Exhibit 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
July 31, 2009, is by and among Ball Corporation, an Indiana corporation
("Company"), Ball European Holdings, S.ar.l., 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 October 13, 2005, as amended by that certain First
Amendment to Credit Agreement, dated as of March 27, 2006 (as further 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
SECOND AMENDMENT EFFECTIVE DATE, HEREBY AMENDED AS FOLLOWS:
(A)
SECTION 2.9(A)(I) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
WORDS "(OTHER THAN AS TO PRICING, FEES AND OTHER ECONOMIC TERMS)" IMMEDIATELY
FOLLOWING THE WORDS "THE EXISTING TERM LOAN FACILITIES" THEREIN.
(B)
SECTION 2.9(A) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING AT THE END OF SUCH SUBSECTION:
"ANY PERSON WHICH BECOMES A LENDER WITH RESPECT TO A TRANCHE OF ADDITIONAL TERM
LOANS ADDED PURSUANT TO THIS SECTION 2.9 AFTER JULY 31, 2009 (EACH SUCH LENDER,
A "NEW TERM LOAN LENDER") HEREBY ACKNOWLEDGES AND AGREES THAT THE TERM OF THE
MULTICURRENCY REVOLVING FACILITY, THE CANADIAN REVOLVING FACILITY AND EACH
SUBFACILITY THEREOF MAY BE EXTENDED OR REPLACED AND THAT EACH NEW TERM LOAN
LENDER, SOLELY WITH RESPECT TO THE ADDITIONAL TERM LOANS HELD BY SUCH NEW TERM
LENDER, AGREES IN ADVANCE TO ANY CHANGES MADE TO THIS CREDIT AGREEMENT IN ORDER
TO IMPLEMENT SUCH EXTENSION OR REPLACEMENT (INCLUDING CHANGES WITH RESPECT TO
PRICING, FEES AND OTHER ECONOMIC TERMS
RELATING SOLELY TO SUCH EXTENDED OR REPLACED FACILITY OR FACILITIES)
AS MAY
BE REASONABLY PROPOSED TO BE MADE BY THE COMPANY (THE COMPANY'S SIGNATURE TO BE
CONCLUSIVE EVIDENCE OF SUCH REASONABILITY).
EACH NEW TERM LOAN LENDER HEREBY
AGREES TO TAKE