exv4w1



 







Exhibit 4.1




Execution Copy




Published CUSIP Number: 03833HAA7




AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT




Dated as of




July 31, 2006




Among




APTARGROUP, INC.,

APTARGROUP HOLDING SAS,




THE LENDERS PARTY HERETO,




JPMORGAN CHASE BANK, N.A.

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents




KEYBANK NATIONAL ASSOCIATION

and

SOCIETE GENERALE, NEW YORK BRANCH,

as Co-Documentation Agents




and




BANK OF AMERICA, N.A.,

as Administrative Agent




BANC OF AMERICA SECURITIES LLC

as Sole Lead Arranger




and




BANC OF AMERICA SECURITIES LLC

and

JPMORGAN SECURITIES INC.

as Joint Bookrunners





 









 








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	 	 	17	 
	 
	 
	 	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; Administrative Agent’s Clawback	 	 	26	 
	 
	 
	 	Section 2.11	 	Sharing of Payments by Lenders	 	 	28	 
	 
	 
	 	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 2.15	 	Extension of Maturity Date	 	 	30	 
	 
	 
	 	Section 2.16	 	Increase in Commitments	 	 	31	 
	 
	SECTION 3. TAXES, YIELD PROTECTION AND ILLEGALITY	 	 	32	 
	 






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	 	 	 	 	 	 	Page	 
	 
	 
	 	Section 3.1	 	Taxes	 	 	32	 
	 
	 
	 	Section 3.2	 	Illegality	 	 	34	 
	 
	 
	 	Section 3.3	 	Inability to Determine Rates	 	 	34	 
	 
	 
	 	Section 3.4	 	Increased Cost and Reduced Return;	 	 	 	 
	 
	 
	 	 	 	Capital Adequacy; Reserves on Eurocurrency Rate Loans	 	 	35	 
	 
	 
	 	Section 3.5	 	Compensation for Losses	 	 	36	 
	 
	 
	 	Section 3.6	 	Matters Applicable to all Requests for Compensation	 	 	37	 
	 
	 
	 	Section 3.7	 	Survival	 	 	37	 
	 
	SECTION 4. CONDITIONS PRECEDENT	 	 	38	 
	 
	 
	 	Section 4.1	 	Agreement Effectiveness	 	 	38	 
	 
	 
	 	Section 4.2	 	All Credit Extensions	 	 	38	 
	 
	SECTION 5. REPRESENTATIONS AND WARRANTIES	 	 	39	 
	 
	 
	 	Section 5.1	 	Organization	 	 	39	 
	 
	 
	 	Section 5.2	 	Corporate Power and Authority	 	 	39	 
	 
	 
	 	Section 5.3	 	No Violation	 	 	39	 
	 
	 
	 	Section 5.4	 	Governmental Authorization	 	 	40	 
	 
	 
	 	Section 5.5	 	Litigation	 	 	40	 
	 
	 
	 	Section 5.6	 	Use of Proceeds; Margin Regulations	 	 	40	 
	 
	 
	 	Section 5.7	 	Investment Company Act	 	 	40	 
	 
	 
	 	Section 5.8	 	True and Complete Disclosure	 	 	40	 
	 
	 
	 	Section 5.9	 	Financial Statements	 	 	40	 
	 
	 
	 	Section 5.10	 	No Material Adverse Change	 	 	41	 
	 
	 
	 	Section 5.11	 	Labor Controversies	 	 	41	 
	 
	 
	 	Section 5.12	 	Taxes	 	 	41	 
	 
	 
	 	Section 5.13	 	ERISA Compliance	 	 	41	 
	 
	 
	 	Section 5.14	 	Intellectual Property	 	 	42	 
	 
	 
	 	Section 5.15	 	Compliance with Statutes, Etc	 	 	42	 
	 
	 
	 	Section 5.16	 	Environmental Matters	 	 	42	 
	 






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	 	 	 	 	 	 	Page	 
	 
	 
	 	Section 5.17	 	Existing Debt	 	 	43	 
	 
	 
	 	Section 5.18	 	No Burdensome Restrictions; Compliance with Agreements	 	 	43	 
	 
	 
	 	Section 5.19	 	Additional Representations as to Aptar SAS	 	 	43	 
	 
	SECTION 6. COVENANTS	 	 	44	 
	 
	 
	 	Section 6.1	 	Existence	 	 	44	 
	 
	 
	 	Section 6.2	 	Maintenance	 	 	44	 
	 
	 
	 	Section 6.3	 	Taxes	 	 	44	 
	 
	 
	 	Section 6.4	 	ERISA	 	 	44	 
	 
	 
	 	Section 6.5	 	Insurance	 	 	44	 
	 
	 
	 	Section 6.6	 	Financial Reports and Other Information	 	 	45	 
	 
	 
	 	Section 6.7	 	Lender Inspection Rights	 	 	47	 
	 
	 
	 	Section 6.8	 	Conduct of Business	 	 	47	 
	 
	 
	 	Section 6.9	 	Fiscal Years and Quarters	 	 	47	 
	 
	 
	 	Section 6.10	 	Limitation on Certain Restrictions on Subsidiaries	 	 	48	 
	 
	 
	 	Section 6.11	 	Mergers, Consolidations and Asset Sales	 	 	48	 
	 
	 
	 	Section 6.12	 	Use of Property and Facilities;
Environmental, Health and Safety Laws	 	 	48	 
	 
