Exhibit
10.1


 


FIRST
AMENDMENT TO CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”), dated as of March 27, 2006, is by
and among Ball Corporation, an Indiana corporation (“Company”), Ball
European Holdings, S.ar.l., a corporation organized under the laws of
Luxembourg (“European Holdco”), the financial institutions signatory
hereto in their capacity as Lenders (as defined below) under the Credit
Agreement (as defined below) and Deutsche Bank AG New York Branch, as
administrative agent for the Lenders (“Administrative Agent”), with
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as Joint Lead
Arrangers for the Term D Loans referenced herein.


 


W
I  T  N  E  S  S  E  T  H
:


 


WHEREAS, Company, European Holdco, certain subsidiaries
of Company (together with Company and European Holdco, “Borrowers”),
certain financial institutions (the “Lenders”) and Administrative Agent
are parties to that certain Credit Agreement dated as of October 13, 2005 (as
amended, restated, supplemented or otherwise modified and in effect from time
to time, the “Credit Agreement”), pursuant to which the Lenders have
provided to Borrowers credit facilities and other financial accommodations; and


 


WHEREAS, Company intends to effect an acquisition (the
“U.S. Can Acquisition”) pursuant to which U.S. Can Corporation (“U.S.
Can”), following the Spin-Off (as defined in the Agreement and Plan of
Merger dated February 14, 2006 (the “U.S. Can Merger Agreement”) by and
among Company, a wholly-owned Subsidiary of Company (“Acquisition Co”),
U.S. Can and the securityholders of U.S. Can party thereto) will be merged with
and into Acquisition Co, with U.S. Can surviving (the “U.S. Can Merger”;
U.S. Can and each of its Domestic Subsidiaries that is a Material Subsidiary
after giving effect to the U.S. Can Merger are sometimes referred to herein
individually as a “U.S. Can Credit Party” and collectively, as the “U.S.
Can Credit Parties”); and


 


WHEREAS, Borrowers desire to create a new class of
Term Loans to be referred to as the Term D Loans that are pari passu in all respects to the Term
Loans and having terms and conditions substantially similar to those applicable
to the existing Term Loan Facilities, all pursuant to Section 2.9 of the
Credit Agreement; and


 


WHEREAS, each Person that executes and delivers this
Amendment as a Term D Lender will make Term D Loans to Company on the effective
date of the Amendment, the proceeds of which will be used by Company, together
with the net proceeds from an offering of senior unsecured notes of Company,
(i) to reduce existing Multicurrency Revolving Loans and/or Canadian Revolving
Loans under the Credit Agreement, (ii) to reduce existing indebtedness of U.S.
Can and its subsidiaries in connection with the U.S. Can Acquisition, including
funding the Debt Tender Offer (as defined below) and paying off all existing
indebtedness under the Existing U.S. Can Credit Agreement (as defined below),
(iii) to fund the purchase price in connection with Company’s acquisition of
certain North American plastic bottle container assets owned by Alcan Inc. (the
“Alcan Acquisition”) and (iv) to pay related fees and expenses of Company in
connection with the U.S. Can Acquisition, the Alcan Acquisition and herewith
(collectively, excluding the Alcan Acquisition, the “First Amendment
Transaction”); and


 

















 


WHEREAS, Borrowers have requested that Administrative
Agent and the Lenders amend the Credit Agreement in certain respects as set
forth herein and the Lenders and Administrative Agent are agreeable to the
same, subject to the terms and conditions hereof.


 


NOW, THEREFORE, in consideration of the premises and
of the mutual covenants contained herein, and other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:


 


1.     Defined Terms.  Terms capitalized herein and not otherwise
defined herein are used with the meanings ascribed to such terms in the Credit
Agreement.


 


2.     Amendments to
Credit Agreement. 
The Credit Agreement is, as of the First Amendment Effective Date,
hereby amended as follows:


 


(a)   Term
D Loan Mechanics.


 


(1)           Section 1.1 of the Credit
Agreement is amended by inserting the following new definitions in alphabetical
order therein:


 


“First Amendment” means the First Amendment to
Credit Agreement dated as of March 27, 2006 by and among Company, European
Holdco, the Lenders signatory thereto and Administrative Agent.


 


“First Amendment Effective Date” has the
meaning set forth in the First Amendment.


 


“Scheduled Term D Repayments” means, with
respect to the principal payments on the Term D Loans for each date set forth
below, the Dollar amount set forth opposite thereto, as reduced from time to
time pursuant to Sections 4.3 and 4.4:


 


	
  Date

  	
   

  	
  Scheduled Term D

  Repayment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31, 2006

  	
   

  	
  $

  	
  0

  	
   

  
	
  June 30, 2006

  	
   

  	
  $

  	
  0

  	
   

  
	
  September 30,
  2006

  	
   

  	
  $

  	
  0

  	
   

  
	
  December 31,
  2006

  	
   

  	
  $

  	
  0

  	
   

  
	
  March 31, 2007

  	
   

  	
  $

  	
  0

  	
   

  
	
  June 30, 2007

  	
   

  	
  $

  	
  0

  	
   

  
	
  September 30,
  2007

  	
   

  	
  $

  	
  0

  	
   

  
	
  December 31,
  2007

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  March 31, 2008

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  June 30, 2008

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  September 30,
  2008

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  December 31,
  2008

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  March 31, 2009

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  June 30, 2009

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  September 30,
  2009

  	
   

  	
  $

  	
  12,500,000

  	
   

  



 


2

















 


	
  Date

  	
   

  	
  Scheduled Term D

  Repayment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March 31, 2010

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  June 30, 2010

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  September 30,
  2010

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  December 31,
  2010

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  March 31, 2011

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  June 30, 2011

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  Term D Loan
  Maturity Date

  	
   

  	
  $

  	
  75,000,000

  	
   

  



 


“Term D Commitment” means, with respect to any
Term D Lender, the principal amount set forth opposite such Lender’s name on Schedule
1.1(a) hereto or in any Assignment and Assumption Agreement under the
caption “Amount of Term D Commitment”, as such commitment may be adjusted from
time to time pursuant to this Agreement, and “Term D Commitments” means
such commitments collectively, which commitments equal $500,000,000 in the
aggregate as of the First Amendment Effective Date.


 


“Term D Lender” means any Lender which has a
Term D Commitment or is owed a Term D Loan (or a portion thereof).


 


“Term D Loan” and “Term D Loans” have
the meanings assigned to those terms in Section 2.1(d).


 


“Term D Loan Maturity Date” means
October 13, 2011.


