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