of a Borrowing,
each Lender shall make the amount of its Loan available to the Administrative
Agent in Same Day Funds at the Administrative Agent’s Office for the applicable
currency not later than 1:00 p.m., in the case of any Base Rate Loan, not later
than noon, in the case of any Eurocurrency Loan denominated in Dollars, and not
later than the Applicable Time specified by the Administrative Agent in the
case of any Loan in an Alternative Currency, in each case on the Business Day
specified in the applicable Borrowing Notice. Upon satisfaction of the
applicable conditions set forth in Section 4.2 (and, if such Borrowing is the
initial Loan, Section 4.1), the Administrative Agent shall make all funds so
received available to the applicable Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of such Borrower on
the books of Bank of America with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided
to (and reasonably acceptable to) the Administrative Agent by the Company not
later than 2:30 p.m., in the case of any Loan denominated in Dollars and not
later than two hours after the funding deadline specified by the Administrative
Agent with respect to such Loan in the case of any Loan in an Alternative
Currency.



     (c)    Subject to the provisions of Section 3.5, a Eurocurrency Rate Loan may
be continued or converted other than on the last day of an Interest Period for
such Eurocurrency



21









 







Rate Loan. During the continuance of an Event of Default under Section
7.1(a) or, solely with respect to any Borrower, Section 7.1(f) or (g), without
the consent of the Required Lenders (i) no Loans denominated in Dollars may be
requested as, converted to or continued as Eurocurrency Rate Loans and (ii) no
Loans denominated in an Alternative Currency may be continued as Eurocurrency
Rate Loans with an Interest Period longer than one month. Notwithstanding any
other provision hereunder, no Borrower shall be entitled to convert (x) Loans
denominated in one currency into Loans denominated in another currency, (y)
Eurocurrency Rate Loans denominated in an Alternative Currency into a Base Rate
Loan, or (z) Tranche A Loans into Tranche B Loans or Tranche B Loans into
Tranche A Loans. If Aptar SAS requests a Borrowing of Tranche B Loans to be
made on any date other than the last day of an Interest Period for Tranche A
Loans and such Borrowing results in the purchase of Tranche A Loans by
Non-Tranche B Lenders pursuant to Section 2.1(c), the Company shall pay any
amounts due under Section 3.5.



     (d)    The Administrative Agent shall promptly notify the Company and the
Lenders of the interest rate applicable to any Interest Period for Eurocurrency
Rate Loans upon determination of such interest rate. The determination of the
Eurocurrency Rate by the Administrative Agent shall be conclusive in the
absence of demonstrable error. At any time that Base Rate Loans are
outstanding, the Administrative Agent shall notify the Company and the Lenders
of any change in Bank of America’s prime rate used in determining the Base Rate
promptly following the public announcement of such change.



     (e)    After giving effect to all Borrowings, all conversions of Loans from
one Type to the other, and all continuations of Loans as the same Type, there
shall not be more than ten Interest Periods in effect.



     Section 2.3  
Prepayments.



     (a)    Each Borrower may, upon notice from the Company to the Administrative
Agent, at any time or from time to time voluntarily prepay Loans in whole or in
part without premium or penalty; provided that (i) such notice must be received
by the Administrative Agent not later than 11:30 a.m. (A) three Business Days
prior to any date of prepayment of Eurocurrency Rate Loans denominated in
Dollars, (B) four Business Days (or five, in the case of prepayment of Loans
denominated in Special Notice Currencies) prior to any date of prepayment of
Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the
date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate
Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a
whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of
Eurocurrency Rate Loans in Alternative Currencies shall be in a minimum
principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in
each case, if less, the entire principal amount thereof then outstanding. Each
such notice shall specify the date and amount of such prepayment and the
Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be
prepaid, the Interest Period(s) of such Loans. The Administrative Agent will
promptly notify each Lender of its receipt of each such notice, and of the
amount of such Lender’s Lending Percentage of such prepayment. If such notice
is given by the Company, the applicable Borrower shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the



22









 







date specified therein. Any prepayment of a Eurocurrency Rate Loan shall
be accompanied by all accrued interest on the amount prepaid, together with any
additional amounts required pursuant to Section 3.5. Each such prepayment
shall be applied to the Loans of the Lenders in accordance with their
respective Lending Percentage of such Loan.



     (b)    If at any time the Total Outstanding Amount exceeds an amount equal to
105% of the Aggregate Commitments then in effect, the Administrative Agent may,
and at the request of any Lender shall, notify the Company and, within two
Business Days after receipt of such notice, the Borrowers shall prepay Loans in
an aggregate amount sufficient to reduce such Total Outstanding Amount as of
such date of payment to an amount not to exceed 100% of the Aggregate
Commitments then in effect.



     (c)    If at any time the Tranche A Obligations exceed an amount equal to
105% of the aggregate Tranche A Commitments then in effect, the Administrative
Agent may, and at the request of any Lender shall, notify the Company and,
within two Business Days after receipt of such notice, the Company shall prepay
Tranche A Loans in an aggregate amount sufficient to reduce such Tranche A
Obligations as of such date of payment to an amount not to exceed 100% of the
aggregate Tranche A Commitments then in effect.



     (d)    If at any time the Tranche B Obligations exceed an amount equal to
105% of the aggregate Tranche B Commitments then in effect, the Administrative
Agent may, and at the request of any Lender shall, notify the Company or Aptar
SAS and, within two Business Days after receipt of such notice, Aptar SAS shall
prepay Tranche B Loans in an aggregate amount sufficient to reduce such Tranche
B Obligations as of such date of payment to an amount not to exceed 100% of the
aggregate Tranche B Commitments then in effect.



     Section 2.4  
Termination or Reduction of Commitments.   The Company may,
upon notice to the Administrative Agent, terminate the Aggregate Commitments,
or from time to time irrevocably reduce the Aggregate Commitments; provided
that (i) any such notice shall be received by the Administrative Agent not
later than 3:00 p.m. five Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount of
$10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the
Company shall not terminate or reduce the Aggregate Commitments if, after
giving effect thereto and to any concurrent prepayments hereunder, the Total
Outstanding Amount would exceed the Aggregate Commitments, and (iv) if, after
giving effect to any reduction of the Aggregate Commitments, the aggregate
Tranche A Commitments or the aggregate Tranche B Commitments exceeds the amount
of the Aggregate Commitments, such Commitment shall be automatically reduced by
the amount of such excess. The Administrative Agent will promptly notify the
Lenders of any such notice of termination or reduction of the Aggregate
Commitments. Any reduction of the Aggregate Commitments shall be applied to
the Individual Commitment of each Lender according to its Voting Percentage and
any reduction of the Tranche A Commitments or the Tranche B Commitments shall
be applied to the Tranche A Commitment or the Tranche B Commitment, as
applicable of each Lender according to its Lending Percentage. All fees
accrued until the effective date of any termination of the Aggregate
Commitments shall be paid on the effective date of such termination.



23









 





     Section 2.5  
Repayment of Loans. Each Borrower shall repay to the Lenders
on the Maturity Date the aggregate principal amount of Loans made to such
Borrower outstanding on such date. In no event shall Aptar SAS have any
obligation to repay the Loans made to the Company.



     Section 2.6  
Interest.



     (a)    Subject to the provisions of subsection (b) below, (i) each
Eurocurrency Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurocurrency
Rate for such Interest Period plus the Applicable Rate plus (in the case of a
Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the
United Kingdom or a Participating Member State) the Mandatory Cost; and (ii)
each Base Rate Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the
Base Rate.



     (b)    (i)    If any amount of principal of any Loan is not paid when due
(without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.




     (ii)    Accrued and unpaid interest on past due amounts shall be due and
payable upon demand.



     (c)    Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.



     Section 2.7  
Fees.



     (a)    Facility
Fee.   The Company shall pay to the Administrative Agent for
the account of each Lender in accordance with its Voting Percentage, a facility
fee in Dollars equal to the Applicable Rate times the actual daily amount of
the Aggregate Commitments (or, if the Aggregate Commitments have been
terminated, on the Total Outstanding Amount), regardless of usage. The
facility fee shall accrue at all times during the Availability Period (and
thereafter so long as Loans remain outstanding), including at any time during
which one or more of the conditions in Section 4 is not met, and shall be due
and payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
Effective Date and on the Maturity Date (and, if applicable, thereafter on
demand). The facility fee shall be calculated quarterly in arrears, and if
there is any change in the Applicable Rate during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in effect.



     (b)    Utilization
Fee.   The Company shall pay to the Administrative Agent
for the account of each Lender in accordance with its Voting Percentage, a
utilization fee in Dollars equal to the Applicable Rate times the Total
Outstanding Amount on each day that the Total



24









 







Outstanding Amount exceeds 50% of the actual daily amount of the Aggregate
Commitments then in effect (or, if terminated, in effect immediately prior to
such termination). The utilization fee shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Effective Date, and on
the Maturity Date. The utilization fee shall be calculated quarterly in
arrears and if there is any change in the Applicable Rate during any quarter,
the daily amount shall be computed and multiplied by the Applicable Rate for
each period during which such Applicable Rate was in effect. The utilization
fee shall accrue at all times, including at any time during which one or more
of the conditions in Section 4 is not met.



     (c)    Other
Fees.




     (i)    The Company shall pay to the Arranger and the Administrative
Agent for their own respective accounts, in Dollars, fees in the amounts
and at the times specified in the Fee Letter. Such fees shall be fully
earned when paid and shall not be refundable for any reason whatsoever.




     (ii)    The Company shall pay to the Lenders, in Dollars, such fees as
shall have been separately agreed upon in writing in the amounts and at
the times so specified. Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever.



     Section 2.8  
Computation of Interest and Fees.   All computations of
interest for Base Rate Loans when the Base Rate is determined by Bank of
America’s “prime rate” and for Eurocurrency Rate Loans denominated in Sterling
shall be made on the basis of a year of 365 or 366 days, as the case may be,
and actual days elapsed. All other computations of fees and interest shall be
made on the basis of a 360-day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis
of a 365-day year), or, in the case of interest in respect of Loans denominated
in Alternative Currencies as to which market practice differs from the
foregoing, in accordance with such market practice. Interest shall accrue on
each Loan for the day on which the Loan is made, and shall not accrue on a
Loan, or any portion thereof, for the day on which the Loan or such portion is
paid, provided that any Loan that is repaid on the same day on which it is made
shall, subject to Section 2.10(a), bear interest for one day.



     Section 2.9  
Evidence of Debt.   The Loans made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Loans made by the Lenders
to the Borrowers and the interest and payments thereon. Any failure to so
record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrowers hereunder to pay any amount owing with respect
to the Obligations. In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of
the Administrative Agent shall control in the absence of demonstrable error.
Upon the request of any Lender to a Borrower made through the Administrative
Agent, such Borrower shall execute and deliver to such Lender (through the
Administrative Agent) a Note, which shall evidence such



25









 







Lender’s Loans to such Borrower in addition to such accounts or records.
Each Lender may attach schedules to a Note and endorse thereon the date, Type
(if applicable), amount, currency and maturity of its Loans and payments with
respect thereto.



     Section 2.10  
Payments Generally.



     (a)    All payments to be made by the Borrowers shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein and except with respect to
principal of and interest on Loans denominated in an Alternative Currency, all
payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the
applicable Administrative Agent’s Office in Dollars and in Same Day Funds not
later than 2:00 p.m. on the date specified herein. Except as otherwise
expressly provided herein, all payments by the Borrowers hereunder with respect
to principal and interest on Loans denominated in an Alternative Currency shall
be made to the Administrative Agent, for the account of the respective Lenders
to which such payment is owed, at the applicable Administrative Agent’s Office
in such Alternative Currency and in Same Day Funds not later than the
Applicable Time specified by the Administrative Agent on the dates specified
herein. Without limiting the generality of the foregoing, the Administrative
Agent may require that any payments due under this Agreement be made in the
United States unless such payment shall give rise to costs, expenses,
indemnities or other payment obligations for the account of the applicable
Borrower in excess of amounts otherwise payable if such payment had been made
in the originally required place of payment. If, for any reason, a Borrower is
prohibited by any Law from making any required payment hereunder in an
Alternative Currency, such Borrower shall make such payment in Dollars in the
Dollar Equivalent of the Alternative Currency payment amount. The
Administrative Agent will promptly distribute to each Lender its applicable
Lending Percentage (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender’s Lending
Office. All payments received by the Administrative Agent (i) after 2:00 p.m.,
in the case of payments in Dollars, or (ii) after the Applicable Time specified
by the Administrative Agent in the case of payments in an Alternative Currency,
shall in each case be deemed received on the next succeeding Business Day and
any applicable interest or fee shall continue to accrue.



     (b)    If any payment to be made by a Borrower shall come due on a day other
than a Business Day, payment shall be made on the next following Business Day,
and such extension of time shall be reflected in computing interest or fees, as
the case may be.



     (c)    Unless a Borrower or any Lender has notified the Administrative Agent,
prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that such Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that
such Borrower or such Lender, as the case may be, has timely made such payment
and may (but shall not be so required to), in reliance thereon, make available
a corresponding amount to the Person entitled thereto. If and to the extent
that such payment was not in fact made to the Administrative Agent in Same Day
Funds, then:




     (i)    if a Borrower failed to make such payment, each Lender shall
forthwith on demand repay to the Administrative Agent the portion of such
assumed payment that was


26









 





made available to such Lender in Same Day Funds, together with
interest thereon in respect of each day from and including the date such
amount was made available by the Administrative Agent to such Lender to
the date such amount is repaid to the Administrative Agent in Same Day
Funds at the applicable Overnight Rate from time to time in effect; and




     (ii)    if any Lender failed to make such payment, such Lender shall
forthwith on demand pay to the Administrative Agent the amount thereof in
Same Day Funds, together with interest thereon for the period from the
date such amount was made available by the Administrative Agent to a
Borrower to the date such amount is recovered by the Administrative Agent
(the “Compensation Period”) at a rate per annum equal to the applicable
Overnight Rate from time to time in effect. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute
such Lender’s Loan included in the applicable Borrowing. If such Lender
does not pay such amount forthwith upon the Administrative Agent’s demand
therefor, the Administrative Agent may make a demand therefor upon the
applicable Borrower, and such Borrower shall pay such amount to the
Administrative Agent, together with interest thereon for the Compensation
Period at a rate per annum equal to the rate of interest applicable to
the applicable Borrowing. Nothing herein shall be deemed to relieve any
Lender from its obligation to fulfill its Commitment or to prejudice any
rights, which the Administrative Agent or either Borrower may have
against any Lender as a result of any default by such Lender hereunder.



A notice of the Administrative Agent to any Lender or Borrower with respect to
any amount owing under this subsection (c) shall be conclusive, absent
demonstrable error.



     (d)    If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender to a Borrower as provided in the foregoing
provisions of this Section 2, and such funds are not made available to such
Borrower by the Administrative Agent because the conditions to the applicable
Credit Extension set forth in Section 4 are not satisfied or waived in
accordance with the terms hereof, the Administrative Agent shall return such
funds (in like funds as received from such Lender) to such Lender, without
interest.



     (e)    The obligations of the Lenders hereunder to make Loans are several and
not joint. The failure of any Lender to make any Loan or to fund any such
participation on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan or purchase
its participation.



     (f)    Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.



     Section 2.11  
Sharing of Payments.   If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it,
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a)



27









 







notify the Administrative Agent of such fact, and (b) purchase from the
other Lenders such participations in the Loans made by them, as the case may
be, as shall be necessary to cause such purchasing Lender to share the excess
payment in respect of such Loans or such participations, as the case may be,
pro rata with each of them in accordance with their respective Lending
Percentages; provided, however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Lender under any of the
circumstances described in Section 10.6 (including pursuant to any settlement
entered into by the purchasing Lender in its discretion), such purchase shall
to that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such
paying Lender’s ratable share (according to the proportion of (i) the amount of
such paying Lender’s required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered, without
further interest thereon. Each Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by Law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 10.9) with respect to such participation as fully as if such Lender
were the direct creditor of such Borrower in the amount of such participation.
The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under
this Section and will in each case notify the Lenders following any such
purchases or repayments. Each Lender that purchases a participation pursuant
to this Section shall from and after such purchase have the right to give all
notices, requests, demands, directions and other communications under this
Agreement with respect to the portion of the Obligations purchased to the same
extent as though the purchasing Lender were the original owner of the
Obligations purchased.



     Section 2.12  
Allocation of Payments Prior to Acceleration.   Prior to the
acceleration of the Loans of either Borrower following the occurrence of an
Event of Default, all payments by a Borrower of principal of, and interest on
the Loans shall be allocated to the Lenders as follows, (i) all payments of
principal of, or interest on, Tranche A Loans shall be payable to each Lender
ratable in accordance with each Lender’s respective Lending Percentage for such
Tranche A Loans and (ii) all payments of principal of, or interest on, Tranche
B Loans shall be payable to the Tranche B Lenders ratably in accordance with
each Tranche B Lender’s respective Lending Percentage for Tranche B Loans.



     Section 2.13  
Allocations of Payments After Acceleration.



     (a)    Upon acceleration of the Obligations pursuant to Section 7.2, to the
extent necessary, each Lender shall be deemed to have purchased for cash
without recourse or warranty from the other Lenders a participation interest in
the Loans owing to or participated in by each other Lender such that, after
giving effect to such purchase, each Lender shall have a participation in the
Loans under each Tranche made to a Borrower ratably in accordance with its
respective Voting Percentage.



     (b)    If under any applicable bankruptcy, insolvency or other similar Law,
any Lender receives a secured claim in lieu of a setoff to which this Section
applies, such Lender shall, to the extent practicable, exercise its rights in
respect of such secured claim in a manner consistent with the rights of the
Lenders entitled under this Section to share in the benefits of any recovery on



28









 







such secured claim. Each Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section may, to the fullest
extent permitted by Law, exercise all its rights of payment (including pursuant
to Section 10.9) with respect to such participation as fully as if such Lender
were the direct creditor of such Borrower in the amount of such participation.



     (c)    After acceleration of the Obligations pursuant to Section 7.2, all
payments of principal of, and interest on, Loans shall be allocated to the
Lenders as follows:




     (i)    On the date of acceleration of the Obligations pursuant to
Section 7.2 (but before giving effect to the deemed purchase referred to
above), the Administrative Agent shall compute the Voting Percentage for
each Lender.




     (ii)    To the extent that amounts are received by the Administrative
Agent following the declaration of acceleration of the Obligations
pursuant to Section 7.2, the Administrative Agent shall pay all payments
of principal of, or interest on, Loans, or other Obligations to each
Lender ratably in accordance with such Lender’s Voting Percentage,
regardless of the Borrower from which such payment is received or the
currency in which such payment is received and each Lender shall
determine the order of application of such payments to the Obligations
owed to such Lender.




     (iii)    Each Lender hereby authorizes the Administrative Agent to
effect such conversions of currencies as are necessary to effect the
provisions of this Section, at such times and at such rates as the
Administrative Agent may in a commercially reasonable manner determine.
At each Lender’s option and upon prior written notification to the
Administrative Agent, any Alternative Currency Loan of such Lender shall
be paid in Dollars.



     (d)    Nothing in this Section 2.13 shall affect the rights and obligations
of the Obligors under the Credit Documents.



     Section 2.14  
Aptar SAS As Borrower.



     (a)    Upon either (i) execution of this Agreement by Aptar SAS on the
Effective Date or (ii) the receipt and execution by the Administrative Agent of
the Aptar Borrowing Agreement in the form of Exhibit D executed by Aptar SAS
and the Company, Aptar SAS shall be a Borrower and a party to this Agreement.



     (b)    The obligation of each Tranche B Lender to make its first Tranche B
Loan to Aptar SAS is subject to the satisfaction of the conditions that the
Administrative Agent shall have received the following:




     (i)    all documents as shall reasonably demonstrate the existence of
Aptar SAS, the corporate power and authority of Aptar SAS to enter into,
and the validity with respect to Aptar SAS of, this Agreement and the
other Credit Documents to which it is a party and any other matters
relevant thereto (including an opinion of (i) De Pardieu Brocas Maffei &
Leygonie, with respect to French matters and (ii) Sidley, Austin, Brown &
Wood LLP, with respect to U.S. matters), in form and substance
satisfactory to the


29









 





Administrative Agent and Notes signed by Aptar SAS to the extent any
Lenders so require; and




     (ii)    any governmental and third party approvals necessary or
advisable in connection with the execution, delivery and performance of
this Agreement by Aptar SAS and evidence of payment of the stamp tax and
registration duty referred to in Schedule 5.20.



     (c)    Aptar SAS hereby irrevocably appoints and authorizes the Company to
take such action and deliver and receive notices hereunder as agent on its
behalf and to exercise such powers under this Agreement as delegated to it by
the terms hereof, together with all such powers as are reasonably incidental
thereto. In furtherance of and not in limitation of the foregoing, for the
administrative convenience of the parties hereto, the Administrative Agent and
the Lenders shall send all notices and communications to be sent to Aptar SAS
solely to the Company and may rely solely upon the Company to receive all such
notices and other communications for and on behalf of Aptar SAS. No Person
other than the Company (and its authorized officers and employees) may act as
agent for Aptar SAS hereunder without the written consent of the Administrative
Agent.



SECTION 3.   TAXES, YIELD PROTECTION AND ILLEGALITY




     Section 3.1  
Taxes.



     (a)    Any and all payments by the Borrowers to or for the account of the
Administrative Agent or any Lender under any Credit Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of
the Administrative Agent and each Lender, taxes imposed on or measured by its
overall net income, and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the
Laws of which the Administrative Agent or such Lender, as the case may be, is
organized or maintains a lending office (all such non-excluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and liabilities being hereinafter referred to as “Taxes”). If a
Borrower shall be required by any Laws to deduct any Taxes from or in respect
of any sum payable under any Credit Document to the Administrative Agent or any
Lender, (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section), each of the Administrative Agent and such
Lender receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions, (iii) such
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable Laws, and (iv) within 30 days
after the date of such payment, such Borrower shall furnish to the
Administrative Agent (which shall forward the same to such Lender) the original
or a certified copy of a receipt evidencing payment thereof.



