Sixth Amendment and Waiver to Credit Agreement among Consolidated Container Holdings LLC, Consolidated Container Company LLC, and Lender Banks

Exhibit 10.1—SIXTH AMENDMENT AND WAIVER

        SIXTH AMENDMENT AND WAIVER (this "Amendment"), dated as of December 20, 2002, 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 to the Credit Agreement referred to below (the "Banks"), DEUTSCHE BANK TRUST COMPANY AMERICAS, (f/k/a Bankers Trust Company), as Administrative Agent (the "Administrative Agent"), JPMORGAN CHASE BANK (successor by merger to Morgan Guaranty Trust Company of New York), as Documentation Agent (the "Documentation Agent"), and CREDIT SUISSE FIRST BOSTON (f/k/a Donaldson, Lufkin & Jenrette Securities Corporation), as Syndication Agent (the "Syndication Agent" and, together with the Administrative Agent and the Documentation Agent, the "Agents"). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

        WHEREAS, Holdings, the Borrower, the Banks and the Agents are parties to a Credit Agreement, dated as of July 1, 1999 (as amended, restated, modified and/or supplemented, the "Credit Agreement"); and

        WHEREAS, subject to the terms and conditions of this Amendment, the Banks wish to grant certain amendments under the Credit Agreement as herein provided on the terms and conditions set forth herein;

        NOW, THEREFORE, it is agreed:

        I.    Amendments and Waivers.    

        1.    Sections 4.02(b), 4.02(c) and 4.02(e) of the Credit Agreement are hereby amended by, in each case, deleting the date "December 31, 2002" appearing in the table set forth in said Section and inserting the date "January 7, 2003" in lieu thereof.

        2.    The definition of "Tranche 3 Revolving Loan Maturity Date" is hereby amended by deleting the date "January 5, 2003" appearing therein and inserting the date "January 7, 2003" in lieu thereof.

        3.    For the period (the "Waiver Period") from the Sixth Amendment Effective Date (as defined below) to and including January 7, 2003, the Banks hereby waive Holdings' and the Borrower's obligation to comply with (i) Sections 8.08, 8.09 and 8.10 of the Credit Agreement, in each case, with respect to the Test Period ending on December 31, 2002 and (ii) Section 8.18 of the Credit Agreement for the fiscal month of Holdings ending on December 31, 2002. This waiver shall have no force or effect upon the expiration of the Waiver Period at which time all Events of Default that would have arisen (without giving effect to this Amendment) as a result of Holdings' and the Borrower's failure to comply with the aforementioned Sections shall exist and be continuing for all purposes under the Credit Agreement, the other Credit Documents and each Tranche 3 Guaranty.

        II.    Acknowledgments and Agreements with respect to various Credit Documents and each Tranche 3 Guaranty.    

        1.    For the avoidance of doubt, each Credit Party hereby acknowledges and confirms its due authorization, execution and delivery of all Credit Documents (each Credit Document as amended, restated, modified and/or supplemented through and including the date hereof) to which it is a party, including all instruments, financing statements, agreements, certificates and documents executed and delivered in connection therewith, and hereby ratifies all actions heretofore taken in connection therewith.

        2.    Each Credit Party, by its execution (or acknowledgment, as the case may be) and delivery of this Amendment, hereby consents to the extensions of credit pursuant to the Credit Agreement (including, without limitation, as amended by this Amendment). Each Credit Party further acknowledges and agrees to the provisions of this Amendment and hereby agrees for the benefit of the Banks that all extensions of credit (including as contemplated by this Amendment) pursuant to the Credit Agreement (including, without limitation, as amended by this Amendment, and as same may be further amended, restated, modified and/or supplemented from time to time) shall be fully entitled to all benefits of, and shall be fully guaranteed and secured pursuant to and in accordance with the terms of, each of the Credit Documents, as applicable.

        3.    For the avoidance of doubt, each Tranche 3 Guarantor hereby acknowledges and confirms its due authorization, execution and delivery of the respective Tranche 3 Guaranty (as amended, restated, modified and/or supplemented through and including the date hereof) to which it is a party, including all agreements, certificates and documents executed and delivered in connection therewith, and hereby ratifies all actions heretofore taken in connection therewith.

        4.    Each Tranche 3 Guarantor, by its execution (or acknowledgment, as the case may be) and delivery of this Amendment, hereby consents to the extension of Tranche 3 Revolving Loans pursuant to the Credit Agreement (including, without limitation, as amended by this Amendment). Each Tranche 3 Guarantor further acknowledges and agrees to the provisions of this Amendment and hereby agrees for the benefit of the Banks that all extensions of Tranche 3 Revolving Loans (including as contemplated by this Amendment) pursuant to the Credit Agreement shall be fully entitled to all benefits of, and shall be fully guaranteed pursuant to and in accordance with the terms of, the respective Tranche 3 Guaranty to which it is a party.

        III.    Miscellaneous.    

        1.    This Amendment is limited as specified and shall not constitute a modification, acceptance or Amendment of any other provision of the Credit Agreement or any other Credit Document.

        2.    This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.

        3.    THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

        4.    This Amendment shall become effective on the date (the "Sixth Amendment Effective Date") when (i) each Credit Party, each Tranche 3 Guarantor, each Tranche 3 Revolving Loan Bank, the Majority Banks of the A Term Loan Tranche, the Majority Banks of the B Term Loan Tranche, the Majority Banks of the Tranche 2 Converted Term Loan Tranche and the Required Banks shall have signed a counterpart hereof (whether the same or different counterpart) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at the Notice Office and (ii) the Borrower shall have paid to each Bank which executes and delivers to the Administrative Agent a counterpart of this Amendment on or before 5:00 p.m. (New York time) on December 20, 2002, a fee equal to 0.10% of the sum of (w) the aggregate principal amount of such Bank's outstanding Term Loans on the Sixth Amendment Effective Date, (x) the aggregate principal amount of such Bank's Tranche 2 Converted Term Loans on the Sixth Amendment Effective Date, (y) such Bank's Revolving Loan Commitment on the Sixth Amendment Effective Date and (z) such Bank's Tranche 3 Revolving Loan Commitment on the Sixth Amendment Effective Date.

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        5.    In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that (i) the representations, warranties and agreements contained in Section 6 of the Credit Agreement are true and correct in all material respects on and as of the Sixth Amendment Effective Date, both before and after giving effect to this Amendment and (ii) there exists no Default or Event of Default on the Sixth Amendment Effective Date, after giving effect to the Amendments contained in this Amendment.

        6.    From and after the Sixth Amendment Effective Date, all references in the Credit Agreement and each of the Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby.

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        IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

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Acknowledged and Agreed to by:

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