	 
	 	Section 6.13	 	Liens	 	 	48	 
	 
	 
	 	Section 6.14	 	Debt	 	 	50	 
	 
	 
	 	Section 6.15	 	Advances, Acquisitions, Investments and Loans	 	 	51	 
	 
	 
	 	Section 6.16	 	Dividends and Other Shareholder Distributions	 	 	52	 
	 
	 
	 	Section 6.17	 	Leverage	 	 	52	 
	 
	 
	 	Section 6.18	 	Transactions with Affiliates	 	 	52	 
	 
	 
	 	Section 6.19	 	Compliance with Laws	 	 	52	 
	 
	 
	 	Section 6.20	 	Take or Pay Contracts	 	 	52	 
	 
	 
	 	Section 6.21	 	Inconsistent Agreements	 	 	52	 
	 
	SECTION 7. EVENTS OF DEFAULT AND REMEDIES	 	 	53	 
	 
	 
	 	Section 7.1	 	Events of Default	 	 	53	 
	 






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	 	 	 	 	 	 	Page	 
	 
	 
	 	Section 7.2	 	Non-Bankruptcy Defaults	 	 	54	 
	 
	 
	 	Section 7.3	 	Bankruptcy Defaults	 	 	54	 
	 
	 
	 	Section 7.4	 	Notice of Default	 	 	55	 
	 
	SECTION 8. ADMINISTRATIVE AGENT	 	 	55	 
	 
	 
	 	Section 8.1	 	Appointment and Authorization of Administrative Agent	 	 	55	 
	 
	 
	 	Section 8.2	 	Delegation of Duties	 	 	55	 
	 
	 
	 	Section 8.3	 	Liability of Administrative Agent	 	 	55	 
	 
	 
	 	Section 8.4	 	Reliance by Administrative Agent	 	 	56	 
	 
	 
	 	Section 8.5	 	Notice of Default	 	 	56	 
	 
	 
	 	Section 8.6	 	Credit Decision; Disclosure of
Information by Administrative Agent	 	 	56	 
	 