     (b)    In addition, each Borrower agrees to pay any and all present or future
stamp, court or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made by such Borrower
under any Credit Document or from the



30









 







execution, delivery, performance, enforcement or registration of, or
otherwise with respect to, any Credit Document (hereinafter referred to as
“Other Taxes”).



     (c)    If a Borrower shall be required to deduct or pay any Taxes or Other
Taxes from or in respect of any sum payable under any Credit Document to the
Administrative Agent or any Lender, such Borrower shall also pay to the
Administrative Agent or to such Lender, as the case may be, at the time
interest is paid, such additional amount that the Administrative Agent or such
Lender specifies is necessary to preserve the after-tax yield (after factoring
in all taxes, including taxes imposed on or measured by net income) that the
Administrative Agent or such Lender would have received if such Taxes or Other
Taxes had not been imposed. In the event a Borrower is required to make an
additional payment to a Lender pursuant to this Section 3.1, such Borrower may
request from such Lender a calculation of the effect of such additional payment
on the Taxes and Other Taxes of such Lender. If after the application of any
available credits or deductions in connection with the additional payment the
after-tax yield to such Lender is greater than the after-tax yield, which such
Lender would have received if such additional payment were not made, such
Lender shall promptly pay such Borrower the difference.



     (d)    Each Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.1(c) and (iii) any liability (including additions to
tax, penalties, interest and expenses) arising therefrom or with respect
thereto, in each case whether or not such Taxes or Other Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. Payment
under this subsection (d) shall be made within fifteen (15) Business Days after
the date the Lender or the Administrative Agent makes a demand therefor.



     (e)    Notwithstanding anything to the contrary herein or in Section 10.15,
the Borrowers shall be liable under Section 3.1 with respect to any French
withholding taxes which may be payable to a Non-Tranche B Lender as a result of
such Non-Tranche B Lender’s purchase of Tranche B Loans pursuant to Section
2.13.



     (f)    Notwithstanding the foregoing, no Borrower shall be required to make
any payments or reimburse the Administrative Agent or any Lender under this
Section 3.1 with respect to any Taxes, Other Taxes or other amounts imposed on
or paid by the Administrative Agent or such Lender more than one hundred eighty
(180) days before the date of which a request for payment or reimbursement is
delivered to such Borrower.



     (g)    Except as provided in Section 3.1(e), the obligation of any Borrower
to pay any additional amounts to any Lender under this Section 3.1 shall be
subject to satisfaction by such Lender of the requirements of Section 10.15.



     Section 3.2  
Illegality.   If any Lender determines that any change in Law
has made it unlawful, or that any Governmental Authority has asserted that it
is unlawful, for any Lender or its applicable Lending Office to make, maintain
or fund Eurocurrency Rate Loans (whether denominated in Dollars or an
Alternative Currency), or to determine or charge interest rates based upon the
Eurocurrency Rate, or any Governmental Authority has imposed material



31









 







restrictions on the authority of such Lender to purchase or sell, or to
take deposits of, Dollars or any Alternative Currency in the applicable
interbank market, then, on notice thereof by such Lender to the Company through
the Administrative Agent, any obligation of such Lender to make or continue
Eurocurrency Rate Loans in the affected currency or currencies or, in the case
of Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to
Eurocurrency Rate Loans, shall be suspended until such Lender notifies the
Administrative Agent and the Company that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the Borrowers
shall, upon demand from such Lender (with a copy to the Administrative Agent),
prepay or, if applicable and such Loans are denominated in Dollars, convert all
such Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the
last day of the Interest Period therefor, if such Lender may lawfully continue
to maintain such Eurocurrency Rate Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such Eurocurrency Rate Loans.
Upon any such prepayment or conversion, the Borrowers shall also pay accrued
interest on the amount so prepaid or converted. Each Lender agrees to
designate a different Lending Office if such designation will avoid the need
for such notice and will not, in the good faith judgment of such Lender,
otherwise be materially disadvantageous to such Lender.



     Section 3.3  
Inability to Determine Rates.   If the Administrative Agent and
the Required Lenders determine that for any reason in connection with any
request for a Eurocurrency Rate Loan or a conversion to or continuation thereof
that (i) deposits (whether in Dollars or an Alternative Currency) are not being
offered to banks in the applicable offshore interbank market for such currency
for the applicable amount and Interest Period of such Eurocurrency Rate Loan,
(ii) adequate and reasonable means do not exist for determining the
Eurocurrency Base Rate for any requested Interest Period with respect to a
proposed Eurocurrency Rate Loan (whether denominated in Dollars or an
Alternative Currency), or (iii) the Eurocurrency Base Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Loan does not
adequately and fairly reflect the cost to such Lenders of funding such
Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the
Company and each Lender. Thereafter, the obligation of the Lenders to make or
continue Eurocurrency Rate Loans in the affected currency or currencies shall
be suspended until the Administrative Agent (upon the instruction of the
Required Lenders) revokes such notice. Upon receipt of such notice, the
Company may revoke any pending request for a Borrowing of, conversion to or
continuation of Eurocurrency Rate Loans in the affected currency or currencies
or, failing that, will be deemed to have converted such request into a request
for a Borrowing of Base Rate Loans in the amount specified therein.



     Section 3.4  
Increased Cost and Reduced Return; Capital Adequacy; Reserves
on Eurocurrency Rate Loans.



     (a)    If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender’s compliance
therewith, there shall be any increase in the cost to such Lender of agreeing
to make or making, funding or maintaining Eurocurrency Rate Loans, or a
reduction in the amount received or receivable by such Lender in connection
with any of the foregoing (excluding for purposes of this subsection (a) any
such increased costs or reduction in amount resulting from (i) Taxes or Other
Taxes (as to which Section 3.1 shall govern), (ii) changes in the basis of
taxation of overall net income or overall



32









 







gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or has its Lending Office, (iii) reserve requirements utilized in the
determination of the Eurocurrency Rate and (iv) the requirements of the Bank of
England and the Financial Services Authority or the European Central Bank
reflected in the Mandatory Cost, other than as set forth below) or the
Mandatory Cost, as calculated hereunder, does not represent the cost to such
Lender of complying with the requirements of the Bank of England and/or the
Financial Services Authority or the European Central Bank in relation to its
making, funding or maintaining of Eurocurrency Rate Loans denominated in the
applicable Alternative Currency, then from time to time within fifteen (15)
Business Days after the Company’s receipt of a written demand of such Lender
(with a copy of such demand to the Administrative Agent), the Company shall pay
(or cause Aptar SAS to pay) to such Lender such additional amounts as will
compensate such Lender for such increased cost or reduction or, if applicable,
the portion of such cost that is not represented by the Mandatory Cost.



     (b)    If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender’s obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender’s desired return on capital), then from time to time on or prior to
the fifteenth (15th) Business Day after the Company’s receipt of a written
demand of such Lender (with a copy of such demand to the Administrative Agent),
the Company shall pay (or cause Aptar SAS to pay) to such Lender such
additional amounts as will compensate such Lender for such reduction.



     (c)    The Company shall pay (or cause Aptar SAS to pay) to each Lender, as
long as such Lender shall be required to comply with any reserve ratio
requirement or analogous requirement of any central banking or financial
regulatory authority imposed in respect of the maintenance of the Commitments
or the funding of the Eurocurrency Rate Loans, such additional costs (expressed
as a percentage per annum and rounded upwards, if necessary, to the nearest
five decimal places) equal to the actual costs allocated to such Commitment or
Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive), which shall be due and payable on each date
on which interest is payable on such Loan, provided the Company shall have
received at least 15 days’ prior written notice (with a copy to the
Administrative Agent) of such additional costs from such Lender. If a Lender
fails to give written notice 15 days prior to the relevant Interest Payment
Date, such additional costs shall be due and payable 15 days from receipt of
such notice.



     (d)    No Borrower shall be required to compensate a Lender pursuant to this
Section 3.4 for any amounts incurred or arising hereunder more than 180 days
prior to the date that such Lender notifies the Company of the event(s) giving
rise to such amounts and of such Lender’s intention to claim compensation
therefor; provided that, if the adoption or change described in this Section
3.4 giving rise to such request for compensation is retroactive, then the 180
day period referred to above shall be extended to include the period of
retroactive effect thereof. The applicable Lender shall deliver a written
statement of such Lender to the Company (with a copy to the Administrative
Agent) as to the amount due, if any, under this Section 3.4. Such written
statement shall set forth in reasonable detail the calculations upon which such
Lender determined



33









 







such amount and shall be final, conclusive and binding on the Borrowers in
the absence of demonstrable error.



     Section 3.5  
Compensation for Losses.   On or prior to the
fifteenth (15th)
Business Day after the Company’s receipt of a written demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Company shall
promptly compensate (or cause Aptar SAS to compensate) such Lender for and hold
such Lender harmless from any loss, cost or expense incurred by it as a result
of:



     (a)    any continuation, conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other than the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);



     (b)    any failure by a Borrower (for a reason other than the failure of such
Lender to make a Loan) to prepay, borrow, continue or convert any Loan other
than a Base Rate Loan on the date or in the amount notified by the Company or
Aptar SAS;



     (c)    any failure by a Borrower to make payment of any Loan (or interest due
thereon) denominated in an Alternative Currency on its scheduled due date or
any payment thereof in a different currency;



     (d)    any assignment of a Eurocurrency Rate Loan on a day other than the
last day of the Interest Period therefor as a result of a request by the
Company pursuant to Section 10.16; or



     (e)    any reallocation of Tranche A Loans pursuant to Section 2.1(c) on a
date other than the last day of an Interest Period for Tranche A Loans;



including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan
or from fees payable to terminate the deposits from which such funds were
obtained. The Company shall also pay (or cause Aptar SAS to pay) any customary
administrative fees charged by such Lender in connection with the foregoing.



     For purposes of calculating amounts payable by a Borrower to the Lenders
under this Section 3.5, each Lender shall be deemed to have funded each
Eurocurrency Rate Loan made by it at the Eurocurrency Base Rate used in
determining the Eurocurrency Rate for such Loan by a matching deposit or other
borrowing in the offshore interbank market for such currency for a comparable
amount and for a comparable period, whether or not such Eurocurrency Rate Loan
was in fact so funded.



     No Borrower shall be required to compensate a Lender pursuant to this
Section 3.5 for any amounts incurred or arising hereunder more than 180 days
prior to the date that such Lender notifies the Company of the event(s) giving
rise to such amounts and of such Lender’s intention to claim compensation
therefor. The applicable Lender shall deliver a written statement of such
Lender to the Company (with a copy to the Administrative Agent) as to the
amount due, if any, under this Section 3.5. Such written statement shall set
forth in reasonable detail the calculations upon which such Lender determined
such amount and shall be final, conclusive and binding on the Borrowers in the
absence of demonstrable error.



34









 







Section 3.6  
Matters Applicable to all Requests for Compensation.



     (a)    A certificate of the Administrative Agent or any Lender claiming
compensation under this Section 3 and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.



     (b)    Upon any Lender’s making a claim for compensation under Section 3.1 or
3.4 or providing a notice under Section 3.2, which has not been withdrawn, the
Company may replace such Lender in accordance with Section 10.16.



     Section 3.7  
Survival.   All of the Borrowers’ obligations under this
Section 3 shall survive termination of the Aggregate Commitments and repayment
of all other Obligations hereunder.



SECTION 4.   CONDITIONS PRECEDENT.



     Section 4.1  
Agreement Effectiveness.   This Agreement shall be and become
effective on the date (the “Effective Date”) on which the Borrowers, the
Lenders and the Administrative Agent shall have executed and delivered this
Agreement and the Administrative Agent shall have received (or, in the case of
Sections 4.1(e), (f) and (g), the Administrative Agent shall be satisfied that
such conditions are met) all of the following, each duly executed and dated the
Effective Date (or such earlier date as shall be satisfactory to the
Administrative Agent) in form and substance reasonably satisfactory to the
Administrative Agent:



     (a)    the opinion of Sidley, Austin, Brown & Wood LLP, U.S. legal counsel to
the Company;



     (b)    copies of resolutions of the Board of Directors of the Company
authorizing the execution and delivery of the Credit Documents to which it is a
party, certified by the Secretary or Assistant Secretary of the Company;



     (c)    specimen signatures of the persons authorized to execute Credit
Documents on the Company’s behalf, certified by the Secretary or Assistant
Secretary of the Company;



     (d)    payment of all fees then due and owing to the Administrative Agent and
each Lender under Section 2.7;



     (e)    all legal matters incident to the execution and delivery of the Credit
Documents shall be reasonably satisfactory to the Required Lenders;



     (f)    no change, occurrence or development shall have occurred since
December 31, 2002 which could reasonably be expected to have a Material Adverse
Effect;



     (g)    evidence, reasonably satisfactory to the Administrative Agent, that on
the Effective Date concurrently with the issuance of the initial Loans (i) all
outstanding Debt under the Existing Credit Agreement will be paid in full and
(ii) all commitments under the Existing Credit Agreement will be terminated;
and



35









 







     (h)    if Aptar SAS has executed this Agreement, the documents required by
Section 2.14.



The Administrative Agent shall promptly notify the Lenders that the Effective
Date has occurred.



     Section 4.2  
All Credit Extensions.   At the time of each Credit Extension
hereunder:



     (a)    The Administrative Agent shall have received the notice required by
Section 2.2;



     (b)    Each of the representations and warranties of the Borrowers set forth
in Section 5 shall be and remain true and correct in all material respects as
of the date of such Credit Extension, except to the extent that any such
representation or warranty relates solely to an earlier date, in which case it
shall have been true and correct as of such earlier date; and



     (c)    No Default or Event of Default shall have occurred and be continuing
or would occur as a result of such Credit Extension.



Each request for a Credit Extension shall be deemed to be a representation and
warranty by the Company and, if such Loan is a Tranche B Loan, Aptar SAS, on
the date of such Borrowing, conversion or continuance as to the facts specified
in subsections (b) and (c) of this Section 4.2.



SECTION 5.   REPRESENTATIONS AND WARRANTIES.



     The Company (and, with respect to Section 5.20, Aptar SAS) represents and
warrants to each Lender and the Administrative Agent as follows:



     Section 5.1  
Organization.



     (a)    The Company and each of its Subsidiaries: (i) is duly organized and
existing and in good standing under the Laws of the jurisdiction of its
organization; (ii) has all necessary power to own the Property and assets it
uses in its business and otherwise to carry on its present business and the
business it currently proposes to transact; and (iii) is duly licensed or
qualified and in good standing in each jurisdiction in which the nature of the
business transacted by it or the nature of the property owned or leased by it
makes such licensing or qualification necessary and in which the failure to be
so licensed or qualified would have a Material Adverse Effect.



     (b)    As of the Effective Date, the Company has no Subsidiaries other than
those Subsidiaries listed on Schedule 5.1.



     Section 5.2  
Corporate Power and Authority.   Each Borrower has the
corporate power and authority to execute, deliver and carry out the terms and
provisions of the Credit Documents to which it is a party and has taken all
necessary corporate action to authorize the execution, delivery and performance
of such Credit Documents. Each Borrower has duly executed and delivered each
Credit Document to which it is a party and each such Credit Document
constitutes the legal, valid and binding obligation of each Borrower
enforceable in accordance with its terms, except that enforceability may be
limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer,
reorganization, moratorium or other similar Laws now or



36









 







hereafter in effect relating to creditors’ rights generally and by general
principles of equity (regardless of whether enforcement is sought in equity or
at law).



     Section 5.3  
No Violation.   Neither the execution, delivery or performance
by the Borrowers of the Credit Documents to which it is a party nor compliance
by it with the terms and provisions thereof, nor the consummation of the
transactions contemplated herein or therein, will (i) contravene any applicable
provision of any Law, or any order, writ, injunction or decree of any court or
governmental instrumentality, (ii) conflict with or result in any breach of any
term, covenant, condition or other provision of, or constitute a default under,
or result in the creation or imposition of (or the obligation to create or
impose) any Lien upon any of the property or assets of the Company or any of
its Subsidiaries under the terms of any Contractual Obligation to which the
Company or any of its Subsidiaries is a party or by which it or any of its
property or assets are bound or to which it may be subject or (iii) violate any
provision of the Articles of Incorporation or By-Laws or corresponding
organizational documents of the Company or any of its Subsidiaries.



     Section 5.4  
Governmental Authorization.   No material approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority, which has not been obtained or given, is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against, either Borrower of any Credit Document.



     Section 5.5  
Litigation.   There are no actions, suits or proceedings
pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened, involving the Company or any of its Subsidiaries (i) that are
likely to have a Material Adverse Effect or (ii) that could reasonably be
expected to have a material adverse effect on the rights or remedies of the
Lenders or on the ability of either Borrower to perform its obligations to the
Lenders under this Agreement.



     Section 5.6  
Use of Proceeds; Margin Regulations.



     (a)    The proceeds of all Loans shall be used (i) to pay fees and expenses
incurred in connection with this Agreement, (ii) to repay Debt under the
Existing Credit Agreement and (iii) working capital, capital expenditures and
other lawful corporate purposes.



     (b)    No proceeds of any Loan will be used to purchase or carry any “margin
stock” (as defined in Regulation U of the Board of Governors of the Federal
Reserve System) or to extend credit for the purpose of purchasing or carrying
any “margin stock.”



     (c)    Notwithstanding any of the foregoing, no proceeds of any Loan will be
used to finance, fund or complete any hostile acquisition of any Person.



     Section 5.7  
Investment Company Act.   Neither the Company nor any of its
Subsidiaries is an “investment company” or a company “controlled” by an
“investment company,” within the meaning of the Investment Company Act of 1940,
as amended.



     Section 5.8  
Public Utility Holding Company Act.   Neither the Company nor
any of its Subsidiaries is a “holding company,” or a “subsidiary company” of a
“holding company,” or an



37









 







“affiliate” of a “holding company” or of a “subsidiary company” of a
“holding company,” within the meaning of the Public Utility Holding Company Act
of 1935, as amended.



     Section 5.9  
True and Complete Disclosure.   All factual information
heretofore or contemporaneously furnished by or on behalf of the Company or its
Subsidiaries to the Administrative Agent or any Lender (including, without
limitation, all information contained herein) in connection with this agreement
or any transaction contemplated herein is, and all other such factual
information hereafter furnished by or on behalf of any such Persons in writing
to the Administrative Agent or any Lender will be, true and accurate in all
material respects on the date of such information and not incomplete by
omitting to state any material fact necessary to make such information not
misleading at such time in light of the circumstances under which such
information was provided.



     Section 5.10  
Financial Statements.   The audited consolidated financial
statements of the Company as at December 31, 2002 and the unaudited
consolidated financial statements of the Company for the nine month period
ended September 30, 2003, copies of which have been delivered to the Lenders,
in each case (i) have been prepared in accordance with GAAP consistently
applied throughout the periods involved (except as disclosed therein) and (ii)
fairly present on a consolidated basis the financial position of the Company
and its Subsidiaries, as of the dates thereof, and the results of operations
for the periods covered thereby. The Company and its Subsidiaries have no
material contingent liabilities other than those disclosed in the financial
statements referred to in this Section 5.10 or in any supplemental report
already furnished to the Lenders in writing. With respect to any
representation and warranty, which is deemed to be made after the date hereof
by the Company this representation shall be deemed to refer to the financial
statements most recently, delivered by the Company to the Lenders.



     Section 5.11  
No Material Adverse Change.   No event has occurred which had
a Material Adverse Effect since December 31, 2002.



     Section 5.12  
Labor Controversies.   There are no labor controversies
pending or, to the best knowledge of the Company or its Subsidiaries,
threatened against the Company and its Subsidiaries that can reasonably be
foreseen to threaten a Material Adverse Effect.



     Section 5.13  
Taxes.   The Company and its Subsidiaries have filed all
federal tax returns and all other tax returns required to be filed and have
paid all taxes due, except such taxes, if any, as are being contested in good
faith and for which adequate reserves have been provided. No tax liens have
been filed and no claims are being asserted for taxes, which liens or claims
could have a Material Adverse Effect. The charges, accruals and reserves on
the books of the Company and its Subsidiaries for taxes and other governmental
charges are adequate.



     Section 5.14  
ERISA Compliance.



     (a)    Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received
a favorable determination letter from the IRS or an application for such a
letter is currently being processed by the IRS with respect thereto and, to the
best knowledge of the Company, nothing has occurred which would prevent, or
cause the



38









 







loss of, such qualification. The Company and each ERISA Affiliate have
made all required contributions to each Plan subject to Section 412 of the Code
except where a failure to make a required contribution could not reasonably be
expected to have a Material Adverse Effect. No application for a funding
waiver or an extension of any amortization period pursuant to Section 412 of
the Code has been made with respect to any Plan.



     (b)    There are no pending or, to the best knowledge of the Company,
threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could be reasonably expected to have a
Material Adverse Effect. There has been no prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan that has
resulted or could reasonably be expected to result in a Material Adverse
Effect.



     (c)    (i)    No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Company nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
the Company nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of
notice under Section 4219 of ERISA, would result in such liability) under
Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)
neither the Company nor any ERISA Affiliate has engaged in a transaction that
could be subject to Sections 4069 or 4212(c) of ERISA which individually under
clauses (i) through (v), or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect.



     Section 5.15  
Intellectual Property.   The Company and its Subsidiaries own
or hold a valid license to use all the material patents, trademarks, permits,
service marks, trade names, technology, know-how and formulas or other rights
related to the foregoing, free of any burdensome restrictions, that are used in
the operation of the business of the Company or of its Subsidiaries as
presently conducted and as proposed to be conducted as determined by the
Company and its Subsidiaries in their reasonable judgment, except for such
intellectual property or burdensome restrictions which are not likely to
individually or in the aggregate, have a Material Adverse Effect.



     Section 5.16  
Compliance with Statutes, Etc.   The Company and its
Subsidiaries are in compliance with all applicable statutes, regulations and
orders of and all applicable restrictions imposed by, all governmental bodies,
domestic and foreign, in respect of the conduct of its business and the
ownership of its Property, except such non-compliance as is not likely to,
individually or in the aggregate, have a Material Adverse Effect.



