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Exhibit 10.27    
    


 
 

FIRST AMENDMENT TO CREDIT AGREEMENT    
    


        THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of July 22, 2003, is by and among
Ball Corporation, an Indiana corporation ("Company"), Ball European Holdings, Sarl, 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"). 


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 December 19, 2002 (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,
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)    Section 1.1 of the Credit Agreement is amended by deleting the phrase "but excluding, however, any amortization of
deferred financing costs" from the definition of "Consolidated Interest Expense" therein in its entirety and replacing it with the following new
clauses: 




but
excluding, however, (i) any amortization of deferred financing costs and (ii) any interest expense in respect of call premiums paid in connection with the repayment of the 2008
Subordinated Notes 





        (b)   Section 1.1 of the Credit Agreement is further amended by deleting clause (i) of the definition of
"Permitted Refinancing Indebtedness" therein in its entirety and replacing it with the following new clause (i): 




(i)    the
principal amount of such Indebtedness (as determined as of the date of the incurrence of the Indebtedness in accordance with GAAP) does not exceed the principal amount of the
Indebtedness refinanced thereby on such date plus the amount of accrued and unpaid fees and expenses incurred in connection with such replacement, renewal, refinancing or extension; provided, however,
solely with respect to Permitted Refinancing Indebtedness of the 2008 Subordinated Notes, up to $300,000,000 of principal amount of Indebtedness (as determined as of the date of the incurrence of the
Indebtedness in accordance with GAAP) shall be permitted, with such amount to be applied, within 45 days, to redeem the 2008 Subordinated Notes and any remaining amount to be applied to ongoing
working capital purposes; 







 





        (c)   Section 1.1 of the Credit Agreement is further amended by deleting clause (v)(B) of the definition of
"Permitted Refinancing Indebtedness" therein in its entirety and replacing it with the following new clause (v)(B): 




(B)    in
the case of Permitted Refinancing Indebtedness of the 2008 Subordinated Notes, (1) such Indebtedness is unsecured, (2) such Indebtedness is subordinated to the
Obligations on terms and
conditions not less, taken as a whole, favorable to the Lenders than the 2008 Subordinated Notes unless (a) such Indebtedness is incurred on or prior to September 30, 2003 or
(b) the Leverage Ratio after giving pro forma effect to the incurrence of such Indebtedness would be equal to or less than 3.00 to 1.00, in which case such Indebtedness may rank pari passu in
right of payment to the Facilities and (3) the scheduled maturity date shall not be earlier than, nor shall any amortization commence, prior to the date that is one year after the latest Term
Loan Maturity Date. 





        (d)   Section 1.1 of the Credit Agreement is further amended by adding the following new defined term in alphabetical
order therein: 




"2008 Subordinated Note Repayment Reserve" means, (i) at any time after the incurrence of Permitted Refinancing Indebtedness with respect to the
2008 Subordinated Notes and prior to the repayment in full (or defeasance) of the 2008 Subordinated Notes, $260,312,500 and (ii) thereafter (including on the date of a Borrowing to be used to
repay (or defease) the 2008 Subordinated Notes in full), $0. 





        (e)   Section 1.1 of the Credit Agreement is further amended by adding the following clause to the end of the definition
of "Total Available Multicurrency Revolving Commitment" therein: 




minus the 2008 Subordinated Note Repayment Reserve. 





        (f)    Section 3.2(b) of the Credit Agreement is amended by adding the clause
"plus the 2008 Subordinated Note Repayment Reserve" immediately prior to the parenthetical clause that ends the first sentence of such section. 


        (g)   Section 4.3(e) of the Credit Agreement is amended by deleting the first sentence therein in its entirety and
replacing it with the following sentence: 




subject
to Section 4.5(c), each voluntary prepayment of Term Loans shall be applied to the Scheduled Term Repayments of the Term Facility or Term
Facilities designated by Company (in amounts designated by Company), and within each such Term Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis. 





        (h)   Section 6.8(b) of the Credit Agreement is amended by deleting the parenthetical therein in its entirety and
replacing it with the following parenthetical: 




(other
than as Permitted Refinancing Indebtedness of the 2008 Subordinated Notes, except to the extent the Multicurrency Revolving Loans have previously been repaid with the Net Offering Proceeds of
Permitted Refinancing Indebtedness of the 2008 Subordinated Notes) 





        (i)    Section 8.2(b) of the Credit Agreement is amended by deleting such clause in its entirety and replacing it with
the following clause: 




(b)    Receivables
Facility Attributable Debt incurred in connection with Permitted Accounts Receivable Securitizations provided that (i) such Indebtedness related to Permitted
Accounts Receivable Securitizations of Foreign Subsidiaries plus Indebtedness incurred pursuant to  Section 8.2(r) shall not exceed the Dollar
Equivalent of $125,000,000 in the aggregate and (ii) such Indebtedness related to all Permitted
Accounts Receivable Securitizations shall not exceed the Dollar Equivalent of $300,000,000 in the aggregate; 




2





 





        (j)    Section 8.2(r) of the Credit Agreement is amended by deleting such clause in its entirety and replacing it with
the following clause: 




(r)    Indebtedness
(including any refinancings of such Indebtedness) incurred by European Holdco, Canadian Borrower or any of their Subsidiaries in addition to that referred to elsewhere in
this Section 8.2 in a Dollar Equivalent principal amount outstanding not to exceed $125,000,000 in the aggregate  minus the Dollar Equivalent of
Indebtedness incurred pursuant to Section 8.2(b)(i). 





        (k)   Section 8.5(iii) of the Credit Agreement is amended by adding the following clause to the end of such
Section, immediately following the phrase "other than with the proceeds of Permitted Refinancing Indebtedness": 




or
with other funds in an amount not greater than the proceeds of Permitted Refinancing Indebtedness incurred within 45 days prior to the date of such prepayment 





        (l)    Section 12.18 of the Credit Agreement is amended by adding the following paragraph to the end of such Section,
immediately following clause (e) thereof: 




Notwithstanding
anything in this Agreement to the contrary, the Administrative Agent, the Canadian Administrative Agent, each of the Lenders, each of the Borrowers and all other parties to the
transactions contemplated hereunder (collectively, the "Parties") hereby agree that all Parties (and each employee, representative, or other agent of
such Parties) may disclose to any and all persons, without limitation of any kind, the U.S. "tax treatment" or "tax structure" (in each case, within the meaning of Treasury Regulation
section 1.6011-4) of the transactions contemplated hereunder and all materials of any kind (including opinions or other tax analyses) that are provided to such Parties relating to
such U.S. "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation section 1.6011-4); provided,
that to the extent any Information relates to the " tax treatment" or "tax structure" and contains other information, this paragraph shall only apply to the information relating to the "tax treatment"
or "tax structure"; provided, however, that no Party shall disclose any information to the extent that
such disclosure would result in a violation of any Federal or state securities law. This authorization is not intended to permit disclosure of any other information, including (without limitation)
(i) any portion of any materials to the extent not necessary to understanding the "tax treatment" or "tax structure" of the transactions contemplated hereunder, (ii) the identities of
the participants or potential participants in any transaction contemplated hereunder, (iii) the existence or status of any negotiations, (iv) any pricing or financial information (except
to the extent such pricing or financial information is necessary to understanding the "tax treatment" or "tax structure" of the transactions contemplated hereunder), or (v) any other term or
detail not necessary to understanding the "tax treatment" or "tax structure" of the transactions contemplated hereunder. The intent of this provision is that the transactions contemplated by the Loan
Documents are not treated as having been offered under conditions of confidentiality for purposes of Treasury Regulations section 1.6011-4(b)(3)(i). 





