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