	 
	 	Section 8.7	 	Indemnification of Administrative Agent	 	 	57	 
	 
	 
	 	Section 8.8	 	Administrative Agent in its Individual Capacity	 	 	58	 
	 
	 
	 	Section 8.9	 	Successor Administrative Agent	 	 	58	 
	 
	 
	 	Section 8.10	 	Administrative Agent May File Proofs of Claim	 	 	58	 
	 
	SECTION 9. COMPANY GUARANTEE	 	 	59	 
	 
	 
	 	Section 9.1	 	Unconditional Guarantee	 	 	59	 
	 
	 
	 	Section 9.2	 	Guarantee Absolute	 	 	60	 
	 
	 
	 	Section 9.3	 	Waivers	 	 	60	 
	 
	 
	 	Section 9.4	 	Subrogation	 	 	61	 
	 
	 
	 	Section 9.5	 	Survival	 	 	61	 
	 
	SECTION 10. MISCELLANEOUS	 	 	62	 
	 
	 
	 	Section 10.1	 	Amendments, Etc	 	 	62	 
	 
	 
	 	Section 10.2	 	Notices and Other Communications; Facsimile Copies	 	 	63	 
	 
	 
	 	Section 10.3	 	No Waiver; Cumulative Remedies	 	 	65	 
	 
	 
	 	Section 10.4	 	Attorney Costs, Expenses and Taxes	 	 	65	 
	 
	 
	 	Section 10.5	 	Indemnification	 	 	65	 
	 
	 
	 	Section 10.6	 	Payments Set Aside	 	 	66	 
	 






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	 	 	 	 	 	 	Page	 
	 
	 
	 	Section 10.7	 	Successors and Assigns	 	 	66	 
	 
	 
	 	Section 10.8	 	Confidentiality	 	 	71	 
	 
	 
	 	Section 10.9	 	Set-off	 	 	71	 
	 
	 
	 	Section 10.10	 	Interest Rate Limitation	 	 	72	 
	 
	 
	 	Section 10.11	 	Counterparts	 	 	72	 
	 
	 
	 	Section 10.12	 	Integration	 	 	72	 
	 
	 
	 	Section 10.13	 	Survival of Representations and Warranties	 	 	72	 
	 
	 
	 	Section 10.14	 	Severability	 	 	72	 
	 
	 
	 	Section 10.15	 	Tax Forms	 	 	73	 
	 
	 
	 	Section 10.16	 	Replacement of Lenders	 	 	75	 
	 
	 
	 	Section 10.17	 	Governing Law	 	 	76	 
	 
	 
	 	Section 10.18	 	Waiver of Right to Trial by Jury	 	 	76	 
	 
	 
	 	Section 10.19	 	No Advisory or Fiduciary Responsibility	 	 	77	 
	 
	 
	 	Section 10.20	 	USA PATRIOT Act Notice	 	 	77	 
	 
	 
	 	Section 10.21	 	Judgment Currency	 	 	78	 
	 
	 
	 	Section 10.22	 	Entire Agreement	 	 	78	 
	 






EXHIBITS




	 	 	 	 	 
	Exhibit A

	 	—
	 	Form of Borrowing Notice
	Exhibit B

	 	—
	 	Form of Compliance Certificate
	Exhibit C

	 	—
	 	Form of Assignment and Assumption
	Exhibit D

	 	—
	 	Form of Company Note
	Exhibit E

	 	 	 	Form of Aptar SAS Note






	 	 	 
	SCHEDULES

	 	 
	Schedule 1.1

	 	Mandatory Cost Formulae
	Schedule 2.1

	 	Commitments and Percentages
	Schedule 5.1

	 	Subsidiaries
	Schedule 5.17

	 	Debt
	Schedule 5.19

	 	French Taxes
	Schedule 6.15

	 	Existing Loans, Advances and Investments
	Schedule 10.2

	 	Administrative Agent’s Office; Certain Addresses for Notices
	Schedule 10.7

	 	Processing and Recording Fees







v









 








     AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT, dated as of July 31, 2006, among
AptarGroup, Inc., a Delaware corporation (the “Company”), 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 Borrowers, the Administrative Agent and certain of the Lenders entered into that certain
Multicurrency Credit Agreement dated as of February 27, 2004 (as amended to the date hereof, the
“Existing Agreement”). The parties have agreed to amend and restate the existing agreement on the
terms and conditions set forth herein, it being the intention of the Borrowers, the Lenders and the
Administrative Agent that this Amended and Restated Multicurrency Credit Agreement and the Credit
Documents executed in connection herewith shall not effect the novation of the Obligations of the
Borrowers under the Existing Agreement but be merely a restatement and, where applicable, an
amendment of and substitution for the terms governing such Obligations hereafter.



     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 Parties” means the Administrative Agent and its Related Parties.



 









 





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



     “Agreement” means this Amended and Restated 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.



     “Amendment Effective Date” is defined in Section 4.1.



     “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 15%
	 	 	0.065	%	 	 	0.135	%	 	 	0.05	%
	2

	 	Less than or equal
to 25% but greater
than 15%
	 	 	0.080	%	 	 	0.170	%	 	 	0.05	%
	3

	 	Less than or equal
to 35% but greater
than 25%
	 	 	0.100	%	 	 	0.200	%	 	 	0.10	%
	4

	 	Less than or equal
to 45% but greater
than 35%
	 	 	0.125	%	 	 	0.275	%	 	 	0.10	%
	5

	 	Greater than 45%
	 	 	0.15	%	 	 	0.375	%	 	 	0.125	%






     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 5 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 Amendment 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 2.



2









 





     “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.



     “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.



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



     “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 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.



     “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or
two or more Approved Funds managed by the same investment advisor.



     “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an
assignee (with the consent of any party whose consent is required by Section 10.7(b)) and accepted
by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by
the Administrative Agent.



     “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” for any Lender means the period from and including the Amendment
Effective Date to the earliest of (a) the Maturity Date for such Lender, (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



3









 







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.



     “Borrower Materials” has the meaning specified in Section 10.2.



     “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 Eurocurrency 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, 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.



4









 





     “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.



     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 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 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.”



5









 





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



     “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 or such failure has been cured, (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 such failure has been cured, 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.



     “Eligible Assignee” means any Person that meets the requirements to be an assignee under
Section 10.7(b)(iii), (v), (vi), (vii) and (viii) (subject to such consents, if any, as may be
required under Section 10.7(b)(iii)).



     “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.



6









 





     “Environmental Claims” means any and all administrative, regulatory or judicial actions,
suits, demands, demand letters, claims, liens, notices of non-compliance or violation,
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 Section 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,
the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing quotations of BBA LIBOR as
designated by the Administrative Agent from time to time) at approximately



7









 




11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period,
for deposits in the relevant currency (for delivery on the first day of such Interest Period) with
a term equivalent to such Interest Period. If such rate is not available at such time for any
reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum
determined by the Administrative Agent to be the rate 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 Bank of America 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 11:00 a.m. (London time) two Business
Days prior to the commencement of such Interest Period.




     “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 Agreement” has the meaning prescribed in the recitals.



     “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.



     “Fee Letter” means the letter agreement, dated June 15, 2006, among the Company, the
Administrative Agent and the Arranger.



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



     “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.



     “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.



8









 





     “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 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.



9









 





     “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.



     “Information” has the meaning specified in Section 10.8.



     “Interest Payment Date” means (a) for a Base Rate Loan, each March 31, June 30, September 30
and December 31 and each 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 each 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 each 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;



     (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 any Maturity Date.



     “Internal Control Event” means a material weakness in, or fraud that involves management or
other employees who have a significant role in, the Company’s internal controls over financial
reporting, in each case as described in the federal securities Laws applicable to the Company.



