EXHIBIT
10.1(e)  THIRD AMENDMENT AND
WAIVER  THIRD AMENDMENT AND WAIVER (this Amendment), dated
as of November 12, 2001, among CONSOLIDATED CONTAINER HOLDINGS LLC, a Delaware
limit ed liability company (Holdings), CONSOLIDATED
CONTAINER COMPANY LLC, a Delaware limited liability company (the Borrower),
the Banks party to the Credit Agreement referred to below (the Banks),
BANKERS TRUST COMPANY, as Administrative Agent (the Administrative Agent),
JPMORGAN CHASE BANK (successor by merger to Morgan Guaranty Trust Company of
New York), as Documentation Agent (the Documentation Agent), and CREDIT
SUISSE FIRST BOSTON (formerly known as Donaldson, Lufkin & Jenrette
Securities Corporation), as Syndication Agent (the Syndication Agent and,
together with the Administrative Agent and the Documentation Agent, the
Agents).  Unless otherwise indicated,
all capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.  W  I
T  N  E  S  S  E  T  H :  WHEREAS, Holdings, the Borrower, the Banks and the
Agents are parties to a Credit Agreement, dated as of July 1, 1999 (as
amended, restated, modified and/or supplemented to but not including the date
hereof, the Credit Agreement); and  WHEREAS, subject to the terms and conditions of this
Amendment, the Banks wish to grant certain waivers under the Credit Agreement
and the parties hereto wish to otherwise amend the Credit Agreement, in each
case as herein provided.  NOW, THEREFORE, it is agreed:  I.       Amendments.  1.             For the period (the Waiver Period) from the Third
Amendment Effective Date (as defined below) to and including the earlier of (i)
February 15, 2002 and (ii) the date, if any, that the Borrower violates any of
its agreements contained in this Amendment, the Banks hereby waive the
Borrowers obligation to comply with Sections 8.08, 8.09 and 8.10 of the Credit
Agreement, in each case with respect to the Test Periods ending on September
30, 2001 and December 31, 2001.  This waiver
shall have no force or effect upon the expiration of the Waiver Period at which
time all Events of Default that would have arisen (without giving effect to
this Amendment) as a result of the Borrowers failure to comply with the
aforementioned Sections shall exist and be continuing for all purposes under
the Credit Agreement and the other Credit Documents.  2.             Effective as of the Third Amendment Effective Date, (i)
the Total Revolving Loan Commitment shall be reduced from $90,000,000 to
$73,500,000 with the Revolving Loan Commitment (if any) of each Bank to be
reduced pro  rata based on the amount such Banks Revolving Loan
Commitment bears to the Total Revolving Loan Commitment, and (ii) the Total
Tranche 2 Revolving Loan Commitment shall be reduced from $45,062,500 to
$36,500,000, with the Tranche 2 Revolving Loan Commitment (if any) of each Bank
to be  1 
   reduced pro  rata
based on the amount such Banks Tranche 2 Revolving Loan Commitment bears to the
Total Tranche 2 Revolving Loan Commitment.  3.       In order to induce the Banks to enter into this Amendment, the
Borrower hereby agrees that notwithstanding anything to the contrary contained
in the Credit Agreement, at no time during the Waiver Period shall the sum of
(i) the aggregate principal amount of Revolving Loans and Swingline Loans, (ii)
the Letter of Credit Outstandings plus (iii) the aggregate principal amount of
Tranche 2 Revolving Loans (such sum, the Revolver Outstandings) be permitted
to exceed $80,000,000.  If at any time
the aggregate principal amount of the Revolver Outstandings exceeds
$80,000,000, the Borrower shall immediately (x) first, repay Swingline Loans,
Revolving Loans and/or Tranche 2 Revolving Loans and (y) to the extent all Swingline
Loans, Revolving Loans and Tranche 2 Revolving Loans have been repaid, to cash
collateralize Letters of Credit, in an amount equal to such excess.  4.       Section 3.01 of the Credit Agreement is hereby amended by (i)
redesignating clause (f) thereof as clause (g) and inserting immediately
following clause (e) thereof the following new clause (f):  (f)  Upon the effectiveness of an amendment to