     Section 5.17  
Environmental Matters.



     (a)    The Company and its Subsidiaries have complied with, and on the date
of each Credit Extension are in compliance with, all applicable Environmental
Laws and the requirements of any permits issued under such Environmental Laws
except to the extent such noncompliance is not likely to have a Material
Adverse Effect. There are no pending or, to the best knowledge of the Company
and its Subsidiaries, past or threatened Environmental Claims against the
Company or its Subsidiaries of any real property owned or operated by the
Company



39









 







or its Subsidiaries that individually or in the aggregate would reasonably
be expected to have a Material Adverse Effect. There are no conditions or
occurrences on any real property owned or operated by the Company or its
Subsidiaries or, to the best knowledge of the Company and its Subsidiaries, on
any property adjoining or in the vicinity of any such real property that would
reasonably be expected (i) to form the basis of an Environmental Claim against
the Company or its Subsidiaries or any such real property that individually or
in the aggregate would reasonably be expected to have a Material Adverse Effect
or (ii) to cause any such real property to be subject to any restrictions on
the ownership, occupancy, use or transferability of such real property by the
Company or its Subsidiaries under any applicable Environmental Law which
restrictions are likely to have a Material Adverse Effect.



     (b)    Hazardous Materials have not at any time been generated, used, treated
or stored on, or transported to or from, any real property owned or operated by
the Company or its Subsidiaries in a manner that has violated or would
reasonably be expected to violate any Environmental Law except such violations
as are not likely, individually or in the aggregate, to have a Material Adverse
Effect. Hazardous Materials have not at any time been released on or from any
real property located in the United States owned or operated by the Company or
any of its Subsidiaries except such releases as are not likely, individually or
in the aggregate, to have a Material Adverse Effect. To the best of the
Company’s knowledge, there are not now any underground storage tanks located on
any real property located in the United States owned or operated by the Company
or its Subsidiaries.



     Section 5.18  
Existing Debt.   Schedule 5.18 contains a complete list of all
Debt (other than the Obligations hereunder and under the Existing Credit
Agreements) of the Company and its Subsidiaries as of September 30, 2003 and
all other Debt incurred by the Company or any of its Subsidiaries between
September 30, 2003 and the Effective Date which had an original principal
amount in excess of $25,000,000.



     Section 5.19  
No Burdensome Restrictions; Compliance with Agreements.  
Neither the Company nor any of its Subsidiaries is party or subject to any law,
regulation, rule or order, or any Contractual Obligation that (individually or
in the aggregate) has or reasonably could be foreseen to have a Material
Adverse Effect.



     Section 5.20  
Additional Representations as to Aptar SAS.   On and after the
date Aptar SAS becomes a Borrower, Aptar SAS represents and warrants to the
Administrative Agent and the Lenders that:



     (a)    Aptar SAS is subject to civil and commercial Laws with respect to its
obligations under this Agreement and the other Credit Documents to which it is
a party, and the execution, delivery and performance by Aptar SAS of the Credit
Documents constitute and will constitute private and commercial acts and not
public or governmental acts. Neither Aptar SAS nor any of its property has any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) under the Laws of the jurisdiction in which
Aptar SAS is organized and existing in respect of its obligations under the
Credit Documents.



40









 







     (b)    The Credit Documents are in proper legal form under the Laws of the
jurisdiction in which Aptar SAS is organized and existing for the enforcement
thereof against Aptar SAS under the Laws of such jurisdiction, and to ensure
the legality, validity, enforceability, priority or admissibility in evidence
of the Credit Documents. It is not necessary to ensure the legality, validity,
enforceability, priority or admissibility in evidence of the Credit Documents
that the Credit Documents be filed, registered or recorded with, or executed or
notarized before, any court or other authority in the jurisdiction in which
Aptar SAS is organized and existing or that any registration charge or stamp or
similar tax be paid on or in respect of the Credit Documents or any other
document, except for (i) any such filing, registration, recording, execution or
notarization as has been made or is not required to be made until the Credit
Documents or any other document is sought to be enforced and (ii) any charge or
tax as has been timely paid.



     (c)    There is no tax, levy, impost, duty, fee, assessment or other
governmental charge, or any deduction or withholding, imposed by any
Governmental Authority in or of the jurisdiction in which Aptar SAS is
organized and existing either (i) on or by virtue of the execution or delivery
of the Credit Documents or (ii) on any payment to be made by Aptar SAS pursuant
to the Credit Documents, except as set forth on Schedule 5.20.



     (d)    The execution, delivery and performance of the Credit Documents
executed by Aptar SAS are, under applicable foreign exchange control
regulations of the jurisdiction in which Aptar SAS is organized and existing,
not subject to any notification or authorization except (i) such as have been
made or obtained or (ii) such as cannot be made or obtained until a later date
(provided that any notification or authorization described in clause (ii) shall
be made or obtained as soon as is reasonably practicable).



SECTION 6.   COVENANTS.



     The Company covenants and agrees that, so long as any Loan is outstanding
or any Commitment is available to or in use by the Company hereunder, except to
the extent compliance in any case is waived in writing by the Required Lenders:



     Section 6.1  
Existence.   The Company will, and will cause each of its
Subsidiaries to, preserve and maintain its existence, subject to the provisions
of Section 6.11.



     Section 6.2  
Maintenance.   The Company will, and will cause each of its
Subsidiaries to, maintain, preserve and keep its plants, properties and
equipment necessary to the proper conduct of its business in reasonably good
repair, working order and condition and will from time to time make all
reasonably necessary repairs, renewals, replacements, additions and betterments
thereto so that at all times such plants, properties and equipment are
reasonably preserved and maintained; provided, however, that nothing in this
Section 6.2 shall prevent the Company or any of its Subsidiaries from
discontinuing the operation or maintenance of any such properties if such
discontinuance is, in the judgment of the Company or any such Subsidiary, as
applicable, desirable in the conduct of its business or the business of its
Subsidiary and not materially disadvantageous to the Lenders.



     Section 6.3  
Taxes.   The Company will, and will cause each of its
Subsidiaries to, duly pay and discharge all taxes, rates, assessments, fees and
governmental charges upon or against it



41









 







or its properties before payment is delinquent and before penalties accrue
thereon, unless and to the extent that the same is being contested in good
faith and by appropriate proceedings and appropriate reserves have been
established in conformity with GAAP.



     Section 6.4  
ERISA.   The Company will, and will cause each of its
Subsidiaries to, promptly pay and discharge all obligations and liabilities
arising under ERISA of a character which if unpaid or unperformed could
reasonably be expected to result in the imposition of a Lien against any of its
properties or assets and will promptly notify the Administrative Agent of any
ERISA Event which could be reasonably be expected to have a Material Adverse
Effect.



     Section 6.5  
Insurance.   The Company will, and will cause each of its
Subsidiaries to, insure, and keep insured, all insurable Property and assets
owned by it of a character usually insured by companies similarly situated and
operating like Property or assets, to the extent usually insured (subject to
self-insured retentions) by such similar companies. The Company and each of
its Subsidiaries will also insure employers’ and public and product liability
risks. The Company will, upon request of the Administrative Agent, furnish to
the Administrative Agent a summary setting forth the nature and extent of the
insurance maintained pursuant to this Section 6.5.



     Section 6.6  
Financial Reports and Other Information.



     (a)    The Company and its Subsidiaries will maintain a system of accounting
in accordance with GAAP and will furnish to the Administrative Agent such
information about the business and financial condition of the Company and its
Subsidiaries as the Administrative Agent may reasonably request; and, without
any request, will furnish to the Administrative Agent and each Lender:




     (i)    Within 60 days after the end of each of the first three fiscal
quarters of each fiscal year of the Company, the consolidated balance
sheet of the Company and its Subsidiaries as at the end of such fiscal
quarter and the related consolidated statement of income and of cash flow
for such fiscal quarter and for the portion of the fiscal year ended with
the last day of such fiscal quarter, all of which shall be in reasonable
detail and certified by the Executive Vice President or the Vice
President-Treasurer of the Company that they fairly present the financial
condition of the Company and its Subsidiaries (as applicable) as of the
dates indicated and the results of their operations and changes in their
cash flows for the periods indicated and that it has been prepared in
accordance with the terms of this Agreement, subject to normal year-end
audit adjustments.




     (ii)    Within 120 days after the end of each fiscal year of the
Company, the consolidated balance sheet of the Company and its
Subsidiaries as at the end of such fiscal year and the related
consolidated statement of income and retained earnings and of cash flows
for such fiscal year and setting forth consolidated comparative figures
for the preceding fiscal year certified by PriceWaterhouseCoopers or
other independent certified public accountants of recognized national
standing, in each case to the effect that such statements fairly present
the financial condition of the Company and its Subsidiaries as of the
dates indicated and the results of their operations and changes.


42









 





     (iii)    Promptly after the sending or filing thereof, copies of all
financial statements and projections that the Company sends to its
shareholders and copies of all filings and registrations with, and
reports to, the SEC by the Company or any of its Subsidiaries.



     (b)    Each financial statement furnished to the Administrative Agent
pursuant to subsections (i) and (ii) of Section 6.6(a) shall be accompanied by
(A) a written certificate signed by the Company’s Executive Vice President or
Vice President-Treasurer to the effect that (i) no Default or Event of Default
has occurred during the period covered by such statements or, if any such
Default or Event of Default has occurred during such period, setting forth a
description of such Default or Event of Default and specifying the action, if
any, taken by the Company to remedy the same, and (ii) the representations and
warranties contained in Section 5 are true and correct in all material respects
as though made on the date of such certificate, except as otherwise described
therein, and (B) a Compliance Certificate in the form of Exhibit C showing the
Company’s compliance with the covenants set forth in Sections 6.14, 6.15, 6.17
and 6.18, and attaching an updated Schedule 5.1 if any information pertaining
thereto has changed since the previous Compliance Certificate was submitted.



     (c)    Promptly after obtaining knowledge of any of the following, the
Company shall provide the Administrative Agent with written notice in
reasonable detail of:




     (i)    any pending or threatened material Environmental Claim against
the Company or any of its Subsidiaries or any real property owned or
operated by the Company or any of its Subsidiaries;



     (ii)    any condition or occurrence on any real property owned or
operated by the Company or any of its Subsidiaries that (x) results in
material noncompliance by the Company or any of its Subsidiaries with any
Environmental Law or (y) could reasonably be anticipated to form the
basis of a material Environmental Claim against the Company or any of its
Subsidiaries or any such real property;



     (iii)    any condition or occurrence on any real property owned or
operated by the Company or any of its Subsidiaries that could reasonably
by anticipated to cause such real property to be subject to any material
restrictions on the ownership, occupancy, use or transferability by the
Company or its Subsidiary, as the case may be, of its interest in such
real property under any Environmental Law; and



     (iv)    the taking of any material removal or remedial action in
response to the actual or alleged presence of any Hazardous Material on
any real property owned or operated by the Company or any of its
Subsidiaries.



     For purposes of this Section 6.6(c), “material” shall refer to an event or
circumstance that could reasonably be expected to result in losses, costs or
liabilities (in excess of any cash escrow available to the Company),
individually or in the aggregate, in excess of $5,000,000.



     (d)    The Company will promptly (and in any event within one Business Day
after an officer of the Company has knowledge thereof) give notice to the
Administrative Agent of:



43









 






     (i)    the occurrence of any Default or Event of Default;




     (ii)    any default or event of default under any Contractual
Obligation of the Company or any of its Subsidiaries which is likely to
have a Material Adverse Effect;




     (iii)    any litigation or governmental proceeding of the type
described in clause (i) or (ii) of Section 5.5; and




     (iv)    any circumstance that has had a Material Adverse Effect.



Documents required to be delivered pursuant to Section 6.6 (to the extent any
such documents are included in materials otherwise filed with the SEC) may be
delivered electronically to the Administrative Agent for distribution to the
Lenders and if so delivered, shall be deemed to have been delivered on the
date (i) on which the Company delivers electronic copies thereof to the
Administrative Agent, posts such documents, or provides a link thereto on the
Company’s website on the Internet at the website address listed on Schedule
10.2; or (ii) on which such documents are posted on the Company’s behalf on an
Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that: (x) the Company
shall deliver paper copies of such documents to the Administrative Agent or any
Lender that delivers a written request to the Company to deliver such paper
copies until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (y) the Company shall notify (which may
be by facsimile or electronic mail) the Administrative Agent and each Lender of
the posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such documents. The
Administrative Agent shall deliver any documents delivered to it by the Company
pursuant to Section 6 to the Lenders either electronically or by posting such
documents on an Internet or intranet website, if any, to which each Lender and
the Administrative Agent have access (whether a commercial, third-party website
or whether sponsored by the Administrative Agent). Notwithstanding anything
contained herein, in every instance the Company shall be required to provide
paper copies of the Compliance Certificates required by Section 6.6(c) to the
Administrative Agent. Except for such Compliance Certificates, the
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Company with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.



     Section 6.7  
Lender Inspection Rights.   Upon reasonable notice from the
Administrative Agent the Company will permit the Administrative Agent (and such
Persons as the Administrative Agent may designate) and any Lender during normal
business hours to visit and inspect any of the properties of the Company to
examine all its books of account, records, reports and other papers, to make
copies and extracts therefrom, and to discuss its respective affairs, finances
and accounts with its officers, employees and independent public accountants
(and by this provision the Company authorizes such accountants to discuss with
the Administrative Agent (and such Persons as the Administrative Agent may
designate) and any Lender the finances and affairs of the Company and its
Subsidiaries) all at such reasonable times and as often as may be reasonably
requested.



44









 





     Section 6.8      Conduct of Business.
The Company and each of its Subsidiaries will not engage in any line of
business outside the packaging industry other than a Permitted Receivables
Transaction.



     Section 6.9      Fiscal Years and Quarters. The Company will, for
financial reporting purposes, maintain for itself and its Subsidiaries a fiscal
year that ends on December 31 of each year and fiscal quarters that end on
March 31, June 30, September 30 and December 31 of each year.



     Section 6.10      Limitation on Certain Restrictions on Subsidiaries.
The Company will not, and will not permit any of its Subsidiaries to, directly
or indirectly, create or otherwise permit to exist or become effective any Lien
or restriction on the ability of any such Subsidiary to (a) pay dividends or
make any other distributions on its capital stock or any other interest or
participation in its profits owned by the Company or any Subsidiary of the
Company, or pay any Indebtedness owed to the Company or a Subsidiary of the
Company, or (b) make loans or advances to the Company or any Subsidiaries of
the Company, except for such Liens or restrictions existing under or by reason
of (i) applicable Law, (ii) this Agreement, (iii) customary provisions
restricting subletting or assignment of any lease governing a leasehold
interest of the Company or a Subsidiary of the Company, (iv) customary
provisions restricting assignment of any licensing agreement entered into by
the Company or a Subsidiary of the Company in the ordinary course of business;
and (v) customary provisions restricting distributions pursuant to any
Permitted Receivables Transaction.



     Section 6.11      Mergers, Consolidations and Asset Sales.



     (a)      The Company will not, and will not permit any of its Subsidiaries to,
be a party to any merger or consolidation or engage in any Asset Sale of all or
a “substantial part” of the consolidated assets (including assets consisting of
stock) of the Company and its Subsidiaries, except for any such merger or
consolidation (x) by any Subsidiary into or with the Company or into or with
any Subsidiary, (y) by any Subsidiary provided the survivor is a Subsidiary or
(z) by the Company provided the Company is the surviving corporation. As used
in this Section 6.11(a), an Asset Sale shall be deemed to be of a “substantial
part” of the consolidated assets of the Company and its Subsidiaries if the
book value of such assets (excluding accounts receivable transferred as part of
a Permitted Receivables Transaction), when added to the book value of all such
other assets (including assets consisting of stock) sold, leased, transferred
or disposed of by the Company and its Subsidiaries during any fiscal year
(other than inventory in the ordinary course of business) exceeds 10% of their
consolidated assets (including assets consisting of stock) as of the date of
the most recently ended Fiscal Year.



     (b)      The Company will not permit any of its Subsidiaries to issue or sell
any shares of stock of any class (including as “stock” for the purpose of this
subsection any warrants, rights or options to purchase or otherwise acquire
stock or other Securities exchangeable for or convertible into stock) of such
Subsidiary to any Person other than the Company or a Wholly-Owned Subsidiary of
the Company, except for the purpose of qualifying directors, if the effect of
such issuance of sale would be to dilute the voting rights or ownership
interests of the Company in any such Subsidiary to fifty percent (50%) or less.



45









 





     Section 6.12      Use of Property and Facilities; Environmental, Health and
Safety Laws. The Company will, and will cause each of its Subsidiaries to,
comply in all material respects with all Environmental Laws applicable to or
affecting the properties or business operations of the Company or its
Subsidiaries except to the extent such noncompliance is not likely to have a
Material Adverse Effect.



     Section 6.13      Liens. The Company will not, and will not permit any
of its Subsidiaries to, create, incur, assume or suffer to exist any Lien of
any kind on any Property or asset of any kind of the Company or any Subsidiary
of the Company, except the following (collectively, the “Permitted Liens”):



     (a)      Liens arising in the ordinary course of business by operation of law
in connection with worker’s compensation, unemployment insurance, old age
benefits, social security obligations, taxes, assessments, statutory
obligations or other similar charges, good faith deposits, pledges or other
Liens in connection with bids, tenders, contracts or leases to which the
Company or its Subsidiaries is a party or other deposits required to be made in
the ordinary course of business; provided that in each case the obligation
secured is not for Debt and is not overdue or, if overdue, is being contested
in good faith by appropriate proceedings and reserves in conformity with GAAP
have been provided therefor;



     (b)      mechanics’, worker’s, materialmen’s, landlords’, carriers’ or other
similar Liens arising in the ordinary course of business (or deposits to obtain
the release of such Liens) related to obligations not due or, if due, that are
being contested in good faith by appropriate proceedings and reserves in
conformity with GAAP have been provided therefor;



     (c)      Liens for taxes or assessments or other government charges or levies
not yet due or which are being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP have been provided therefor;



     (d)      Liens arising out of judgments or awards against the Company or any of
its Subsidiaries, or in connection with surety or appeal bonds in connection
with bonding such judgments or awards, the time for appeal from which or
petition for rehearing of which shall not have expired or which the Company or
such Subsidiary shall be prosecuting an appeal or proceeding for review, and
for which it shall have obtained a stay of execution pending such appeal or
proceeding for review; provided that the aggregate amount of liabilities
(including interest and penalties, if any but excluding any liabilities covered
by insurance) of the Company and its Subsidiaries secured by such Liens shall
not exceed $5,000,000 at any one time outstanding;



     (e)      easements, rights-of-way, restrictions and other similar encumbrances
on real property incurred in the ordinary course of business that, in the
aggregate, are not substantial in amount and that do not in any case materially
detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the Company or any of its
Subsidiaries;



46









 





     (f)      any interest or title of a lessor under any operating lease entered
into by the Company or any Subsidiary in the ordinary course of its business
and covering only the assets so leased;



     (g)      Liens in favor of depository and collection banks and other regulated
financial institutions consisting of statutory or contractual setoff rights
with respect to deposit accounts or securities accounts of the Company or any
Subsidiary thereof maintained with such bank or financial institution to secure
payment of customary maintenance fees or other administrative charges
associated with such accounts so long as such Liens do not secure Indebtedness
and are incurred in the ordinary course of business or that are being contested
in good faith by appropriate proceedings;



     (h)      Liens upon any Property acquired by the Company or any of its
Subsidiaries (A) to secure the payment of all or any part of the purchase price
of such Property upon its acquisition, (B) to secure Debt issued, assumed or
guaranteed by the Company or such Subsidiary before, at the time of, or within
90 days after the acquisition of such Property, which Debt financed all or any
part of the purchase price of such Property, (C) to secure capitalized lease
obligations or (D) to secure commercial letters of credit issued to pay part or
all of the purchase price of such Property; provided that in each case such
Lien applies only to the Property that was so acquired or purchased, such Debt
is incurred in connection with such acquisition or purchase and such Debt does
not exceed the purchase price of such Property;



     (i)      Liens on Property existing at the time such Property is acquired by
the Company or any Subsidiary of the Company and not created in contemplation
of such acquisition and Liens on property of a Person existing at the time such
Person is merged into or consolidated with the Company or any Subsidiary of the
Company or becomes a Subsidiary of the Company, provided that such Liens
were not created in contemplation of such merger, consolidation or acquisition
and do not extend to any assets other than those of the Person so merged into
or consolidated with the Company or such Subsidiary or acquired by the Company
or such Subsidiary;



     (j)      Liens on accounts receivable transferred in connection with a
Permitted Receivables Transaction;



     (k)      Liens securing Debt described on Schedule 5.18 hereto and other
Indebtedness not to exceed in the aggregate 7% of Consolidated Net Worth at any
time outstanding; and



     (l)      Any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Lien referred to in the
foregoing subsections (a) through (g), provided, however, that the principal
amount of Debt secured thereby does not exceed the principal amount secured at
the time of such extension, renewal or replacement, and that such extension,
renewal or replacement is limited to the Property already subject to the Lien
so extended, renewed or replaced.


Nothing contained in subsections (a) through (l) of this Section 6.13 shall be
deemed to permit a pledge of the stock (or other equity interests) of the
Company or any of its Subsidiaries.





47









 








     Section 6.14      Debt. The Company will not, and will not permit any
of its Subsidiaries to, contract, assume or suffer to exist any Debt, except:



     (a)      Debt under this Agreement;



     (b)      Existing Debt listed on Schedule 5.18 and other Debt provided that at
the time such other Debt is incurred and after giving effect to the incurrence
of such other Debt (i) the Company is in pro forma compliance with Section 6.17
hereof and (ii) the Debt of Subsidiaries of the Company (excluding Debt owing
to the Company or other Subsidiaries of the Company and Debt of Aptar SAS under
this Agreement) does not exceed 30% of Consolidated Net Worth.



