Exhibit 10.28

FIRST AMENDMENT TO CREDIT AGREEMENT

        THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 22, 2003, is by and among Ball Corporation, an Indiana corporation (“Company”), Ball European Holdings, Sarl, 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 December 19, 2002 (as 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 First Amendment Effective Date, hereby amended as follows:

(a)     Section 1.1 of the Credit Agreement is amended by deleting the phrase “but excluding, however, any amortization of deferred financing costs” from the definition of “Consolidated Interest Expense” therein in its entirety and replacing it with the following new clauses:

but excluding, however, (i) any amortization of deferred financing costs and (ii) any interest expense in respect of call premiums paid in connection with the repayment of the 2008 Subordinated Notes

(b)     Section 1.1 of the Credit Agreement is further amended by deleting clause (i) of the definition of “Permitted Refinancing Indebtedness” therein in its entirety and replacing it with the following new clause (i):

(i)         the principal amount of such Indebtedness (as determined as of the date of the incurrence of the Indebtedness in accordance with GAAP) does not exceed the principal amount of the Indebtedness refinanced thereby on such date plus the amount of accrued and unpaid fees and expenses incurred in connection with such replacement, renewal, refinancing or extension; provided, however, solely with respect to Permitted Refinancing Indebtedness of the 2008 Subordinated Notes, up to $300,000,000 of principal amount of Indebtedness (as determined as of the date of the incurrence of the Indebtedness in accordance with GAAP) shall be permitted, with such amount to be applied, within 45 days, to redeem the 2008 Subordinated Notes and any remaining amount to be applied to ongoing working capital purposes;

(c)     Section 1.1 of the Credit Agreement is further amended by deleting clause (v)(B) of the definition of “Permitted Refinancing Indebtedness” therein in its entirety and replacing it with the following new clause (v)(B):

(B)         in the case of Permitted Refinancing Indebtedness of the 2008 Subordinated Notes, (1) such Indebtedness is unsecured, (2) such Indebtedness is subordinated to the Obligations on terms and conditions not less, taken as a whole, favorable to the Lenders than the 2008 Subordinated Notes unless (a) such Indebtedness is incurred on or prior to September 30, 2003 or (b) the Leverage Ratio after giving pro forma effect to the incurrence of such Indebtedness would be equal to or less than 3.00 to 1.00, in which case such Indebtedness may rank pari passu in right of payment to the Facilities and (3) the scheduled maturity date shall not be earlier than, nor shall any amortization commence, prior to the date that is one year after the latest Term Loan Maturity Date.

(d)     Section 1.1 of the Credit Agreement is further amended by adding the following new defined term in alphabetical order therein:

“2008 Subordinated Note Repayment Reserve” means, (i) at any time after the incurrence of Permitted Refinancing Indebtedness with respect to the 2008 Subordinated Notes and prior to the repayment in full (or defeasance) of the 2008 Subordinated Notes, $260,312,500 and (ii) thereafter (including on the date of a Borrowing to be used to repay (or defease) the 2008 Subordinated Notes in full), $0.

(e)     Section 1.1 of the Credit Agreement is further amended by adding the following clause to the end of the definition of “Total Available Multicurrency Revolving Commitment” therein:

        minus the 2008 Subordinated Note Repayment Reserve.

(f)     Section 3.2(b) of the Credit Agreement is amended by adding the clause “plus the 2008 Subordinated Note Repayment Reserve” immediately prior to the parenthetical clause that ends the first sentence of such section.

(g)     Section 4.3(e) of the Credit Agreement is amended by deleting the first sentence therein in its entirety and replacing it with the following sentence:

subject to Section 4.5(c), each voluntary prepayment of Term Loans shall be applied to the Scheduled Term Repayments of the Term Facility or Term Facilities designated by Company (in amounts designated by Company), and within each such Term Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis.