the Credit Agreement addressing the covenants that are the subject of Section 1
of the Third Amendment (such amendment hereinafter referred to as the Fourth
Amendment), the Borrower agrees to pay to each Bank which executes and
delivers to the Administrative Agent a counterpart of the Third Amendment and
the Fourth Amendment, in each case on or prior to the applicable date required
therein, a fee equal to the product of (x) the highest increase in the
Applicable Margin pursuant to such Fourth Amendment, multiplied by (y)
the quotient of (i) the number of days from the Third Amendment Effective Date
to the effective date for the Fourth Amendment (the Fourth Amendment Effective
Date) divided by  (ii) 360, multiplied
by (z) the sum of (i) the aggregate principal amount of such Banks
outstanding Term Loans on the Fourth Amendment Effective Date, (ii) such Banks
Revolving Loan Commitment on the Fourth Amendment Effective Date and (iii) such
Banks Tranche 2 Revolving Loan Commitment on the Fourth Amendment Effective
Date.  5.       Section 7.01 of the Credit Agreement is hereby amended by (i)
redesignating existing clause (k) thereof as clause (l) and (ii) inserting the
following new clause (k) immediately following existing clause (j) thereof:  (k)  Lenders Meeting.  On or prior to February 1, 2002, the
Borrower shall use its best efforts to hold a meeting with the Banks at a
mutually convenient time and place at which the Borrower shall furnish and
discuss with the Banks such information as BTCo may request (prior to such
meeting) the Borrower to deliver at such meeting.  6.       Section 9.03 of the Credit Agreement is hereby amended by
inserting the text , 7.01(k) immediately following the text Section
7.01(g)(i) appearing therein.  7.       Section 10 of the Credit Agreement is hereby amended by
inserting the following new definitions in appropriate alphabetical order:  Fourth Amendment shall
have the meaning provided in Section 3.01(f).  2 
   Fourth Amendment
Effective Date shall have the meaning provided in Section 3.01(f).  Third Amendment shall
mean the Third Amendment and Waiver, dated as of November 12, 2001, among
Consolidated Container Holdings LLC, Consolidated Container Company LLC, the
Banks, Bankers Trust Company, JPMorgan Chase Bank and Credit Suisse First
Boston.  Third Amendment
Effective Date shall have the meaning provided in the Third Amendment.  II.      Miscellaneous.  1.       This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.  2.       This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.  A complete set of counterparts shall be
lodged with the Borrower and the Administrative Agent.  3.       THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.  4.       This Amendment shall become effective on the date (the Third
Amendment Effective Date) when (i) Holdings, the Borrower and the Required
Banks shall have signed a counterpart hereof (whether the same or different
counterpart) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at the Notice Office and
(ii) the Borrower shall have paid to each Bank which executes and delivers to
the Administrative Agent a counterpart of this Amendment on or before 5:00 p.m.
(New York time) on November 13, 2001, a fee equal to 0.10% of the sum of (x)
the aggregate principal amount of such Banks outstanding Term Loans on the
Third Amendment Effective Date, (y) such Banks Revolving Loan Commitment on
the Third Amendment Effective Date (after giving effect to the reduction
thereto pursuant to Section 2 of this Amendment) and (z) such Banks Tranche 2
Revolving Loan Commitment on the Third Amendment Effective Date (after giving
effect to the reduction thereto pursuant to Section 2 of this Amendment).  5.       In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that (i) the representations,
warranties and agreements contained in Section 6 of the Credit Agreement are true
and correct in all material respects on and as of the Third Amendment Effective
Date, both before and after giving effect to this Amendment and (ii) there