        3.    Fees.    In consideration of the execution of this Agreement by Administrative Agent and the Required Lenders,
Company hereby agrees to pay to each Lender which executes and delivers this Agreement on or prior to 5:00 p.m. (New York City time) July 22, 2003 a fee (the
"Amendment Fee") in an amount equal to (a) such Lender's Multicurrency Revolving Commitment as in effect on the First Amendment Effective Date  plus
the Dollar Equivalent of such Lender's Canadian Revolving Commitment as in effect on the First Amendment Effective Date  plus the Dollar Equivalent aggregate outstanding principal amount of such Lender's
Term Loans in effect on the First Amendment Effective Date multiplied
by (b) 0.05%. 


3





 

        4.    Representations and Warranties.    In order to induce Administrative Agent and the Lenders to enter into this
Agreement, each of Company and European Holdco hereby represents and warrants to Administrative Agent and the Lenders, in each case after giving effect to this Agreement, 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 Agreement and all agreements, documents and instruments executed and delivered pursuant to this Agreement. 


        (b)   This
Agreement 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 Agreement 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 and performance by Company, European Holdco or any other Credit Party of this Agreement and all
agreements, documents and instruments executed and delivered pursuant to this Agreement. 


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


        5.    Conditions to Effectiveness of Amendment.    This Amendment shall become effective on the date (the
"First Amendment Effective Date") each of the following conditions precedent is satisfied: 



        (a)    Execution and Delivery of Amendment.    Company, European Holdco, Administrative Agent and the Required Lenders
shall have executed and delivered this Agreement. 


        (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 A attached hereto. 



        (c)    Payment of First Amendment Effective Date Amendment Fee.    Company shall have paid in full to Administrative
Agent the Amendment Fee required by Section 3 hereof. 


        (d)    Representations and Warranties.    The representations and warranties of Company, European Holdco and the other
Credit Parties contained in this Amendment, the Credit Agreement and the other Loan Documents shall be true and correct in all material respects as of the First Amendment Effective Date, with the same
effect as though made on such 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). 


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


4





 



        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, counsel to the 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 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. 



        (h)    Reaffirmation of Guaranty.    Company undertakes to deliver to Administrative Agent, on or before
August 31, 2003, a Reaffirmation of Guaranty executed by a Responsible Officer of each of the Guarantors (other than Company) in the form of Exhibit B attached hereto. 


[Signature
Page Follows] 


5








        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/  SCOTT C. MORRISON      

	 	 	Name:  Scott C. Morrison

Title:    Vice President and Treasurer
	

 	
 	

BALL EUROPEAN HOLDINGS, SARL
	

 	
 	

By:	
 	

/s/  CHARLES E. BAKER      

	 	 	Name:  Charles E. Baker

Title:    Manager
	

 	
 	

DEUTSCHE BANK AG, NEW YORK BRANCH, in its individual capacity and as Administrative Agent
	

 	
 	

By:	
 	

/s/  M.A. ORLANDO      

	 	 	Name:  Marco Orlando

Title:    Director
	

 	
 	

By:	
 	

/s/  CHARLES P. FERRIS      

	 	 	Name:  Charles P. Ferris

Title:    Assistant Vice President
	

 	
 	

DEUTSCHE BANK AG, CANADA BRANCH
	

 	
 	

By:	
 	

/s/  JOHN MAYNARD      

	 	 	Name:  John Maynard

Title:    Chief Financial Officer
	

 	
 	

By:	
 	

/s/  MARCELLUS LEUNG      

	 	 	Name:  Marcellus Leung

Title:    Assistant Vice President
	 	 	 	 	 








	

 	
 	

ALLSTATE LIFE INSURANCE COMPANY
	

 	
 	

By:	
 	

/s/  CHRIS GOERGEN      

	 	 	Name:  Chris Goergen

Title:    Authorized Signatory
	

 	
 	

By:	
 	

/s/  JERRY ZINKULA      

	 	 	Name:  Jerry Zinkula

Title:    Authorized Signatory
	

 	
 	

AIMCO CDO SERIES 2000-A
	

 	
 	

By:	
 	

/s/  CHRIS GOERGEN      

	 	 	Name:  Chris Goergen

Title:    Authorized Signatory
	

 	
 	

By:	
 	

/s/  JERRY ZINKULA      

	 	 	Name:  Jerry Zinkula

Title:    Authorized Signatory
	

 	
 	

AIMCO CLO SERIES 2001-A
	

 	
 	

By:	
 	

/s/  CHRIS GOERGEN      

	 	 	Name:  Chris Goergen

Title:    Authorized Signatory
	

 	
 	

By:	
 	

/s/  JERRY ZINKULA      

	 	 	Name:  Jerry Zinkula

Title:    Authorized Signatory
	

 	
 	

PPM AMERICA, INC., as Attorney-in-fact,

On Behalf of Jackson National Life Insurance Company
	

 	
 	

By:	
 	

/s/  DAVID C. WAGNER      

	 	 	Name:  David C. Wagner

Title:    Managing Director
	 	 	 	 	 








	

 	
 	

PPM SPYGLASS FUNDING TRUST
	

 	
 	

By:	
 	

/s/  ANN E. MORRIS      

	 	 	Name:  Ann E. Morris

Title:    Authorized Agent
	

 	
 	

PPM SHADOW CREEK FUNDING LLC
	

 	
 	

By:	
 	

/s/  ANN E. MORRIS      

	 	 	Name:  Ann E. Morris

Title:    Assistant Vice President
	

 	
 	

NEW YORK LIFE INSURANCE COMPANY
	

 	
 	

By:	
 	

/s/  F. DAVID MELKE      

	 	 	Name:  F. David Melke

Title:    Investment Vice President
	

 	
 	

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
	

 	
 	

By:	
 	

/s/  GARETH MAGEE      

	 	 	Name:  Gareth Magee

Title:    Authorized Signatory
	

 	
 	

By:	
 	

/s/  TOM HAYES      

	 	 	Name:  Tom Hayes

Title:    Authorized Signatory
	

 	
 	

WINGED FOOT FUNDING TRUST
	

 	
 	

By:	
 	

/s/  ANN E. MORRIS      

	 	 	Name:  Ann E. Morris

Title:    Authorized Agent
	

 	
 	

JUPITER LOAN FUNDING LLC
	

 	
 	

By:	
 	

/s/  ANN E. MORRIS      

	 	 	Name:  Ann E. Morris

Title:    Assistant Vice President
	 	 	 	 	 







	

 	
 	

AMERICAN EXPRESS CERTIFICATE COMPANY
	

 	
 	

By:	
 	

American Express Asset Management Group, Inc. as Collateral Manager
	

 	
 	

By:	
 	

/s/  MICHELLE KEELEY      

	 	 	Name:  Michelle Keeley

Title:    Senior Vice President—Fixed Income Investments
	

 	
 	

IDS LIFE INSURANCE COMPANY
	

 	
 	

By:	
 	

American Express Asset Management Group, Inc. as Collateral Manager
	

 	
 	

By:	
 	

/s/  MICHELLE KEELEY      

	 	 	Name:  Michelle Keeley

Title:    Senior Vice President—Fixed Income Investments
	

 	
 	

HEWETT'S ISLAND CDO, LTD
	

 	
 	

By:	
 	

/s/  PETER M. CAMPO      

	 	 	Name:  Peter M. Campo, CFA

Title:    Analyst
	

 	
 	

THE BANK OF NOVA SCOTIA
	

 	
 	

By:	
 	

/s/  P.J. ARMSTRONG      

	 	 	Name:  P.J. Armstrong

Title:    Vice President and Centre Manager
	

 	
 	

RMF EURO CDO S.A.
	

 	
 	

By:	
 	

/s/  H. NEWMAN      

	 	 	Name:  H. Newman

Title:    
	 	 	 	 	 







	

 	
 	

DAVID L. BABSON & CO. INC.

as Collateral Manager for:

ELC (Cayman) Ltd. CDO Series 1999-1
	

 	
 	

By:	
 	

/s/  GLENN P. DUFFY      

	 	 	Name:  Glenn P. Duffy, CPA

Title:    Managing Director
	

 	
 	

TORONTO DOMINION (NEW YORK), INC.
	

 	
 	

By:	
 	

/s/  GWEN ZIRKLE      

	 	 	Name:  Gwen Zirkle

Title:    Vice President
	

 	
 	

BANCA POPOLARE DI LODI SCARL LONDON BRANCH
	

 	
 	

By:	
 	

/s/  L.K. CHAN      

	 	 	Name:  L.K. Chan

Title:    Manager
	

 	
 	

By:	
 	

/s/  JOHN SIDHOM      

	 	 	Name:  John Sidhom

Title:    Manager
	

 	
 	

ARES IV CLO LTD.
	

 	
 	

By:	
 	

Ares CLO Management IV, L.P., Investment Manager
	

 	
 	

By:	
 	

Ares CLO GP IV, LLC, Its Managing Member
	

 	
 	

By:	
 	

/s/  CHRISTOPHER N. JACOBS      

	 	 	Name:  Christopher N. Jacobs

Title:    Vice President
	 	 	 	 	 








	

 	
 	

ARES VI CLO LTD.
	

 	
 	

By:	
 	

Ares CLO Management VI, L.P., Investment Manager
	

 	
 	

By:	
 	

Ares CLO GP VI, LLC, Its Managing Member
	

 	
 	

By:	
 	

/s/  CHRISTOPHER N. JACOBS      

	 	 	Name:  Christopher N. Jacobs

Title:    Vice President
	

 	
 	

ARES VII CLO LTD.
	

 	
 	

By:	
 	

Ares CLO Management VII, L.P., Investment Manager
	

 	
 	

By:	
 	

Ares CLO GP VII, LLC, Its General Partner
	

 	
 	

By:	
 	

/s/  CHRISTOPHER N. JACOBS      

	 	 	Name:  Christopher N. Jacobs

Title:    Vice President
	

 	
 	

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
	

 	
 	

By:	
 	

David L. Babson & Company Inc. as Investment Adviser
	

 	
 	

By:	
 	

/s/  GLENN P. DUFFY      

	 	 	Name:  Glenn P. Duffy, CFA

Title:    Managing Director
	

 	
 	

APEX (IDM) CDO I, LTD.
	

 	
 	

By:	
 	

David L. Babson & Company Inc. as Collateral Manager
	

 	
 	

By:	
 	

/s/  GLENN P. DUFFY      

	 	 	Name:  Glenn P. Duffy, CFA

Title:    Managing Director
	 	 	 	 	 








	

 	
 	

BABSON CLO LTD. 2003-I
	

 	
 	

By:	
 	

David L. Babson & Company Inc. as Manager
	

 	
 	

By:	
 	

/s/  GLENN P. DUFFY      

	 	 	Name:  Glenn P. Duffy, CFA

Title:    Managing Director
	

 	
 	

BILL & MELINDA GATES FOUNDATION
	

 	
 	

By:	
 	

David L. Babson & Company Inc. as Investment Manager
	

 	
 	

By:	
 	

/s/  GLENN P. DUFFY      

	 	 	Name:  Glenn P. Duffy

Title:    Managing Director
	

 	
 	

ELC (CAYMAN) LTD.
	

 	
 	

By:	
 	

David L. Babson & Company Inc. as Collateral Manager
	

 	
 	

By:	
 	

/s/  GLENN P. DUFFY      

	 	 	Name:  Glenn P. Duffy, CFA

Title:    Managing Director
	

 	
 	

ELC (CAYMAN) LTD. 1999-II
	

 	
 	

By:	
 	

David L. Babson & Company Inc. as Collateral Manager
	

 	
 	

By:	
 	

/s/  GLENN P. DUFFY, CFA      

	 	 	Name:  Glenn P. Duffy, CFA

Title:    Managing Director
	 	 	 	 	 







	

 	
 	

ELC (CAYMAN) LTD. 1999-III
	

 	
 	

By:	
 	

David L. Babson & Company Inc. as Collateral Manager
	

 	
 	

By:	
 	

/s/  GLENN P. DUFFY      

	 	 	Name:  Glenn P. Duffy, CFA

Title:    Managing Director
	

 	
 	

SUFFIELD CLO, LIMITED
	

 	
 	

By:	
 	

David L. Babson & Company Inc. as Collateral Manager
	

 	
 	

By:	
 	

/s/  GLENN P. DUFFY      

	 	 	Name:  Glenn P. Duffy, CFA

Title:    Managing Director
	

 	
 	

TRYON CLO LTD. 2000-I
	

 	
 	

By:	
 	

David L. Babson & Company Inc. as Collateral Manager
	

 	
 	

By:	
 	

/s/  GLENN P. DUFFY      

	 	 	Name:  Glenn P. Duffy, CFA

Title:    Managing Director
	

 	
 	

SCOTIABANK EUROPE PLC
	

 	
 	

By:	
 	

/s/  J.A. FLEKER      

	 	 	Name:  J.A. Fleker

Title:    Director
	

 	
 	

CREDIT LYONNAIS NEW YORK BRANCH
	

 	
 	

By:	
 	

/s/  JAMES GIBSON      

	 	 	Name:  James Gibson

Title:    Senior Vice President
	 	 	 	 	 








	

 	
 	

RZB FINANCE LLC, CONNECTICUT OFFICE
	

 	
 	

By:	
 	

/s/  JOHN A. VALISKA      

	 	 	Name:  John A. Valiska

Title:    Group Vice President
	

 	
 	

By:	
 	

/s/  CHRISTOPH HOEDL      

	 	 	Name:  Christoph Hoedl

Title:    Vice President
	

 	
 	

PILGRIM CLO 1999-1 LTD.
	

 	
 	

By:	
 	

ING Investments, LLC as its investment manager
	

 	
 	

By:	
 	

/s/  CHARLES E. LEMIEUX      

	 	 	Name:  Charles E. LeMieux, CFA

Title:    Vice President
	

 	
 	

SEQUILS—PILGRIM I, LTD.
	

 	
 	

By:	
 	

ING Investments, LLC as its investment manager
	

 	
 	

By:	
 	

/s/  CHARLES E. LEMIEUX      

	 	 	Name:  Charles E. LeMieux, CFA

Title:    Vice President
	

 	
 	

CENTURION CDO II, LTD.
	

 	
 	

By:	
 	

American Express Asset Management Group Inc. as Collateral Manager
	

 	
 	

By:	
 	

/s/  LEANNE SLAVRAKIS      

	 	 	Name:  Leanne Slavrakis

Title:    Director—Operations
	 	 	 	 	 







	

 	
 	

SEQUILS—CENTURION V, LTD.
	

 	
 	

By:	
 	

American Express Asset Management Group Inc. as Collateral Manager
	

 	
 	

By:	
 	

/s/  LEANNE SLAVRAKIS      

	 	 	Name:  Leanne Slavrakis

Title:    Director—Operations
	

 	
 	

CENTURION CDO VI, LTD.
	

 	
 	

By:	
 	

American Express Asset Management Group, Inc. as Collateral Manager
	

 	
 	

By:	
 	

/s/  LEANNE SLAVRAKIS      

	 	 	Name:  Leanne Slavrakis

Title:    Director—Operations
	

 	
 	

SENIOR DEBT PORTFOLIO
	

 	
 	

By:	
 	

Boston Management and Research as Investment Advisor
	

 	
 	

By:	
 	

/s/  MICHEAL BOTTHOF      

	 	 	Name:  Micheal Botthof

Title:    Vice President
	

 	
 	

EATON VANCE SENIOR INCOME TRUST
	

 	
 	

By:	
 	

Eaton Vance Management as Investment Advisor
	

 	
 	

By:	
 	

/s/  MICHEAL BOTTHOF      

	 	 	Name:  Micheal Botthof

Title:    Vice President
	 	 	 	 	 







	

 	
 	

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
	

 	
 	

By:	
 	

Eaton Vance Management as Investment Advisor
	

 	
 	

By:	
 	

/s/  MICHEAL BOTTHOF      

	 	 	Name:  Micheal Botthof

Title:    Vice President
	

 	
 	

OXFORD STRATEGIC INCOME FUND
	

 	
 	

By:	
 	

Eaton Vance Management as Investment Advisor
	

 	
 	

By:	
 	

/s/  MICHEAL BOTTHOF      

	 	 	Name:  Micheal Botthof

Title:    Vice President
	

 	
 	

EATON VANCE CDO III, LTD.
	

 	
 	

By:	
 	

Eaton Vance Management as Investment Advisor
	

 	
 	

By:	
 	

/s/  MICHEAL BOTTHOF      

	 	 	Name:  Micheal Botthof

Title:    Vice President
	

 	
 	

EATON VANCE CDO IV, LTD.
	

 	
 	

By:	
 	

Eaton Vance Management as Investment Advisor
	

 	
 	

By:	
 	

/s/  MICHEAL BOTTHOF      

	 	 	Name:  Micheal Botthof

Title:    Vice President
	 	 	 	 	 







	

 	
 	

COSTANTINUS EATON VANCE CDO V, LTD.
	

 	
 	

By:	
 	

Eaton Vance Management as Investment Advisor
	

 	
 	

By:	
 	

/s/  MICHEAL BOTTHOF      

	 	 	Name:  Micheal Botthof

Title:    Vice President
	

 	
 	

GRAYSON & CO.
	

 	
 	

By:	
 	

Boston Management and Research as Investment Advisor
	

 	
 	

By:	
 	

/s/  MICHEAL BOTTHOF      

	 	 	Name:  Micheal Botthof

Title:    Vice President
	

 	
 	

BIG SKY SENIOR LOAN FUND, LTD.
	

 	
 	

By:	
 	

Eaton Vance Management as Investor Advisor
	

 	
 	

By:	
 	

/s/  MICHEAL BOTTHOF      

	 	 	Name:  Micheal Botthof

Title:    Vice President
	

 	
 	

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
	

 	
 	

By:	
 	

/s/  DOUGLAS I. GLICKMAN      

	 	 	Name:  Douglas I. Glickman

Title:    Vice President
	

 	
 	

By:	
 	

/s/  ISABEL S. ZEISSIG      

	 	 	Name:  Isabel S. Zeissig

Title:    Assistant Vice President
	 	 	 	 	 







	

 	
 	

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	

 	
 	

By:	
 	

Prudential Investment Management, Inc. As Collateral Manager
	

 	
 	

By:	
 	

/s/  JILL BAUM      

	 	 	Name:  Jill Baum

Title:    Vice President
	

 	
 	

DRYDEN III LEVERAGED LOAN CDO 2002
	

 	
 	

By:	
 	

Prudential Investment Management, Inc., As Collateral Manager
	

 	
 	

By:	
 	

/s/  JILL BAUM      

	 	 	Name:  Jill Baum

Title:    Vice President
	

 	
 	

DRYDEN LEVERAGE LOAN CDO 2002-II
	

 	
 	

By:	
 	

Prudential Investment Management, Inc., As Collateral Manager
	

 	
 	

By:	
 	

/s/  JILL BAUM      

	 	 	Name:  Jill Baum

Title:    Vice President
	

 	
 	

GENERAL ELECTRIC CAPITAL CORPORATION
	

 	
 	

By:	
 	

/s/  BRIAN P. SCHWINN      

	 	 	Name:  Brian P. Schwinn

Title:    Duly Authorized Signatory
	

 	
 	

BANK ONE, NA
	

 	
 	

By:	
 	

/s/  KAREN C. RYAN      

	 	 	Name:  Karen C. Ryan

Title:    Director
	 	 	 	 	 








	

 	
 	

SUMITOMO MITSUI BANKING CORPORATION
	

 	
 	

By:	
 	

/s/  SURESH TATA      

	 	 	Name:  Suresh Tata

Title:    Senior Vice President
	

 	
 	

THE BANK OF TOKYO-MITSUBISHI, LTD.

Chicago Branch
	

 	
 	

By:	
 	

/s/  SHINICHIRO MUNECHIKA      

	 	 	Name:  Shinichiro Munechika

Title:    Deputy General Manager
	

 	
 	

ADDISON CDO, LIMITED (#1279)
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

By:	
 	

/s/  MOHAN V. PHANSALKAR      

	 	 	Name:  Mohan V. Phansalkar

Title:    Executive Vice President
	

 	
 	

ATHENA CDO, LIMITED (#1277)
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

By:	
 	

/s/  MOHAN V. PHANSALKAR      

	 	 	Name:  Mohan V. Phansalkar

Title:    Executive Vice President
	

 	
 	

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

 	
 	

By:	
 	

/s/  DAVID DYER      

	 	 	Name:  David Dyer

Title:    Director
	 	 	 	 	 







	

 	
 	

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

 	
 	

By:	
 	

/s/  DAVID DYER      

	 	 	Name:  David Dyer

Title:    Director
	

 	
 	

DELANO COMPANY (#274)
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

By:	
 	

/s/  MOHAN V. PHANSALKAR      

	 	 	Name:  Mohan V. Phansalkar

Title:    Executive Vice President
	

 	
 	

INTERCONTINENTAL CDO S.A. (#1284)
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

By:	
 	

/s/  MOHAN V. PHANSALKAR      

	 	 	Name:  Mohan V. Phansalkar

Title:    Executive Vice President
	

 	
 	

JISSEKIKUN FUNDING, LTD. (#1288)
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

By:	
 	

/s/  MOHAN V. PHANSALKAR      

	 	 	Name:  Mohan V. Phansalkar

Title:    Executive Vice President
	 	 	 	 	 







	

 	
 	

PIMCO HIGH YIELD FUND (#705)
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor for the PIMCO High Yield Fund, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO
	

 	
 	

By:	
 	

/s/  MOHAN V. PHANSALKAR      

	 	 	Name:  Mohan V. Phansalkar

Title:    Executive Vice President
	

 	
 	

SEQUILS-MAGNUM. LTD. (#1280)
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

By:	
 	

/s/  MOHAN V. PHANSALKAR      

	 	 	Name:  Mohan V. Phansalkar

Title:    Executive Vice President
	

 	
 	

WAVELAND—INGOTS, LTD. (#2006)
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

By:	
 	

/s/  MOHAN V. PHANSALKAR      

	 	 	Name:  Mohan V. Phansalkar

Title:    Executive Vice President
	

 	
 	

WRIGLEY CDO, LTD. (#1285)
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

By:	
 	

/s/  MOHAN V. PHANSALKAR      

	 	 	Name:  Mohan V. Phansalkar

Title:    Executive Vice President
	 	 	 	 	 







	

 	
 	

TCW SELECT LOAN FUND, LIMITED
	

 	
 	

By:	
 	

TCW Advisors, Inc. as its Collateral Manager
	

 	
 	

By:	
 	

/s/  G. STEVEN KALIN      

	 	 	Name:  G. Steven Kalin

Title:    Senior Vice President
	

 	
 	

By:	
 	

/s/  JONATHAN R. INSULL      

	 	 	Name:  Jonathan R. Insull

Title:    Managing Director
	

 	
 	

SEQUILS IV, LTD.
	

 	
 	

By:	
 	

TCW Advisors, Inc. as its Collateral Manager
	

 	
 	

By:	
 	

/s/  JONATHAN R. INSULL      

	 	 	Name:  Jonathan R. Insull

Title:    Managing Director
	

 	
 	

By:	
 	

/s/  G. STEVEN KALIN      

	 	 	Name:  G. Steven Kalin

Title:    Senior Vice President
	

 	
 	

SEQUILS I, LTD.
	

 	
 	

By:	
 	

TCW Advisors, Inc. as its Collateral Manager
	

 	
 	

By:	
 	

/s/  JONATHAN R. INSULL      

	 	 	Name:  Jonathan R. Insull

Title:    Managing Director
	

 	
 	

By:	
 	

/s/  G. STEVEN KALIN      

	 	 	Name:  G. Steven Kalin

Title:    Senior Vice President
	 	 	 	 	 







	

 	
 	

C-SQUARED CDO LTD.
	

 	
 	

By:	
 	

TCW Advisors, Inc. as its Portfolio Manager
	

 	
 	

By:	
 	

/s/  G. STEVEN KALIN      

	 	 	Name:  G. Steven Kalin

Title:    Senior Vice President
	

 	
 	

BAVARIA TRR CORPORATION
	

 	
 	

By:	
 	

/s/  LORI GEBRON      

	 	 	Name:  Lori Gebron

Title:    Vice President
	

 	
 	

KZH CNC LLC
	

 	
 	

By:	
 	

/s/  DORIAN HERRERA      

	 	 	Name:  Dorian Herrera

Title:    Authorized Agent
	

 	
 	

KZH CRESCENT LLC
	

 	
 	

By:	
 	

/s/  DORIAN HERRERA      

	 	 	Name:  Dorian Herrera

Title:    Authorized Agent
	

 	
 	

KZH CRESCENT-2 LLC
	

 	
 	

By:	
 	

/s/  DORIAN HERRERA      

	 	 	Name:  Dorian Herrera

Title:    Authorized Agent
	

 	
 	

KZH CRESCENT-3 LLC
	

 	
 	

By:	
 	

/s/  DORIAN HERRERA      

	 	 	Name:  Dorian Herrera

Title:    Authorized Agent
	 	 	 	 	 







	

 	
 	

KZH CYPRESSTREE-1 LLC
	

 	
 	

By:	
 	

/s/  DORIAN HERRERA      

	 	 	Name:  Dorian Herrera

Title:    Authorized Agent
	

 	
 	

KZH ING-2 LLC
	

 	
 	

By:	
 	

/s/  DORIAN HERRERA      

	 	 	Name:  Dorian Herrera

Title:    Authorized Agent
	

 	
 	

KZH SOLEIL LLC
	

 	
 	

By:	
 	

/s/  DORIAN HERRERA      

	 	 	Name:  Dorian Herrera

Title:    Authorized Agent
	

 	
 	

KZH SOLEIL-2 LLC
	

 	
 	

By:	
 	

/s/  DORIAN HERRERA      

	 	 	Name:  Dorian Herrera

Title:    Authorized Agent
	

 	
 	

KZH STERLING LLC
	

 	
 	

By:	
 	

/s/  DORIAN HERRERA      

	 	 	Name:  Dorian Herrera

Title:    Authorized Agent
	

 	
 	

KZH WATERSIDE LLC
	

 	
 	

By:	
 	

/s/  DORIAN HERRERA      

	 	 	Name:  Dorian Herrera

Title:    Authorized Agent
	 	 	 	 	 








	

 	
 	

AERIES FINANCE-II LTD.
	

 	
 	

By:	
 	

INVESCO Senior Secured Management, Inc.

As Sub-Managing Agent
	

 	
 	

By:	
 	

/s/  JOSEPH ROTONDO      

	 	 	Name:  Joseph Rotondo

Title:    Authorized Signatory
	

 	
 	

AVALON CAPITAL LTD.
	

 	
 	

By:	
 	

INVESCO Senior Secured Management, Inc.

As Portfolio Advisor
	

 	
 	

By:	
 	

/s/  JOSEPH ROTONDO      

	 	 	Name:  Joseph Rotondo

Title:    Authorized Signatory
	

 	
 	

AVALON CAPITAL LTD. 2
	

 	
 	

By:	
 	

INVESCO Senior Secured Management, Inc.

As Portfolio Advisor
	

 	
 	

By:	
 	

/s/  JOSEPH ROTONDO      

	 	 	Name:  Joseph Rotondo

Title:    Authorized Signatory
	

 	
 	

OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD.
	

 	
 	

By:	
 	

INVESCO Senior Secured Management, Inc.

As Subadvisor
	

 	
 	

By:	
 	

/s/  JOSEPH ROTONDO      

	 	 	Name:  Joseph Rotondo

Title:    Authorized Signatory







	

 	
 	

CHARTER VIEW PORTFOLIO
	

 	
 	

By:	
 	

INVESCO Senior Secured Management, Inc.

As Investment Advisor
	

 	
 	

By:	
 	

/s/  JOSEPH ROTONDO      

	 	 	Name:  Joseph Rotondo

Title:    Authorized Signatory
	

 	
 	

DIVERSIFIED CREDIT PORTFOLIO LTD.
	

 	
 	

By:	
 	

INVESCO Senior Secured Management, Inc.

As Investment Advisor
	

 	
 	

By:	
 	

/s/  JOSEPH ROTONDO      

	 	 	Name:  Joseph Rotondo

Title:    Authorized Signatory
	

 	
 	

AIM FLOATING RATE FUND
	

 	
 	

By:	
 	

INVESCO Senior Secured Management, Inc.

As Attorney in fact
	

 	
 	

By:	
 	

/s/  JOSEPH ROTONDO      

	 	 	Name:  Joseph Rotondo

Title:    Authorized Signatory
	

 	
 	

INVESCO CBO 2000-1 LTD.
	

 	
 	

By:	
 	

INVESCO Senior Secured Management, Inc.

As Portfolio Advisor
	

 	
 	

By:	
 	

/s/  JOSEPH ROTONDO      

	 	 	Name:  Joseph Rotondo

Title:    Authorized Signatory
	 	 	 	 	 







	

 	
 	

INVESCO EUROPEAN CDO I S.A.
	

 	
 	

By:	
 	

INVESCO Senior Secured Management, Inc.

As Collateral Advisor
	

 	
 	

By:	
 	

/s/  JOSEPH ROTONDO      

	 	 	Name:  Joseph Rotondo

Title:    Authorized Signatory
	

 	
 	

SARATOGA CLO I, LIMITED
	

 	
 	

By:	
 	

INVESCO Senior Secured Management, Inc.

As Asset Advisor
	

 	
 	

By:	
 	

/s/  JOSEPH ROTONDO      

	 	 	Name:  Joseph Rotondo

Title:    Authorized Signatory
	

 	
 	

SEQUILS-LIBERTY, LTD.
	

 	
 	

By:	
 	

INVESCO Senior Secured Management, Inc.

As Collateral Manager
	

 	
 	

By:	
 	

/s/  JOSEPH ROTONDO      

	 	 	Name:  Joseph Rotondo

Title:    Authorized Signatory
	

 	
 	

FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND (161)
	

 	
 	

By:	
 	

/s/  JOHN H. COSTELLO      

	 	 	Name:  John H. Costello

Title:    Assistant Treasurer
	

 	
 	

BANK OF AMERICA, N.A.
	

 	
 	

By:	
 	

/s/  BRIAN D. CORUM      

	 	 	Name:  Brian D. Corum

Title:    Managing Director
	 	 	 	 	 








	

 	
 	

EAST WEST BANK
	

 	
 	

By:	
 	

/s/  NANCY A. MOORE      

	 	 	Name:  Nancy A. Moore

Title:    Senior Vice President
	

 	
 	

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
	

 	
 	

By:	
 	

New York Life Investment Management, LLC, Its Investment Manager
	

 	
 	

By:	
 	

/s/  F. DAVID MELKA      

	 	 	Name:  F. David Melka

Title:    Vice President
	

 	
 	

ALCENTRA LTD. AS INVESTMENT ADVISER TO JUBILEE CDO II BV
	

 	
 	

By:	
 	

/s/  PAUL HATFIELD      

	 	 	Name:  Paul Hatfield

Title:    Portfolio Manager
	

 	
 	

SEQUILS-GLACE BAY, LTD.
	

 	
 	

By:	
 	

Royal Bank of Canada as Collateral Manager
	

 	
 	

By:	
 	

/s/  MELISSA MARANO      

	 	 	Name:  Melissa Marano

Title:    Partner
	

 	
 	

PB CAPITAL CORPORATION
	

 	
 	

By:	
 	

/s/  ANDREW L. SHIPMAN      

	 	 	Name:  Andrew L. Shipman

Title:    Assistant Vice President
	

 	
 	

By:	
 	

/s/  TYLER J. MCCARTHY      

	 	 	Name:  Tyler J. McCarthy

Title:    Vice President
	 	 	 	 	 







	

 	
 	

HANOVER SQUARE CLO LTD.
	

 	
 	

By:	
 	

Blackstone Debt Advisors L.P. As Collateral Manager
	

 	
 	

By:	
 	

/s/  DEAN CRIARES      

	 	 	Name:  Dean Criares

Title:    Managing Director
	

 	
 	

GULF STREAM-COMPASS CLO 2002-I, LTD.
	

 	
 	

By:	
 	

Gulf Stream Asset Management, LLC
	

 	
 	

By:	
 	

/s/  BARRY K. LOVE      

	 	 	Name:  Barry K. Love

Title:    Chief Credit Officer
	

 	
 	

LEOPARD CLO I, BV
	

 	
 	

By:	
 	

/s/  MIKE RAMSAY      

	 	 	Name:  Mike Ramsay

Title:    Portfolio Manager
	

 	
 	

AIB DEBT MANAGEMENT LTD.
	

 	
 	

By:	
 	

/s/  RIMA TERRADISTA      

	 	 	Name:  Rima Terradista

Title:    Senior Vice President
	

 	
 	

By:	
 	

/s/  JOHN FARRACE      

	 	 	Name:  John Farrace

Title:    Senior Vice President
	

 	
 	

COBANK, ACB
	

 	
 	

By:	
 	

/s/  S. RICHARD DILL      

	 	 	Name:  S. Richard Dill

Title:    Vice President
	 	 	 	 	 







	

 	
 	

KEYBANK NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

/s/  THOMAS J. PURCELL      

	 	 	Name:  Thomas J. Purcell

Title:    Senior Vice President
	

 	
 	

WELLS FARGO BANK, NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

/s/  RANDALL SCHMIDT      

	 	 	Name:  Randall Schmidt

Title:    Vice President
	

 	
 	

IKB CAPITAL CORPORATION
	

 	
 	

By:	
 	

/s/  DAVID N. SNYDER      

	 	 	Name:  David N. Snyder

Title:    President
	

 	
 	

BANK LEUMI USA
	

 	
 	

By:	
 	

/s/  JOUNG HEE HONG      

	 	 	Name:  Joung Hee Hong

Title:    Vice President
	

 	
 	

SUNTRUST BANK
	

 	
 	

By:	
 	

/s/  BRIAN M. DAVIS      

	 	 	Name:  Brian M. Davis

Title:    Director
	

 	
 	

THE BANK OF NEW YORK
	

 	
 	

By:	
 	

/s/  ROBERT BESSER      

	 	 	Name:  Robert Besser

Title:    Vice President
	 	 	 	 	 







	

 	
 	

FRANKLIN CLO IV, LIMITED
	

 	
 	

By:	
 	

/s/  DAVID ARDINI      

	 	 	Name:  David Ardini

Title:    Vice President
	

 	
 	

OCTAGON INVESTMENT PARTNERS II, LLC
	

 	
 	

By:	
 	

Octagon Credit Investors, LLC as sub-investment manager
	

 	
 	

By:	
 	

/s/  MICHAEL B. NECHAMKIN      

	 	 	Name:  Michael B. Nechamkin

Title:    Portfolio Manager
	

 	
 	

OCTAGON INVESTMENT PARTNERS III, LTD.
	

 	
 	

By:	
 	

Octagon Credit Investors, LLC as Portfolio Manager
	

 	
 	

By:	
 	

/s/  MICHAEL B. NECHAMKIN      

	 	 	Name:  Michael B. Nechamkin

Title:    Portfolio Manager
	

 	
 	

OCTAGON INVESTMENT PARTNERS IV, LTD.
	

 	
 	

By:	
 	

Octagon Credit Investors, LLC as collateral manager
	

 	
 	

By:	
 	

/s/  MICHAEL B. NECHAMKIN      

	 	 	Name:  Michael B. Nechamkin

Title:    Portfolio Manager
	 	 	 	 	 







	

 	
 	

OCTAGON INVESTMENT PARTNERS V, LTD.
	

 	
 	

By:	
 	

Octagon Credit Investors, LLC as Portfolio Manager
	

 	
 	

By:	
 	

/s/  MICHAEL B. NECHAMKIN      

	 	 	Name:  Michael B. Nechamkin

Title:    Portfolio Manager
	

 	
 	

BNP PARIBAS
	

 	
 	

By:	
 	

/s/  SEAN T. CONLON      

	 	 	Name:  Sean T. Conlon

Title:    Managing Director
	

 	
 	

By:	
 	

/s/  TJALLING TORPSTRA      

	 	 	Name:  Tjalling Torpstra

Title:    Director
	

 	
 	

ERSTE BANK, NEW YORK BRANH
	

 	
 	

By:	
 	

/s/  GREGORY T. APTMAN      

	 	 	Name:  Gregory T. Aptman

Title:    Vice President
	

 	
 	

By:	
 	

/s/  BRYAN LYNCH      

	 	 	Name:  Bryan Lynch

Title:    First Vice President
	

 	
 	

COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH
	

 	
 	

By:	
 	

/s/  ROBERT M. MANDULA      

	 	 	Name:  Robert M. Mandula

Title:    Executive Director
	

 	
 	

By:	
 	

/s/  ANDRÉ BLOM      

	 	 	Name:  André Blom

Title:    Credit Risk Management
	 	 	 	 	 







	

 	
 	

NATEXIS BANQUES POPULAIRES
	

 	
 	

By:	
 	

/s/  FRANK H. MADDEN, JR.      

	 	 	Name:  Frank H. Madden, Jr.

Title:    Vice President & Group Manager
	

 	
 	

By:	
 	

/s/  YOSMERY D. ORTEGA      

	 	 	Name:  Yosmery D. Ortega

Title:    Associate
	

 	
 	

SUNAMERICA LIFE INSURANCE COMPANY
	

 	
 	

By:	
 	

/s/  STEVEN S. OH      

	 	 	Name:  Steven S. Oh

Title:    Managing Director
	

 	
 	

GALAXY CLO 1999-1, LTD.
	

 	
 	

By:	
 	

/s/  STEVEN S. OH      

	 	 	Name:  Steven S. Oh

Title:    Managing Director
	

 	
 	

GALAXY CLO 2003-1, LTD.
	

 	
 	

By:	
 	

AIG Global Investment Corp., it's Investment Advisor
	

 	
 	

By:	
 	

/s/  STEVEN S. OH      

	 	 	Name:  Steven S. Oh

Title:    Managing Director
	

 	
 	

THE NORTHERN TRUST COMPANY
	

 	
 	

By:	
 	

/s/  EDMUND H. LESTER      

	 	 	Name:  Edmund H. Lester

Title:    Vice President
	 	 	 	 	 







	

 	
 	

LEHMAN COMMERCIAL PAPER, INC.
	

 	
 	

By:	
 	

/s/  G. ANDREW KEITH      

	 	 	Name:  G. Andrew Keith

Title:    Authorized Signatory
	

 	
 	

HARCH CLO I, LTD.
	

 	
 	

By:	
 	

/s/  MICHAEL E. LEWITT      

	 	 	Name:  Michael E. Lewitt

Title:    Authorized Signatory
	

 	
 	

FLAGSHIP CLO II
	

 	
 	

By:	
 	

/s/  MARK S. PELLETIER      

	 	 	Name:  Mark S. Pelletier

Title:    Director
	

 	
 	

FLEET NATIONAL BANK FOR THE ACCOUNT OF THE FLAGSHIP FUND
	

 	
 	

By:	
 	

/s/  MARK S. PELLETIER      

	 	 	Name:  Mark S. Pelletier

Title:    Director
	

 	
 	

SEQUILS-CUMBERLAND I, LTD.
	

 	
 	

By:	
 	

Deerfield Capital Management LLC as its Collateral Manager
	

 	
 	

By:	
 	

/s/  DALE BURROW      

	 	 	Name:  Dale Burrow

Title:    Senior Vice President
	 	 	 	 	 







	

 	
 	

ROSEMONT CLO, LTD.
	

 	
 	

By:	
 	

Deerfield Capital Management LLC as its Collateral Manager
	

 	
 	

By:	
 	

/s/  DALE BURROW      

	 	 	Name:  Dale Burrow

Title:    Senior Vice President
	

 	
 	

FOREST CREEK CLO, LTD.
	

 	
 	

By:	
 	

Deerfield Capital Management LLC as its Collateral Manager
	

 	
 	

By:	
 	

/s/  DALE BURROW      

	 	 	Name:  Dale Burrow

Title:    Senior Vice President
	

 	
 	

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
	

 	
 	

By:	
 	

/s/  GARETH MAGEE      

	 	 	Name:  Gareth Magee

Title:    Authorized Signatory
	

 	
 	

By:	
 	

/s/  TOM HAYES      

	 	 	Name:  Tom Hayes

Title:    Authorized Signatory
	

 	
 	

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
	

 	
 	

By:	
 	

/s/  BRIAN SMITH      

	 	 	Name:  Brian Smith

Title:    Director
	

 	
 	

By:	
 	

/s/  BRIAN SCHNEIDER      

	 	 	Name:  Brian Schneider

Title:    Vice President
	 	 	 	 	 







	

 	
 	

SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill I—INGOTS, Ltd., as Term Lender
	

 	
 	

By:	
 	

/s/  DIANE J. EXTER      

	 	 	Name:  Diane J. Exter

Title:    Portfolio Manager
	

 	
 	

SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill II—INGOTS, Ltd., as Term Lender
	

 	
 	

By:	
 	

/s/  DIANE J. EXTER      

	 	 	Name:  Diane J. Exter

Title:    Portfolio Manager
	

 	
 	

SANKATY ADVISORS, LLC as Collateral Manager for Great Point CLO 1999-I Ltd., as Term Lender
	

 	
 	

By:	
 	

/s/  DIANE J. EXTER      

	 	 	Name:  Diane J. Exter

Title:    Portfolio Manager
	

 	
 	

SANKATY ADVISORS, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender
	

 	
 	

By:	
 	

/s/  DIANE J. EXTER      

	 	 	Name:  Diane J. Exter

Title:    Portfolio Manager
	

 	
 	

SANKATY ADVISORS, LLC as Collatearl Manager for Race Point II CLO, Limited, as Term Lender
	

 	
 	

By:	
 	

/s/  DIANE J. EXTER      

	 	 	Name:  Diane J. Exter

Title:    Portfolio Manager









 
 

EXHIBIT A
  
  CERTIFICATE OF OFFICER    
    


        I, the undersigned, the     Insert Title,     of Ball Corporation
("Company"), and     Insert Title     of Ball European Holdings, Sarl
("European Holdco"), in accordance with Section 5(b) of that certain First Amendment to Credit
Agreement dated as of July 22, 2003 (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, the following: 



	1.
	The
representations and warranties set forth in Section 4 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 (except as otherwise expressly waived by the Agreement) has occurred and is continuing after giving effect to the Agreement; and



	3.
	The
conditions of Section 5 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, the undersigned has duly executed and delivered on behalf of Company and European Holdco this Certificate of Officer on this 22nd day of July, 2003. 



	



BALL CORPORATION	

 	



BALL EUROPEAN HOLDINGS, SARL
	

By:	
 	

 
	
 	

By:	
 	

 

	

Name:	
 	

 
	
 	

Name:	
 	

 

	

Title:	
 	

 
	
 	

Title:	
 	

 










 
 

EXHIBIT B
  
  REAFFIRMATION OF GUARANTY    
    


        Each of the undersigned acknowledges receipt of a copy of the First Amendment to Credit Agreement (the
"Agreement"; capitalized terms used herein shall, unless otherwise defined herein, have the meanings provided in the Agreement) dated as of
July 22, 2003, by and among Ball Corporation ("Company"), Ball European Holdings, Sarl ("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 Agreement and
each of the transactions referenced in the Agreement and hereby reaffirms its obligations under any Guaranty to which it is a party. 


Dated
as of July 22, 2003. 



	 	 	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.
	

 	
 	

By:	


	 	 	Name:  Scott C. Morrison

Title:    Vice President
	

 	
 	

BALL PAN-EUROPEAN HOLDINGS, INC.
	

 	
 	

By:	


	 	 	Name:  Charles E. Baker

Title:    Assistant Secretary
	

 	
 	

BALL (FRANCE) HOLDINGS SAS
	

 	
 	

By:	


	 	 	Name:

Title:    
	 	 	 	 








	

 	
 	

BALL (FRANCE) INVESTMENT HOLDINGS SAS
	

 	
 	

By:	


	 	 	Name:

Title:    
	

 	
 	

BALL PACKAGING EUROPE BIERNE SAS
	

 	
 	

By:	


	 	 	Name:

Title:    
	

 	
 	

BALL PACKAGING EUROPE LA CIOTAT SAS
	

 	
 	

By:	


	 	 	Name:

Title:    
	

 	
 	

BALL (GERMANY) GMBH
	

 	
 	

By:	


	 	 	Name:

Title:    
	

 	
 	

BALL (GERMANY) KG
	

 	
 	

By:	


	 	 	Name:

Title:    
	

 	
 	

BALL PACKAGING EUROPE GMBH
	

 	
 	

By:	


	 	 	Name:

Title:    
	 	 	 	 








	

 	
 	

BALL PACKAGING EUROPE HERMSDORF GMBH
	

 	
 	

By:	


	 	 	Name:

Title:    
	

 	
 	

BALL (LUXEMBOURG) FINANCE S.A.R.L.
	

 	
 	

By:	


	 	 	Name:

Title:    
	

 	
 	

BALL EUROPEAN HOLDINGS SARL
	

 	
 	

By:	


	 	 	Name:

Title:    
	

 	
 	

BALL HOLDINGS S.A.R.L.
	

 	
 	

By:	


	 	 	Name:

Title:    
	

 	
 	

BALL INVESTMENT HOLDINGS, S.A.R.L.
	

 	
 	

By:	


	 	 	Name:

Title:    
	

 	
 	

BALL PACKAGING EUROPE HOLDING LIMITED
	

 	
 	

By:	


	 	 	Name:

Title:    
	 	 	 	 








	

 	
 	

BALL PACKAGING EUROPE UK LIMITED
	

 	
 	

By:	


	 	 	Name:

Title:    
	

 	
 	

BALL NORTH AMERICA, INC.
	

 	
 	

By:	


	 	 	Name:

Title:    











QuickLinks



Exhibit 10.27


FIRST AMENDMENT TO CREDIT AGREEMENT


EXHIBIT A CERTIFICATE OF OFFICER


EXHIBIT B REAFFIRMATION OF GUARANTY