 


“Term D Note” and “Term D Notes” have
the meanings assigned to those terms in Section 2.2(a).


 


(2)           Section 1.1 of the Credit
Agreement is further amended by amending and restating each of the following
definitions to read as follows:


 


“Applicable Base Rate Margin” means at any date,
with respect to Multicurrency Revolving Loans and Term D Loans, the applicable
percentage set forth in the following table under the column Applicable Base
Rate Margin for Multicurrency Revolving Loans and Term D Loans opposite the
Rating Level as of such date:


 


	
  Rating Level

  	
   

  	
  Applicable Base Rate Margin for Multicurrency Revolving Loans and
  Term D Loans

  	
   

  
	
  Level I

  	
   

  	
   

  	
  0

  	
  %

  
	
  Level II

  	
   

  	
   

  	
  0

  	
  %

  
	
  Level III

  	
   

  	
   

  	
  0.125

  	
  %

  
	
  Level IV

  	
   

  	
   

  	
  0.375

  	
  %

  



 


3

















 


“Applicable Eurocurrency Margin” means at any
date, with respect to Multicurrency Revolving Loans, Term A Loans, Term B Loans
and Term D Loans, the applicable percentage set forth in the following table
under the column Applicable Eurocurrency Margin for Multicurrency Revolving
Loans, Term A Loans, Term B Loans and Term D Loans opposite the Rating Level on
such date:


 


	
  Rating Level

  	
   

  	
  Applicable Eurocurrency Margin for

  Multicurrency Revolving Loans, Term A

  Loans, Term B Loans and Term D Loans

  	
   

  
	
  Level I

  	
   

  	
   

  	
  0.75

  	
  %

  
	
  Level II

  	
   

  	
   

  	
  0.875

  	
  %

  
	
  Level III

  	
   

  	
   

  	
  1.125

  	
  %

  
	
  Level IV

  	
   

  	
   

  	
  1.375

  	
  %

  



 


“Lender” and “Lenders” have the meanings
assigned to those terms in the introduction to this Agreement and shall include
any Person that becomes a “Lender” as contemplated by the First Amendment or Section
12 and any Person that becomes a Lender in connection with the incurrence
of an Additional Facility pursuant to Section 2.9.


 


(3)           A new Section 2.1(d) is hereby
added to the Credit Agreement to read as follows:


 


(d)           Dollar
Term Loans.


 


Term
D Loans.  Each Term D Lender, severally and for itself
alone, hereby agrees, on the terms and subject to the conditions hereinafter
set forth and those set forth in the First Amendment and in reliance upon the
representations and warranties set forth herein and in the other Loan Documents,
to make a loan (each such loan, a “Term D Loan” and collectively, the “Term
D Loans”) to Company on the First Amendment Effective Date in an aggregate
principal amount equal to the Term D Commitment of such Term D Lender.  The Term D Loans (i) shall be incurred by
Company pursuant to a single drawing, which shall be on the First Amendment
Effective Date, (ii) shall be denominated in Dollars and (iii) shall be made as
Eurocurrency Loans with an initial Interest Period of one month and shall be
maintained as Eurocurrency Loans, provided that except as permitted by
Administrative Agent in its sole discretion, no incurrences of, or conversions
into, Term D Loans maintained as Eurocurrency Loans with an Interest Period in
excess of one month (with all such Interest Periods ending on the same day
during such period) may be effected prior to the earlier of (1) the 60th day
after the First Amendment Effective Date and (2) that date upon which
Administrative Agent determines in its sole discretion (and notifies Company)
that the primary syndication of the Term D Loans (and resultant additions of
institutions as Lenders pursuant to Section 12.8(c)) has been
completed.  Each Term D Lender’s Term D
Commitment shall expire immediately and without further action on the First
Amendment Effective Date if the Term D Loans are not made on the First
Amendment Effective Date.  No amount of a
Term D Loan


 


4

















 


which is repaid or prepaid by Company may be
reborrowed hereunder.


 


(4)           Schedule 1.1(a) to the Credit
Agreement is amended by adding thereto the information set forth on Schedule
1.1(a) attached to the First Amendment.


 


(5)           Section 2.2(a) of the Credit
Agreement is hereby amended by deleting the word “and” at the end of clause (4)
thereof and by adding the following new clause (6):


 


and (6) if Term D Loans,
by a promissory note (each, a “Term D Note” and, collectively, the “Term
D Notes”) duly executed and delivered by Company substantially in the form
of Exhibit 2.2(a)(6) hereto, with blanks appropriately completed in
conformity herewith.


 


(6)           A new Section 4.4(h) is hereby
added to the Credit Agreement to read as follows:


 


(h)           Scheduled Term D Repayments.  Company shall cause to be paid Scheduled Term
D Repayments on the Term D Loans until the Term D Loans are paid in full in the
amounts and at the times specified in the definition of Scheduled Term D
Repayments to the extent that prepayments have not previously been applied to
such Scheduled Term D Repayments (and such Scheduled Term D Repayments have not
otherwise been reduced) pursuant to the terms hereof.


 


(7)           The Credit Agreement is hereby
amended by adding a new Exhibit 2.2(a)(6) in the form of Exhibit 2.2(a)(6)
attached to this First Amendment.


 


(b)   Refreshment of Accordion.  Section 2.9 of the Credit Agreement is
amended (i) to provide that the Term D Loans advanced pursuant to the First
Amendment shall not reduce the amount of Additional Term Loans or Additional
Facilities permitted to be incurred pursuant to Section 2.9 and (ii)
adding the words “excluding the Term C Facility” immediately following the
words “Term Loan with the then longest Weighted Average Life to Maturity”.


 


(c)   Existing U.S. Can Letters of Credit.  Section 2.10(j) of the Credit
Agreement is hereby amended by adding the following sentences at the end of
such section:


 


The letters of
credit set forth under the caption “Letters of Credit Outstanding on the First
Amendment Effective Date” on Schedule 2.10(j) annexed to the First
Amendment and made a part hereof were issued pursuant to the Existing U.S. Can
Credit Agreement (as defined in the First Amendment) and remain outstanding as
of the First Amendment Effective Date (the “Outstanding U.S. Can Letters of
Credit”).  Company, each Facing Agent
and each of the Lenders hereby agree with respect to the Outstanding U.S. Can
Letters of Credit that such Outstanding U.S. Can Letters of Credit, for all
purposes under this Agreement shall be deemed to be Letters of Credit governed
by the terms and conditions of this Agreement. 
Each Lender agrees to participate in each Outstanding U.S. Can Letter of
Credit issued by any Facing Agent in an amount equal to its Multicurrency
Revolver Pro Rata Share of the Stated Amount of such Outstanding U.S. Can
Letter of Credit.


 


5

















 


(d)   Excess Cash Flow Conforming Grammatical
Change.  Section 4.4(f) of the Credit Agreement
is amended by deleting the word “and” immediately following “3.50:1.00” and
replacing it with the word “or”.


 


(e)   Clarification of Section 7.1(a).  Section 7.1(a) of the Credit Agreement
is amended by inserting the words “first three” immediately prior to the words “Fiscal
Quarters” in the second line thereof.


 


(f)    Leverage Ratio.  Section 9.2 of the Credit Agreement is
amended and restated in its entirety to read as follows:


 


9.2          Leverage Ratio.  Permit the Leverage Ratio for the Test
Periods ending after March 27, 2006 and on or before the last day of the first
Fiscal Quarter of the 2007 Fiscal Year (i.e. the Fiscal Quarter ending on or
about March 31, 2007) to be greater than 4.00 to 1.00 or permit the Leverage
Ratio for any other Test Period to be greater than 3.75 to 1.00.


 


3.     Representations and Warranties.  In order to induce Administrative Agent and
the Lenders to enter into this Amendment, each of Company and European Holdco
hereby represents and warrants to Administrative Agent and the Lenders, in each
case after giving effect to this Amendment, as follows:


 


(a)   Each
of Company and European Holdco has the right, power and capacity and has been
duly authorized and empowered by all requisite corporate or limited liability
company and shareholder or member action to enter into, execute, deliver and
perform this Amendment and all agreements, documents and instruments executed
and delivered pursuant to this Amendment.


 


(b)   This
Amendment constitutes each of Company’s and European Holdco’s, legal, valid and
binding obligation, enforceable against it, except as enforcement thereof may
be subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights
generally and general principles of equity (regardless of whether such
enforcement is sought in a proceeding in equity or at law or otherwise).


 


(c)   The
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true and correct in all material respects at and as of the
First Amendment Effective Date as though made on and as of the First Amendment
Effective Date (except to the extent expressly made as of a specified date, in
which event such representation and warranty is true and correct in all
material respects as of such specified date).


 


(d)   Each
of Company’s and European Holdco’s execution, delivery and performance of this
Amendment do not and will not violate its articles or certificate of
incorporation, by-laws or other Organizational Documents, any law, rule,
regulation, order, writ, judgment, decree or award applicable to it or any
contractual provision to which it is a party or to which it or any of its
property is subject.


 


(e)   No
authorization or approval or other action by, and no notice to or filing or
registration with, any governmental authority or regulatory body (other than
those which have been obtained and are in force and effect) is required in
connection with the execution, delivery


 


6

















 


and performance by Company, European Holdco or any
other Credit Party of this Amendment and all agreements, documents and
instruments executed and delivered pursuant to this Amendment.


 


(f)    No
Event of Default or Unmatured Event of Default exists under the Credit
Agreement or would exist immediately after giving effect to this Amendment.


 


4.     Conditions to Effectiveness of Amendment.
This Amendment shall become effective on the Business Day (the “First
Amendment Effective Date”) each of the following conditions precedent is
satisfied:


 


(a)   Execution and Delivery of Amendment. Administrative Agent (or
its counsel) shall have received from (A) Lenders constituting (i) the Required
Lenders and (ii) each Term D Lender and (B) Company and European Holdco either
(i) a counterpart of this Amendment signed on behalf of such party or (ii)
written evidence satisfactory to Administrative Agent (which may include
telecopy transmission of a signed signature page of this Amendment) that such
party has signed a counterpart of this Amendment.


 


(b)   Execution and Delivery of Officer’s
Certificate.  Administrative Agent shall have received a certificate
of a Responsible Officer of Company and European Holdco in the form of Exhibit
4(b) attached hereto.


 


(c)   Reaffirmation Agreement.  Administrative Agent shall have received a
duly executed copy of the Reaffirmation Agreement in the form of Exhibit
4(c) attached hereto.


 


(d)   Term D Notes.  Company
shall have duly executed and delivered to Administrative Agent, if requested,
the Term D Notes payable to the order of each applicable Term D Lender in the
amount of their respective Term D Commitments all of which shall be in full
force and effect;


 


(e)   Guaranties
and Pledge Agreements.


 


(1)   Subsidiary Guaranty Supplements.  Each U.S. Can Credit Party shall have duly
authorized, executed and delivered an Addition of New Guarantor to Subsidiary
Guaranty in the form of Exhibit 4(e)(1)  attached hereto,


 


(2)   United States Pledge Agreement Supplements.  Company shall have delivered an
acknowledgement that the Capital Stock of Acquisition Co is pledged pursuant to
the terms of the United States Pledge Agreement in form and substance
satisfactory to Administrative Agent and each U.S. Can Credit Party shall have
duly authorized, executed and delivered an Addition of New Pledgor to United
States Pledge Agreement substantially in the form of Exhibit 4(e)(2)
attached hereto (each, a “Pledge Agreement Supplement”),


 


(3)   Perfection of Pledge Agreement Collateral.  Each Credit Party party to a Pledge Agreement
Supplement shall have delivered to Administrative Agent:


 


7

















 


(A)          all the certificated Pledged
Securities referred to in such Pledge Agreement Supplement then owned, if any,
by such Credit Party, together with executed and undated stock powers, in the
case of capital stock constituting Pledged Securities and the Pledge Agreement
Supplement and such other documents shall be in full force and effect,


 


(B)           proper financing statements (Form
UCC-1 or such other financing statements or similar notices as shall be
required by local law, if any) for filing under the UCC or other appropriate
filing offices of each foreign and domestic jurisdiction as may be necessary
or, in the opinion of Administrative Agent, desirable to perfect the security
interests purported to be created by the Pledge Agreement Supplement,


 


(C)           copies of Requests for Information or
Copies (Form UCC-11 or equivalent reports), listing all effective financing
statements or similar notices that name Company or its Subsidiaries (by its
actual name or any trade name, fictitious name or similar name), or any division
or other operating unit thereof, as debtor and that are filed in the
jurisdiction referred to in said clause (B) above, together with copies of such
other financing statements (none of which shall cover the Collateral except to
the extent evidencing Permitted Liens or for which Administrative Agent shall
have received termination statements (Form UCC-3 or such other termination
statements as shall be required by local law) for filing),


 


(D)          evidence of the completion of all
other recordings and filings of, or with respect to, the Pledge Agreement
Supplement with any foreign or domestic Governmental Authorities and all other
actions as may be necessary or, in the reasonable opinion of Administrative
Agent, desirable to perfect the security interests intended to be created by
the Pledge Agreement Supplement, and


 


(E)           evidence that all other actions
necessary, or in the reasonable opinion of Administrative Agent, desirable to
perfect the security interests purported to be taken by the Pledge Agreement
Supplement have been taken;


 


(f)    Opinion of Counsel.  Administrative Agent shall have received from
Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to Company and
the U.S. Can Credit Parties, an opinion addressed to Administrative Agent and
each of the Lenders and dated the First Amendment Effective Date, which shall
be in form and substance reasonably satisfactory to Administrative Agent and
which shall cover the matters set forth in Exhibit 4.1(f) attached
hereto and such other matters incident to the transactions contemplated herein
as Administrative Agent may reasonably request, in form and substance
reasonably satisfactory to Administrative Agent;


 


(g)   Secretary’s Certificate.  Administrative Agent shall have received from
Company and each U.S. Can Credit Party, a certificate, dated the First
Amendment Effective Date, signed by the secretary or any assistant secretary
(or, if no secretary or assistant secretary exists, a Responsible Officer), of
such Credit Party, in the form of Exhibit 4.1(g) attached hereto
with appropriate insertions, as to the incumbency and signature of the officers
of each such Credit Party executing any Loan Document (in form and substance
reasonably satisfactory to


 


8

















 


Administrative Agent) and any certificate or other
document or instrument to be delivered pursuant hereto or thereto by or on
behalf of such Credit Party, together with evidence of the incumbency of such
secretary or assistant secretary (or, if no secretary or assistant secretary
exists, such Responsible Officer), and certifying as true and correct, attached
copies of the Certificate of Incorporation, Certificate of Amalgamation or
other equivalent document (certified as of recent date by the Secretary of
State or other comparable authority where customary in such jurisdiction) and
By-Laws (or other Organizational Documents) of such Credit Party and the
resolutions of such Credit Party and, to the extent required, of the equity
holders of such Credit Party, referred to in such certificate and all of the
foregoing (including each such Certificate of Incorporation, Certificate of
Amalgamation or other equivalent document and By-Laws (or other Organizational
Documents)) shall be reasonably satisfactory to Administrative Agent;


 


(h)   Good Standing.  Administrative Agent shall have received a
good standing certificate or certificate of status or comparable certificate of
Company, and each U.S. Can Credit Party from the Secretary of State of its
state or province of organization or such equivalent document issued by any
foreign Governmental Authority if applicable and to the extent customary in
such foreign jurisdiction;


 


(i)    Adverse
Change.  On the
First Amendment Effective Date, both before and after giving effect to the First
Amendment Transaction, there shall be no facts, events or circumstances then
existing and nothing shall have occurred which shall have come to the attention
of any of the Lenders which (i) materially adversely affects the business,
financial condition or operations of Company and its Subsidiaries taken as a
whole since December 31, 2005 or (ii) constitutes a Company Material Adverse
Effect (as defined in the U.S. Can Merger Agreement);


 


(j)    Approvals.  All necessary
governmental (domestic and foreign) and material third party approvals and/or
consents in connection with the First Amendment Transaction and the
transactions contemplated by the Documents shall have been obtained and remain
in effect, and all applicable waiting periods shall have expired without any
action being taken by any competent authority which restrains, prevents or
imposes materially adverse conditions upon the consummation of all or any part
of the First Amendment Transaction or this Amendment.  Additionally, there shall not exist any judgment,
order, injunction or other restraint issued or filed or a hearing seeking
injunctive relief or other restraint pending or notified prohibiting or
imposing material adverse conditions upon all or any part of the First
Amendment Transaction or the making of the Term D Loans;


 


(k)   Litigation.  No action,
suit or proceeding (including, without limitation, any inquiry or
investigation) by any entity (private or governmental) shall be pending or, to
the best knowledge of Borrowers, threatened against Company or any of its
Subsidiaries or with respect to the Credit Agreement, or any documentation
executed in connection therewith or the transactions contemplated thereby
(including, without limitation, this Amendment), or the obligations being
refinanced in connection with the consummation of the First Amendment
Transaction or which Administrative Agent shall determine would reasonably be
expected to have a Material Adverse Effect, and no injunction or other
restraining order shall remain effective or a hearing therefor remain pending
or noticed with respect to the Credit Agreement, or any documentation executed
in connection therewith or the transactions contemplated thereby


 


9

















 


(including, without limitation, this Amendment), the
effect of which would reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect;


 


(l)    Fees.  Company shall
have paid (i) the Amendment Fee (as defined in Section 5) to Administrative
Agent for distribution to the Consenting Lenders (as defined in Section 5),
(ii) to Administrative Agent and the Lenders all reasonable costs, fees
and expenses (including, without limitation, legal fees and expenses of Winston
& Strawn LLP and the reasonable costs, fees and expenses referred to in Section
6(a)) payable to Administrative Agent or any other collateral agent or
trustee acting for the benefit of the Lenders, as the case may be, and the
Lenders to the extent then due and (iii) all fees due and payable pursuant to
the Fee Letter dated February 14, 2006 among Company, Administrative Agent, the
Joint Lead Arrangers for the Term D Loans and JPMorgan Chase Bank, NA;


 


(m)  Evidence of Insurance.  On the First Amendment Effective Date,
Administrative Agent shall have received evidence of insurance complying with
the requirements of Section 7.9 of the Credit Agreement for the business
and properties of the U.S. Can Credit Parties and any of their Subsidiaries
that are Material Subsidiaries.


 


(n)   Transaction
Documents, Etc.  


 


(i)            Consummation
of First Amendment Transactions, Etc.  The structure and all terms of,
and the documentation for, each component of the First Amendment Transaction
shall be reasonably satisfactory to Administrative Agent, it being understood
and agreed that the terms of the U.S. Can Merger Agreement are acceptable.  All conditions precedent to the consummation
of the First Amendment Transaction as set forth in the documentation relating
to each component thereof shall have been satisfied in all material respects,
and not waived except with the consent (which will not be unreasonably
withheld) of Administrative Agent. 
Concurrently with the incurrence of the Term D Loans, Company shall have
used the proceeds from such loans and, if desired by Company, senior unsecured
notes of Company or its subsidiaries (to the extent permitted by the Credit
Agreement) to consummate the First Amendment Transactions in all material
respects in accordance with the documentation therefor and all applicable laws.


 


(ii)           Consummation of Debt Tender Offer.  Company shall have purchased not less than a majority of the outstanding principal
amount of (1) those certain 10-7/8% Senior Secured Notes due 2010, issued by
United States Can Company pursuant to that certain Indenture dated as of July
22, 2003 between U.S. Can, United States Can Company, USC May Verpackungen
Holding Inc. and Wells Fargo Bank Minnesota, National Association, as trustee
(the “Secured Indenture”) and (2) those certain 12-3/8% Senior
Subordinated Notes due October 1, 2010 issued by United States Can Company
pursuant to that certain Indenture dated October 4, 2000 among U.S. Can, United
States Can Company and Wells Fargo Bank Minnesota, National Association, as
trustee (the “Subordinated Indenture”), in each case, pursuant to the
Offer to Purchase and Consent Solicitation dated February 16, 2006 (the “Debt
Tender Offer” and together with the other


 


10

















 


documents referenced therein, the “Debt Tender
Documents”) at the prices set forth in the Debt Tender Offer Documents, as
such Debt Tender Offer Documents may be amended in a manner reasonably
satisfactory to Administrative Agent, and the Secured Indenture and the
Subordinated Indenture shall each have been amended in a manner consistent with
the forms of the supplemental indentures thereto included in the Debt Tender
Offer Documents, and all conditions precedent to the effectiveness of such
supplemental indentures shall have been satisfied or waived with the consent of
Administrative Agent.


 


(iii)          Termination of Existing U.S. Can
Credit Agreement.  On or prior to the
First Amendment Effective Date, the total commitments under the Credit
Agreement among U.S. Can, United States Can Company, the financial institutions
party thereto and Deutsche Bank Trust Company Americas, as administrative agent
dated as of June 21, 2004 (as amended, the “Existing U.S. Can Credit
Agreement”) shall have been terminated, all loans thereunder shall have
been repaid in full, together with interest thereon, all letters of credit, if
any, issued thereunder shall have been terminated or deemed to be Letters of
Credit under the Credit Agreement pursuant to Section 2.10(j) thereof
(as amended hereby) and all other amounts owing pursuant to such agreements
shall have been repaid in full and such agreement shall have been terminated on
terms and conditions reasonably satisfactory to Administrative Agent.  The collateral agent thereunder shall have
released all security interests and Liens granted to such collateral agent on
the assets owned by U.S. Can and its Subsidiaries, in a manner reasonably
satisfactory to Administrative Agent.


 


(o)   Solvency Certificate.  Administrative Agent and the Lenders shall
have received a solvency certificate, in form and substance reasonably
satisfactory to Administrative Agent, from the Chief Financial Officer or
Treasurer of Company with respect to the solvency of Company, after giving
effect to the First Amendment Transaction;


 


(p)   Evidence that the U.S. Can Acquisition is a “Permitted
Acquisition”.  Administrative Agent shall have received (i)
a certificate by the Chief Financial Officer or Treasurer of Company certifying
that, on the First Amendment Effective Date, to the best of his knowledge,
after giving effect to the U.S. Can Acquisition on a Pro Forma Basis for the
period of four Fiscal Quarters ending with the Fiscal Quarter for which
financial statements have most recently been delivered (or were required to be
delivered) under Section 7.1 of the Credit Agreement, (1) no Event of
Default or Unmatured Event of Default would exist under the Credit Agreement;
and (2) there is at least $150,000,000 of Available Liquidity and attaching pro
forma financial statements supporting such calculations and (ii) financial
statements of the business or Person to be acquired, including income
statements or statements of cash flows and, if available, balance sheet
statements for at least the fiscal year or the four fiscal quarters then most
recently ended.


 


(q)   Notice of Borrowing.  Company shall have provided Administrative
Agent with a Notice of Borrowing two (2) Business Days prior to the First
Amendment Effective Date with respect to the borrowing of Term D Loans on the
First Amendment Effective Date.


 


11





















 


(r)   Representations and Warranties.  The representations and warranties contained
in this Amendment, the Credit Agreement and the other Loan Documents shall each
be true and correct in all material respects at and as of the First Amendment
Effective Date as though made on and as of the First Amendment Effective Date
(except to the extent such representations and warranties are expressly made as
of a specified date in which event such representations and warranties shall be
true and correct in all material respects as of such specified date).


 


(s)   No Defaults. No Unmatured Event of Default or Event of Default
under the Credit Agreement shall have occurred and be continuing.


 


5.     Amendment Fee.  In consideration of the execution of this
Amendment by the Lenders, Company hereby agrees to pay on the First Amendment
Effective Date to each Lender that executes this Amendment on or prior to  5:00 pm New York time on March 17, 2006
(each, a “Consenting Lender”), a fee (collectively, the “Amendment
Fee”) in an amount equal to 0.05% multiplied by the sum of such
Lender’s Multicurrency Revolving Commitment plus such Lender’s Canadian
Revolving Commitment plus the outstanding Effective Amount of Term Loans
owing to such Lender (prior to giving effect to this Amendment) .


 


6.     Miscellaneous. The
parties hereto hereby further agree as follows:


 


(a)   Costs, Expenses and Taxes.  Company hereby agrees to pay all reasonable
fees, costs and expenses of Administrative Agent incurred in connection with
the negotiation, preparation and execution of this Amendment and the
transactions contemplated hereby, including, without limitation, the reasonable
fees and expenses of Winston & Strawn LLP, counsel to Administrative Agent.


 


(b)   Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each
of which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but
one and the same Amendment.


 


(c)   Headings.  Headings used
in this Amendment are for convenience of reference only and shall not affect
the construction of this Amendment.


 


(d)   Integration.  This Amendment
and the Credit Agreement (as amended hereby) constitute the entire agreement
among the parties hereto with respect to the subject matter hereof.


 


(e)   Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID
STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.


 


(f)    Binding Effect.  This Amendment shall be binding upon, and
inure to the benefit of, Borrowers, Administrative Agent, the Lenders and their
respective successors and assigns; provided, however, that no
Borrower may assign its rights or obligations hereunder or in


 


12

















 


connection herewith or any interest herein
(voluntarily, by operation of law or otherwise) without the prior written
consent of the Lenders.


 


(g)   Amendment; Waiver.  The parties hereto agree and acknowledge that
nothing contained in this Amendment in any manner or respect limits or
terminates any of the provisions of the Credit Agreement or any of the other
Loan Documents other than as expressly set forth herein and further agree and
acknowledge that the Credit Agreement (as amended hereby) and each of the other
Loan Documents remain and continue in full force and effect and are hereby
ratified and confirmed.  Except to the
extent expressly set forth herein, the execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any rights, power or remedy of
the Lenders or Administrative Agent under the Credit Agreement or any other
Loan Document, nor constitute a waiver of any provision of the Credit Agreement
or any other Loan Document.  No delay on
the part of any Lender or Administrative Agent in exercising any of their
respective rights, remedies, powers and privileges under the Credit Agreement
or any of the Loan Documents or partial or single exercise thereof, shall
constitute a waiver thereof.  On and after
the First Amendment Effective Date each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each
reference to the Credit Agreement in the Loan Documents and all other documents
delivered in connection with the Credit Agreement shall mean and be a reference
to the Credit Agreement as amended hereby. 
Company and European Holdco acknowledge and agree that this Amendment
constitutes a “Loan Document” for purposes of the Credit Agreement, including,
without limitation, Section 10.1 of the Credit Agreement.  None of the terms and conditions of this
Amendment may be changed, waived, modified or varied in any manner, whatsoever,
except in accordance with Section 12.1 of the Credit Agreement.


 


 


[Signature Pages Follow]


 


13

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first written above.


	
   

  	
   

  	
   

  
	
   

  	
  BALL CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles E. Baker

  	
   

  
	
   

  	
  Name: Charles E. Baker

  	
   

  
	
   

  	
  Title: Vice President and General Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BALL EUROPEAN HOLDINGS, S.AR.L.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gérard Becquer

  	
   

  
	
   

  	
  Name: Gérard Becquer

  	
   

  
	
   

  	
  Title: Manager

  	
   

  



 

















 


	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH, in

  	
   

  
	
   

  	
  its individual capacity and as Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan LeFevre

  	
   

  	
   

  
	
   

  	
  Name: Susan LeFevre

  	
   

  
	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Omayra Laucella

  	
   

  	
   

  
	
   

  	
  Name: Omayra Laucella

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  



 

















 


	
   

  	
  DEUTSCHE BANK AG CANADA BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Johnston

  	
   

  
	
   

  	
  Name: Robert Johnston

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Jurist

  	
   

  
	
   

  	
  Name: Paul Jurist

  
	
   

  	
  Title: Managing Director and Principal Officer

  



 

















 


	
   

  	
  [Name of Lending Institution]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


EXHIBIT 2.2(a)(6)


 


FORM
OF


TERM
D NOTE


 


New York, New York


                                         ,
                    


 


FOR VALUE RECEIVED, the undersigned, Ball Corporation,
an Indiana corporation (“Borrower”), hereby unconditionally promises to
pay to the order of                                      
 (the “Lender”) at the office of
Deutsche Bank AG New York Branch located at 90 Hudson Street, 5th Floor, Jersey
City, New Jersey  07302, in Dollars and
in immediately available funds on the Term D Loan Maturity Date (as defined in
the Credit Agreement referred to below) the principal sum of                         
(                    )
or, if less, the then unpaid principal amount of all Term D Loans (as defined
in the Credit Agreement) made by the Lender to Borrower pursuant to Section
2.1(d) of the Credit Agreement referred to below, payable at such times and
in such amounts as are specified in the Credit Agreement.  Borrower further agrees to pay interest in
like money at such office on the unpaid principal amount hereof from time to
time outstanding at the applicable interest rate per annum determined as
provided in, and payable as specified in, Articles III and IV of
the Credit Agreement.


 


This Note is one of the Term D Notes referred to in
the Credit Agreement dated as of October 13, 2005 among Borrower, Ball European
Holdings, S.ar.l., a corporation organized under the laws of Luxembourg (“European
Holdco”), Ball Packaging Products Canada Corp., a company organized under
the laws of the Province of Nova Scotia, each Other Subsidiary Borrower (as
defined in the Credit Agreement (as hereinafter defined)), the financial
institutions from time to time party thereto, The Bank of Nova Scotia, as
Canadian administrative agent and Deutsche Bank AG New York Branch, as
administrative agent (in such capacity, “Administrative Agent”), and is
entitled to the benefits thereof and of the other Loan Documents (as defined in
the Credit Agreement (as hereinafter defined)), as amended by the First
Amendment to Credit Agreement, dated as of March      ,
2006 (the “First Amendment”) among Borrower, European Holdco, the
financial institutions party thereto as lenders and Administrative Agent (such
agreement, as so amended by the First Amendment, and as further amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”).  As provided in the
Credit Agreement, this Note is subject to optional and mandatory prepayment
prior to the Term D Loan Maturity Date, in whole or in part.  Terms defined in the Credit Agreement are
used herein with their defined meanings unless otherwise defined herein.


 


Upon the occurrence of any one or more of the Events
of Default specified in the Credit Agreement, all amounts then remaining unpaid
on this Note may become, or may be declared to be, immediately due and payable,
all as provided therein.


 


All parties now and hereafter liable with respect to
this Note, whether maker, principal, surety, guarantor, endorser or otherwise,
hereby waive presentment, demand, protest and all other notices of any kind.


 

















 


THIS NOTE
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK,
AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF SAID STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND
CONFLICTS OF LAWS RULES.


 


	
   

  	
  BALL CORPORATION

  
	
   

  	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


EXHIBIT
4(b)


 


CERTIFICATE
OF OFFICER


 


I, the undersigned, the Vice President and Treasurer
of Ball Corporation (“Company”), and the Managers of Ball European
Holdings, S.ar.l. (“European Holdco”), in accordance with Section
4(b) of that certain First Amendment to Credit Agreement dated as of May 9,
2005 (the “Agreement”) among Company, European Holdco, the financial
institutions signatory thereto as Lenders and Deutsche Bank AG New York Branch,
as Administrative Agent for the Lenders, do hereby certify on behalf of Company
and European Holdco, as applicable, the following:


 


1.                                       The
representations and warranties set forth in Section 3 of the Agreement
are true and correct in all material respects as of the date hereof except to
the extent such representations and warranties are expressly made as of a
specified date in which event such representations and warranties were true and
correct in all material respects as of such specified date;


 


2.                                       No
Event of Default or Unmatured Event of Default has occurred and is continuing
after giving effect to the Agreement; and


 


3.                                       The
conditions of Section 4 of the Agreement have been fully satisfied.


 


Unless otherwise defined herein, capitalized terms
used herein shall have the meanings set forth in the Agreement.


 


[signature page follows]


 

















 


IN WITNESS WHEREOF, each of the undersigned has duly
executed and delivered on behalf of Company and European Holdco, as applicable,
this Certificate of Officer on this 27 day of March, 2006.


 


 


	
  BALL CORPORATION

  	
  BALL EUROPEAN HOLDINGS,
  S.AR.L.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Charles E. Baker

  	
   

  	
  By: 

  	
  /s/ Gérard Becquer 

  	
   

  
	
   

  	
   

  
	
  Name: Charles E. Baker

  	
  Name: Gérard Becquer 

  
	
   

  	
   

  
	
  Title: Vice President
  and General Counsel

  	
  Title: Manager

  
						



 

















 


EXHIBIT 4(c)


 


REAFFIRMATION AGREEMENT


 


Each of the undersigned acknowledges receipt of a copy
of the First Amendment to Credit Agreement (the “Amendment”; capitalized
terms used herein shall, unless otherwise defined herein, have the meanings
provided in or incorporated by reference into the Amendment) dated as of March       ,
2006, by and among Ball Corporation (“Company”), Ball European Holdings,
S.ar.l. (“European Holdco”), the financial institutions signatory
thereto as Lenders and Deutsche Bank AG New York Branch, as Administrative
Agent for the Lenders, consents to such Amendment and each of the transactions
referenced in the Amendment and hereby reaffirms its obligations under any
Guaranty to which it is a party, including its guaranty of obligations in
respect of the Loans.


 


Dated as of March      , 2006.


 


	
   

  	
  BALL AEROSPACE &
  TECHNOLOGIES CORP.

  
	
   

  	
  BALL METAL BEVERAGE
  CONTAINER CORP.

  
	
   

  	
  BALL METAL FOOD
  CONTAINER CORP.

  
	
   

  	
  BALL PACKAGING CORP.

  
	
   

  	
  BALL PLASTIC CONTAINER
  CORP.

  
	
   

  	
  BALL TECHNOLOGIES
  HOLDINGS CORP.

  
	
   

  	
  BALL ASIA SERVICES
  LIMITED

  
	
   

  	
  BALL GLASS CONTAINER
  CORPORATION

  
	
   

  	
  BALL HOLDINGS CORP.

  
	
   

  	
  BG HOLDINGS I, INC.

  
	
   

  	
  BG HOLDINGS II, INC.

  
	
   

  	
  BALL TECHNOLOGY
  SERVICES CORPORATION

  
	
   

  	
  EFRATOM HOLDING, INC.

  
	
   

  	
  LATAS DE ALUMINIO BALL,
  INC.

  
	
   

  	
  BALL METAL PACKAGING
  SALES CORP.

  
	
   

  	
  BALL DELAWARE HOLDINGS,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott C. Morrison

  	
   

  
	
   

  	
  Name: Scott C. Morrison

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BALL METAL FOOD
  CONTAINER, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott C. Morrison

  	
   

  
	
   

  	
  Name: Scott C. Morrison

  
	
   

  	
  Title: Treasurer

  



 

















 


	
   

  	
  BALL PAN-EUROPEAN
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles E. Baker

  	
   

  
	
   

  	
  Name: Charles E. Baker

  
	
   

  	
  Title: Assistant
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  METAL PACKAGING
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles E. Baker

  	
   

  
	
   

  	
  Name: Charles E. Baker

  
	
   

  	
  Title: Secretary

  



 

















 


EXHIBIT
4(e)(1)


 


ADDITION OF NEW GUARANTORS TO
SUBSIDIARY GUARANTY


 


ADDITION OF NEW
GUARANTORS TO SUBSIDIARY GUARANTY (this “Instrument”), dated as of March
27, 2006, amending that certain Subsidiary Guaranty, dated as of October 13,
2005 (as so amended by this Instrument and as may be further amended, restated,
supplemented or otherwise modified from time to time, the “Agreement”),
by the Guarantors (the “Guarantors”) party thereto in favor of the
Creditors.


 


Reference is made to the Credit Agreement, dated as of
October 13, 2005, among Ball Corporation, an Indiana corporation (“Company”),
Ball European Holdings, S.ar.l., a corporation organized under the laws of
Luxembourg (“European Holdco”), Ball Packaging Products Canada Corp., a
company organized under the laws of the Province of Nova Scotia, each Other
Subsidiary Borrower (as defined therein), the financial institutions from time
to time party thereto, including Deutsche Bank AG New York Branch, in their
capacities as lenders thereunder (collectively, the “Lenders,” and each
individually, a “Lender”), The Bank of Nova Scotia, as Canadian
administrative agent and Deutsche Bank AG New York Branch, as administrative
agent (“Administrative Agent”) for the Lenders, providing for the making
of Loans and the issuance of, and participation in, Letters of Credit as
contemplated therein, as amended by the First Amendment to Credit Agreement,
dated as of March      , 2006 (the “First Amendment”),
among Company, European Holdco, the financial institutions party thereto as
lenders and Administrative Agent (as used herein, the term “Credit Agreement”
means the Credit Agreement described above in this paragraph, as amended by the
First Amendment and as the same may be further amended, modified, extended,
renewed, replaced, restated or supplemented from time to time, and including
any agreement extending the maturity of, or restructuring all or any portion of
the Indebtedness under such agreement or any successor agreements).


 


Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Agreement
or, if not therein defined, in the Credit Agreement.


 


The Guarantors have entered into the Agreement in
order to induce the Lenders to extend credit pursuant to the Credit Agreement
and to induce the Other Creditors to extend Interest Rate Protection or Other
Hedging Agreements.  Pursuant to Section
25 of the Agreement, each of the undersigned is required to enter into the
Agreement as a Guarantor.  Section 25
of the Agreement provides that additional parties may become Guarantors under
the Agreement by execution and delivery of an instrument substantially in the
form of this Instrument.  Each of the
undersigned (each, a “New Party”) is executing this Instrument in
accordance with the requirements of the Credit Agreement to become a Guarantor
under the Agreement in order to induce the Lenders to extend and continue the
extension of credit pursuant to the Credit Agreement.


 


Accordingly, each New Party agrees as follows:


 


SECTION 1.    In accordance with the Agreement, each New
Party by its signature below becomes a party to the Agreement as of the date
hereof with the same force and effect as if originally named therein as a party
and each New Party hereby (a) agrees to all the terms and warrants that the
representations and warranties made by it as a party thereunder are true and


 

















 


correct in all material
respects on and as of the date hereof. 
Each reference to a “Guarantor” in the Agreement shall be deemed to
include each New Party.  The Agreement is
hereby incorporated herein by reference.


 


SECTION 2.    Each New Party represents and warrants to
the Agent and the Creditors that this Instrument has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except to the
extent that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws generally affecting
creditors’ rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law).


 


SECTION 3.    This Instrument may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract.  This Instrument shall become effective when
the Agent shall have received a counterpart of this Instrument that bears the
signature of each New Party.


 


SECTION 4.    Except as expressly supplemented hereby, the
Agreement shall remain in full force and effect.


 


SECTION 5.   THIS INSTRUMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE, INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT
EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES.


 


SECTION 6.    All communications and notices hereunder
shall be in writing and given as provided in the Agreement.  All communications and notices hereunder to
each New Party shall be given to it at the address set forth in Section 19
of the Agreement.


 


[signature page follows]


 

















 


IN WITNESS WHEREOF, each New Party has duly executed
this Addition of New Guarantors to Subsidiary Guaranty as of the day and year
first above written.


 


	
   

  	
  BALL AEROSOL AND
  SPECIALTY

  
	
   

  	
  CONTAINER CORPORATION

  
	
   

  	
   

  
	
   

  	
  UNITED STATES CAN
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles E. Baker

  	
   

  
	
   

  	
  Name: Charles E. Baker

  
	
   

  	
  Title: Vice President

  



 

















 


EXHIBIT
4(e)(2)


 


ADDITION
OF NEW PLEDGORS TO PLEDGE AGREEMENT


 


ADDITION OF NEW PLEDGORS
TO PLEDGE AGREEMENT (this “Instrument”), dated as of March 27, 2006,
amending that certain United States Pledge Agreement dated as of October 13,
2005 (as so amended by this Instrument and as may be further amended, restated,
supplemented or otherwise modified from time to time, the “Agreement”)
by and among the Pledgors (the “Pledgors”) party thereto and Deutsche
Bank AG New York Branch, in its capacity as Collateral Agent for the Secured
Creditors (in such capacity, the “Pledgee”).


 


Reference is made to the
Credit Agreement, dated as of October 13, 2005, among Ball Corporation, an
Indiana corporation (“Company”), Ball European Holdings, S.ar.l., a
corporation organized under the laws of Luxembourg (“European Holdco”),
Ball Packaging Products Canada Corp., a company organized under the laws of the
Province of Nova Scotia, each Other Subsidiary Borrower (as defined therein),
the financial institutions from time to time party thereto, including Deutsche
Bank AG New York Branch, in their capacities as lenders thereunder
(collectively, the “Lenders,” and each individually, a “Lender”),
The Bank of Nova Scotia, as Canadian administrative agent and Deutsche Bank AG
New York Branch, as administrative agent (“Administrative Agent”) for
the Lenders, as amended by the First Amendment to Credit Agreement, dated as of
March      , 2006 (the “First Amendment”),
among Company, European Holdco, the financial institutions party thereto as
lenders and Administrative Agent (such agreement, as amended by the First
Amendment, and as further amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”).


 


Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement or, if not therein defined, in the Credit
Agreement.


 


The Pledgors have entered
into the Agreement in order to induce the Lenders to extend credit pursuant to
the Credit Agreement and to induce the Other Creditors to extend Interest Rate
Protection or Other Hedging Agreements. 
Pursuant to Section 23 of the Agreement, each of the undersigned
is required to enter into the Agreement as a Pledgor.  Section 23 of the Agreement provides
that additional parties may become Pledgors under the Agreement by execution
and delivery of an instrument in the form of this Instrument.  Each of the undersigned (each, a “New
Party”) is executing this Instrument in accordance with the requirements of
the Credit Agreement to become a Pledgor under the Agreement in order to induce
the Lenders to extend and continue the extension of credit pursuant to the
Credit Agreement.


 


Accordingly, each New
Party agrees as follows:


 


SECTION 1.    In accordance with the Agreement, each New
Party by its signature below becomes a party to the Agreement as of the date
hereof with the same force and effect as if originally named therein as a party
and each New Party hereby (a) agrees to all the terms and warrants that the
representations and warranties made by it as a party thereunder are true and
correct in all material respects on and as of the date hereof.  Each reference to a “Pledgor” in the
Agreement shall be deemed to include each New Party.  The Agreement is hereby incorporated herein
by reference.


 

















 


SECTION 2.    Each New Party hereby confirms the grant to
Pledgee set forth in the Agreement of, and, does hereby grant to the Pledgee, a
security interest in all of each of the New Party’s right, title and interest
in and to all Collateral to secure the Obligations, in each case, whether now
owned or hereafter acquired.  Each New
Party represents and warrants that the attached Supplement to Annex A accurately
and completely sets forth all additional information required pursuant to the
Agreement and hereby agrees that such Supplement shall constitute part of the
Annex A to the Agreement.


 


SECTION 3.    Each New Party represents and warrants to
the Pledgee and the Secured Creditors that this Instrument has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except
to the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws generally
affecting creditors’ rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law).


 


SECTION 4.    This Instrument shall become effective when
the Pledgee shall have received a counterpart of this Instrument that bears the
signatures of each New Party.


 


SECTION 5.    Except as expressly supplemented hereby, the
Agreement shall remain in full force and effect.


 


SECTION 6.   THIS INSTRUMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE, INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT
EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES.


 


SECTION 7.    All communications and notices hereunder
shall be in writing and given as provided in the Agreement.  All communications and notices hereunder to
each New Party shall be given to it at the address set forth in Section 19
of the Agreement.


 


[signature page follows]


 

















 


IN WITNESS WHEREOF, each New Party has duly executed
this Addition of New Pledgors to Pledge Agreement as of the day and year first
above written.


 


	
   

  	
  BALL AEROSOL AND
  SPECIALTY

  
	
   

  	
  CONTAINER CORPORATION

  
	
   

  	
   

  
	
   

  	
  UNITED STATES CAN
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles E. Baker

  	
   

  
	
   

  	
  Name: Charles E. Baker

  
	
   

  	
  Title: Vice President

  



 

















 


SUPPLEMENT TO ANNEX A


 


TO PLEDGE
AGREEMENT


 


Pledged Securities


 


	
  Name of

  Pledgor

  	
   

  	
  Name of Issuer

  	
   

  	
  Type of Shares

  	
   

  	
  Number

  of Shares

  	
   

  	
  Share

  Certificate   Number

  	
   

  	
  Percentage of

  Outstanding

  Shares of

  Capital Stock

  	
   

  
	
  Ball Aerosol and
  Specialty Container Corporation

  	
   

  	
  United States Can Company

  	
   

  	
  Common

  	
   

  	
  1,000

  	
   

  	
  8

  	
   

  	
  100

  	
  %

  



 

















 


EXHIBIT
4.1(f)


 


Skadden
Opinion


 

















 


EXHIBIT
4.1(g)


 


Secretary’s
Certificate