exists no Default or Event of Default on the Third Amendment Effective Date,
after giving effect to the waivers contained in this Amendment.  3 
   6.       From and after the Third Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.  *             *            *  4 
   IN WITNESS
WHEREOF, each of the parties hereto has caused a counterpart of this Amendment
to be duly executed and delivered as of the date first above written.  CONSOLIDATED CONTAINER HOLDINGS LLCByName:Title:  
   CONSOLIDATED CONTAINER COMPANY LLCBy:
  Consolidated Container Holdings LLC,
  as its Sole Member and ManagerByName:Title:  
   BANKERS TRUST COMPANY,
  Individually and as Administrative AgentByName:Title:  
   JPMORGAN CHASE BANK (successor by
  merger to Morgan Guaranty Trust Company of New York),            Individually and as
  Documentation AgentByName:Title:  
    CREDIT SUISSE FIRST BOSTON (formally
  known as Donaldson, Lufkin & Jenrette Securities Corporation),
  Individually and as Syndication AgentByName:Title:  
   ATHENA CDO, LIMITEDByName:Title:  5 
   BANCO POPULAR DE PUERTO RICOByNameTitle:  ByNameTitle:  
   BANK AUSTRIA CREDITANSTALTByName:Title:  ByName:Title:  
   BANK OF MONTREAL :ByName:Title:  
   THE BANK OF NEW YORK :ByName:Title:  
   THE BANK OF NOVA SCOTIAByName:Title:  
   BANK POLSKA KASA OPIEKI, S.A.ByName:Title:  
   BEDFORD CDO, LIMITEDByName:Title:  
   CAPTIVA III FINANCE, LTD.ByName:Title:  
   CAPTIVA IV FINANCE, LTD.ByName:Title:  
   DG BANKDEUTSCHE GENOSSENSCHAFTSBANK AGByName:Title:  ByName:Title:  
    THE DAI-ICHI KANGYO BANK, LIMITEDByName:Title:  
    ERSTE BANK DER OESTERREINCHISCHENSPARKASSENByName:Title:  ByName:Title:  
   FLEET NATIONAL BANK, N.A.ByName:Title:  
   FIRSTRUST BANKByName:Title:  
   FIRST UNION NATIONAL BANKByName:Title:  
   GENERAL ELECTRIC CAPITALCORPORATIONByName:Title:  
   GRAYSTON CLO 2001-1 LTD. :ByName:Title:  
   BAYERESCHE HYPO-UND VEREINSBANKAG, NEW YORK BRANCHByName:Title:  ByName:Title:  
   THE INDUSTRIAL BANK OF JAPAN,LIMITEDByName:Title:  
   THE GOVERNOR AND COMPANY OF THEBANK OF IRELANDByName:Title:  ByName:Title:  
   KZH CRESCENT LLCByName:Title:  
   KZH CRESCENT-2 LLCByName:Title:  
   KZH CRESCENT-3 LLCByName:Title:  
   KZH PONDVIEW LLCByName:Title:  
   KZH LANGDALE LLCByName:Title:  
   KZH WATERSIDE LLCByName:Title:  
   THE MITSUBISHI TRUST AND BANKINGCORPORATIONByName:Title:  
   NATIONAL CITY BANKByName:Title:  
   NATEXIS BANQUE BFCEByName:Title:  
   NORTH AMERICAN SENIOR FLOATINGRATE FUND INCByName:Title:  
   TCW LEVERAGE INCOME TRUST, L.P.,By: TCW Advisors (Bermuda), Ltd.as General PartnerByName:Title:  TCW Investment Management Company,
  as Investment AdvisorByName:Title:  
   OAK BROOK BANKByName:Title:  
   SENIOR DEBT PORTFOLIOByName:Title:  
   SEQUILS I, LTD.ByName:Title:  
   SEQUILS IV, LTD.By:Name:Title:  
   STANFIELD ARBITRAGE CDO, LTD.ByName:Title:  
   SUMITOMO TRUST & BANKING CO., LTD.ByName:Title:  
   TCW LEVERAGED INCOME TRUST L.P. :ByName:Title:  
   TCW LEVERAGED INCOME TRUST II L.P.ByName:Title:  
   TORONTO DOMINION (NEW YORK), INC.ByName:Title:  
   WEBSTER BANKByName:Title:  
   TCW LEVERAGED INCOME TRUST IV, L.P.By: TCW (LINC IV), L.L.C.,
  as General PartnerBy: TCW ASSET MANAGEMENT COMPANY
  as managing member of the General PartnerByName:Title:  ByName:Title:  
   WINDSOR LOAN FUNDING, LTD.ByName:Title:  
   ADDISON CDO, LIMITED (ACCT 1279) 
  By: Pacific Investment Management Company
  LLC, as its Investment Advisor:ByName:Title:  
   DELANO COMPANY (ACCT 274)By: Pacific Investment Management Company 
  LLC, as its Investment AdvisorByName:Title:  
   JISSEKIKUN FUNDING, LTD. (ACCT 1288)By: Pacific Investment Management Company 
  LLC, as its Investment AdvisorByName:Title:  
   CAPTIVA II FINANCE LTD.ByName:Title:  
   APEX (IDM) CDO I, LTD.ByName:Title:  
   ELC (CAYMAN) LTD. 2000-1ByName:Title:  
   TRYON CLO LTD. 2000-1ByName:Title:  
   PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.By: CPF Asset Advisory, L.P. 
  As Investment ManagerByName:Title:ByName:Title: