of Credit
SCHEDULE VII
Convertible Securities, Options or Rights
SCHEDULE VIII
Subsidiaries
SCHEDULE IX
Existing Indebtedness
SCHEDULE X
Existing Liens
SCHEDULE XI
Permitted Affiliate Transactions
SCHEDULE XII
Existing Investments
SCHEDULE XIII
Existing Dividend Requirements
EXHIBIT A
Form of Notice of Borrowing
EXHIBIT B-1
Form of Term Note
EXHIBIT B-2
Form of Revolving Note
EXHIBIT B-3
Form of Swingline Note
EXHIBIT C
Form of Letter of Credit Request
EXHIBIT D
Form of Section 4.04(b)(ii) Certificate
EXHIBIT E
Form of Opinion of Alston & Bird
EXHIBIT F
Form of Officers' Certificate
EXHIBIT G
Form of Shareholder Subordinated Note
EXHIBIT H-1
Form of Pledge Agreement
EXHIBIT H-2
Form of Mexican Pledge Agreement
EXHIBIT H-3
Form of Mexican Equity Quota Pledge Agreement
EXHIBIT I
Form of Security Agreement
EXHIBIT J
Form of Subsidiary Guaranty
EXHIBIT K
Form of Intercompany Note
EXHIBIT L
Form of Assignment and Assumption Agreement
(v)
CREDIT AGREEMENT, dated as of May 20, 2004 among CONSOLIDATED CONTAINER HOLDINGS
LLC, a Delaware limited liability company ("Holdings"), CONSOLIDATED CONTAINER
COMPANY LLC, a Delaware limited liability company (the "Borrower"), the Banks
party hereto from time to time and DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Administrative Agent (all capitalized terms used herein and defined in Section
11 are used herein as therein defined).
W I T N E S S E T H :
WHEREAS, subject to and upon the terms and conditions herein set forth, the
Banks are willing to make available to the Borrower the respective credit
facilities provided for herein;
NOW, THEREFORE, IT IS AGREED:
SECTION 1. Amount and Terms of Credit.
1.01 The Commitments. (a) Subject to and upon the terms and conditions set forth
herein, each Bank with a Term Loan Commitment severally agrees to make on the
Initial Borrowing Date a term loan or term loans (each a "Term Loan" and
collectively, the "Term Loans") to the Borrower, which Term Loans shall (i) at
the option of the Borrower, be incurred and maintained as, and/or converted
into, Base Rate Loans or Eurodollar Loans, provided that all Term Loans shall
initially be made as Base Rate Loans, (ii) be made and maintained in Dollars and
(iii) not exceed for any Bank, in initial aggregate principal amount, that
amount which equals the Term Loan Commitment of such Bank at the time of
incurrence thereof (before giving effect to any reductions thereto on such date
pursuant to Section 3.03(a)). Once repaid, Term Loans incurred hereunder may not
be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Bank
with a Revolving Loan Commitment severally agrees to make at any time and from
time to time on or after the Initial Borrowing Date and prior to the Revolving
Loan Maturity Date, a loan or loans (each a "Revolving Loan" and collectively
the "Revolving Loans") which Revolving Loans (i) shall be made and maintained in
Dollars, (ii) at the option of the Borrower, be incurred and maintained as,
and/or converted into, Base Rate Loans or Eurodollar Loans, (iii)