10









 





     “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 executive orders, 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 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” for any Lender means the later of (a) July 31, 2011 and (b) if such Lender has
consented to extend its Maturity Date pursuant to Section 2.15, such extended Maturity Date as
determined pursuant to such Section; provided, however, that, in each case, if such date is not a
Business Day, the Maturity Date shall be the next preceding Business Day.



11









 





     “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 D.



     “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 greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation, 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).



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



12









 





     “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.



     “Platform” has the meaning specified in Section 10.2.



     “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).



     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.



     “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.



13









 





     “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 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.



     “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding
to any of its principal functions.



     “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 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.



14









 





     “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 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.



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



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



     “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.



15









 





     “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.




     (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.




16









 








     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.




          (c) Consolidation of Variable Interest Entities. All references herein to
consolidated financial statements of the Company and its Subsidiaries or to the determination of
any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference
shall, in each case, be deemed to include each variable interest entity that the Company is
required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest
Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a
Subsidiary as defined herein.




     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.



     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


17









 







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


19









 







 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 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. Each Tranche B Lender may, at its option, make any Tranche B Loan
available to Aptar SAS by causing any foreign or domestic branch or Affiliate of such Lender to
make such Tranche B Loan provided that (i) such branch or Affiliate would not be entitled to any
greater payment under Section 3.1 or 3.4 than such Lender, (ii) such branch or Affiliate agrees to
comply with Section 10.15 as though it were a Lender and (iii) such 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; provided, further, that any exercise of
such option shall not affect the obligation of Aptar SAS to repay such Tranche B Loan in accordance
with the terms of this Agreement.




          (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


20









 







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. 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 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 Amendment 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
Amendment 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 1:00p.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, 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




21









 







(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 Rate Loan. During
the continuance of an Event of Default under Section 7.1(a) or following acceleration of all
Obligations pursuant to Section 7.2, 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


22









 







 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 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



23









 







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.



     Section 2.5 Repayment of Loans. Each Borrower shall repay to each Lender on its
Maturity Date the aggregate principal amount of Loans made to such Borrower by such Lender
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
Amendment Effective Date and on the last day of each Availability Period (and, if applicable,
thereafter on demand). The facility fee shall be calculated quarterly in


24









 







 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 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 Amendment Effective Date, and on the last
day of each Availability Period. 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.



          (d) Fees Under Existing Agreement. All facility fees and utilization fees accrued
through the Amendment Effective Date under the Existing Agreement shall be paid in full on the
Amendment Effective Date.




       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.



25









 





     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 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; Administrative Agent’s Clawback.




          (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.



26









 





           (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) (i) Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed date of any Borrowing of Eurocurrency Rate Loans (or, in the case of any
Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such
Lender will not make available to the Administrative Agent such Lender’s share of such
Borrowing, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.2 (or, in the case of a Borrowing of
Base Rate Loans, that such Lender has made such share available in accordance with and at
the time required by Section 2.2) and may, in reliance upon such assumption, make available
to the applicable Borrower a corresponding amount. In such event, if a Lender has not in
fact made its share of the applicable Borrowing available to the Administrative Agent, then
the applicable Lender and the applicable Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with
interest thereon, for each day from and including the date such amount is made available to
such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in
the case of a payment to be made by such Lender, the Overnight Rate, plus any
administrative, processing or similar fees customarily charged by the Administrative Agent
in connection with the foregoing, and (B) in the case of a payment to be made by such
Borrower, the interest rate applicable to Base Rate Loans. If such Borrower and such Lender
shall pay such interest to the Administrative Agent for the same or an overlapping period,
the Administrative Agent shall promptly remit to such Borrower the amount of such interest
paid by such Borrower for such period. If such Lender pays its share of the applicable
Borrowing to the Administrative Agent, then the amount so paid shall constitute such
Lender’s Loan included in such Borrowing. Any payment by such Borrower shall be without
prejudice to any claim such Borrower may have against a Lender that shall have failed to
make such payment to the Administrative Agent.




    (ii) Unless the Administrative Agent shall have received notice from a Borrower prior to
the date on which any payment is due to the Administrative Agent for the account of the
Lenders that such Borrower will not make such payment, the Administrative Agent may assume
that such Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders, the amount due. In such event, if
such Borrower has not in fact made such payment, then each of the Lenders severally agrees
to repay to the Administrative Agent forthwith on demand the amount so distributed to such
Lender, in Same Day Funds with interest thereon, for each day from and including the date
such amount is distributed to it up to but excluding the date of payment to the
Administrative Agent, at the Overnight Rate.



          (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


27









 







 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 and to make payments pursuant to
Section 8.7 are several and not joint. The failure of any Lender to make any Loan or to make any
payment under Section 8.7 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 to make its payment under Section 8.7.




          (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 by Lenders. If any Lender shall, by exercising any
right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of the Loans made by it resulting in such Lender’s receiving payment of a
proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro
rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a)
notify the Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Loans of the other Lenders, or make such other adjustments as shall be
equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on their respective Loans
and other amounts owing them, provided that:




     (i) if any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest; and




     (ii) the provisions of this Section shall not be construed to apply to (x) any payment
made by a Borrower pursuant to and in accordance with the express terms of this Agreement,
(y) any payment made to a Lender on its Maturity Date or (z) any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any of its Loans
to any assignee or participant, other than to the Company or any Subsidiary thereof (as to
which the provisions of this Section shall apply).


Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against such Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Borrower in the amount of
such participation.




     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



28









 







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 required to purchase without recourse or warranty from the other Lenders (and
to the extent necessary pay cash for) 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 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.




29









 








     Section 2.14 Aptar SAS As Borrower. 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 2.15 Extension of Maturity Date.



          (a) Requests for Extension. The Company may, by notice to the Administrative Agent
(who shall promptly notify the Lenders) not earlier than 45 days and not later than 35 days prior
to the first anniversary of the Amendment Effective Date and/or the second anniversary of the
Amendment Effective Date (each a “Anniversary Date”) request that each Lender extend such Lender’s
then existing Maturity Date for one year.




          (b) Lender Elections to Extend. Each Lender, acting in its sole and individual
discretion, shall, by notice to the Administrative Agent given not earlier than 30 days prior to
the Anniversary Date and not later than the date (the “Notice Date”) that is 20 days prior
to the Anniversary Date, advise the Administrative Agent whether or not such Lender agrees to such
extension (and each Lender that determines not to so extend its Maturity Date (a “Non-Extending
Lender”) shall notify the Administrative Agent of such fact promptly after such determination
(but in any event no later than the Notice Date) and any Lender that does not so advise the
Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender.
The election of any Lender to agree to such extension shall not obligate any other Lender to so
agree.




          (c) Notification by Administrative Agent. The Administrative Agent shall notify the
Company of each Lender’s determination under this Section no later than the date 15 days prior to
the Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).




          (d) Additional Commitment Lenders. The Company shall have the right on or before the
Anniversary Date to replace each Non-Extending Lender with, and add as “Lenders” under this
Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment
Lender”) as provided in Section 10.16, each of which Additional Commitment Lenders shall have
entered into an Assignment and Assumption pursuant to which such Additional Commitment Lender
shall, effective as of the Anniversary Date, undertake a Commitment (and, if any such Additional
Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s
Commitment hereunder on such date).




          (e) Minimum Extension Requirement. If (and only if) the total of the Commitments of
the Lenders that have agreed so to extend their Maturity Date and the additional Commitments of the
Additional Commitment Lenders shall be more than 50% of the aggregate


30









 







 amount of the Commitments in effect immediately prior to the Anniversary Date, then, effective
as of the Anniversary Date, the Anniversary Date of each Extending Lender and of each Additional
Commitment Lender shall be extended to the date falling one year after the existing Maturity Date
(except that, if such date is not a Business Day, such Maturity Date as so extended shall be the
next preceding Business Day) and each Additional Commitment Lender shall thereupon become a
“Lender” for all purposes of this Agreement.




          (f) Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the
extension of the Maturity Date pursuant to this Section shall not be effective with respect to any
Lender unless:





     (i) no Default shall have occurred and be continuing on the date of such extension and
after giving effect thereto;




     (ii) the representations and warranties contained in this Agreement are true and
correct in all material respects on and as of the date of such extension and after giving
effect thereto, as though made on and as of such date (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, as of such specific
date); and




     (iii) on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any
Loans outstanding on such date (and pay any additional amounts required pursuant to Section
3.5) to the extent necessary to keep outstanding Loans ratable with any revised Applicable
Percentages of the respective Lenders effective as of such date.



          (g) Conflicting Provisions. This Section shall supersede any provisions in Section
2.11 or 10.1 to the contrary.




     Section 2.16 Increase in Commitments.



          (a) Request for Increase. Provided there exists no Default, upon notice to the
Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time,
request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding
$100,000,000; provided that (i) any such request for an increase shall be in a minimum
amount of $25,000,000 (unless the Administrative Agent agrees to a smaller amount), and (ii) the
Company may make a maximum of three such requests. At the time of sending such notice, the Company
(in consultation with the Administrative Agent) shall specify the time period within which each
Lender is requested to respond (which shall in no event be less than ten Business Days from the
date of delivery of such notice to the Lenders).




          (b) Lender Elections to Increase. Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Commitment and, if so, whether by
an amount equal to, greater than, or less than its Voting Percentage of such requested increase.
Any Lender not responding within such time period shall be deemed to have declined to increase its
Commitment.




          (c) Notification by Administrative Agent; Additional Lenders. The Administrative
Agent shall notify the Company and each Lender of the Lenders’ responses to


31









 







 each request made hereunder. To achieve the full amount of a requested increase and subject
to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or
delayed), the Company may also invite additional Eligible Assignees to become Lenders pursuant to a
joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its
counsel.




          (d) Increase Effective Date and Allocations. If the Aggregate Commitments are
increased in accordance with this Section, the Administrative Agent and the Company shall determine
the increase effective date (the “Increase Effective Date”) and the final allocation of
such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the
final allocation of such increase and the Increase Effective Date.




          (e) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Company shall deliver to the Administrative Agent a certificate of each Borrower
dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such
Borrower approving or consenting to such increase, and (ii) in the case of the Company (and with
respect to Section 5.19, Aptar SAS), certifying that, before and after giving effect to such
increase, (A) the representations and warranties contained in Article V and the other Credit
Documents are true and correct in all material respects on and as of the Increase Effective Date,
except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct in all material respects as of such earlier date, and
except that for purposes of this Section 2.16, the representations and warranties contained in
subsections Section 5.9 shall be deemed to refer to the most recent statements furnished pursuant
to clauses (a)(i) and (ii), respectively, of Section 6.6, and (B) no Default exists. The Borrowers
shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts
required pursuant to Section 3.5) to the extent necessary to keep the outstanding Loans ratable
with any revised Voting Percentages arising from any nonratable increase in the Commitments under
this Section.




          (f) Conflicting Provisions. This Section shall supersede any provisions in Section
2.11 or 10.1 to the contrary.




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




32









 







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 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.




33









 








          (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 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



34









 







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 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, and (iii) 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


35









 







 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) The Company shall pay to each Lender, (i) as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency
funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the
unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves
allocated to such Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive absent demonstrable error), and (ii) as long as such Lender shall
be required to comply with any reserve ratio requirement or analogous requirement of any other
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 absent demonstrable error), which in
each case shall be due and payable on each date on which interest is payable on such Loan,
provided the Company shall have received at least 10 days’ prior notice (with a copy to the
Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to
give notice 10 days prior to the relevant Interest Payment Date, such additional interest or costs
shall be due and payable 10 days from receipt of such notice.




          (e) 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 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);




36









 








          (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.



     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.




37









 








     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 “Amendment 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 Amendment 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 (i) Sidley Austin LLP, U.S. legal counsel to the Borrowers and (ii) Latham
& Watkins, French legal counsel to Aptar SAS;




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




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




          (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, 2005 which
could reasonably be expected to have a Material Adverse Effect; and




          (g) evidence of payment of the stamp tax referred to in Schedule 5.19, if any.




The Administrative Agent shall promptly notify the Lenders that the Amendment 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


38









 







 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 5.19, 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 Amendment 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 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



39









 







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 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 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 5.9 Financial Statements.



          (a) The audited consolidated financial statements of the Company as at December 31, 2005 and
the unaudited consolidated financial statements of the Company for the


40









 







 three month period ended March 31, 2006, 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 5.9 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.




          (b) To the best knowledge of the Company, no Internal Control Event exists or has occurred
since December 31, 2005 that has resulted in or could reasonably be expected to result in a
misstatement in any material respect, in any financial information delivered or to be delivered to
the Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder
or (ii) the assets, liabilities, financial condition or results of operations of the Company and
its Subsidiaries on a consolidated basis.




     Section 5.10 No Material Adverse Change. No event has occurred which had a Material
Adverse Effect since December 31, 2005.



     Section 5.11 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 5.12 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 5.13 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 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


41









 







 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 5.14 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 5.15 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 5.16 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 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


42









 







 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 5.17 Existing Debt. Schedule 5.17 contains a complete list of all Debt (other
than the Obligations hereunder and under the Existing Agreement) of the Company and its
Subsidiaries as of March 31, 2006 and all other Debt incurred by the Company or any of its
Subsidiaries between March 31, 2006 and the Amendment Effective Date which had an original
principal amount in excess of $25,000,000.



     Section 5.18 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 5.19 Additional Representations as to Aptar SAS. 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.




          (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





43









 






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 5.19.




          (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
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.



44









 





          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 accounting firm 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.




     (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,




45









 







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 B showing the
Company’s compliance with the covenants set forth in Sections 6.14, 6.15 and 6.17, 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:





     (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) the Company’s determination at any time of the occurrence or existence of any
Internal Control Event;



46









 






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




     (v) 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 and its Subsidiaries to examine all its respective 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.



     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.



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     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.




     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



48









 




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;




          (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

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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 5.17 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.




     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;




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          (b) Existing Debt listed on Schedule 5.17 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 Amendment Effective Date (all such
advances, loans and investments by the Company or any of its Subsidiaries in existence on March 31,
2006 and all advances, loans and investments by the Company or any of its Subsidiaries between
March 31, 2006 and the Amendment 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;




51









 








          (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 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 6.19 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 6.19 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.



     Section 6.20 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



52









 




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 6.21 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 Organization Documents 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 6.13-6.21;




          (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
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




53









 







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.



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     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 Party” included such additional Persons with respect to such acts or
omissions.



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



55









 




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 Party 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 Amendment 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



56









 




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 Party 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 Party to any Lender as to any matter,
including whether Agent Parties have disclosed material information in their possession. Each
Lender represents to the Administrative Agent that it has, independently and without reliance upon
the Administrative Agent, or any other Lender or any of their Related Parties 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 the Administrative Agent, or any other
Lender or any of their Related Parties 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 Party.



     Section 8.7 Indemnification of Administrative Agent. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent Party (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 Party 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 Party 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 Party’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; provided, further, that such indemnified liability,
obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement, as the
case may be, was incurred by or asserted against such Agent Party acting for the Administrative
Agent in connection with such capacity. 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



57









 




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 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,



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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
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,” “bookrunner, ” “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



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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
(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;




          (e) any Law, order or decree of any Governmental Authority or any other event affecting any
term of any of the Guaranteed Obligations; or




          (f) 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.



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     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.



          (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



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Person, and such other Person shall thereupon become vested with all the rights in respect
thereof granted to such Lender herein or otherwise.




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




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          (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) 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




63









 







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. Unless the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt requested” function, as
available, return e-mail or other written acknowledgement), provided that if such notice or
other communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor or, in the case of the Administrative Agent
(and any sub-agent thereof) and the Agent Parties only, the administration of this Agreement and
the other Credit Documents.




          (c) The Platform. INTRALINKS OR ANOTHER SIMILAR ELECTRONIC SYSTEM (THE
“PLATFORM”) IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE MATERIALS AND/OR INFORMATION PROVIDED BY OR ON BEHALF OF SUCH
BORROWER HEREUNDER (COLLECTIVELY, “BORROWER MATERIALS”) OR THE ADEQUACY OF THE PLATFORM,
AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE
PLATFORM. In no event shall the Agent Parties have any liability to any Borrower, any Lender, or
any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of any Borrower’s or the Administrative Agent’s transmission of
Borrower Materials through the Internet, except to the extent that such losses, claims, damages,
liabilities or expenses result from the gross negligence or willful misconduct of such Agent Party;
provided, however, that in no event shall any Agent Party have any liability to any
Borrower, any Lender or any other Person for indirect, special, incidental, consequential or
punitive damages (as opposed to direct or actual damages).




          (d) 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.




          (e) Reliance by Administrative Agent and Lenders. The Administrative Agent and the
Lenders shall be entitled to rely and act upon any notices (including telephonic




64









 







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 Party 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.



     Section 10.5 Indemnification. Each Borrower shall indemnify and hold harmless the
Administrative Agent, each Lender and each Related Party of any of the foregoing Persons
(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



65









 




contemplated thereby, or, in the case of the Administrative Agent (and any sub-agent thereof)
and its Related Parties only, the administration of this Agreement and the other Credit Documents,
(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, special, incidental, consequential or punitive
damages (as opposed to direct or actual 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 Amendment 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 (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.



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               (a) Successors and Assigns Generally. 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 neither Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the Administrative Agent and
each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an 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, (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 Related Parties of each of the Administrative Agent and the
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.




               (b) Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Individual Commitment (which for this purpose includes Loan outstanding thereunder
and such Lender’s Tranche A Commitment and Tranche B Commitment)); provided that any such
assignment shall be subject to the following conditions:





     (i) Minimum Amounts.




     (A) 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, an Affiliate of a Lender or an Approved Fund,
no minimum amount need be assigned; and




     (B) in any case not described in subsection (b)(i)(A) of this Section, 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) or, if the Commitment is not then in effect, the principal outstanding
balance of the Loans of the assigning Lender 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); provided,
however, that concurrent assignments to members of an Assignee Group and
concurrent assignments from members of an Assignee Group to a single assignee (or to
an assignee and members of its Assignee Group) will be treated as a single
assignment for purposes of determining whether such minimum amount has been met.



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          (ii) Proportionate Amounts. 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) Required Consents. No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in addition:




     (A) the consent of the Company (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund; and




     (B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required if such assignment is to a
Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with
respect to such Lender.




          (iv) Assignment and Assumption. The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee in the amount, if any, required as set forth in Schedule
10.7; provided, however, that the Administrative Agent may, in its sole
discretion, elect to waive such processing and recordation fee in the case of any
assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire.




          (v) No Assignment to Company. No such assignment shall be made to the Company
or any of the Company’s Affiliates or Subsidiaries.




          (vi) No Assignment to Natural Persons. No such assignment shall be made to a
natural person.




          (vii) No Assignment Resulting in Additional Indemnified Taxes. No such
assignment shall be made to any Person that, through its Lending Offices, is not capable of
lending the applicable Alternative Currencies to the relevant Borrowers without the
imposition of any Taxes or additional Taxes.




          (viii) Tranche B Commitment. No such assignment shall be made to any Person by
a Lender (unless such Lender is a Non-Tranche B Lender) to any Person that is not authorized
to make Loans in France.


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
assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have 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




68









 







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) Register. 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 and any Lender, at any reasonable time and from time to
time upon reasonable prior notice.




          (d) Participations. Any Lender may at any time, without the consent of, or notice to,
any Borrower 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 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 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 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 2.13 and 2.14 as though it were a Lender.



          (e) Limitations Upon Participant Rights. 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 that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the
benefits of Section 3.1 unless the Company is notified of the participation sold to such




69









 







Participant and such Participant agrees, for the benefit of the Borrowers, to comply with
Section 10.15 as though it were a Lender.




          (f) Certain Pledges. 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) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.




          (h) Special Purpose Funding Vehicles. 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 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 with the payment of a processing fee in the amount of
$2,500, 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




70









 







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.



     Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may
include material non-public information concerning the Company or a Subsidiary, as the case may be,
(b) it has developed compliance procedures regarding the use of material non-public information and
(c) it will handle such material non-public information in accordance with applicable Law,
including Federal and state securities Laws.



     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



71









 




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 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



72









 




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 Amendment 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 Amendment 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 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



73









 







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, 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).



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     (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 who has not previously done so 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 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



75









 




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 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



76









 




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 No Advisory or Fiduciary Responsibility. In connection with all aspects
of each transaction contemplated hereby, each Borrower acknowledges and agrees that: (i) the credit
facility provided for hereunder and any related arranging or other services in connection therewith
(including in connection with any amendment, waiver or other modification hereof or of any other
Credit Document) are an arm’s-length commercial transaction between the Borrowers and their
respective Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other
hand, and the Borrowers are capable of evaluating and understanding and understand and accept the
terms, risks and conditions of the transactions contemplated hereby and by the other Credit
Document (including any amendment, waiver or other modification hereof or thereof); (ii) in
connection with the process leading to such transaction, the Administrative Agent and the Arranger
each is and has been acting solely as a principal and is not the financial advisor, agent or
fiduciary, for any of the Borrowers or any of their respective Affiliates, stockholders, creditors
or employees or any other Person; (iii) neither the Administrative Agent nor the Arranger has
assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Borrower
with respect to any of the transactions contemplated hereby or the process leading thereto,
including with respect to any amendment, waiver or other modification hereof or of any other Credit
Document (irrespective of whether the Administrative Agent or the Arranger has advised or is
currently advising any of the Borrowers or their respective Affiliates on other matters) and
neither the Administrative Agent nor the Arranger has any obligation to any of the Borrowers or
their respective Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Credit Document; (iv) the Administrative
Agent and the Arranger and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Borrowers and their respective
Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose
any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the
Administrative Agent and the Arranger have not provided and will not provide any legal, accounting,
regulatory or tax advice with respect to any of the transactions contemplated hereby (including any
amendment, waiver or other modification hereof or of any other Credit Document) and each Borrower
has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate. Each Borrower hereby waives and releases, to the fullest extent permitted by law, any
claims that it may have against the Administrative Agent and the Arranger with respect to any
breach or alleged breach of agency or fiduciary duty.



     Section 10.20 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



77









 




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 10.21 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 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 10.22 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]





78









 








     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 HOLDING SAS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Carl A. Siebel	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Carl A. Siebel	 	 
	 

	 	Title:
	 	President	 	 






S-2









 






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

	 	By:
	 	/s/ Sharon Burks Horos	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Sharon Burks Horos	 	 
	 

	 	Title:
	 	Vice President	 	 






S-3









 






	 	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI	 	 
	 	 	UFJ LTD., CHICAGO BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Hirotsugu Hayashi	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Hirotsugu Hayashi	 	 
	 

	 	Title:
	 	General Manager	 	 






S-4









 






	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Floyd	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Mark Floyd	 	 
	 

	 	Title:
	 	Vice President	 	 






S-5









 






	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick W. Laird	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Frederick W. Laird	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ming K. Chu	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Ming K. Chu	 	 
	 

	 	Title:
	 	Vice President	 	 






S-6









 






	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mike Kelly	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Mike Kelly	 	 
	 

	 	Title:
	 	Vice President	 	 






S-7









 






	 	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas J. Purcell	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas J. Purcell	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






S-8









 






	 	 	 	 	 	 	 
	 	 	SOCIETE GENERALE, NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anne-Marie Dumortier	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Anne-Marie Dumortier	 	 
	 

	 	Title:
	 	Director	 	 






S-9









 






	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert G. McGill, Jr.	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert G. McGill, Jr.	 	 
	 

	 	Title:
	 	Director	 	 






S-10









 






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

100 — (A+C)
	 	 

per cent per annum







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





	 	 	 
	E x 0.1

300
	 	 

per cent per annum






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.






Sched. 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




Sched. 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.




Sched. 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.
	 	$	35,000,000	 	 	$	35,000,000	 	 	$	35,000,000	 	 	 	17.5	%
	JPMorgan Chase Bank,
N.A.
	 	$	35,000,000	 	 	$	35,000,000	 	 	$	35,000,000	 	 	 	17.5	%
	Wachovia Bank,
National Association
	 	$	32,500,000	 	 	$	32,500,000	 	 	$	32,500,000	 	 	 	16.25	%
	Societe Generale,
New York Branch
	 	$	25,000,000	 	 	$	25,000,000	 	 	$	25,000,000	 	 	 	12.5	%
	The Bank of Tokyo
Mitsubishi UFJ Ltd.,
Chicago Branch
	 	$	25,000,000	 	 	$	25,000,000	 	 	$	0	 	 	 	12.5	%
	KeyBank National
Association
	 	$	25,000,000	 	 	$	25,000,000	 	 	$	25,000,000	 	 	 	12.5	%
	Citibank, N.A.
	 	$	15,000,000	 	 	$	15,000,000	 	 	$	15,000,000	 	 	 	7.5	%
	Deutsche Bank AG New
York Branch
	 	$	7,500,000	 	 	$	7,500,000	 	 	$	7,500,000	 	 	 	3.75	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	$	200,000,000	 	 	$	200,000,000	 	 	$	175,000,000	 	 	 	100.000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 







Sched. 2.1 - 1