     Section 6.15      Advances, Acquisitions, Investments and Loans. The
Company will not, and will not permit any of its Subsidiaries to, lend money or
credit or make advances to any Person, or purchase or acquire any stock of any
class of, or any partnership, joint venture or other equity interest in or
obligations of, or make any capital contribution to, any Person, or purchase or
own a futures contract or otherwise become liable for the purchase or sale of
currency or other commodities at a future date in the nature of a futures
contract, except:



     (a)      investments in Cash Equivalents;



     (b)      receivables owing to the Company or its Subsidiaries created or
acquired in the ordinary course of business and payable on customary trade
terms of the Company or such Subsidiary;



     (c)      investments (including debt obligations) received in connection with
the bankruptcy or reorganization of suppliers and customers and in settlement
of delinquent obligations of, and other disputes with, customers and suppliers
arising in the ordinary course of business;



     (d)      advances, loans and investments in existence on the Effective Date
(all such advances, loans and investments by the Company or any of its
Subsidiaries in existence on September 30, 2003 and all advances, loans and
investments by the Company or any of its Subsidiaries between September 30,
2003 and the Effective Date which had an original amount in excess of
$10,000,000, in each case are reflected on Schedule 6.15 hereto);



     (e)      deposits made in the ordinary course of business consistent with past
practices;



     (f)      financing provided by the Company and its Subsidiaries to their
customers in the ordinary course of business;



     (g)      intercompany loans, contributions to capital and advances to any of
its Subsidiaries and any Subsidiaries of the Company may make intercompany
loans, contributions to capital and advances to the Company;



     (h)      loans and advances by the Company and its Subsidiaries to directors,
officers and employees of the Company and its Subsidiaries for moving and
travel expenses and other similar expenses, in each case incurred in the
ordinary course of business, in an aggregate outstanding principal amount not
to exceed $5,000,000 at any time;



48









 





     (i)      purchases or acquisitions of stock or partnership interests, joint
venture interests or other equity interests in any Person who after such
purchase or other acquisition becomes a Subsidiary; and



     (j)      other purchases, advances, loans and investments with respect to
Persons who are not (or as a result of such investment do not become) a
Subsidiary not to exceed, in the aggregate, twelve and one-half percent (12.5%)
of the Consolidated Net Worth at any time outstanding.



     Section 6.16      Dividends and Other Shareholder Distributions. The
Company shall not during the occurrence and continuation of any Default or
Event of Default:



     (a)      declare or pay any dividends or make any distribution of any kind on
its outstanding capital stock, or set aside any sum for any such purpose; or



     (b)      purchase, redeem, retire or otherwise acquire, directly or indirectly,
or make any sinking fund payments for, any shares of any class of stock of the
Company or any Subsidiary of the Company now or hereafter outstanding or set
apart any sum for any such purpose.



     Section 6.17      Leverage. The Company will at all times maintain a
Consolidated Leverage Ratio of not more than .55 to 1.



     Section 6.18      Interest Coverage Ratio. The Company will not permit
at any time the Consolidated Interest Ratio to be less than 3.5 to 1, such
ratio to be calculated for the current fiscal quarter and previous three fiscal
quarters combined.



     Section 6.19      Transactions with Affiliates. Except as otherwise
expressly permitted by the terms of this Agreement, the Company will not, and
will not permit any of its Subsidiaries to, enter into or be a party to any
material transaction or arrangement with any Affiliate of the Company or such
Subsidiary which is not itself a Subsidiary, including without limitation, the
purchase from, sale to or exchange of Property with, any merger or
consolidation with or into, or the rendering of any service by or for, any such
Affiliate, except (i) in the ordinary course of and pursuant to the reasonable
requirements of the Company’s or such Subsidiary’s business and upon fair and
reasonable terms no less favorable to the Company or such Subsidiary than would
obtain in a comparable arm’s-length transaction with a Person other than an
Affiliate and (ii) the Permitted Receivables Transaction and (iii) transactions
and arrangements permitted under the terms of Section 6.11 or 6.15 provided the
Board of Directors of the Company have determined that such transaction or
arrangement is in the best interest of the Company.



     Section 6.20      Compliance with Laws. Without limiting any of the
other covenants of the Company in this Section 6, the Company will, and will
cause its Subsidiaries to, conduct their business, and otherwise be, in
compliance with all applicable Laws and orders of any governmental or judicial
authorities; provided, however, that this Section 6.20 shall not require the
Company or any of its Subsidiaries to comply with any such law, regulation,
ordinance or order if (x) it shall be contesting such Law or order in good
faith by appropriate proceedings and reserves in conformity with GAAP have been
provided therefor, or (y) the failure to comply therewith could not, in the
aggregate, have a Material Adverse Effect.



49









 





     Section 6.21      Take or Pay Contracts. The Company will not, and will
not permit any of its Subsidiaries to, enter into or be a party to any
arrangement for the purchase of materials, supplies, other property or services
if such arrangement (i) by its express terms requires that payment be made by
the Company or such Subsidiary regardless of whether such materials, supplies,
other property or services are delivered or furnished to it and (ii) could
reasonably be expected to have a Material Adverse Effect.



     Section 6.22      Inconsistent Agreements. The Company will not enter
into any Contractual Obligation if compliance by the Company with the terms and
provisions thereof, consummation of the transactions contemplated therein, or
application or operation of any term, covenant, condition or other provision
thereof would (i) result in a Default or Event of Default or (ii) violate any
provision of the Articles of Incorporation or By-Laws of the Company or any of
its Subsidiaries.



SECTION 7.   EVENTS OF DEFAULT AND REMEDIES.




     Section 7.1      Events of Default. Any one or more of the following
shall constitute an Event of Default:



     (a)      default (x) in the payment when due of the principal amount of any
Loan or (y) for a period of three (3) days in the payment when due of any other
Obligation constituting a payment obligation not mentioned in clause (x);



     (b)      default by the Company, or any of its Subsidiaries in the observance
or performance of any covenant set forth in Sections 6.10, 6.11, and 6.13-6.22;



     (c)      default by the Company or any Subsidiary in the observance or
performance of any provision hereof not mentioned in (a) or (b) above, which is
not remedied within thirty (30) days after notice thereof to the Company by the
Administrative Agent;



     (d)      any representation or warranty made herein by the Company or any
Subsidiary, or in any statement or certificate furnished pursuant hereto,
proves untrue in any material respect as of the date of the issuance or making,
or deemed making or issuance, thereof;



     (e)      (x) default by the Company or any Subsidiary occurs in the payment
when due of Indebtedness in an aggregate principal amount of $5,000,000 or (y)
a default by the Company or any Subsidiary or other circumstance occurs under
any Contractual Obligation under which any Indebtedness of the Company or any
Subsidiary in an aggregate principal amount of $5,000,000 is issued or created
and such default or other circumstance continues for a period of time
sufficient to permit the holder or beneficiary of such Indebtedness, or a
trustee therefore, to cause the acceleration of the maturity of any such
Indebtedness or any mandatory unscheduled prepayment, purchase, or other early
funding thereof;



     (f)      the Company, Aptar SAS or any Subsidiary owning or holding in the
aggregate more than five percent (5%) of the consolidated assets of the Company
and its Subsidiaries (i) does not pay, or admits its inability to pay, its
debts generally as they become due, (ii) makes an assignment for the benefit of
creditors, (iii) applies for, seeks, consents to, or acquiesces in, the
appointment of a receiver, custodian, trustee, examiner, liquidator or similar
official for it or any



50









 







substantial part of its Property, (iv) institutes any proceeding seeking
to have entered against it an order for relief under any Debtor Relief Law or
fails to file an answer or other pleading denying the material allegations of
any such proceeding filed against it, (v) takes any corporate action in
furtherance of any matter described in clauses (i)-(iv) above, or (vi) fails to
contest in good faith any appointment or proceeding described in Section
7.1(g);



     (g)      a custodian, receiver, trustee, examiner, liquidator or similar
official is appointed for the Company, Aptar SAS or any Subsidiary thereof
owning or holding in the aggregate more than five percent (5%) of the
consolidated assets of the Company and its Subsidiaries or any substantial part
of any of their respective Property, or a proceeding described in Section
7.1(f)(iv) is instituted against the Company, Aptar SAS or any Subsidiary of
the Company, and such appointment continues undischarged or such proceeding
continues undismissed or unstayed for a period of sixty (60) days;



     (h)      the Company or any Subsidiary of the Company fails within thirty (30)
days to pay, bond or otherwise discharge any judgment or order for the payment
of money in excess of, in the aggregate, $5,000,000, which is not stayed on
appeal or otherwise being appropriately contested in good faith in a manner
that stays execution;



     (i)      (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Company under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount which could reasonably be
expected to have a Material Adverse Effect, or (ii) the Company or any ERISA
Affiliate fails to pay when due, after the expiration of any applicable grace
period, any installment payment with respect to its withdrawal liability under
Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in
excess of $5,000,000;



     (j)      (i) the Company, Aptar SAS or any Person acting on behalf of the
Company, or any Governmental Authority challenges the validity of any Credit
Document or the Company’s obligations thereunder or (ii) any Credit Document
ceases to be in full force and effect or ceases to give the Administrative
Agent and Lenders the material Liens, rights, and powers purported to be
granted in their favor thereby; or



     (k)      a Change of Control Event occurs.



     Section 7.2      Non-Bankruptcy Defaults. When any Event of Default
other than those described in subsections (f) or (g) of Section 7.1 has
occurred and is continuing, the Administrative Agent shall, by notice to the
Company: (a) if so directed by the Required Lenders, terminate the remaining
Commitments and all other obligations of the Lenders hereunder on the date
stated in such notice (which may be the date thereof) and (b) if so directed by
the Required Lenders, declare the principal of and the accrued interest on all
outstanding Loans to be forthwith due and payable and thereupon all outstanding
Loans, including both principal and interest thereon, shall be and become
immediately due and payable together with all other amounts payable under the
Credit Documents without further demand, presentment, protest or notice of any
kind. The Administrative Agent, after giving notice to the Company pursuant to
Section 7.1(c) or this Section 7.2, shall also promptly send a copy of such
notice to the other Lenders, but the failure to do so shall not impair or annul
the effect of such notice.



51









 





     Section 7.3      Bankruptcy Defaults. When any Event of Default
described in subsections (f) or (g) of Section 7.1 has occurred and is
continuing, then all outstanding Loans shall immediately become due and payable
together with all other amounts payable under the Credit Documents without
presentment, demand, protest or notice of any kind, and all obligations of the
Lenders to extend further credit pursuant to any of the terms hereof shall
immediately terminate.



     Section 7.4      Notice of Default. The Administrative Agent shall give
notice to the Company under Section 7.1(c) promptly upon being requested to do
so by any Lender and shall thereupon notify all the Lenders thereof.



SECTION 8.   ADMINISTRATIVE AGENT




     Section 8.1      Appointment and Authorization of Administrative Agent.
Each Lender hereby irrevocably appoints, designates and authorizes the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and each other Credit Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Credit Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Credit Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Credit Document or otherwise
exist against the Administrative Agent. Without limiting the generality of the
foregoing sentence, the use of the term “agent” herein and in the other Credit
Documents with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable Law. Instead, such term is used merely as a matter
of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.



     Section 8.2      Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement or any other Credit Document by
or through agents, employees or attorneys-in-fact, including, for the purposes
of any Borrowings or payments in Alternative Currencies, such sub-agents as
shall be deemed necessary by the Administrative Agent, and shall be entitled to
advice of counsel and other consultants or experts concerning all matters
pertaining to such duties. The Administrative Agent shall not be responsible
for the negligence or misconduct of any agent, sub-agent or attorney-in-fact
that it selects in the absence of gross negligence or willful misconduct. Any
such agent, sub-agent or other Person retained or employed pursuant to this
Section 8.2 shall have all the benefits and immunities provided to the
Administrative Agent in this Section 8 with respect to any acts taken or
omissions suffered by such Person in connection herewith or therewith, as fully
as if the term “Administrative Agent” as used in this Section 8 and in the
definition of “Agent-Related Person” included such additional Persons with
respect to such acts or omissions.



     Section 8.3      Liability of Administrative Agent. No Agent-Related
Person shall (a) be liable for any action taken or omitted to be taken by any
of them under or in connection with this



52









 







Agreement or any other Credit Document or the transactions contemplated
hereby (except for its own gross negligence or willful misconduct in connection
with its duties expressly set forth herein), or (b) be responsible in any
manner to any Lender or participant for any recital, statement, representation
or warranty made by a Borrower or any officer thereof, contained herein or in
any other Credit Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative
Agent under or in connection with, this Agreement or any other Credit Document,
or the validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Credit Document, or for any failure of a Borrower
or any other party to any Credit Document to perform its obligations hereunder
or thereunder. No Agent-Related Person shall be under any obligation to any
Lender or participant to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Credit Document, or to inspect the properties, books or
records of either Borrower or any Affiliate thereof.



     Section 8.4      Reliance by Administrative Agent.



     (a)      The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement or
other document or conversation reasonably believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to a
Borrower), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under any Credit Document unless it
shall first receive such advice or concurrence of the Required Lenders as it
deems appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.
The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Credit Document in
accordance with a request or consent of the Required Lenders (or such greater
number of Lenders as may be expressly required hereby in any instance) and such
request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders.



     (b)      For purposes of determining compliance with the conditions specified
in Section 4.1, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Effective Date
specifying its objection thereto.



     Section 8.5      Notice of Default. The Administrative Agent shall not
be deemed to have knowledge or notice of the occurrence of any Default, except
with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a
Lender or a Borrower referring to this Agreement, describing such Default and
stating that such notice is a “notice of default.” The Administrative Agent
will notify the Lenders of its receipt of any such notice. The Administrative
Agent shall take such action with respect to such Default as



53









 







may be directed by the Required Lenders in accordance with Section 7;
provided, however, that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable or in the best interest of
the Lenders.



     Section 8.6      Credit Decision; Disclosure of Information by
Administrative Agent. Each Lender acknowledges that no Agent-Related
Person has made any representation or warranty to it, and that no act by the
Administrative Agent hereafter taken, including any consent to and acceptance
of any assignment or review of the affairs of the Borrowers or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession.
Each Lender represents to the Administrative Agent that it has, independently
and without reliance upon any Agent-Related Person and based on such documents
and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Borrowers and their respective
Subsidiaries, and all applicable bank or other regulatory Laws relating to the
transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Borrowers. Each Lender also represents
that it will, independently and without reliance upon any Agent-Related Person
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Credit
Documents, and to make such investigations as it deems necessary to inform
itself as to the business, prospects, operations, property, financial and other
condition and creditworthiness of each Borrower. Except for notices, reports
and other documents expressly required to be furnished to the Lenders by the
Administrative Agent herein, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of any of the Borrowers or any of their
respective Affiliates which may come into the possession of any Agent-Related
Person.



     Section 8.7      Indemnification of Administrative Agent. Whether or
not the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand each Agent-Related Person (to the extent not reimbursed
by or on behalf of a Borrower and without limiting the obligation of a Borrower
to do so), pro rata in accordance with their Voting Percentages, and hold
harmless each Agent-Related Person from and against any and all Indemnified
Liabilities incurred by it; provided, however, that no Lender
shall be liable for the payment to any Agent-Related Person of any portion of
such Indemnified Liabilities to the extent determined in a final, nonappealable
judgment by a court of competent jurisdiction to have resulted from such
Agent-Related Person’s own gross negligence or willful misconduct,
provided, however, that no action taken in accordance with the
directions of the Required Lenders shall be deemed to constitute gross
negligence or willful misconduct for purposes of this Section. Without
limitation of the foregoing, each Lender shall reimburse the Administrative
Agent upon demand for its ratable share of any reasonable and documented costs
or out-of-pocket expenses (including Attorney Costs) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Credit Document, or
any document



54









 







contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrowers. The undertaking in this Section shall survive termination of the
Aggregate Commitments, the payment of all other Obligations and the resignation
of the Administrative Agent.



     Section 8.8      Administrative Agent in its Individual Capacity. Bank
of America and its Affiliates may make loans to, issue letters of credit for
the account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with each of the Borrowers and their respective Affiliates as though
Bank of America were not the Administrative Agent hereunder and without notice
to or consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, Bank of America or its Affiliates may receive information regarding
the Borrowers or any of their Affiliates (including information that may be
subject to confidentiality obligations in favor of such Borrower or such
Affiliate) and acknowledge that the Administrative Agent shall be under no
obligation to provide such information to them. With respect to its Loans,
Bank of America shall have the same rights and powers under this Agreement as
any other Lender and may exercise such rights and powers as though it were not
the Administrative Agent, and the terms “Lender” and “Lenders” include Bank of
America in its individual capacity.



     Section 8.9      Successor Administrative Agent. The Administrative
Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders
and the Company. If the Administrative Agent resigns under this Agreement, the
Required Lenders shall appoint from among the Lenders a successor
administrative agent for the Lenders, which successor administrative agent
shall be consented to by the Company at all times other than during the
existence of an Event of Default (which consent of the Company shall not be
unreasonably withheld or delayed). If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Lenders
and the Company, a successor administrative agent from among the Lenders. Upon
the acceptance of its appointment as successor administrative agent hereunder,
the Person acting as such successor administrative agent shall succeed to all
the rights, powers and duties of the retiring Administrative Agent and the term
“Administrative Agent shall mean such successor administrative agent, the
retiring Administrative Agent’s appointment, powers and duties as
Administrative Agent shall be terminated. After any retiring Administrative
Agent’s resignation hereunder as Administrative Agent, the provisions of this
Section 8 and Sections 10.4 and 10.5 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement. If no successor administrative agent has accepted
appointment as Administrative Agent by the date which is 30 days following a
retiring Administrative Agent’s notice of resignation, the retiring
Administrative Agent’s resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a
successor agent as provided for above.



     Section 8.10      Administrative Agent May File Proofs of Claim. In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to either Borrower, the Administrative Agent (irrespective
of whether the principal of any Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the



55









 







Administrative Agent shall have made any demand on either Borrower) shall
be entitled and empowered, by intervention in such proceeding or otherwise:



     (a)      to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders and the Administrative
Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and
their respective agents and counsel and all other amounts due the Lenders and
the Administrative Agent under Sections 2.7 and 10.4) allowed in such judicial
proceeding; and



     (b)      to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.7 and 10.4.




     Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or to authorize the Administrative
Agent to vote in respect of the claim of any Lender in any such proceeding.



     Section 8.11      Other Agents; Arrangers and Managers. None of the
Lenders or other Persons identified on the facing page or signature pages of
this agreement as a “syndication agent,” “documentation agent,” “co-agent,”
“book manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger”
shall have any right, power, obligation, liability, responsibility or duty
under this agreement other than, in the case of such Lenders, those applicable
to all Lenders as such. Without limiting the foregoing, none of the Lenders or
other Persons so identified shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any of the Lenders or other Persons so identified in
deciding to enter into this agreement or in taking or not taking action
hereunder.



SECTION 9.   COMPANY GUARANTEE




     Section 9.1      Unconditional Guarantee. For valuable consideration,
receipt whereof is hereby acknowledged, and to induce each Lender to make Loans
to and on account of the Aptar SAS and to induce the Administrative Agent to
act hereunder, the Company hereby unconditionally and irrevocably guarantees to
each Lender and the Administrative Agent the punctual payment when due, whether
at stated maturity, by acceleration or otherwise, of all Obligations of Aptar
SAS, whether for principal, interest, fees, expenses, indemnification or
otherwise, whether direct or indirect, absolute or contingent or now existing
or hereafter arising



56









 







(such Obligations being the “Guaranteed Obligations”). Without
limiting the generality of the foregoing, the Company’s liability shall extend
to all amounts that constitute part of the Guaranteed Obligations and would be
owed by Aptar SAS to the Administrative Agent or any other Lender under this
Agreement but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving
Aptar SAS. This is a guarantee of payment and not of collection merely.



     Section 9.2      Guarantee Absolute. The Company guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of
this Agreement, regardless of any Law or order now or hereafter in effect in
any jurisdiction affecting any of such terms or the rights of any Lender or the
Administrative Agent with respect thereto. The Obligations of the Company
under this Section 9 are independent of the Guaranteed Obligations, and a
separate action or actions may be brought and prosecuted against the Company to
enforce this Section 9, irrespective of whether any action is brought against
Aptar SAS or whether Aptar SAS is joined in any such action or actions. The
liability of the Company under this guarantee shall be irrevocable, absolute
and unconditional irrespective of, and the Company hereby irrevocably waives
any defense it may now or hereafter have in any way relating to, any or all of
the following:



     (a)      any lack of validity or enforceability of this Agreement or any other
agreement or instrument relating thereto;



     (b)      any change in the time, manner or place of payment of, or in any other
term of, all or any of the Guaranteed Obligations, or any other amendment or
waiver of or any consent to departure from this Agreement;



     (c)      any taking, exchange, release or non-perfection of any collateral or
any taking, release or amendment or waiver of or consent to departure from any
other guaranty, for all or any of the Guaranteed Obligations;



     (d)      any change, restructuring or termination of the corporate structure or
existence of Aptar SAS; or



     (e)      any other circumstance (including, without limitation, any statute of
limitations to the fullest extent permitted by applicable Law) which might
otherwise constitute a defense available to, or a discharge of, the Company,
Aptar SAS or a guarantor.



     This guaranty shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by any Lender or the Administrative
Agent upon the insolvency, bankruptcy or reorganization of Aptar SAS or
otherwise, all as though such payment had not been made.



     Section 9.3      Waivers. The Company hereby expressly waives
promptness, diligence, notice of acceptance, presentment, demand for payment,
protest, any requirement that any right or power be exhausted or any action be
taken against Aptar SAS or against any other guarantor of all or any portion of
the Total Outstanding Amount, and all other notices and demands whatsoever.



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     (a)      The Company hereby waives any right to revoke this guaranty, and
acknowledges that this guaranty is continuing in nature and applies to all
Guaranteed Obligations, whether existing now or in the future and regardless of
whether the Total Outstanding Amount is reduced to zero at any time or from
time to time.



     (b)      The Company acknowledges that it will receive substantial direct and
indirect benefits from the financing arrangements contemplated herein and that
the waivers set forth in this Section 9 are knowingly made in contemplation of
such benefits.



     Section 9.4      Subrogation. The Company will not exercise any rights
that it may now or hereafter acquire against Aptar SAS or any other insider
guarantor that arise from the existence, payment, performance or enforcement of
the Guaranteed Obligations under this Agreement, including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the
Administrative Agent or any other Lender against a Borrowing Subsidiary or any
other insider guarantor or any collateral, whether or not such claim, remedy or
right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from Aptar SAS or any other
insider guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim,
remedy or right, unless and until all of the Guaranteed Obligations and all
other amounts payable under this guaranty shall have been paid in full in cash
and the Commitments shall have terminated. If any amount shall be paid to the
Company in violation of the preceding sentence at any time prior to the later
of the payment in full in cash of the Guaranteed Obligations and all other
amounts payable under this guaranty and the termination of the Commitments,
such amount shall be held in trust for the benefit of the Administrative Agent
and the other Lenders and shall forthwith be paid to the Administrative Agent
to be credited and applied to the Guaranteed Obligations and all other amounts
payable under this guaranty, whether matured or unmatured, in accordance with
the terms of this Agreement, or to be held as collateral for any Guaranteed
Obligations or other amounts payable under this guaranty thereafter arising.
The Company acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Agreement and that the waiver
set forth in this section is knowingly made in contemplation on such benefits.



     Section 9.5      Survival. This guaranty is a continuing guarantee and
shall (a) remain in full force and effect until payment in full in cash of the
Guaranteed Obligations and all other amounts payable under this guaranty and
the termination of the Commitments, (b) be binding upon the Company, its
successors and assigns, (c) inure to the benefit of and be enforceable by each
Lender (including each assignee Lender pursuant to Section 10.7) and the
Administrative Agent and their respective successors, transferees and assigns
and (d) shall be reinstated if at any time any payment to a Lender or the
Administrative Agent hereunder is required to be restored by such Lender or the
Administrative Agent. Without limiting the generality of the foregoing
clause (c), each Lender may assign or otherwise transfer its interest in
any Loan to any other Person, and such other Person shall thereupon become
vested with all the rights in respect thereof granted to such Lender herein or
otherwise.



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SECTION 10.   MISCELLANEOUS.




     Section 10.1      Amendments, Etc. No amendment or waiver of any
provision of this Agreement or any other Credit Document, and no consent to any
departure by the Company or Aptar SAS therefrom, shall be effective unless in
writing signed by the Required Lenders and the Company or Aptar SAS, as the
case may be, and acknowledged by the Administrative Agent, and each such waiver
or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such
amendment, waiver or consent shall:



     (a)      waive any condition set forth in Section 4.1(a) without the written
consent of each Lender;



     (b)      extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 7.2) without the written consent of
such Lender;



     (c)      postpone any date fixed by this Agreement or any other Credit Document
for any payment of principal, interest, fees or other amounts due to the
Lenders (or any of them) hereunder or under any other Credit Document without
the written consent of each Lender directly affected thereby;



     (d)      reduce the principal of, or the rate of interest specified herein on,
any Loan or (subject to clause (iii) of the second proviso to this Section
10.1) any fees or other amounts payable hereunder or under any other Credit
Document without the written consent of each Lender directly affected thereby;
provided, however, that only the consent of the Required Lenders
shall be necessary (i) to amend the definition of “Default Rate” or to waive,
suspend or terminate any obligation of a Borrower to pay interest at the
Default Rate or (ii) to amend any financial covenant hereunder (or any defined
term used therein) even if the effect of such amendment would be to reduce the
rate of interest on any Loan or to reduce any fee payable hereunder;



     (e)      change Section 2.11, 2.12 or 2.13 in a manner that would alter the
sharing of payments required thereby without the written consent of each
Lender;



     (f)      amend Section 1.7 or the definition of “Alternative Currency” without
the written consent of each Lender;



     (g)      change any provision of this Section or the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender; or



     (h)      release the Company from its Guaranty under Section 9 without the
written consent of each Lender;


and, provided further, that (i) no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to
the Lenders required above, affect the rights or duties of the Administrative
Agent under this Agreement or any other Credit Document; (ii)




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Section 10.7(h) may not be amended, waived or otherwise modified without the
consent of each Granting Lender all or any part of whose Loans are being funded
by an SPC at the time of such amendment, waiver or other modification; and
(iii) the Fee Letter may be amended, or rights or privileges thereunder waived,
in a writing executed only by the parties thereto. Notwithstanding anything to
the contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that no
Commitment of such Lender may be increased or extended without the consent of
such Lender.




     Section 10.2      Notices and Other Communications; Facsimile Copies.



     (a)      General. Unless otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including by facsimile transmission). All such written notices shall be
mailed certified or registered mail, faxed or delivered by hand or by overnight
courier service to the applicable address, facsimile number or (subject to
subsection (c) below) electronic mail address, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be
made to the applicable telephone number, as follows:




          (i)      if to the Borrowers or the Administrative Agent, to the address,
facsimile number, electronic mail address or telephone number specified
for such Person on Schedule 10.2 or to such other address,
facsimile number, electronic mail address or telephone number as shall be
designated by such party in a notice to the other parties; and




          (ii)      if to any other Lender, to the address, facsimile number,
electronic mail address or telephone number specified in its
Administrative Questionnaire or to such other address, facsimile number,
electronic mail address or telephone number as shall be designated by
such party in a notice to the Company and the Administrative Agent.


Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by facsimile shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).




     (b)      Electronic Communications. Notices and other communications to
the Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall
not apply to notices to any Lender pursuant to Section 2 if such Lender has
notified the Administrative Agent that it is incapable of receiving notices
under such Section by electronic communication. The Administrative Agent or
the Company (on behalf of itself and the other Borrower) may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular
notices or communications.



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     (c)      Effectiveness of Facsimile Documents and Signatures. Credit
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually-signed originals and shall be binding on all
Borrowers, the Administrative Agent and the Lenders. The Administrative Agent
may also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the
failure to request or deliver the same shall not limit the effectiveness of any
facsimile document or signature.



     (d)      Reliance by Administrative Agent and Lenders. The
Administrative Agent and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Borrowing Notices) purportedly given by or on
behalf of a Borrower even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by
the recipient, varied from any confirmation thereof. The Company shall
indemnify each Agent-Related Person and each Lender from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of a Borrower, except to the extent
any such losses, costs, expenses or liabilities resulted from the gross
negligence or willful misconduct of such Person. All telephonic notices to and
other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.



     Section 10.3      No Waiver; Cumulative Remedies. No failure by any
Lender or the Administrative Agent to exercise, and no delay by any such Person
in exercising, any right, remedy, power or privilege hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.



     Section 10.4      Attorney Costs, Expenses and Taxes. Each Borrower
agrees (a) to pay or reimburse the Administrative Agent for all reasonable and
documented costs and expenses incurred in connection with the development,
preparation, negotiation and execution of this Agreement and the other Credit
Documents and any amendment, waiver, consent or other modification of the
provisions hereof and thereof (whether or not the transactions contemplated
thereby are consummated), and the consummation and administration of the
transactions contemplated hereby and thereby, including all Attorney Costs, and
(b) to pay or reimburse the Administrative Agent and each Lender for all
reasonable and documented costs and expenses incurred in connection with the
enforcement, attempted enforcement, or preservation of any rights or remedies
under this Agreement or the other Credit Documents (including all such costs
and expenses incurred during any “workout” or restructuring in respect of the
Obligations and during any legal proceeding, including any proceeding under any
Debtor Relief Law), including all Attorney Costs. The foregoing costs and
expenses shall include any search, filing, recording, title insurance and
appraisal charges and fees and taxes related thereto and the cost of
independent public accountants and other outside experts retained by the
Administrative Agent or any Lender. All amounts due under this Section 10.4
shall be payable within ten Business Days after demand therefor. The
agreements in this Section shall survive the termination of the Aggregate
Commitments and repayment of all other Obligations.



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     Section 10.5      Indemnification by the Borrowers. Each Borrower shall
indemnify and hold harmless each Agent-Related Person, each Lender and their
respective Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the “Indemnitees”) from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising
out of or in connection with (a) the execution, delivery, enforcement,
performance or administration of any Credit Document or any other agreement,
letter or instrument delivered in connection with the transactions contemplated
thereby or the consummation of the transactions contemplated thereby, (b) any
Commitment or Loan or the use or proposed use of the proceeds therefrom or (c)
any actual or alleged presence or release of Hazardous Materials on or from any
property currently or formerly owned or operated by the Company or any
Subsidiary, or any Environmental Claim related in any way to the Company or any
Subsidiary, or (d) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory (including any investigation of, preparation for, or
defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all
the foregoing, collectively, the “Indemnified Liabilities”), in all cases,
whether or not caused by or arising, in whole or in part, out of the negligence
of the Indemnitee; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such liabilities, obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses or disbursements (i) resulted from the gross negligence or willful
misconduct of such Indemnitee or (ii) are subject to reimbursement, indemnity
or payment under another provision of this Agreement. No Borrower shall have
any reimbursement obligation in respect of any legal or other expenses
(including Attorney Costs) incurred in connection with investigating or
defending against any of the foregoing if the same is due to any event
described in the final proviso of the immediately preceding sentence. No
Indemnitee shall be liable for any damages arising from the use by others of
any information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Agreement except to
the extent such liabilities resulted from the gross negligence of willful
misconduct of such Indemnitee, nor shall any Indemnitee have any liability for
any indirect or consequential damages relating to this Agreement or any other
Credit Document or arising out of its activities in connection herewith or
therewith (whether before or after the Effective Date). All amounts due under
this Section 10.5 shall be payable within ten Business Days after demand
therefor. The agreements in this Section shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations.



     Section 10.6      Payments Set Aside. To the extent that any payment by
or on behalf of a Borrower is made to the Administrative Agent or any Lender,
or the Administrative Agent or any Lender exercises its right of set-off, and
such payment or the proceeds of such set-off or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then (a) to the extent of such recovery,
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such set-off had not occurred, and



62









 




(b) each Lender severally agrees to pay to the Administrative Agent upon
demand its applicable share of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the applicable Overnight
Rate from time to time in effect, in the applicable currency of such recovery
or payment.




     Section 10.7      Successors and Assigns.



     (a)      The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that no Borrower may assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of
each Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an Eligible Assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of participation in
accordance with the provisions of subsection (d) of this Section, or (iii) by
way of pledge or assignment of a security interest subject to the restrictions
of subsection (f) of this Section, or (iv) to an SPC in accordance with the
provisions of subsection (h) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this
Section and, to the extent expressly contemplated hereby, the Indemnitees) any
legal or equitable right, remedy or claim under or by reason of this Agreement.



     (b)      Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Individual Commitment and the Loans at the time owing
to it); provided that (i) except in the case of an assignment of the
entire remaining amount of the assigning Lender’s Individual Commitment and the
Loans at the time owing to it or in the case of an assignment to a Lender or an
Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this
Section) with respect to a Lender, the aggregate amount of the Individual
Commitment (which for this purpose includes Loans outstanding thereunder and
such Lender’s Tranche A Commitment and Tranche B Commitment) subject to each
such assignment, determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent or, if
“Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000 unless each of the Administrative Agent
and, so long as no Event of Default has occurred and is continuing, the Company
otherwise consents (each such consent not to be unreasonably withheld or
delayed); (ii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under
this Agreement with respect to the Loans or the Individual Commitment assigned;
(iii) any assignment of an Individual Commitment must be approved by the
Administrative Agent unless the Person that is the proposed assignee is itself
a Lender (whether or not the proposed assignee would otherwise qualify as an
Eligible Assignee); and (iv) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee of $3,500. Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection (c) of
this Section, from and after the effective date specified in each Assignment
and Assumption, the Eligible Assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have



63









 







the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 3.1, 3.4, 3.5, 10.4 and
10.5 with respect to facts and circumstances occurring prior to the
effective date of such assignment). Upon request, each Borrower (at its
expense) shall execute and deliver a Note to the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with subsection (d) of this Section.



     (c)      The Administrative Agent, acting solely for this purpose as an agent
of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall
be conclusive, and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrowers at any reasonable time and from time to time upon
reasonable prior notice. In addition, at any time that a request for a consent
for a material or other substantive change to the Credit Documents is pending,
any Lender wishing to consult with other Lenders in connection therewith may
request and receive from the Administrative Agent a copy of the Register.



     (d)      Any Lender may at any time, without the consent of, or notice to, the
Borrowers or the Administrative Agent, sell participations to any Person (other
than a natural person or the Company or any of the Company’s Affiliates or
Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrowers, the Administrative
Agent and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in
the first proviso to Section 10.1 that directly affects such Participant.
Subject to subsection (e) of this Section, each Borrower agrees that each
Participant shall be entitled to the benefits of Sections 3.1, 3.4 and 3.5 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 10.9
as though it were a Lender, provided such Participant agrees to be
subject to Sections 2, 2.13 and 2.14 as though it were a Lender.



64









 





     (e)      A Participant shall not be entitled to receive any greater payment
under Section 3.1 or 3.4 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Company’s prior
written consent. A Participant shall not be entitled to the benefits of
Section 3.1 unless the Company is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrowers, to
comply with Section 10.15 as though it were a Lender.



     (f)      Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement (including under its Note(s),
if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.



     (g)      As used herein, the following terms have the following meanings:




“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent, and (ii) unless an Event of
Default has occurred and is continuing, the Company (each such approval
not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, “Eligible Assignee” shall not include the
Company or any of the Company’s Affiliates or Subsidiaries; and provided
further, however, that an Eligible Assignee shall include only a Lender,
an Affiliate of a Lender or another Person, which, through its Lending
Offices, is capable of lending the applicable Alternative Currencies to
the Borrowers without the imposition of any Taxes or additional Taxes, as
the case may be.




“Fund” means any Person (other than a natural person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course
of its business.




“Approved Fund” means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
an entity that administers or manages a Lender.



     (h)      Notwithstanding anything to the contrary contained herein, any Lender
(a “Granting Lender”) may grant to a special purpose funding vehicle identified
as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Company (an “SPC”) the option to provide all or
any part of any Loan that such Granting Lender would otherwise be obligated to
make pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects
not to exercise such option or otherwise fails to make all or any part of such
Loan, the Granting Lender shall be obligated to make such Loan pursuant to the
terms hereof or, if it fails to do so, to make such payment to the
Administrative Agent as is required under Section 2.10(c)(ii). Each party
hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by
any SPC of such option shall increase the costs or expenses or otherwise
increase or change the obligations of the



65









 







Borrowers under this Agreement (including its obligations under Section
3.4), (ii) no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be liable, and (iii)
the Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Credit
Document, remain the lender of record hereunder. The making of a Loan by an
SPC hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Loan were made by such Granting Lender. In furtherance
of the foregoing, each party hereto hereby agrees (which agreement shall
survive the termination of this Agreement) that, prior to the date that is one
year and one day after the payment in full of all outstanding commercial paper
or other senior debt of any SPC, it will not institute against, or join any
other Person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency, or liquidation proceeding under the laws of the United
States or any State thereof. Notwithstanding anything to the contrary
contained herein, any SPC may (i) with notice to, but without prior consent of
the Company and the Administrative Agent and without paying any processing fee
therefor, assign all or any portion of its right to receive payment with
respect to any Loan to the Granting Lender and (ii) disclose on a confidential
basis any non-public information relating to its funding of Loans to any rating
agency, commercial paper dealer or provider of any surety or Guarantee or
credit or liquidity enhancement to such SPC.



     Section 10.8      Confidentiality. Each of the Administrative Agent and
the Lenders agrees it will use its best efforts not to disclose and to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents,
advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Credit Document or any action or proceeding
relating to this Agreement or any other Credit Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative
transaction relating to a Borrower and its obligations, (g) with the consent of
the Company or (h) to the extent such Information (x) is or becomes publicly
available other than as a result of a breach of this Section or (y) is or
becomes available to the Administrative Agent or any Lender on a
nonconfidential basis from a source other than the Company. For purposes of
this Section, “Information” means all information received from the Company or
any Subsidiary relating to the Company or any Subsidiary or any of their
respective business. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.



66









 





     Section 10.9      Set-off. In addition to any rights and remedies of
the Lenders provided by law, upon the occurrence and during the continuance of
any Event of Default, each Lender is authorized at any time and from time to
time, without prior notice to the Company or any other Borrower, any such prior
notice being waived by the Company (on its own behalf and on behalf of each
Borrower) to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, such Lender to or
for the credit or the account of the respective Borrowers against any and all
Obligations constituting a payment obligation owing to such Lender hereunder or
under any other Credit Document, now or hereafter existing, irrespective of
whether or not the Administrative Agent or such Lender shall have made demand
under this Agreement or any other Credit Document and although such Obligations
may be contingent or unmatured or denominated in a currency different from that
of the applicable deposit or indebtedness. Each Lender agrees promptly to
notify the Company and the Administrative Agent after any such set-off and
application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application.



     Section 10.10      Interest Rate Limitation. Notwithstanding anything
to the contrary contained in any Credit Document, the interest paid or agreed
to be paid to any Lender under the Credit Documents shall not exceed the
maximum rate of non-usurious interest permitted for such Lender by applicable
Law (the “Maximum Rate”). If the Administrative Agent or any Lender
shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the applicable Borrower. In determining whether
the interest contracted for, charged, or received by the Administrative Agent
or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted
by applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.



     Section 10.11      Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.



     Section 10.12      Integration. This Agreement, together with the other
Credit Documents, comprises the complete and integrated agreement of the
parties on the subject matter hereof and thereof and supersedes all prior
agreements, written or oral, on such subject matter. In the event of any
conflict between the provisions of this Agreement and those of any other Credit
Document, the provisions of this Agreement shall control; provided that
the inclusion of supplemental rights or remedies in favor of the Administrative
Agent or the Lenders in any other Credit Document shall not be deemed a
conflict with this Agreement. Each Credit Document was drafted with the joint
participation of the respective parties thereto and shall be construed neither
against nor in favor of any party, but rather in accordance with the fair
meaning thereof.



     Section 10.13      Survival of Representations and Warranties. All
representations and warranties made hereunder and in any other Credit Document
or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and



67









 







delivery hereof and thereof. Such representations and warranties have
been or will be relied upon by the Administrative Agent and each Lender,
regardless of any investigation made by the Administrative Agent or any Lender
or on their behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default at the time of any
Credit Extension, and shall continue in full force and effect with respect to
the date as to which they were made as long as any Loan or any other Obligation
constituting a payment obligation (other than contingent indemnity obligations)
hereunder shall remain unpaid or unsatisfied.



     Section 10.14      Severability. If any provision of this Agreement or
the other Credit Documents is held to be illegal, invalid or unenforceable, (a)
the legality, validity and enforceability of the remaining provisions of this
Agreement and the other Credit Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.



     Section 10.15      Tax Forms.



     (a)      Tax Forms. As modified by paragraphs (b) and (c) of this
Section 10.15, each Lender agrees to deliver to the Administrative Agent or a
Borrower, as the Administrative Agent or a Borrower shall reasonably request,
on or prior to the Effective Date, and in a timely fashion thereafter, two
copies of such documents and forms required by any relevant Governmental
Authorities under the Laws of the United States, France (in the case of Tranche
B Lenders) and any other jurisdiction, duly executed and completed by such
Lender, as are required under such Laws to confirm such Lender’s entitlement to
a complete exemption from withholding taxes in respect of all payments to be
made to such Lender by the Borrowers pursuant to this Agreement. Each Lender
shall promptly (i) notify the Administrative Agent of any change in
circumstances which would modify or render invalid any such claimed exemption,
and (ii) take such steps as shall not be materially disadvantageous to it, in
the reasonable judgment of such Lender, and as may be reasonably necessary
(including the re-designation of its Lending Office) to avoid any requirement
of applicable Laws of any such jurisdiction that a Borrower make any deduction
or withholding for taxes from amounts payable to such Lender. Additionally,
each of the Borrowers shall promptly deliver to the Administrative Agent or any
Lender, as the Administrative Agent or such Lender shall reasonably request, on
or prior to the Effective Date, and in a timely fashion thereafter, such
documents and forms required by any relevant Governmental Authorities under the
Laws of any jurisdiction, duly executed and completed by such Borrower, as are
required to be furnished by such Lender or the Administrative Agent under such
Laws in connection with any payment by the Administrative Agent or any Lender
of Taxes or Other Taxes, or otherwise in connection with the Credit Documents,
with respect to such jurisdiction. No Borrower shall be required to pay an
additional amount to any Lender under Section 3.1 if such Lender shall have
failed to satisfy the provisions of this Section 10.15; provided that, subject
to the limitation of Section 10.7(e), if such Lender shall have satisfied the
requirement of this Section 10.15 on the date such Lender became a Lender or
ceased to act for its own account with respect to any payment under any of the
Credit Documents, nothing in this Section 10.15(a) shall relieve either
Borrower of its obligation to pay any amounts pursuant to



68









 







Section 3.1 in the event that, as a result of any change in any applicable
law, treaty or governmental rule, regulation or order, or any change in the
interpretation, administration or application thereof, such Lender is no longer
properly entitled to deliver forms, certificates or other evidence at a
subsequent date establishing the fact that such Lender or other Person for the
account of which such Lender receives any sums payable under any of the Credit
Documents is not subject to withholding or is subject to withholding at a
reduced rate.



     (b)      Tranche A Loans — United States Tax Forms




          (i)      Each Lender that is not a “United States person” within the
meaning of Section 7701(a)(30) of the Code (a “Non-U.S. Lender”)
shall deliver to the Administrative Agent or the Company, pursuant to
Section 3.1(a), prior to receipt of any payment subject to withholding
under the Code (or upon accepting an assignment of an interest herein),
two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Non-U.S. Lender and entitling it to
a complete exemption from withholding tax on all payments to be made to
such Non-U.S. Lender by the Borrowers pursuant to this Agreement) or IRS
Form W-8ECI or any successor thereto (relating to all payments, including
fees, to be made to such Non-U.S. Lender by the Borrowers pursuant to
this Agreement) or such other evidence satisfactory to the Company and
the Administrative Agent that such Non-U.S. Lender is entitled to a
complete exemption from U.S. withholding tax, including any exemption
pursuant to Section 881(c) of the Code. Thereafter and from time to
time, each such Non-U.S. Lender shall (A) promptly submit to the
Administrative Agent such additional duly completed and signed copies of
such forms (or such successor forms as shall be adopted from time to time
by the relevant United States Governmental Authorities) as may then be
available under then current United States laws and regulations to avoid,
or such evidence as is satisfactory to the Company and the Administrative
Agent of any available exemption from or reduction of, United States
withholding taxes in respect of all payments to be made to such Non-U.S.
Lender by the Borrowers pursuant to this Agreement, (B) promptly notify
the Administrative Agent of any change in circumstances which would
modify or render invalid any claimed exemption or reduction, and (C) take
such steps as shall not be materially disadvantageous to it, in the
reasonable judgment of such Lender, and as may be reasonably necessary
(including the re-designation of its Lending Office) to avoid any
requirement of applicable Laws that a Borrower make any deduction or
withholding for taxes from amounts payable to such Non-U.S. Lender.




          (ii)      Each Non-U.S. Lender, to the extent it does not act or ceases
to act for its own account with respect to any portion of any sums paid
or payable to such Lender under any of the Credit Documents (for example,
in the case of a typical participation by such Lender), shall deliver to
the Administrative Agent on the date when such Non-U.S. Lender ceases to
act for its own account with respect to any portion of any such sums paid
or payable, and at such other times as may be necessary in the
determination of the Administrative Agent (in the reasonable exercise of
its discretion), (A) two duly signed completed copies of the forms or
statements required to be provided by such Lender as set forth above, to
establish the portion of any such sums paid or payable with respect to
which such Lender acts for its own account that is not subject to U.S.
withholding tax,



69









 






and (B) two duly signed completed copies of IRS Form W-8IMY (or any
successor thereto), together with any information such Lender chooses to
transmit with such form, and any other certificate or statement of
exemption required under the Code, to establish that such Lender is not
acting for its own account with respect to a portion of any such sums
payable to such Lender. No Borrower shall be required to pay any
additional amount to any Non-U.S. Lender under Section 3.1 with respect
to any Taxes required to be deducted or withheld on the basis of the
information, certificates or statements of exemption such Lender
transmits with an IRS Form W-8IMY pursuant to this Section 10.15(b) (ii).




          (iii)      The Administrative Agent may, without reduction, withhold any
Taxes required to be deducted and withheld from any payment under any of
the Credit Documents with respect to which such Borrower is not required
to pay additional amounts under this Section 10.15(b).




          (iv)      Upon the request of the Administrative Agent, each Lender that
is a “United States person” within the meaning of Section 7701(a)(30) of
the Code shall deliver to the Administrative Agent or the Company,
pursuant to Section 10.15(a), two duly signed completed copies of IRS
Form W-9. If such Lender fails to deliver such forms, then the
Administrative Agent may withhold from any interest payment to such
Lender an amount equivalent to the applicable back-up withholding tax
imposed by the Code, without reduction.



     (c)      Tranche B Loans — French Tax Forms. With respect to Tranche B
Loans, each Tranche B Lender shall deliver to the Administrative Agent or Aptar
SAS, pursuant to Section 3.1(a), prior to receipt of any payment subject to
withholding under the Laws of France (or upon accepting an assignment of an
interest herein), two duly signed completed copies of any documents or forms
required by French Governmental Authorities certifying that such Lender is
entitled to a complete exemption from French withholding tax. Thereafter and
from time to time, each such Tranche B Lender shall (A) promptly submit to the
Administrative Agent such additional duly completed and signed copies of such
documents or forms (or such successor forms as shall be adopted from time to
time by the relevant French Governmental Authorities) as may then be available
under then current French laws and regulations to avoid, or such evidence as is
satisfactory to Aptar SAS and the Administrative Agent of any available
exemption from or reduction of, French withholding taxes in respect of all
payments to be made to such Tranche B Lender by the Borrowers pursuant to this
Agreement, (B) promptly notify the Administrative Agent of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction, and (C) take such steps as shall not be materially disadvantageous
to it, in the reasonable judgment of such Tranche B Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable Laws that a Borrower make any deduction or
withholding for taxes from amounts payable to such Tranche B Lender. 



     (d)      If any Governmental Authority asserts that the Administrative Agent
did not properly withhold or backup withhold, as the case may be, any Taxes or
other amounts from payments made to or for the account of any Lender, such
Lender shall indemnify the Administrative Agent therefor, including all
penalties and interest, any taxes imposed by any



70









 







jurisdiction on the amounts payable to the Administrative Agent under this
Section, and costs and expenses (including Attorney Costs) of the
Administrative Agent. The obligation of the Lenders under this Section shall
survive the termination of the Aggregate Commitments, repayment of all other
Obligations hereunder and the resignation of the Administrative Agent.



     Section 10.16      Replacement of Lenders. Under any circumstances set
forth herein providing that the Company shall have the right to replace a
Lender as a party to this Agreement, the Company may, upon notice to such
Lender and the Administrative Agent, replace such Lender by causing such Lender
to assign its Commitment (with the assignment fee to be paid by the Company in
such instance) pursuant to Section 10.7(b) to one or more Eligible Assignees
procured by the Company; provided, however, that if the Company elects to
exercise such right with respect to any Lender pursuant to Section 3.6(b), it
shall be obligated to replace all Lenders that have made similar requests for
compensation pursuant to Section 3.1 or 3.4. Upon the making of any such
assignment, the Borrowers shall pay in full any amounts payable pursuant to
Section 3.5.



     Section 10.17      Governing Law.



     (a)      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF ILLINOIS APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE
AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.



     (b)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS
SITTING IN CHICAGO OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWERS,
THE ADMINISTRATIVE AGENT AND LENDERS SUBMITS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH BORROWER,
THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY CREDIT DOCUMENT OR
OTHER DOCUMENT RELATED THERETO. EACH BORROWER, THE ADMINISTRATIVE AGENT AND
EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.



     (c)      Aptar SAS hereby irrevocably appoints the Company as its authorized
agent with all powers necessary to receive on its behalf service of copies of
the summons and complaint and any other process which may be served in any
action or proceeding arising out of or relating to the Credit Documents in any
of such courts in and of the State of Illinois. Such service may be made by
mailing or delivering a copy of such process to Aptar SAS in care of the
Company at its address for notices provided for in Section 10.2, and Aptar SAS
hereby irrevocably authorizes



71









 







and directs the Company to accept such service on its behalf and agrees
that the failure of the Company to give any notice of any such service to Aptar
SAS shall not impair or affect the validity of such service or of any judgment
rendered in any action or proceeding based thereon. The Company hereby
irrevocably accepts such appointment as process agent.



     Section 10.18      Waiver of Right to Trial by Jury. EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY CREDIT DOCUMENT OR IN ANY
WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO ANY CREDIT DOCUMENT, OR THE TRANSACTIONS
RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF
THEIR RIGHT TO TRIAL BY JURY.



     Section 10.19      USA PATRIOT Act Notice. Each Lender and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrowers that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”), it is required to obtain, verify and record information that
identifies the Borrowers, which information includes the name and address of
each Borrower and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify such Borrower in accordance
with the Act.



     Section 10.20      Judgment Currency. If, for the purposes of obtaining
judgment in any court, it is necessary to convert a sum due hereunder or any
other Credit Document in one currency into another currency, the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with such
other currency on the Business Day preceding that on which final judgment is
given. The obligation of each Borrower in respect of any such sum due from it
to the Administrative Agent or the Lenders hereunder or under the other Credit
Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with
the applicable provisions of this Agreement (the “Agreement Currency”), be
discharged only to the extent that on the Business Day following receipt by the
Administrative Agent of any sum adjudged to be so due in the Judgment Currency,
the Administrative Agent may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency. If the amount of
the Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent from a Borrower in the Agreement Currency, such Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or the Person to whom such obligation was
owing against such loss. If the amount of the Agreement Currency so purchased
is greater than the sum originally due to the Administrative Agent in such
currency, the Administrative



72









 







Agent agrees to return the amount of any excess to such Borrower (or to
any other Person who may be entitled thereto under applicable law).



     Section 10.21      Entire Agreement. This Agreement and the other
Credit Documents represent the final agreement among the parties and may not be
contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties.



[remainder of page intentionally left blank]




73









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Chicago, Illinois by their duly authorized
officers as of the day and year first above written.


	 	 	 	 	 
	 	

APTARGROUP, INC.

 	 
	 	By:  	/s/ Stephen J. Hagge
 	 
	 	Name:  	Stephen J. Hagge
	 	Title:	Executive Vice President,
	 	 	Chief Financial Officer and Secretary




S-1









 





	 	 	 	 	 
	 	

APTARGROUP HOLDINGS SAS

 	 
	 	By:  	/s/ Carl A. Siebel
 	 
	 	Name:  	Carl A. Siebel
	 	Title:	President      
          





S-2









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as

Administrative Agent and as a Lender

 	 
	 	By:  	/s/ Tim Cassidy
 	 
	 	Name:  	Tim Cassidy
	 	Title:	Vice President





S-3









 






	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI, 
LTD.,
CHICAGO BRANCH, as Co-
Documentation Agent and Lender

 	 
	 	By:  	/s/ Shinichiro Munechika
 	 
	 	Name:  	Shinichiro Munechika
	 	Title:	Deputy General Manager




S-4









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC, as Lender

 	 
	 	By:  	/s/ Nicholas A. Bell
 	 
	 	Name:  	Nicholas A. Bell
	 	Title:	Director Loan Transaction
	 	 	Management



S-5









 





	 	 	 	 	 
	 	DEUTSCHE BANK AG, NEW YORK 
BRANCH,
as Lender

 	 
	 	By:  	/s/ Stephan Peetzen
 	 
	 	Name:  	Stephan Peetzen
	 	Title:	Managing Director
	 
	 	By:  	/s/ Michael Dietz
 	 
	 	Name:  	Michael Dietz
	 	Title:	Director




S-6









 





	 	 	 	 	 
	 	FIFTH THIRD BANK (CHICAGO), a

Michigan Banking Corporation, as Lender

 	 
	 	By:  	/s/ John H. Kemper
 	 
	 	Name:  	John H. Kemper
	 	Title:	Vice President





S-7









 




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, as Lender

 	 
	 	By:  	/s/ Beth Grossman
 	 
	 	Name:  	Beth Grossman
	 	Title:	Vice President




S-8









 




	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, 
as
Co-Documentation Agent and Lender

 	 
	 	By:  	/s/ Thomas J. Purcell
 	 
	 	Name:  	Thomas J. Purcell
	 	Title:	Senior Vice President




S-9









 




	 	 	 	 	 
	 	LASALLE BANK NATIONAL 
ASSOCIATION,
as Co-Documentation 
Agent and Lender 

 	 
	 	By:  	/s/ Scott W. McCarty
 	 
	 	Name:  	Scott W. McCarty
	 	Title:	Assistant Vice President




S-10









 




	 	 	 	 	 
	 	NATIONAL CITY BANK OF

MICHIGAN/ILLINOIS

 	 
	 	By:  	/s/ Stephanie Pass
 	 
	 	Name:  	Stephanie Pass
	 	Title:	Senior Vice President




S-11









 




	 	 	 	 	 
	 	SOCIETE GENERALE, NEW YORK 
BRANCH,
as Syndication Agent and Lender

 	 
	 	By:  	/s/ A. M. Dumorher
 	 
	 	Name:  	A. M. Dumorher
	 	Title:	Vice President




S-12









 





EXHIBIT A




FORM OF BORROWING NOTICE




Date: ___________, _____




To:       Bank of America, N.A., as Administrative Agent




Ladies and Gentlemen:





     Reference is made to that certain Credit Agreement, dated as of February
27, 2004 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement;” the terms defined therein
being used herein as therein defined), among AptarGroup, Inc. (the “Company”),
AptarGroup Holdings SAS, the Lenders from time to time party thereto, and Bank
of America, N.A., as Administrative Agent.



     The Company hereby requests, on behalf of itself or, if applicable, Aptar
SAS (select one):




	 	 	o  A Borrowing of Loans                      o  A conversion or continuation of Loans
	 
	1.	 	On  ____ (a Business Day).
	 
	2.	 	In the amount of _____.
	 
	3.	 	Comprised of  _____.

     [Type of Loan requested]
	 
	4.	 	In the following currency: ________________________
	 
	5.	 	For Eurocurrency Rate Loans: with an Interest Period of ____ months.
	 
	6.	 	On behalf of ________________________________________ [insert name of applicable
Borrower].




The Borrowing requested herein complies with the proviso to the first sentence
of Section 2.1(a) or (b) of the Agreement, as applicable.


	 	 	 	 	 
	 	APTARGROUP, INC.

 	 
	 	By:  	
 	 
	 	Name:  	 
	 	Title:	 



Exh. A-1










 





EXHIBIT B




COMPLIANCE CERTIFICATE




     This Compliance Certificate is furnished to the Administrative Agent
pursuant to that certain Credit Agreement dated as of February 27, 2004, by and
between AptarGroup, Inc. (the “Company”), AptarGroup Holdings SAS, the
Administrative Agent and certain other lenders a party thereto, as amended from
time to time (the “Credit Agreement”). Unless otherwise defined herein, the
terms used in this Compliance Certificate have the meanings ascribed thereto in
the Credit Agreement.



     The undersigned hereby certifies that:




     1.     I
am the duly elected __________________ of the Company;




     2.     I have reviewed the terms of the Credit Agreement and I have
made, or have caused to be made under my supervision, a review of the
transactions and conditions of the Company and its Subsidiaries during
the accounting period covered by the attached financial statements;




     3.     The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or the occurrence of
any event which constitutes a Default or Event of Default during or at
the end of the accounting period covered by the attached financial
statements or as of the date of this Certificate, except as set forth
below;




     4.     The financial statements required by Section 6.6 of the Credit
Agreement and being furnished to you concurrently with this certificate
fairly present the financial condition of the Company and its
Subsidiaries as of the dates and for the periods covered thereby;




     5.     The attachment hereto sets forth financial data and computations
evidencing the Company’s compliance with certain covenants of the Credit
Agreement, all of which data and computations are, to the best of my
knowledge, true, complete and correct and have been made in accordance
with the relevant Sections of the Credit Agreement;




     6.     Either Schedule 5.1 of the Credit Agreement contains a true and
complete list of all Subsidiaries of the Company as of the date hereof or
attached hereto is a substitute Schedule 5.1 which supersedes the prior
Schedule 5.1; and




     7.     The representations and warranties contained in Section 5 of the
Credit Agreement are true and correct in all material respects as though
made on and as of the



Exh. B-1









 





date hereof except to the extent that any such representation or
warranty relates solely to an earlier date, in which case it was true and
correct as of such earlier date.



     Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Company has taken, are taking, or propose to
take with respect to each such condition or event:



     The foregoing certifications, together with the computations set forth in
the Attachment hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this ______ day of ____________________,_______.



	 
	Name:_____________________
	   Title:_______________________
	 









Exh. B-2









 








[REVIEW]




ATTACHMENT TO COMPLIANCE CERTIFICATE




	 	 	 	 	 	 	 	 	 
	 	1.	 	 	Debt of Subsidiaries (Section 6.14(b)(ii))	 	 	 	 
	 	(a	)	 	Debt of Subsidiaries (excluding Aptar SAS Loans under the Credit Agreement)
	 	$_____	 	 
	 	 	 	 	 
	 	 	 	 
	 	(b	)	 	25% of Consolidated Net Worth
	 	$_____	 	 
	 	 	 	 	 
	 	 	 	 
	 	(c	)	 	Does (b) exceed (a)? [Answer should be yes]
	 	 _____	 	 
	 
	 	 	 	 	 	 	 		 
	 	2.	 	 	Other Advances, Loans and Investments (Section 6.15(i).)
	 	 	 	 
	 	(a	)	 	12.5% of Consolidated Net Worth 
	 	$_____	 	 
	 	 	 	 	 
	 	 	 	 
	 	(b	)	 	Other Advances, Loans and Investments Outstanding 
	 	$_____	 	 
	 	 	 	 	 
	 	 	 	 
	 	(c	)	 	Does (a) exceed (b)? [Answer should be yes]
	 	 _____	 	 
	 
	 	 	 	 	 
	 	 	 	 
	 	3.	 	 	Consolidated Leverage Ratio (Section 6.17.)
	 	 	 	 
	 	(a	)	 	Consolidated Debt 
	 	$_____	 	 
	 	 	 	 	 	 	 	 	 
	 	(b	)	 	Total Capitalization 
	 	$_____	 	 
	 	 	 	 	 	 	 	 	 
	 	(c	)	 	Ratio of (a) to (b) (shall be not more than 0.55 to 1)
	 	 _____	 	 
	 
	 	4.	 	 	Consolidated Interest Ratio (Section 6.18.)
	 	 	 	 
	 	(a	)	 	Consolidated EBITDA 
	 	$_____	 	 
	 	 	 	 	 	 	 	 	 
	 	(b	)	 	Consolidated Interest Expense 
	 	$_____	 	 
	 	 	 	 	 	 	 	 	 
	 	(c	)	 	Ratio of (a) to (b) (shall be at least 3.5 to 1)
	 	 _____	 	 
	 	 	 	 	 	 	 	 	 












Exh. B-3









 











EXHIBIT C




ASSIGNMENT AND ASSUMPTION




     This
Assignment and Assumption (this “Assignment and Assumption”) is dated
as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor’s rights
and obligations as a Lender under the Credit Agreement and any other documents
or instruments delivered pursuant thereto to the extent related to the amount
and percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
and (ii) to the extent permitted to be assigned under applicable law, all
claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed
thereby or in any way based on or related to any of the foregoing, including,
but not limited to, contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as, the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty
by the Assignor.




	1.	 	Assignor:   _____________________________
	 
	2.	 	Assignee:   __________________________[and is an
Affiliate/Approved Fund

of [identify Lender]]
	 
	3.	 	Borrower(s):   _____________________________
	 
	4.	 	Administrative Agent: Bank of America, N.A., as the administrative agent
under the Credit Agreement
	 
	5.	 	Credit Agreement: Credit Agreement, dated as of February 27, 2004, among
AptarGroup Inc., AptarGroup Holdings SAS, the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative Agent.





Exh. C-1









 











	6.	 	Assigned Interest:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate	 	 	 	 	 	 
	 	 	Amount of	 	Amount of	 	Percentage	 	 
	 	 	Commitment/	 	Commitment/	 	Assigned of	 	 
	 	 	Individual Loans	 	Individual Loans	 	Commitment/	 	 	 	CUSIP
	Facility Assigned	 	for all
Lenders*	 	Assigned*	 	Individual Loans1	Number
	 	 	 	 	 	 	 	 	
	Individual
Commitment
	 	$_______	 	 	 	$_______	 	 	 	 	_______	%	 	 	 	 
	Tranche A Commitment
	 	$_______	 	 	 	$_______	 	 	 	 	_______	%	 	 	 	 
	Tranche B Commitment
	 	$_______	 	 	 	$_______	 	 	 	 	_______	%	 	 	 	 







     [7. Trade Date: ___
]2



Effective Date:
___________________, 20___[TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]



The terms set forth in this Assignment and Assumption are hereby agreed to:



	 	 	 
	

	 	ASSIGNOR
	

	 	[NAME OF ASSIGNOR]
	 
	 	 
	

	 	By:_____________________________

     Title:
	 
	 	 
	

	 	ASSIGNEE

[NAME OF ASSIGNEE]
	 
	 	 
	

	 	By:_____________________________

     Title:













	1	 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
all Lenders thereunder.
	 
	2	 	To be completed if the Assignor and the Assignee intend that the minimum
assignment amount is to be determined as of the Trade Date.




Exh. C-2









 








[Consented to and]3Accepted:



BANK OF AMERICA, N.A., as

Administrative Agent



By:______________________
       Title:



[Consented to:]4



APTARGROUP HOLDINGS, INC.






By:____________________
     
Title:

 

 
 
 






	3	 	To be added only if the consent of the Administrative Agent is required by the
terms of the Credit Agreement.
	4	 	To be added only if the consent of the Company is required by the terms of the
Credit Agreement.




Exh. C-3









 










ANNEX 1 TO ASSIGNMENT AND ASSUMPTION




[___________________]5




STANDARD TERMS AND CONDITIONS FOR




ASSIGNMENT AND ASSUMPTION





     1.          
Representations and Warranties.



     1.1.     Assignor. The Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim,
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby, and (iv) under current law, no Tax is
required to be withheld by the Company [or Aptar SAS]6 with respect to any
payments (including fees) to be made to Assignee under the Credit Agreement or
any other Credit Document, and (b) assumes no responsibility with respect to
(i) any statements, warranties or representations made in or in connection with
the Credit Agreement or any other Credit Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Credit Documents or any collateral thereunder, (iii) the financial condition of
the Company, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or (iv) the performance or
observance by the Company, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Credit Document.



     1.2.     Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, (iv)
it has received a copy of the Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Section ___thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is a Non-U.S.
Lender, attached hereto is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action









	5	 	Describe Credit Agreement at option of Administrative Agent.
	 
	6	 	Delete if Assignee does not have a Tranche B Commitment.





Exh. C-4









 





under the Credit Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Credit Documents
are required to be performed by it as a Lender.




     2.     Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts,
which have accrued to, but excluding the Effective Date and to the Assignee for
amounts, which have accrued from and after the Effective Date.



     3.     General
Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the law of the State of
Illinois.



Exh. C-5









 





EXHIBIT D




FORM OF

APTAR SAS BORROWING AGREEMENT




[Date]           




     Bank of America, N.A., as Administrative Agent



     Attention: Anthea Del Bianco, Agency Management/Timothy Cassidy



Ladies and Gentlemen:



     The
undersigned, AptarGroup, Inc. (the “Company”), refers to the
Multicurrency Credit Agreement dated as of February 27, 2004 (as it may
hereafter be amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”) among the Company, the financial institutions from time to
time party thereto and Bank of America, N.A., as Administrative Agent.
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement.



     The Company and AptarGroup Holdings SAS (“Aptar SAS”) make, on and as of
the date hereof, the representations and warranties as to Aptar SAS contained
in Article V of the Credit Agreement. Aptar SAS agrees to be bound in all
respects by the terms of the Credit Agreement and to perform all of the
obligations of a Borrower thereunder. Each reference to a Borrower in the
Credit Agreement shall be deemed to include Aptar SAS.



     All communications to Aptar SAS under the Credit Agreement should be
directed to the Company as set forth in the Section 10.2 of the Credit
Agreement.



     This instrument shall be construed in accordance with and governed by the
laws of the State of Illinois. Loan proceeds should be disbursed as provided
in the Credit Agreement.



     Upon the execution of this Aptar SAS Borrowing Agreement by the Company
and Aptar SAS and acceptance hereof by the Administrative Agent, Aptar SAS
shall become a Borrower under the Credit Agreement as though it were an
original party thereto and shall be entitled to borrow under the Credit
Agreement upon the satisfaction of the conditions precedent set forth in
Sections 2.14 and 4.2 of the Credit Agreement.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	APTARGROUP, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	

Name:

Title:	 	 







Exh. D-1









 






	 	 	 	 	 
	 	 	APTARGROUP HOLDING SAS
	 
	 	 	 	 
	

	 	By:_________________________	 	 
	

	 	
Name:

Title:	 	 







Exh. D-2









 






Accepted as of the date first above written:



BANK OF AMERICA, N.A., as Administrative Agent



By: __________________________________

Name:

Title:



Exh. D-3









 





EXHIBIT E




FORM OF

APTARGROUP, INC. NOTE




____________________________




     FOR
VALUE RECEIVED, the undersigned (the “Company”) hereby promises to pay
to _____________
or registered assigns (the “Lender”), in accordance
with the provisions of the Agreement (as hereinafter defined), the principal
amount of each Loan from time to time made by the Lender to the Company under
that certain Multicurrency Credit Agreement, dated as of February 27, 2004 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement;” the terms defined therein being used herein as
therein defined), among the Company, AptarGroup Holding SAS, the Lenders from
time to time party thereto, and Bank of America, N.A., as Administrative Agent.



     The Company promises to pay interest on the unpaid principal amount of
each Loan made by the Lender to the Company from the date of such Loan until
such principal amount is paid in full, at such interest rates and at such times
as provided in the Agreement. All payments of principal and interest shall be
made to the Administrative Agent for the account of the Lender in the currency
in which such Loan was denominated and in Same Day Funds at the Administrative
Agent’s Office for such currency. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.



     This Note is one of the Notes referred to in the Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. Upon the occurrence and continuation of
one or more of the Events of Default specified in the Agreement, all amounts
then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement. Loans made by
the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may
also attach schedules to this Note and endorse thereon the date, amount,
currency and maturity of its Loans and payments with respect thereto.



     The Company, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.



Exh. E-1









 





     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF ILLINOIS.



	 	 	 	 	 
	 	 	APTARGROUP, INC.
	 
	 	 	 	 
	

	 	By:_________________________	 	 
	

	 	 	 	 
	

	 	Name:_______________________	 	 
	

	 	 	 	 
	

	 	Title:________________________	 	 
	

	 	 	 	 







Exh. E-2









 






FORM OF

APTARGROUP HOLDING SAS NOTE




_____________________________




     FOR
VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to
pay to
_______________
or registered assigns (the “Lender”), in
accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Loan from time to time made by the Lender to the
Borrower under that certain Multicurrency Credit Agreement, dated as of
February 27, 2004 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms defined
therein being used herein as therein defined), among AptarGroup, Inc., the
Borrower, the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent.



     The Borrower promises to pay interest on the unpaid principal amount of
each Loan made by the Lender to the Borrower from the date of such Loan until
such principal amount is paid in full, at such interest rates and at such times
as provided in the Agreement. All payments of principal and interest shall be
made to the Administrative Agent for the account of the Lender in the currency
in which such Loan was denominated and in Same Day Funds at the Administrative
Agent’s Office for such currency. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.



     This Note is one of the Notes referred to in the Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. This Note is also entitled to the
benefits of the guaranty in Section 9 of the Agreement. Upon the occurrence and
continuation of one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Note shall become, or may
be declared to be, immediately due and payable all as provided in the
Agreement. Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of
business. The Lender may also attach schedules to this Note and endorse thereon
the date, amount, currency and maturity of its Loans and payments with respect
thereto.



     The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.



Exh. E-3









 







THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF ILLINOIS.



	 	 	 	 	 
	 	 	APTARGROUP HOLDING SAS
	 
	 	 	 	 
	

	 	By:__________________________	 	 
	

	 	 	 	 
	

	 	Name:________________________	 	 
	

	 	  	 	 
	

	 	Title:_________________________	 	 
	

	 	 	 	 







Exh. E-4









 






SCHEDULE 1.1




MANDATORY COST FORMULAE





	1.	 	The Mandatory Cost (to the extent applicable) is an addition to the
interest rate to compensate Lenders for the cost of compliance with:






	 	(a)	 	the requirements of the Bank of England and/or the Financial
Services Authority (or, in either case, any other authority which
replaces all or any of its functions); or
	 
	 	(b)	 	the requirements of the European Central Bank.






	2.	 	On the first day of each Interest Period (or as soon as practicable
thereafter) the Administrative Agent shall calculate, as a percentage
rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance
with the paragraphs set out below. The Mandatory Cost will be calculated
by the Administrative Agent as a weighted average of the Lenders’
Additional Cost Rates (weighted in proportion to the percentage
participation of each Lender in the relevant Loan) and will be expressed
as a percentage rate per annum. The Administrative Agent will, at the
request of the Company or any Lender, deliver to the Company or such
Lender as the case may be, a statement setting forth the calculation of
any Mandatory Cost.
	 
	3.	 	The Additional Cost Rate for any Lender lending from a Lending Office in
a Participating Member State will be the percentage notified by that
Lender to the Administrative Agent. This percentage will be certified by
such Lender in its notice to the Administrative Agent as the cost
(expressed as a percentage of such Lender’s participation in all Loans
made from such Lending Office) of complying with the minimum reserve
requirements of the European Central Bank in respect of Loans made from
that Lending Office.
	 
	4.	 	The Additional Cost Rate for any Lender lending from a Lending Office in
the United Kingdom will be calculated by the Administrative Agent as
follows:






	 	(a)	 	in relation to any Loan in Sterling:





	 	 	 
	AB+C(B-D)+E x 0.1
	 	per cent per annum
	
 	 	 
	100 - (A+C)	 	 








	 	(b)	 	in relation to any Loan in any currency other than Sterling:





	 	 	 
	E x 0.1
	 	per cent per annum
	
 	 	 
	300	 	 







Where:




	 	“A.”	 	is the percentage of Eligible Liabilities (assuming these to
be in excess of any stated minimum) which that Lender is from time
to time required to maintain as an interest free cash ratio deposit
with the Bank of England to comply with cash ratio requirements.






Sch. 1.1 -1









 









	 	“B.”	 	is the percentage rate of interest (excluding the Applicable
Rate, the Mandatory Cost and any interest charged on overdue amounts
pursuant to the first sentence of Section 2.8(b) and, in the case of
interest (other than on overdue amounts) charged at the Default
Rate, without counting any increase in interest rate effected by the
charging of the Default Rate) payable for the relevant Interest
Period of such Loan.
	 
	 	“C.”	 	is the percentage (if any) of Eligible Liabilities which that
Lender is required from time to time to maintain as interest bearing
Special Deposits with the Bank of England.
	 
	 	“D.”	 	is the percentage rate per annum payable by the Bank of
England to the Administrative Agent on interest bearing Special
Deposits.
	 
	 	“E.”	 	is designed to compensate Lenders for amounts payable under
the Fees Regulations and is calculated by the Administrative Agent
as being the average of the most recent rates of charge supplied by
the Lenders to the Administrative Agent pursuant to paragraph 7
below and expressed in pounds per £1,000,000.






	5.	 	For the purposes of this Schedule:






	 	(a)	 	“Eligible Liabilities” and “Special
Deposits” have the
meanings given to them from time to time under or pursuant to the
Bank of England Act 1998 or (as may be appropriate) by the Bank of
England;
	 
	 	(b)	 	“Fees Regulations” means the FSA Supervision Manual or such
other law or regulation as may be in force from time to time in
respect of the payment of fees for the acceptance of deposits;
	 
	 	(c)	 	“Fee Tariffs” means the fee tariffs specified in the Fees
Regulations under the activity group A.1 Deposit acceptors (ignoring
any minimum fee or zero rated fee required pursuant to the Fees
Regulations but taking into account any applicable discount rate);
and
	 
	 	(d)	 	“Tariff Base” has the meaning given to it in, and will be
calculated in accordance with, the Fees Regulations.






	6.	 	In application of the above formulae, A, B, C and D will be included in
the formulae as percentages (i.e. 5% will be included in the formula as 5
and not as 0.5). A negative result obtained by subtracting D from B shall
be taken as zero. The resulting figures shall be rounded to four decimal
places.
	 
	7.	 	If requested by the Administrative Agent or the Company, each Lender with
a Lending Office in the United Kingdom or a Participating Member State
shall, as soon as practicable after publication by the Financial Services
Authority, supply to the Administrative Agent and the Company, the rate of
charge payable by such Lender to the Financial Services Authority pursuant
to the Fees Regulations in respect of the relevant financial year of the
Financial Services Authority (calculated for this purpose by such





Sch. 1.1 -2









 











	 	 	Lender as being the average of the Fee Tariffs applicable to such Lender
for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of such Lender.
	 
	8.	 	Each Lender shall supply any information required by the Administrative
Agent for the purpose of calculating its Additional Cost Rate. In
particular, but without limitation, each Lender shall supply the following
information in writing on or prior to the date on which it becomes a
Lender:






	 	(a)	 	its jurisdiction of incorporation and the jurisdiction of the
Lending Office out of which it is making available its participation
in the relevant Loan; and
	 
	 	(b)	 	any other information that the Administrative Agent may
reasonably require for such purpose.





Each Lender shall promptly notify the Administrative Agent in writing of any
change to the information provided by it pursuant to this paragraph.




	9.	 	The percentages or rates of charge of each Lender for the purpose of A, C
and E above shall be determined by the Administrative Agent based upon the
information supplied to it pursuant to paragraphs 7 and 8 above and on the
assumption that, unless a Lender notifies the Administrative Agent to the
contrary, each Lender’s obligations in relation to cash ratio deposits,
Special Deposits and the Fees Regulations are the same as those of a
typical bank from its jurisdiction of incorporation with a Lending Office
in the same jurisdiction as such Lender’s Lending Office.
	 
	10.	 	The Administrative Agent shall have no liability to any Person if such
determination results in an Additional Cost Rate which over- or
under-compensates any Lender and shall be entitled to assume that the
information provided by any Lender pursuant to paragraphs 3, 7
and 8 above
is true and correct in all respects.
	 
	11.	 	The Administrative Agent shall distribute the additional amounts received
as a result of the Mandatory Cost to the Lenders on the basis of the
Additional Cost Rate for each Lender based on the information provided by
each Lender pursuant to paragraphs 3, 7 and 8 above.
	 
	12.	 	Any determination by the Administrative Agent pursuant to this Schedule
in relation to a formula, the Mandatory Cost, an Additional Cost Rate or
any amount payable to a Lender shall, in the absence of manifest error, be
conclusive and binding on all parties hereto.
	 
	13.	 	The Administrative Agent may from time to time, after consultation with
the Company and the Lenders, determine and notify to all parties any
amendments which are required to be made to this Schedule in order to
comply with any change in law, regulation or any requirements from time to
time imposed by the Bank of England, the Financial Services Authority or
the European Central Bank (or, in any case, any other authority which
replaces all or any of its functions) and any such determination shall, in
the absence of manifest error, be conclusive and binding on all parties
hereto.





Sch. 1.1 -3









 





SCHEDULE 2.1




COMMITMENTS AND PERCENTAGES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Individual	 	Tranche A	 	Tranche B	 	Voting
	Lender
	 	Commitment
	 	Commitment
	 	Commitment
	 	Percentage

	Bank of America, N.A.
	 	$	25,000,000	 	 	$	25,000,000	 	 	$	25,000,000	 	 	 	16.666666667	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of
Tokyo-Mitsubishi
	 	$	20,000,000	 	 	$	20,000,000	 	 	 	0	 	 	 	13.333333334	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	KeyBank
	 	$	20,000,000	 	 	$	20,000,000	 	 	$	20,000,000	 	 	 	13.333333334	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LaSalle Bank
	 	$	20,000,000	 	 	$	20,000,000	 	 	 	0	 	 	 	13.333333334	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Societe Generale,
New York Branch
	 	$	20,000,000	 	 	$	20,000,000	 	 	$	20,000,000	 	 	 	13.333333334	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Barclays Bank Plc
	 	$	10,000,000	 	 	$	10,000,000	 	 	$	10,000,000	 	 	 	6.666666666	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fifth Third Bank
	 	$	10,000,000	 	 	$	10,000,000	 	 	 	0	 	 	 	6.666666666	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank
	 	$	10,000,000	 	 	$	10,000,000	 	 	$	10,000,000	 	 	 	6.666666666	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	National City Bank
	 	$	10,000,000	 	 	$	10,000,000	 	 	 	0	 	 	 	6.666666666	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deutsche Bank AG,
New York Branch
	 	$	5,000,000	 	 	$	5,000,000	 	 	$	5,000,000	 	 	 	3.333333333	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	$	150,000,000	 	 	$	150,000,000	 	 	$	90,000,000	 	 	 	100.000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







Sch. 2.1 -









 






SCHEDULE 5.1




SUBSIDIARIES




	 	 	 	 	 	 	 	 	 
	 	 	State or Other	 	 
	 	 	Jurisdiction of	 	Percentage
	 	 	Incorporation
	 	Owned

	AptarGroup International L.L.C.
	 	Delaware	 	 	100	%
	AptarGroup International Holding B.V.
	 	Netherlands	 	 	100	%
	Valois (Ireland) Limited
	 	Ireland	 	 	100	%
	AptarGroup Holding S.A.S.
	 	France	 	 	100	%
	Aptar GmbH
	 	Germany	 	 	100	%
	Ing. Erich Pfeiffer GmbH
	 	Germany	 	 	100	%
	Pfeiffer Vaporisateurs France SARL
	 	France	 	 	100	%
	P & S Japan Ltd.
	 	Japan	 	 	100	%
	Pfeiffer U.K. Limited
	 	United Kingdom	 	 	100	%
	P&P Promotion of German Manufacturing
Technologies GmbH
	 	Germany	 	 	100	%
	Vallis Leasobjekt GmbH
	 	Germany	 	 	99	%
	Seaquist-Löffler Kunststoffwerk GmbH
	 	Germany	 	 	100	%
	Seaquist Loeffler Kunststoffwerk spol.
s.r.o.
	 	Czech Republic	 	 	100	%
	SeaquistPerfect Dispensing GmbH
	 	Germany	 	 	100	%
	Valois Deutschland GmbH
	 	Germany	 	 	100	%
	SeaquistPerfect Plastic GmbH
	 	Germany	 	 	100	%
	AptarGroup S.A.S.
	 	France	 	 	100	%
	Seaquist Perfect Dispensing S.A.S.
	 	France	 	 	100	%
	Aptar South Europe SARL
	 	France	 	 	100	%
	Novares S.p.A.
	 	Italy	 	 	100	%
	EMSAR S.p.A.
	 	Italy	 	 	100	%
	EMSAR France SCA
	 	France	 	 	100	%
	AptarGroup SAR Finance Unlimited
	 	Ireland	 	 	100	%
	EMSAR GmbH
	 	Germany	 	 	100	%
	SAR (U.K.) Limited
	 	United Kingdom	 	 	100	%
	Somova S.r.l.
	 	Italy	 	 	100	%
	Sprühventile GmbH
	 	Germany	 	 	100	%
	Caideil M.P. Teoranta
	 	Ireland	 	 	100	%
	Seaquist General Plastics S.A.S.
	 	France	 	 	100	%
	Graphocolor S.A.
	 	France	 	 	60	%
	Seaquist M.P.N. S.A.
	 	France	 	 	100	%
	Aptar U.K. Ltd.
	 	United Kingdom	 	 	100	%
	Valois U.K. Limited
	 	United Kingdom	 	 	100	%
	SeaquistPerfect Dispensing Limited
	 	United Kingdom	 	 	100	%
	Seaquist Closures, Ltd.
	 	United Kingdom	 	 	100	%
	Valois S.A.S.
	 	France	 	 	100	%
	Valois Dispray S.A.
	 	Switzerland	 	 	100	%
	Valois
España S.A.
	 	Spain	 	 	100	%
	Valois Italiana S.r.l.
	 	Italy	 	 	100	%







Sch. 5.1-1









 






	 	 	 	 	 	 	 	 	 
	Seaquist Closures Russia
	 	Russia	 	 	100	%
	Microflow Engineering S.A.
	 	Switzerland	 	 	100	%
	Asia Pacific Inspection Center (Suzhou)
Co., Ltd.
	 	China	 	 	55	%
	Aptar India Private Limited
	 	India	 	 	99	%
	Valois India Private Ltd.
	 	India	 	 	100	%
	EMSAR Dispensing Systems Ltd.
	 	Hong Kong	 	 	100	%
	EMSAR Brasil Ltda.
	 	Brazil	 	 	100	%
	EMSAR S.A.
	 	Argentina	 	 	100	%
	Seaquist Canada Ltd.
	 	Canada	 	 	100	%
	Seaquist Finance Unlimited
	 	Ireland	 	 	100	%
	Seaquist-Valois Australia Pty. Ltd.
	 	Australia	 	 	100	%
	Seaquist-Valois do Brasil Ltda.
	 	Brazil	 	 	100	%
	Seaquist-Valois Japan, Inc.
	 	Japan	 	 	100	%
	SeaquistPerfect Dispensing de Mexico
S.A. de C.V.
	 	Mexico	 	 	100	%
	Aptar Suzhou Dispensing Systems Co., Ltd.
	 	P.R. China	 	 	100	%
	SeaquistPerfect Molding L.L.C.
	 	Illinois	 	 	100	%
	Emson Research, Inc.
	 	Connecticut	 	 	100	%
	EMSAR UK Ltd.
	 	United Kingdom	 	 	100	%
	EMSAR, Inc.
	 	Connecticut	 	 	100	%
	EMSAR Ventures, Inc.
	 	Connecticut	 	 	100	%
	P.T. Emsar Indonesia
	 	Indonesia	 	 	100	%
	Emson Spraytech India Private Ltd.
	 	India	 	 	100	%
	Global Precision, Inc.
	 	Florida	 	 	100	%
	Liquid Molding Systems, Inc.
	 	Delaware	 	 	100	%
	Philson, Inc.
	 	Connecticut	 	 	100	%
	Pfeiffer of America, Inc.
	 	Delaware	 	 	100	%
	P Merger Corporation
	 	Connecticut	 	 	100	%
	Seaquist Closures L.L.C.
	 	Delaware	 	 	100	%
	Seaquist Closures Foreign, Inc.
	 	Delaware	 	 	100	%
	Seaquist de Mexico S.A. de C.V.
	 	Mexico	 	 	80	%
	SeaquistPerfect Dispensing L.L.C.
	 	Delaware	 	 	100	%
	SeaquistPerfect Dispensing Foreign, Inc.
	 	Delaware	 	 	100	%
	Valois of America, Inc.
	 	Connecticut	 	 	100	%







Sch. 5.1-2









 





SCHEDULE 5.18

EXISTING DEBT



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Description	 	Secured	 	Rate-fixed	 	Interest	 	Issue	 	Maturity	 	 	 	 	 	 	 	 	 	 	 	 
	09/30/03	 	Bank Name	 	of Debt	 	by Assets	 	or variable?	 	Rate	 	Date	 	Date	 	LC - ST	 	LC - LT	 	TOTAL - LC	 	US$ - ST	 	US$ - LT	 	TOTAL$
	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	NOTES PAYABLE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AptarGroup
	 	Swap Related MTM	 	Bank	 	No	 	 	V	 	 	 	0.00	%	 	 	N/A	 	 	 	5/30/11	 	 	 	0	 	 	 	4,618,718	 	 	 	4,618,718	 	 	 	0	 	 	 	4,618,718	 	 	 	4,618,718	 
	AptarGroup
	 	1999 Private Placement	 	Bank	 	No	 	 	F	 	 	 	6.62	%	 	 	5/28/99	 	 	 	5/30/11	 	 	 	0	 	 	 	107,000,000	 	 	 	107,000,000	 	 	 	0	 	 	 	107,000,000	 	 	 	107,000,000	 
	AptarGroup
	 	1995 Private Placement	 	Bank	 	No	 	 	F	 	 	 	7.08	%	 	 	10/1/95	 	 	 	9/30/05	 	 	 	3,571,429	 	 	 	3,571,429	 	 	 	7,142,858	 	 	 	3,571,429	 	 	 	3,571,429	 	 	 	7,142,858	 
	Seaquist Valois Japan
	 	BNP	 	Bank	 	No	 	 	F	 	 	 	2.38	%	 	 	12/18/98	 	 	 	12/31/05	 	 	 	0	 	 	 	333,941,614	 	 	 	333,941,614	 	 	 	0	 	 	 	2,995,790	 	 	 	2,995,790	 
	Emsar S.p.A.
	 	Loan Law 46/92	 	Other	 	No	 	 	F	 	 	 	2.47	%	 	 	7/29/94	 	 	 	7/29/09	 	 	 	69,562	 	 	 	454,922	 	 	 	524,484	 	 	 	81,144	 	 	 	530,667	 	 	 	611,811	 
	Emsar S.p.A.
	 	Loan Law 46/92	 	Other	 	No	 	 	F	 	 	 	0.88	%	 	 	6/9/00	 	 	 	6/9/15	 	 	 	0	 	 	 	815,292	 	 	 	815,292	 	 	 	0	 	 	 	951,038	 	 	 	951,038	 
	Valois Italiana
	 	Mediocredito	 	Bank	 	Yes	 	 	F	 	 	 	1.85	%	 	 	07/22/98	 	 	 	6/3/08	 	 	 	10,294	 	 	 	103,151	 	 	 	113,445	 	 	 	12,008	 	 	 	120,326	 	 	 	132,334	 
	Graphocolor
	 	Agency Bassin 1996	 	Other	 	Yes	 	 	F	 	 	 	0.50	%	 	 	10/26/97	 	 	 	10/15/08	 	 	 	6,403	 	 	 	32,015	 	 	 	38,418	 	 	 	7,469	 	 	 	37,345	 	 	 	44,815	 
	Graphocolor
	 	Agency Bassin 1994	 	Other	 	Yes	 	 	F	 	 	 	0.50	%	 	 	1/16/97	 	 	 	03/15/07	 	 	 	22,928	 	 	 	45,856	 	 	 	68,784	 	 	 	26,746	 	 	 	53,491	 	 	 	80,237	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	ROUNDING	 	 	 	 	 	 	(8	)	 	 	(8	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	SUBTOTAL NOTES PAYABLE	 	 	 	 	 	 	 	3,698,796	 	 	 	119,878,796	 	 	 	123,577,592	 
	MORTGAGE PAYABLE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General Plastics
	 	BNP	 	Bank	 	Yes	 	 	F	 	 	 	4.09	%	 	 	3/99	 	 	 	2/04	 	 	 	70,069	 	 	 	0	 	 	 	70,069	 	 	 	81,735	 	 	 	0	 	 	 	81,735	 
	General Plastics
	 	BNP	 	Bank	 	Yes	 	 	F	 	 	 	4.09	%	 	 	3/99	 	 	 	2/04	 	 	 	16,683	 	 	 	0	 	 	 	16,683	 	 	 	19,461	 	 	 	0	 	 	 	19,461	 
	General Plastics
	 	Societe General	 	Bank	 	Yes	 	 	F	 	 	 	3.73	%	 	 	3/99	 	 	 	2/04	 	 	 	335,388	 	 	 	0	 	 	 	335,388	 	 	 	391,230	 	 	 	0	 	 	 	391,230	 
	General Plastics
	 	Bred	 	Bank	 	Yes	 	 	F	 	 	 	4.65	%	 	 	3/00	 	 	 	2/05	 	 	 	65,235	 	 	 	33,771	 	 	 	99,006	 	 	 	76,097	 	 	 	39,394	 	 	 	115,490	 
	General Plastics
	 	Societe General	 	Bank	 	Yes	 	 	F	 	 	 	4.20	%	 	 	3/00	 	 	 	3/05	 	 	 	98,236	 	 	 	49,132	 	 	 	147,368	 	 	 	114,592	 	 	 	57,312	 	 	 	171,905	 
	General Plastics
	 	BNP	 	Bank	 	Yes	 	 	F	 	 	 	4.74	%	 	 	7/00	 	 	 	7/05	 	 	 	293,968	 	 	 	295,777	 	 	 	589,745	 	 	 	342,914	 	 	 	345,024	 	 	 	687,938	 
	Spruhventile GmbH
	 	Volksbank	 	Bank	 	Yes	 	 	F	 	 	 	6.00	%	 	 	11/98	 	 	 	12/04	 	 	 	11,248	 	 	 	5,930	 	 	 	17,178	 	 	 	13,121	 	 	 	6,917	 	 	 	20,038	 
	Somova
	 	San Paulo	 	Bank	 	Yes	 	 	V	 	 	 	6.40	%	 	 	6/90	 	 	 	7/05	 	 	 	0	 	 	 	213,038	 	 	 	213,038	 	 	 	0	 	 	 	248,509	 	 	 	248,509	 
	Somova
	 	Centro Banca	 	Bank	 	Yes	 	 	V	 	 	 	4.70	%	 	 	12/94	 	 	 	8/04	 	 	 	20,710	 	 	 	65,900	 	 	 	86,610	 	 	 	24,158	 	 	 	76,872	 	 	 	101,031	 
	Novares S.p.A.
	 	BNL Loan 64	 	Other	 	Yes	 	 	F	 	 	 	2.10	%	 	 	12/22/1998	 	 	 	6/6/08	 	 	 	75,985	 	 	 	720,792	 	 	 	796,777	 	 	 	88,637	 	 	 	840,804	 	 	 	929,440	 
	Emsar S.p.A.
	 	Bank Napoli - Loan	 	Other	 	Yes	 	 	F	 	 	 	5.25	%	 	 	6/30/94	 	 	 	6/30/04	 	 	 	192,784	 	 	 	197,844	 	 	 	390,628	 	 	 	224,883	 	 	 	230,785	 	 	 	455,668	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	ROUNDING	 	 	1	 	 	 	(1	)	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	SUBTOTAL MORT PAYABLE	 	 	 	 	 	 	 	1,376,828	 	 	 	1,845,617	 	 	 	3,222,445	 
	CAPITAL LEASES
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AptarGroup
	 	Capital Lease	 	IBM Lease	 	Yes	 	 	F	 	 	 	2.88	%	 	 	10/03	 	 	 	10/06	 	 	 	0	 	 	 	1,737,913	 	 	 	1,737,913	 	 	 	0	 	 	 	1,737,913	 	 	 	1,737,913	 
	Dispray
	 	Capital Lease	 	Building	 	Yes	 	 	F	 	 	 	5.07	%	 	 	2/95	 	 	 	2/05	 	 	 	90,774	 	 	 	771,148	 	 	 	861,922	 	 	 	68,897	 	 	 	585,301	 	 	 	654,199	 
	Graphocolor
	 	Capital Lease	 	Leasing U3	 	Yes	 	 	V	 	 	 	3.06	%	 	 	1/01/97	 	 	 	09/30/08	 	 	 	288,345	 	 	 	1,042,783	 	 	 	1,331,128	 	 	 	336,354	 	 	 	1,216,407	 	 	 	1,552,762	 
	SPD UK
	 	Capital Lease	 	Compressor	 	Yes	 	 	F	 	 	 	21.40	%	 	 	4/99	 	 	 	3/03	 	 	 	1,192	 	 	 	 	 	 	 	1,192	 	 	 	1,984	 	 	 	0	 	 	 	1,984	 
	SVA
	 	Capital Lease	 	SG Australia Limited	 	Yes	 	 	F	 	 	 	7.60	%	 	 	09/25/2001	 	 	 	9/25/06	 	 	 	9,929	 	 	 	117,951	 	 	 	127,880	 	 	 	6,765	 	 	 	80,360	 	 	 	87,125	 
	SVA
	 	Capital Lease	 	SG Australia Limited	 	Yes	 	 	F	 	 	 	7.72	%	 	 	09/12/2001	 	 	 	9/12/06	 	 	 	10,776	 	 	 	128,262	 	 	 	139,038	 	 	 	7,342	 	 	 	87,385	 	 	 	94,727	 
	Valois
	 	Capital Lease	 	Natexis Bail UP1	 	Yes	 	 	V	 	 	 	3.67	%	 	 	6/30/90	 	 	 	6/30/05	 	 	 	222,169	 	 	 	211,336	 	 	 	433,505	 	 	 	259,160	 	 	 	246,523	 	 	 	505,684	 
	Valois
	 	Capital Lease	 	Natexis Bail UP2	 	Yes	 	 	V	 	 	 	2.50	%	 	 	12/01/93	 	 	 	12/01/08	 	 	 	189,960	 	 	 	701,852	 	 	 	891,812	 	 	 	221,588	 	 	 	818,710	 	 	 	1,040,299	 
	Valois
	 	Capital Lease	 	Natexis Bail UP3	 	Yes	 	 	V	 	 	 	3.17	%	 	 	12/30/99	 	 	 	4/1/02	 	 	 	343,623	 	 	 	4,079,686	 	 	 	4,423,309	 	 	 	400,836	 	 	 	4,758,954	 	 	 	5,159,790	 
	Valois
	 	Capital Lease	 	Verneuil	 	Yes	 	 	F	 	 	 	8.30	%	 	 	01/10/1993	 	 	 	7/4/05	 	 	 	211,027	 	 	 	231,689	 	 	 	442,716	 	 	 	246,163	 	 	 	270,265	 	 	 	516,428	 
	Novares S.p.A.
	 	Capital Lease	 	Vechicles	 	Yes	 	 	F	 	 	 	0.00	%	 	 	 	 	 	 	 	 	 	 	2,970	 	 	 	24,750	 	 	 	27,720	 	 	 	3,465	 	 	 	28,871	 	 	 	32,335	 
	Emsar S.p.A.
	 	Capital Lease	 	Locat SPA	 	Yes	 	 	F	 	 	 	6.70	%	 	 	04/03/2003	 	 	 	01/16/2006	 	 	 	7,494	 	 	 	64,948	 	 	 	72,442	 	 	 	8,742	 	 	 	75,762	 	 	 	84,504	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	SUBTOTAL CAPITAL LEASES	 	 	 	 	 	 	 	1,561,296	 	 	 	9,906,452	 	 	 	11,467,748	 
	OVERDRAFTS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AptarGroup S.A.
	 	Societe Generale	 	Bank	 	No	 	 	V	 	 	 	2.00	%	 	 	09/30/2003	 	 	 	10/31/2003	 	 	 	271,179	 	 	 	 	 	 	 	271,179	 	 	 	316,330	 	 	 	0	 	 	 	316,330	 
	AptarGroup S.A.
	 	Generale in CHF	 	Bank	 	No	 	 	V	 	 	 	0.70	%	 	 	09/30/2003	 	 	 	10/31/2003	 	 	 	43	 	 	 	 	 	 	 	43	 	 	 	50	 	 	 	0	 	 	 	50	 
	AptarGroup S.A.
	 	Generale in JPY	 	Bank	 	No	 	 	V	 	 	 	0.70	%	 	 	09/30/2003	 	 	 	10/31/2003	 	 	 	211	 	 	 	 	 	 	 	211	 	 	 	246	 	 	 	0	 	 	 	246	 
	AptarGroup S.A.
	 	Generale in GBP	 	Bank	 	No	 	 	V	 	 	 	4.40	%	 	 	09/30/2003	 	 	 	10/31/2003	 	 	 	58	 	 	 	 	 	 	 	58	 	 	 	68	 	 	 	0	 	 	 	68	 
	AptarGroup Holding SAS
	 	Societe Generale in JPY	 	Bank	 	No	 	 	V	 	 	 	0.70	%	 	 	09/30/2003	 	 	 	10/31/2003	 	 	 	103	 	 	 	 	 	 	 	103	 	 	 	120	 	 	 	0	 	 	 	120	 
	AptarGroup Holding SAS
	 	Societe Generale in GBP	 	Bank	 	No	 	 	V	 	 	 	4.40	%	 	 	09/30/2003	 	 	 	10/31/2003	 	 	 	175	 	 	 	 	 	 	 	175	 	 	 	204	 	 	 	0	 	 	 	204	 
	AptarGroup Holding SAS
	 	Societe Generale in EUR	 	Bank	 	No	 	 	V	 	 	 	2.40	%	 	 	09/30/2003	 	 	 	10/31/2003	 	 	 	180	 	 	 	 	 	 	 	180	 	 	 	210	 	 	 	0	 	 	 	210	 
	AptarGroup Holding SAS
	 	DB in USD	 	Bank	 	No	 	 	V	 	 	 	1.50	%	 	 	09/30/2003	 	 	 	10/31/2003	 	 	 	57	 	 	 	 	 	 	 	57	 	 	 	66	 	 	 	0	 	 	 	66	 
	AptarGroup Holding SAS
	 	DB in CHF	 	Bank	 	No	 	 	V	 	 	 	0.70	%	 	 	09/30/2003	 	 	 	10/31/2003	 	 	 	60	 	 	 	 	 	 	 	60	 	 	 	70	 	 	 	0	 	 	 	70	 
	Seaquist Valois do Brazil
	 	Banko Sudameris SA	 	Bank	 	No	 	 	V	 	 	 	23.60	%	 	 	09/17/2003	 	 	 	12/17/2003	 	 	 	3,511,700	 	 	 	 	 	 	 	3,511,700	 	 	 	1,212,590	 	 	 	0	 	 	 	1,212,590	 
	Seaquist Valois do Brazil
	 	Banko Itau SA	 	Bank	 	No	 	 	V	 	 	 	25.30	%	 	 	09/28/2003	 	 	 	12/28/2003	 	 	 	1,128,002	 	 	 	 	 	 	 	1,128,002	 	 	 	389,499	 	 	 	0	 	 	 	389,499	 
	Seaquist Valois do Brazil
	 	Banko Boston SA	 	Bank	 	No	 	 	F	 	 	 	28.00	%	 	 	05/02/2003	 	 	 	04/26/2004	 	 	 	1,664,000	 	 	 	 	 	 	 	1,664,000	 	 	 	574,579	 	 	 	0	 	 	 	574,579	 
	Seaquist Valois do Brazil
	 	Banko Boston SA	 	Bank	 	No	 	 	V	 	 	 	22.50	%	 	 	09/12/2003	 	 	 	03/12/2004	 	 	 	2,831,516	 	 	 	 	 	 	 	2,831,516	 	 	 	977,722	 	 	 	0	 	 	 	977,722	 
	Aptar UK Ltd
	 	Barclays	 	Bank	 	No	 	 	V	 	 	 	4.69	%	 	 	09/30/2003	 	 	 	09/30/2003	 	 	 	137,824	 	 	 	 	 	 	 	137,824	 	 	 	229,380	 	 	 	0	 	 	 	229,380	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	SUBTOTAL OVERDRAFTS	 	 	 	 	 	 	 	3,701,136	 	 	 	0	 	 	 	3,701,136	 
	ST NOTES PAYABLE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AptarGroup
	 	Bank Intesa	 	Bank	 	No	 	 	V	 	 	 	2.20	%	 	 	09/30/2003	 	 	 	10/01/2003	 	 	 	8,100,000	 	 	 	 	 	 	 	8,100,000	 	 	 	8,100,000	 	 	 	0	 	 	 	8,100,000	 
	Aptar China
	 	Agriculture Bank of China	 	Bank	 	No	 	 	F	 	 	 	5.04	%	 	 	09/15/2003	 	 	 	09/14/2004	 	 	 	7,000,000	 	 	 	 	 	 	 	7,000,000	 	 	 	845,600	 	 	 	0	 	 	 	845,600	 
	Emsar Brazil
	 	HSBC	 	Bank	 	Yes	 	 	F	 	 	 	2.50	%	 	 	07/01/2003	 	 	 	10/01/2003	 	 	 	234,198	 	 	 	 	 	 	 	234,198	 	 	 	80,869	 	 	 	0	 	 	 	80,869	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	SUBTOTAL ST NOTES PAYABLE	 	 	 	 	 	 	 	9,026,469	 	 	 	0	 	 	 	9,026,469	 
	    SUBTOTAL - BORROWING OTHER THAN UNDER EXISTING CREDIT FACILITY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	19.364.524	 	 	 	131.630.865	 	 	 	150.995.389	 
	RECONCILIATION TO FINANCIAL STATEMENTS:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ADD:
BORROWINGS UNDER EXISTING CREDIT FACILITY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	73.000.000	 	 	 	 	 	 	 	73.000.000	 
	INTEREST INADVERTENTLY INCLUDED IN DEBT
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11.169	 	 	 	0	 	 	 	11.169	 
	TOTAL DEBT PER FINANCIAL STATEMENTS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	92.375.693	 	 	 	131,630.865	 	 	 	224.006.558	 








Sch. 5.18-1







 


SCHEDULE 5.20




     FRENCH TAXES IMPOSED ON PAYMENTS BY APTAR SAS



• A withholding tax (“prèlèvement obligatoire”) on interest payments arising
from loans granted to French debtors, the rate of which is 15% of the gross
amount of interest (i.e., 15/85 on the net amount of interest). Such
withholding tax may be avoided either (i) if a lender is a resident of the
United States under section 4 of the France-US double tax Treaty of August 31,
1994 (the “Treaty”), pursuant to section 11, and subject to section 30, of the
Treaty, or (ii) if a lender neither is a tax resident of France nor has a
French permanent establishment, pursuant to section 131 quarter of the Code (as
construed by the French tax authorities’ official doctrine 5 I-1233 December 1,
1997), provided that certain requirements relating to the financing itself and
the location of the parties were met at the date of execution of the Agreement,
specially by all of the lenders.



• A registration duty, the rate of which is € 75 is payable should the loan
agreement be either wholly or partly executed in France.



• A compulsory fixed stamp duty, the rate of which is € 6 a sheet (possibly
reduced to € 3), is payable in connection with the execution of the Agreement
if executed in France.



Sch. 5.20-1







 






SCHEDULE 6.15




EXISTING INVESTMENTS





	 	 	 	 	 
	Description	 	$

Amount	 
	 
	Airless Systems
	 	 	5,618,674	 
	Seaplast
	 	 	2,091,166	 
	TES
	 	 	10,476	 
	Engelmann
	 	 	4,276,829	 
	Fadeva
	 	 	750,000	 







Sch. 6.15-1









 






SCHEDULE 10.2




ADMINISTRATIVE AGENT’S OFFICE;

CERTAIN ADDRESSES FOR NOTICES




COMPANY

and APTAR SAS:



 



AptarGroup, Inc.

475 West Terra Cotta Avenue

Suite E

Crystal Lake, IL 60014

Attention:                    Vice President-Treasurer

Telephone:   
              (815) 477-5532

Facsimile              
       (815) 477-0481

Electronic Mail:           ralph.poltermann@aptargroup.com

Website Address:      www.aptargroup.com



ADMINISTRATIVE AGENT:





Administrative
Agent’s Office



(for payments and Requests for Credit Extensions):



Bank of America N.A.

Credit Services

1850 Gateway Boulevard, 5th Floor

Mail Code: CA4-706-05-09

Concord, CA 94520

Attention:           Sally Escosa

Telephone:          (925) 675-8421

Facsimile:            (888) 969-2637

Electronic Mail:  rosalia.m.escosa@bankofamerica.com



For US Dollars:




Pay through Bank of America NA, Dallas, TX

ABA# 111000012




Credit A/C# 3750836479


Acct.Name: Credit Services #5596


Ref: Aptargroup



Sch. 10.2-1









 





For Euro:

Pay through Bank of America, London, England

Swift Address: BOFAGB22

Credit A/C# 65280019

Attn: Credit Services

Ref: Aptargroup



For Sterling:

Pay through Bank of America, London, England

Swift Address: BOFAGB22

Credit Account : 65280027

Attention: Credit Services

Reference: Aptargroup



Other Notices as Administrative Agent:



Bank of America, N.A.

Agency Management

1455 Market St, 5th Floor

Mail Code: CA5-701-05-19

San Francisco, CA 94103

Attention:   Anthea Del Bianco

Telephone:  (415) 436-2776

Facsimile:    (415) 503-5101

Electronic Mail: anthea.del_bianco@bankofamerica.com



LENDERS:



Bank of America, N.A.

231 S, LaSalle Street, 10th Floor

Chicago, Illinois 60604

Attention: Tim Cassidy

Telephone:   312-828-3816

Facsimile:     312-828-5140

Electronic Mail: timothy.cassidy@bankofamerica.com



Sch. 10.2-2









 





The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch

227 West Monroe Street

Suite 2300

Chicago, Illinois 60606

Attention:     Alex Lam

Telephone:   (312) 696-4662

Facsimile:     (312) 696-4535

Electronic Mail: alam@btmna.com



Barclays Bank PLC

200 Park Avenue

4th Floor

New York, New York 10166

Attention:     David Barton

Telephone:   (212) 412-7693

Facsimile:      (212) 412-7511

Electronic Mail: Davide.Barton@barcap.com



Deutsche Bank AG, New York Branch

60 Wall Street

MS NYC60-1102

New York, New York 10005

Attention:     Yvonne Preil

Telephone:   (212) 250-5931

Facsimile:      (212) 797-4421

Electronic Mail: yvonne.preil@db.com



Fifth Third Bank (Chicago)

1701 Golf Road

MD GRLM 9K

Rolling Meadows, Illinois 60008

Attention:     John Kemper

Telephone:   (847) 354-7165

Facsimile:      (847) 354-7330

Electronic Mail: John.Kemper@53.com



JP Morgan Chase Bank

1411 Broadway, 5th Floor

New York, New York 10018

Attention:      Beth Grossman

Telephone:   (212) 391-7652

Facsimile:      (212) 391-6251

Electronic Mail: Beth.Grossman@JPMorgan.com



Sch. 10.2-3









 





KeyBank National Association

127 Public Square

Cleveland, Ohio 44114

Attention:     Josh Mayers

Telephone:  (216) 689-0213

Facsimile:     (216) 689-4981

Electronic Mail: Joshua_Mayers@keybank.com



LaSalle Bank National Association

135 South LaSalle Street

Chicago, Illinois 60603

Attention:    Scott McCarty

Telephone:  (312) 904-7706

Facsimile:     (312) 904-0870

Electronic Mail: scott.mccarty@abnamro.com



National City Bank of Michigan/Illinois

2021 Spring Road

Suite 600

Oak Brook, Illinois 60523

Attention:     Stephanie Pass

Telephone:   (630) 954-3176

Facsimile:      (630) 954-3730

Electronic Mail: stephanie.pass@nationalcity.com



Societe Generale, New York Branch

1221 Avenue of the Americas

New York, New York 10020

Attention:    Anne-Marie Dumortier

Telephone:   (212) 278-6285

Facsimile:     (212) 278-7462

Electronic Mail: anne-marie.dumortier@sgcib.com




Sch. 10.2-4