(h)     Section 6.8(b) of the Credit Agreement is amended by deleting the parenthetical therein in its entirety and replacing it with the following parenthetical:

(other than as Permitted Refinancing Indebtedness of the 2008 Subordinated Notes, except to the extent the Multicurrency Revolving Loans have previously been repaid with the Net Offering Proceeds of Permitted Refinancing Indebtedness of the 2008 Subordinated Notes)

(i)     Section 8.2(b) of the Credit Agreement is amended by deleting such clause in its entirety and replacing it with the following clause:

(b)         Receivables Facility Attributable Debt incurred in connection with Permitted Accounts Receivable Securitizations provided that (i) such Indebtedness related to Permitted Accounts Receivable Securitizations of Foreign Subsidiaries plus Indebtedness incurred pursuant to Section 8.2(r) shall not exceed the Dollar Equivalent of $125,000,000 in the aggregate and (ii) such Indebtedness related to all Permitted Accounts Receivable Securitizations shall not exceed the Dollar Equivalent of $300,000,000 in the aggregate;

(j)     Section 8.2(r) of the Credit Agreement is amended by deleting such clause in its entirety and replacing it with the following clause:

(r)         Indebtedness (including any refinancings of such Indebtedness) incurred by European Holdco, Canadian Borrower or any of their Subsidiaries in addition to that referred to elsewhere in this Section 8.2 in a Dollar Equivalent principal amount outstanding not to exceed $125,000,000 in the aggregate minus the Dollar Equivalent of Indebtedness incurred pursuant to Section 8.2(b)(i).

(k)     Section 8.5(iii) of the Credit Agreement is amended by adding the following clause to the end of such Section, immediately following the phrase “other than with the proceeds of Permitted Refinancing Indebtedness”:

or with other funds in an amount not greater than the proceeds of Permitted Refinancing Indebtedness incurred within 45 days prior to the date of such prepayment

(l)     Section 12.18 of the Credit Agreement is amended by adding the following paragraph to the end of such Section, immediately following clause (e) thereof:

Notwithstanding anything in this Agreement to the contrary, the Administrative Agent, the Canadian Administrative Agent, each of the Lenders, each of the Borrowers and all other parties to the transactions contemplated hereunder (collectively, the “Parties”) hereby agree that all Parties (and each employee, representative, or other agent of such Parties) may disclose to any and all persons, without limitation of any kind, the U.S. “tax treatment” or “tax structure” (in each case, within the meaning of Treasury Regulation section 1.6011-4) of the transactions contemplated hereunder and all materials of any kind (including opinions or other tax analyses) that are provided to such Parties relating to such U.S. “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation section 1.6011-4); provided, that to the extent any Information relates to the “tax treatment” or “tax structure” and contains other information, this paragraph shall only apply to the information relating to the “tax treatment” or “tax structure”; provided, however, that no Party shall disclose any information to the extent that such disclosure would result in a violation of any Federal or state securities law. This authorization is not intended to permit disclosure of any other information, including (without limitation) (i) any portion of any materials to the extent not necessary to understanding the “tax treatment” or “tax structure” of the transactions contemplated hereunder, (ii) the identities of the participants or potential participants in any transaction contemplated hereunder, (iii) the existence or status of any negotiations, (iv) any pricing or financial information (except to the extent such pricing or financial information is necessary to understanding the “tax treatment” or “tax structure” of the transactions contemplated hereunder), or (v) any other term or detail not necessary to understanding the “tax treatment” or “tax structure” of the transactions contemplated hereunder. The intent of this provision is that the transactions contemplated by the Loan Documents are not treated as having been offered under conditions of confidentiality for purposes of Treasury Regulations section 1.6011-4(b)(3)(i).

3.     Fees. In consideration of the execution of this Agreement by Administrative Agent and the Required Lenders, Company hereby agrees to pay to each Lender which executes and delivers this Agreement on or prior to 5:00 p.m. (New York City time) July 22, 2003 a fee (the “Amendment Fee”) in an amount equal to (a) such Lender’s Multicurrency Revolving Commitment as in effect on the First Amendment Effective Date plus the Dollar Equivalent of such Lender’s Canadian Revolving Commitment as in effect on the First Amendment Effective Date plus the Dollar Equivalent aggregate outstanding principal amount of such Lender’s Term Loans in effect on the First Amendment Effective Date multiplied by (b) 0.05%.

4.     Representations and Warranties. In order to induce Administrative Agent and the Lenders to enter into this Agreement, each of Company and European Holdco hereby represents and warrants to Administrative Agent and the Lenders, in each case after giving effect to this Agreement, as follows:

(a)     Each of Company and European Holdco has the right, power and capacity and has been duly authorized and empowered by all requisite corporate or limited liability company and shareholder or member action to enter into, execute, deliver and perform this Agreement and all agreements, documents and instruments executed and delivered pursuant to this Agreement.

