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