(b)     This Agreement constitutes each of Company’s and European Holdco’s legal, valid and binding obligation, enforceable against it, except as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law or otherwise).

(c)     The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects at and as of the First Amendment Effective Date as though made on and as of the First Amendment Effective Date (except to the extent expressly made as of a specified date, in which event such representation and warranty is true and correct in all material respects as of such specified date).

(d)     Each of Company’s and European Holdco’s execution, delivery and performance of this Agreement do not and will not violate its articles or certificate of incorporation, by-laws or other Organizational Documents, any law, rule, regulation, order, writ, judgment, decree or award applicable to it or any contractual provision to which it is a party or to which it or any of its property is subject.

(e)     No authorization or approval or other action by, and no notice to or filing or registration with, any governmental authority or regulatory body (other than those which have been obtained and are in force and effect) is required in connection with the execution, delivery and performance by Company, European Holdco or any other Credit Party of this Agreement and all agreements, documents and instruments executed and delivered pursuant to this Agreement.

(f)     No Event of Default or Unmatured Event of Default exists under the Credit Agreement or would exist after giving effect to this Agreement.

5.     Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “First Amendment Effective Date”) each of the following conditions precedent is satisfied:

(a)     Execution and Delivery of Amendment. Company, European Holdco, Administrative Agent and the Required Lenders shall have executed and delivered this Agreement.

(b)     Execution and Delivery of Officer’s Certificate. Administrative Agent shall have received a certificate of a Responsible Officer of Company and European Holdco in the form of Exhibit A attached hereto.

(c)     Payment of First Amendment Effective Date Amendment Fee. Company shall have paid in full to Administrative Agent the Amendment Fee required by Section 3 hereof.

(d)     Representations and Warranties. The representations and warranties of Company, European Holdco and the other Credit Parties contained in this Amendment, the Credit Agreement and the other Loan Documents shall be true and correct in all material respects as of the First Amendment Effective Date, with the same effect as though made on such date (except to the extent expressly made as of a specified date, in which event such representation and warranty is true and correct in all material respects as of such specified date).

(e)     No Defaults. No Unmatured Event of Default or Event of Default under the Credit Agreement shall have occurred and be continuing.

6.     Miscellaneous. The parties hereto hereby further agree as follows:

(a)     Costs, Expenses and Taxes. Company hereby agrees to pay all reasonable fees, costs and expenses of Administrative Agent incurred in connection with the negotiation, preparation and execution of this Amendment and the transactions contemplated hereby, including, without limitation, the reasonable fees and expenses of Winston & Strawn, counsel to the Administrative Agent.

(b)     Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Amendment.

(c)     Headings. Headings used in this Amendment are for convenience of reference only and shall not affect the construction of this Amendment.

(d)     Integration. This Amendment and the Credit Agreement (as amended hereby) constitute the entire agreement among the parties hereto with respect to the subject matter hereof.

(e)     Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.

(f)     Binding Effect. This Amendment shall be binding upon, and inure to the benefit of, Borrowers, Administrative Agent, the Lenders and their respective successors and assigns; provided, however, that no Borrower may assign its rights or obligations hereunder or in 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.

    (h)        Reaffirmation of Guaranty. Company undertakes to deliver to Administrative Agent, on or before August 31, 2003, a Reaffirmation of Guaranty executed by a Responsible Officer of each of the Guarantors (other than Company) in the form of Exhibit B attached hereto.

[Signature Page Follows]

        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:
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Name:
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Title:
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BALL EUROPEAN HOLDINGS, SARL


By:
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Name:
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Title:
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DEUTSCHE BANK AG, NEW YORK BRANCH,
in its individual capacity and as Administrative Agent


By:
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Name:
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Title:
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By:
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Name:
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Title:
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DEUTSCHE BANK AG, CANADA BRANCH


By:
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Name:
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Title:
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By:
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Name:
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Title:
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[Name of Lending Institution]


By:
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Name:
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Title:
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EXHIBIT A

CERTIFICATE OF OFFICER

        I, the undersigned, the Insert Title of Ball Corporation (“Company”), and Insert Title of Ball European Holdings, Sarl (“European Holdco”), in accordance with Section 5(b) of that certain First Amendment to Credit Agreement dated as of July 22, 2003 (the “Agreement”) among Company, European Holdco, the financial institutions signatory thereto as Lenders and Deutsche Bank AG, New York Branch, as Administrative Agent for the Lenders, do hereby certify on behalf of Company and European Holdco, the following:

1. The representations and warranties set forth in Section 4 of the Agreement are true and correct in all material respects as of the date hereof except to the extent such representations and warranties are expressly made as of a specified date in which event such representations and warranties were true and correct in all material respects as of such specified date;

2. No Event of Default or Unmatured Event of Default (except as otherwise expressly waived by the Agreement) has occurred and is continuing after giving effect to the Agreement; and

3. The conditions of Section 5 of the Agreement have been fully satisfied.

        Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Agreement.

[signature page follows]

        IN WITNESS WHEREOF, the undersigned has duly executed and delivered on behalf of Company and European Holdco this Certificate of Officer on this 22nd day of July, 2003.

BALL CORPORATION	BALL EUROPEAN HOLDINGS, SARL
By: ——————————————	By: ——————————————
Name: ——————————————	Name: ——————————————
Title: ——————————————	Title: ——————————————

EXHIBIT B

REAFFIRMATION OF GUARANTY

        Each of the undersigned acknowledges receipt of a copy of the First Amendment to Credit Agreement (the “Agreement”; capitalized terms used herein shall, unless otherwise defined herein, have the meanings provided in the Agreement) dated as of July 22, 2003, by and among Ball Corporation (“Company”), Ball European Holdings, Sarl (“European Holdco”), the financial institutions signatory thereto as Lenders and Deutsche Bank AG, New York Branch as Administrative Agent for the Lenders, consents to such Agreement and each of the transactions referenced in the Agreement and hereby reaffirms its obligations under any Guaranty to which it is a party.

Dated as of July 22, 2003.

BALL AEROSPACE & TECHNOLOGIES CORP.
BALL METAL BEVERAGE CONTAINER CORP.
BALL METAL FOOD CONTAINER CORP.
BALL PACKAGING CORP.
BALL PLASTIC CONTAINER CORP.
BALL TECHNOLOGIES HOLDINGS CORP.
BALL ASIA SERVICES LIMITED
BALL GLASS CONTAINER CORPORATION
BALL HOLDINGS CORP.
BG HOLDINGS I, INC.
BG HOLDINGS II, INC.
BALL TECHNOLOGY SERVICES CORPORATION
EFRATOM HOLDING, INC.
LATAS DE ALUMINIO BALL, INC.
BALL METAL PACKAGING SALES CORP.


By:
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Name: Scott C. Morrison
Title: Vice President

BALL PAN-EUROPEAN HOLDINGS, INC.


By:
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Name: Charles E. Baker
Title: Assistant Secretary

BALL (FRANCE) HOLDINGS SAS


By:
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Name:
Title:

BALL (FRANCE) INVESTMENT HOLDINGS SAS


By:
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Name:
Title:

BALL PACKAGING EUROPE BIERNE SAS


By:
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Name:
Title:

BALL PACKAGING EUROPE LA CIOTAT SAS


By:
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Name:
Title:

BALL (GERMANY) GMBH


By:
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Name:
Title:

BALL (GERMANY) KG


By:
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Name:
Title:

BALL PACKAGING EUROPE GMBH


By:
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Name:
Title:

BALL PACKAGING EUROPE HERMSDORF GMBH


By:
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Name:
Title:

BALL (LUXEMBOURG) FINANCE S.A.R.L.


By:
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Name:
Title:

BALL EUROPEAN HOLDINGS SARL


By:
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Name:
Title:

BALL HOLDINGS S.A.R.L.


By:
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Name:
Title:

BALL INVESTMENT HOLDINGS, S.A.R.L.


By:
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Name:
Title:

BALL PACKAGING EUROPE HOLDING LIMITED


By:
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Name:
Title:

BALL PACKAGING EUROPE UK LIMITED


By:
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Name:
Title:

BALL NORTH AMERICA, INC.


By:
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Name:
Title: