ex10_23.htm

FORM OF

SECTION 4.7(d) CERTIFICATE

Reference is hereby made to the Credit Agreement dated as of December __, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Ball Corporation, an Indiana corporation, Ball European Holdings S.à r.l., a limited liability company organized under the laws of Luxembourg, each Other Subsidiary Borrower (as defined therein), the financial institutions from time to time party thereto and Deutsche Bank AG New York Branch, as administrative agent. Capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in the Credit Agreement.

Each Lender or Agent that is not a United States persons (as such term is defined in Section 7701(a)(30) of the Code) (a “Foreign Lender” and a “Foreign Agent,” respectively) and that is not a partnership for U.S. federal income tax purposes should complete only Parts I and V below.

Each Foreign Lender and Foreign Agent that is a partnership for U.S. federal income tax purposes should complete only Parts II and V below.

Each Participant that is not a United States persons (as such term is defined in Section 7701(a)(30) of the Code) (a “Foreign Participant”) that is not a partnership for U.S. federal income tax purposes should complete only Parts III and V below.

Each Foreign Participant that is a partnership for U.S. federal income tax purposes should complete only Parts IV and V below.

PART I

To be completed only by Foreign Lenders or Agents that are not partnerships for U.S. federal income tax purposes.

Pursuant to the provisions of Section 4.7(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the applicable Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Code, (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty, and (vi) the undersigned meets all of the requirements under Code Section 871(h) or 881(c) to be eligible for a complete exemption from withholding of United States Taxes on interest payments made to it under the Credit Agreement.

The undersigned has furnished the Company and Administrative Agent with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (ii) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF LENDER OR AGENT]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

PART II

To be completed only by Foreign Lenders or Agents that are partnerships for U.S. federal income tax purposes.

Pursuant to the provisions of Section 4.7(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the applicable Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Code, (vi) the interest payments on the Loan(s) are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty, and (vii) the undersigned and its partners/members meet all of the requirements under Code Section 871(h) or 881(c) to be eligible for a complete exemption from withholding of United States Taxes on interest payments made to it under the Credit Agreement.

The undersigned has furnished the Company and Administrative Agent with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and Administrative Agent, and (ii) the undersigned shall have at all times furnished the Company and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF LENDER OR AGENT]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

PART III

To be completed only by Foreign Participants that are not partnerships for U.S. federal income tax purposes.

Pursuant to the provisions of Section 4.7(d) and Section 12.8(b) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the applicable Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Code, (v) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty, and (vi) the undersigned meets all of the requirements under Code Section 871(h) or 881(c) to be eligible for a complete exemption from withholding of United States Taxes on interest payments made to it under the Credit Agreement.

The undersigned has furnished the Company and Administrative Agent with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and Administrative Agent, and (ii) the undersigned shall have at all times furnished the Company and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

PART IV

To be completed only by Foreign Participants that are partnerships for U.S. federal income tax purposes.

Pursuant to the provisions of Section 4.7(d) and Section 12.8(b) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the applicable Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Code, (vi) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty; and (vii) the undersigned and its partners/members meet all of the requirements under Code Section 871(h) or 881(c) to be eligible for a complete exemption from withholding of United States Taxes on interest payments made to it under the Credit Agreement.

The undersigned has furnished the Company and Administrative Agent with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and Administrative Agent and (ii) the undersigned shall have at all times furnished the Company and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

PART V

To be completed by all Foreign Lenders, Agents, and Participants.

For Luxembourg tax purposes, the undersigned hereby certifies that, (i) it is not a resident for tax purposes of any member state of the European Union (an “EU Member State”), Aruba, Guernsey, Jersey, the Isle of Man, Montserrat, or the British Virgin Islands or the former Netherlands Antilles (i.e., Bonaire, Curaçao, Saba, Sint Eustatius and Sint Maarten) (the “Dependent Territories”), or (ii) it is neither (a) a private individual nor (b) an entity (a “Residual Entity”) defined in Section 4.2 of European Council Directive 2003/48/EC on the taxation of savings income (the “Directive”).

If neither of the certifications in preceding paragraph are accurate, the undersigned is a resident for tax purposes of an EU Member State and has elected to disclose certain information regarding the interest of payment to the tax authorities of the EU Member State(s) in which the undersigned resides for tax purposes in accordance with the Directive. Hence, the undersigned commits that the beneficial owner shall request the competent authority of such EU Member State(s) of residence to issue a certificate (a “Taxing Authority Certificate”) indicating: (a) the name, address and tax or other identification number or, failing such, the date and place of birth of the beneficial owner; (b) the name and address of the paying agent; and (c) the account number of the beneficial owner or, where there is none, the identification of the security. Such Taxing Authority Certificate shall be valid for a period not exceeding two years.

The undersigned shall promptly notify the Company and Administrative Agent if any of the following occurs: (i) any of the representations and warranties made herein or any information contained in or representations, warranties or other disclosures made in any Taxing Authority Certificate are no longer true and correct or (ii) any Taxing Authority Certificate of such EU Member State ceases to be in full force and effect.

Note: A list of nonexclusive list of Residual Entities is: (a) in Finland: avoin yhtiö (Ay) and kommandiittiyhtiö (Ky)/öppet bolag and kommanditbolag; (b) in Sweden: handelsbolag (HB) and kommanditbolag (KB).

[NAME OF LENDER, AGENT, OR PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

THIS SUBSIDIARY GUARANTY, dated as of December 21, 2010 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), is made by each of the undersigned (each, a “Guarantor” and, together with any other entity that becomes a party hereto pursuant to Section 25 hereof, collectively, the “Guarantors”). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

W I T N E S S E T H :

WHEREAS, pursuant to the terms of the Credit Agreement dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Ball Corporation, an Indiana corporation (“Company”), Ball European Holdings, S.àr.l., a limited liability company organized under the laws of Luxembourg (“European Holdco”), each Other Subsidiary Borrower, the financial institutions from time to time party thereto, as lenders (the “Lenders”), Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent for the Lenders (the Lenders, Administrative Agent, and Collateral Agent are herein called the “Bank Creditors”), the Lenders have agreed to make Loans and to issue, and participate, in Letters of Credit as contemplated therein;

WHEREAS, Borrowers and/or one or more of their Subsidiaries may from time to time be party to, one or more Interest Rate Agreements designed to protect Borrowers or any of their Subsidiaries against fluctuations in interest rates in respect of the Obligations as permitted by Section 8.2(e) of the Credit Agreement, and Other Hedging Agreements, as permitted by Section 8.2(h) of the Credit Agreement, (each such agreement or arrangement with an Other Creditor (as hereinafter defined), an “Interest Rate Protection or Other Hedging Agreement”), with a Lender or an Affiliate of a Lender (each such Lender or Affiliate, collectively, the “Other Creditors,” and together with the Bank Creditors, are herein called the “Creditors”);

WHEREAS, each Guarantor is a Domestic Subsidiary of Company;

WHEREAS, it is a condition to the making of Loans under the Credit Agreement that each Guarantor shall have executed and delivered this Guaranty; and

WHEREAS, each Guarantor will obtain benefits from the incurrence of Loans by Borrowers under the Credit Agreement and the entering into of Interest Rate Protection or Other Hedging Agreements and, accordingly, desires to execute this Guaranty in order to satisfy the conditions described in the preceding paragraph and to induce the Lenders to make Loans to Borrowers and Other Creditors to enter into Interest Rate Protection or Other Hedging Agreements with Borrowers and/or their Subsidiaries;

NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each Guarantor, the receipt and sufficiency of which are hereby acknowledged, each

CHL:41744.5

Guarantor hereby makes the following representations and warranties to the Creditors and hereby covenants and agrees with each Creditor as follows:

1. Each Guarantor, jointly and severally, irrevocably and unconditionally guarantees, as primary obligor and not as surety: (i) to the Bank Creditors the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of (A) the principal of and interest on the Notes issued by, and the Loans made to, each Borrower under the Credit Agreement and all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit and (B) all other obligations (including, without limitation, all Obligations and all obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities owing by each Borrower to the Bank Creditors under the Credit Agreement (including, without limitation, indemnities, fees and interest thereon) and the other Loan Documents to which any Borrower is a party, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement or any such other Loan Document and the due performance and compliance with the terms of the Loan Documents by each Borrower (all such principal, interest, liabilities and obligations under this clause (i), except to the extent consisting of obligations or liabilities with respect to Interest Rate Protection or Other Hedging Agreements, being herein collectively called the “Loan Document Obligations”); and (ii) to each Other Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities owing by each Borrower now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection or Other Hedging Agreement, whether such Interest Rate Protection or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by each Borrower with all of the terms, conditions and agreements contained therein (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”, and together with the Loan Document Obligations are herein collectively called the “Guaranteed Obligations”), provided that the maximum amount payable by each Guarantor hereunder shall at no time exceed the Maximum Amount (as hereinafter defined) of such Guarantor. As used herein, “Maximum Amount” of any Guarantor means the lesser of the amount of the Guaranteed Obligations and the highest amount of aggregate liability under this Guaranty which is valid and enforceable as determined in any action or proceeding involving any state, federal or foreign bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer or other law affecting the rights of creditors generally. Subject to the proviso in the second preceding sentence, each Guarantor understands, agrees and confirms that the Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against each Guarantor without proceeding against any other Guarantor or any Borrower, or against any security or collateral for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. All payments by each Guarantor under this Guaranty shall be made on the same basis, and subject to the same limitations, as payments by each Borrower are made under the Credit Agreement, including Sections 4.6 and 4.7 thereof.

2. Additionally, each Guarantor, jointly and severally, unconditionally and irrevocably, guarantees the payment of any and all Guaranteed Obligations of each Borrower to the Creditors whether or not due or payable by such Borrower upon the occurrence of any of the

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events specified in Sections 10.1(e) or (f) of the Credit Agreement with respect to such Borrower, and unconditionally, jointly and severally, promises to pay such Guaranteed Obligations of such Borrower to the Creditors, or order, on demand, in lawful money of the United States or the applicable Alternative Currency, as the case may be.

3. The liability of each Guarantor hereunder is exclusive and independent of any security or collateral for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by (i) any direction as to application of payment by any Borrower or by any other party, (ii) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any Borrower, (iii) any payment on or in reduction of any such other guaranty or undertaking, (iv) any dissolution, termination or increase, decrease or change in personnel by any Borrower or (v) any payment made to any Creditor on the Guaranteed Obligations which any Creditor repays any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding in any jurisdiction.

4. The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor, any other guarantor or any Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor, any other guarantor or any Borrower and whether or not any other Guarantor, any other guarantor of any Borrower or any Borrower be joined in any such action or actions. Each Guarantor waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by any Borrower or other circumstance which operates to toll any statute of limitations as to any Borrower shall operate to toll the statute of limitations as to each Guarantor.

5. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) notice of acceptance of this Guaranty and notice of any liability to which it may apply, promptness, diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment of any such liabilities, suit or taking of other action by Administrative Agent or any other Creditor against, and any other notice to, any party liable thereon (including such Guarantor or any other guarantor or any Borrower).

6. Any Creditor may (to the fullest extent permitted by applicable law) at any time and from time to time in accordance with the applicable provisions of the Credit Agreement without the consent of, or notice to, Guarantor, without incurring responsibility to such Guarantor and without impairing or releasing the obligations of such Guarantor hereunder, upon or without any terms or conditions and in whole or in part:

(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the rate of interest thereon), any security or collateral therefor, or any liability incurred directly or indirectly in respect thereof (other than any agreement between any Creditor and one or more Guarantors specifically modifying or amending the terms of this Guaranty), and the guaranty herein

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made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;

(b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;

(c) exercise or refrain from exercising any rights against any Borrower or others or otherwise act or refrain from acting;

(d) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Creditors;

(e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Creditors, regardless of what liability or liabilities of any Borrower remain unpaid;

(f) consent to or waive any breach of, or any act, omission or default under, any of the Interest Rate Protection or Other Hedging Agreements, the Loan Documents or any of the instruments or agreements referred to therein, or otherwise amend, modify or supplement any of the Interest Rate Protection or Other Hedging Agreements, the Loan Documents (other than this Guaranty) or any of such other instruments or agreements in accordance with their respective terms; and/or

(g) act or fail to act in any manner referred to in this Guaranty which may deprive such Guarantor of its right to subrogation against any Borrower to recover full indemnity for any payments made pursuant to this Guaranty.

7. No invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty, and this Guaranty shall be primary, absolute and unconditional notwithstanding the occurrence of any event or the existence of any other circumstances which might constitute a legal or equitable discharge of a surety or guarantor except payment in full of the Loan Document Obligations.

8. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of any Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Creditor would otherwise have. No notice to or demand on any Guarantor in any case shall entitle such

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Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Creditor to any other or further action in any circumstances without notice or demand. It is not necessary for any Creditor to inquire into the capacity or powers of any Borrower or any of its Subsidiaries or the officers, directors, partners or agents acting or purporting to act on its behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

9. Any indebtedness of any Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of any Borrower to the Creditors; and such indebtedness of any Borrower to any Guarantor, if Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor for the benefit of the Creditors and be paid over to Administrative Agent on behalf of the Creditors on account of the Guaranteed Obligations of the Borrowers to the Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guaranty. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Loan Document Obligations have been irrevocably paid in full in cash and all Commitments have been terminated (other than indemnity and other contingent obligations which expressly survive termination and for which no claim has been asserted).

10. (a) Each Guarantor waives (to the fullest extent permitted by applicable law) any right to require the Creditors to: (i) proceed against any Borrower, any other Guarantor, any other guarantor of any Borrower or any other party; (ii) proceed against or exhaust any security or collateral held from any Borrower, any other Guarantor, any other guarantor of any Borrower or any other party; or (iii) pursue any other remedy in the Creditors’ power whatsoever. Each Guarantor waives (to the fullest extent permitted by applicable law) any defense based on or arising out of any defense of any Borrower, any other Guarantor, any other guarantor of any Borrower or any other party other than payment in full of the Loan Document Obligations, including, without limitation, any defense based on or arising out of the disability of any Borrower, any other Guarantor, any other guarantor of any Borrower or any other party, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower other than payment in full of the Loan Document Obligations. The Creditors may, at their election and in accordance with Section 11 hereof, foreclose on any security or collateral held by Administrative Agent, Collateral Agent or the other Creditors by one or more judicial or nonjudicial sales, (to the extent such sale is in accordance with the terms of the Loan Documents and is permitted by applicable law), or exercise any other right or remedy the Creditors may have against any Borrower or any other party, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Loan Document Obligations have been irrevocably paid in full in cash and all Commitments have been terminated (other than indemnity and other contingent obligations which expressly survive the termination of the Credit Agreement with respect to which no claim has been asserted). Each Guarantor waives any defense arising out of any such election by the Creditors, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower

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or any other party or any security. Each Guarantor hereby acknowledges that additional Other Subsidiary Borrowers will likely be added as Borrowers to the Credit Agreement and afforded certain extensions of credit thereunder. Each Guarantor hereby reaffirms its obligations under this Guaranty with respect to each such additional Other Subsidiary Borrower that may be joined as a new Borrower in the future.

(b) Each Guarantor waives all presentments, demands for performance, protests and notices, including, without limitation, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional indebtedness. Each Guarantor assumes all responsibility for being and keeping itself informed of each Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs hereunder, and agrees that the Creditors shall have no duty to advise any Guarantor of information known to them regarding such circumstances or risks.

11. The Creditors agree that this Guaranty may be enforced only by the action of Administrative Agent acting upon the instructions of the Required Lenders and that no other Creditor shall have any right individually to seek to enforce or to enforce this Guaranty or to realize upon the security to be granted by the Security Documents, it being understood and agreed that such rights and remedies may be exercised by Administrative Agent or the holders of at least a majority of the outstanding Other Obligations, as the case may be, for the benefit of the Creditors upon the terms of this Guaranty and the Security Documents. The Creditors further agree that this Guaranty may not be enforced against any director, officer, employee, or stockholder of any Guarantor (except to the extent such stockholder is also a Guarantor hereunder).

12. In order to induce the Lenders to make the Loans and issue (or participate in) Letters of Credit as provided in the Credit Agreement, and in order to induce the Other Creditors to execute, deliver and perform the Interest Rate Protection or Other Hedging Agreements, each Guarantor represents, warrants and covenants that:

(a) Such Guarantor (i) is a duly organized and validly existing organization in good standing under the laws of the jurisdiction of its organization (to the extent that such concept exists in such jurisdiction), (ii) has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (iii) is duly qualified and is authorized to do business and is in good standing (to the extent such concept exists in the relevant jurisdiction) in (x) its jurisdiction of organization and (y) in each other jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except in the case of clause (y) where such failure to be so qualified, authorized or in good standing which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(b) Such Guarantor has the corporate power and authority to execute and deliver this Guaranty and to perform its obligations hereunder and has taken all necessary action to authorize the execution, delivery and performance by it of this Guaranty. Such

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Guarantor has duly executed and delivered this Guaranty and this Guaranty constitutes the legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

(c) The execution and delivery by such Guarantor of this Guaranty and the performance of such Guarantor’s obligations hereunder do not (i) contravene any applicable provision of any Requirement of Law applicable to such Guarantor, (ii) conflict with or result in any breach of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of such Guarantor pursuant to the terms of any Contractual Obligation to which such Guarantor is a party or by which it or any of its assets or property is bound, except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Guarantor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and except as set forth on Schedule 6.3 of the Credit Agreement.

(d) Except as set forth on Schedule 6.4 of the Credit Agreement and except for filings necessary to create or perfect security interests in the Collateral, no material order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made on or prior to the Initial Borrowing Date), or exemption by, any Governmental Authority is required to authorize, or is required in connection with, (i) the execution and delivery of this Guaranty or the performance of the obligations hereunder or (ii) the legality, validity, binding effect or enforceability of this Guaranty.

(e) There are no actions, suits or proceedings pending or, to the best knowledge of such Guarantor, threatened (i) against such Guarantor challenging the validity of any material provision of this Guaranty or (ii) that would reasonably be expected to have a Material Adverse Effect.

13. Each Guarantor covenants and agrees that on and after the date hereof and until the termination of the Total Commitment and when no Loan, Note or Letter of Credit remains outstanding (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the issuer of the Letter of Credit in its sole and absolute discretion) and all Loan Document Obligations have been irrevocably paid in full in cash (other than indemnities described in Section 12.4 of the Credit Agreement and analogous provisions in the Security Documents which are not then due and payable and which survive the termination of the Credit Agreement and for which no claim has been made), such Guarantor shall take, or will refrain from taking, as the case may be, all actions that are necessary to be

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taken or not taken so that no violation of any provision, covenant or agreement contained in Articles VII or VIII of the Credit Agreement relating to such Guarantor or any of its Subsidiaries, and so that no Event of Default, is caused by the actions of such Guarantor or any of its Subsidiaries.

14. The Guarantors hereby jointly and severally agree to pay all reasonable out-of-pocket costs and expenses of each Creditor in connection with the enforcement of this Guaranty and any amendment, waiver or consent relating hereto (including, without limitation, the reasonable fees and disbursements of counsel employed by any of the Creditors).

15. This Guaranty shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the Bank Creditors and their successors and permitted assigns and the Other Creditors.

16. Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated except with the written consent of each Guarantor directly affected thereby and the Required Lenders (or to the extent required by Section 12.1 of the Credit Agreement, with the written consent of each Lender) at all times prior to the time on which all Loan Document Obligations have been irrevocably paid in full in cash; provided, however, that any change, waiver, modification or variance affecting the rights and benefits of a single Class (as defined below) of Creditors (and not all Creditors in a like or similar manner) shall require the written consent of the Requisite Creditors (as defined below) of such Class of Creditors; and provided, further, that (i) any addition of a Guarantor hereunder shall not constitute a change, waiver, discharge, termination, amendment or other modification hereto for the purposes of this Section 16, and the addition of any such Guarantor shall be effective upon the delivery of a Supplement (as defined below) to Administrative Agent by the applicable Guarantor and (ii) any release of a Guarantor hereunder permitted by Section 12.19 of the Credit Agreement shall not constitute a change, waiver, discharge, termination, amendment of other modification hereto for the purposes of this Section 16 and the release of a Guarantor shall be effective upon delivery of such Guarantor of a release executed by Administrative Agent (which release Administrative Agent is authorized to execute and deliver to the extent provided in Section 12.19 of the Credit Agreement). For the purpose of this Guaranty the term “Class” shall mean each class of Creditors, i.e., whether (A) the Bank Creditors as holders of the Loan Document Obligations or (B) the Other Creditors as the holders of the Other Obligations. For the purpose of this Guaranty, the term “Requisite Creditors” of any Class shall mean each of (i) with respect to the Loan Document Obligations, the Required Lenders and (ii) with respect to the Other Obligations, the holders of at least a majority of all obligations outstanding from time to time under the Interest Rate Protection or Other Hedging Agreements.

17. Each Guarantor acknowledges that an executed (or conformed) copy of each of the Loan Documents and Interest Rate Protection or Other Hedging Agreements in existence as of the date hereof has been made available to its principal executive officers.

18. In addition to any rights now or hereafter granted under applicable law (including, without limitation, Section 151 of the New York Debtor and Creditor Law) and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Creditor is hereby authorized at any time or from time to time, without

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notice to any Guarantor or to any other Person, any such notice being expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Creditor to or for the credit or the account of such Guarantor, against and on account of the obligations and liabilities of such Guarantor to such Creditor under this Guaranty, irrespective of whether or not such Creditor shall have made any demand hereunder. Each Creditor agrees to use reasonable efforts to notify Company and Administrative Agent after any such setoff and application made by such Creditor.

19. All notices and communications hereunder shall be given to the addresses and otherwise made in accordance with Section 12.3 of the Credit Agreement; provided that notices and communications to (a) the Guarantors, shall be directed to the Guarantors, at the address of Company as provided in and in accordance with Section 12.3 of the Credit Agreement, (b) the Bank Creditors, shall be directed to Administrative Agent, Collateral Agent or the Lenders, as applicable, at the address of such party as provided in and in accordance with Section 12.3 of the Credit Agreement, and (c) any Other Creditor at such address as such Other Creditor shall have specified in writing to the Guarantors and Administrative Agent.

20. If claim is ever made upon any Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation hereof or other instrument evidencing any liability of any Borrower, and such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

21. (a) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING HERETO, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS GUARANTY, EACH PARTY HERETO, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (1) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NON-EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (2) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (3) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO IT AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 19; (4) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAKING; AND (5)

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AGREES THE CREDITORS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY PARTY HERETO IN THE COURTS OF ANY OTHER JURISDICTION.

(b) EACH OF THE PARTIES TO THIS GUARANTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR JURISDICTION, INCLUDING WITHOUT LIMITATION, THOSE REFERRED TO IN CLAUSE (a) ABOVE, IN RESPECT TO ANY MATTER ARISING OUT OF OR DIRECTLY RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CHOICE OF LAW RULES, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

22. In the event that all of the capital stock of one or more Guarantors is sold, transferred or otherwise disposed of or liquidated in compliance with the requirements of clause (v) of Section 8.3 or Section 8.4 of the Credit Agreement (or such sale or other disposition or liquidation has been approved in writing by the Required Lenders (or all Lenders if required by Section 12.1 of the Credit Agreement)) and the proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of the Credit Agreement, to the extent applicable, such Guarantor shall be released from this Guaranty and this Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the capital stock or partnership interests of any Guarantor shall be deemed to be a sale of such Guarantor for the purposes of this Section 22).

23. This Guaranty and any amendments or supplements hereto may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrowers and Administrative Agent.

24. All payments made by any Guarantor hereunder will be made without setoff, counterclaim or other defense.

25. It is understood and agreed that any Subsidiary of Company that is required to become a party to this Guaranty after the Closing Date pursuant to Section 7.12 of the Credit Agreement shall automatically become a Guarantor hereunder upon the execution and delivery by such Subsidiary of an instrument substantially in the form of Exhibit A hereto (a “Supplement”) and the delivery of same to Administrative Agent, with the same force and effect as if originally named as a party herein. The execution and delivery of any instrument adding an additional party to this Guaranty shall not require the consent of any party hereunder or of any Secured Creditor. The rights and obligations of each party hereunder shall remain in full force and effect notwithstanding the addition of any new party hereto.

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26. On the Termination Date, this Guaranty shall automatically terminate (provided that all indemnities set forth herein shall survive such termination) and Administrative Agent, at the request and expense of the relevant Guarantor, will execute and deliver to such Guarantor a proper instrument or instruments acknowledging the satisfaction and termination of this Guaranty. As used in this Guaranty, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated and all Loan Document Obligations then outstanding (other than any contingent indemnities described herein and in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash.

[signature page follows]

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IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.

[GUARANTORS]

	By:
	Name:
	Title:

Signature page to

Subsidiary Guaranty

Accepted and Agreed to:

DEUTSCHE BANK AG NEW YORK BRANCH,

as Administrative Agent

By:
Name:
Title:

By:
Name:
Title:

Signature page to

Subsidiary Guaranty

EXHIBIT A

SUBSIDIARY GUARANTY

ADDITION OF NEW GUARANTOR TO SUBSIDIARY GUARANTY (this “Instrument”), dated as of ___________ __, ______, amending that certain Subsidiary Guaranty, dated as of December [__], 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by the Guarantors (the “Guarantors”) party thereto in favor of the Creditors.

Reference is made to the Credit Agreement dated as of December [__], 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Ball Corporation, an Indiana corporation (“Company”), Ball European Holdings, S.àr.l., a limited liability company organized under the laws of Luxembourg (“European Holdco”), each Other Subsidiary Borrower, the financial institutions from time to time party thereto, as lenders (the “Lenders”), Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent for the Lenders, pursuant to which the Lenders have agreed to make Loans and to issue, and participate, in Letters of Credit as contemplated therein

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement or, if not therein defined, in the Credit Agreement.

The Guarantors have entered into the Agreement in order to induce the Lenders to extend credit pursuant to the Credit Agreement and to induce the Other Creditors to extend Interest Rate Protection or Other Hedging Agreements. Pursuant to Section 25 of the Agreement, the undersigned is required to enter into the Agreement as a Guarantor. Section 25 of the Agreement provides that additional parties may become Guarantors under the Agreement by execution and delivery of an instrument substantially in the form of this Instrument. The undersigned (the “New Party”) is executing this Instrument in accordance with the requirements of the Credit Agreement to become a Guarantor under the Agreement in order to induce the Lenders to extend and continue the extension of credit pursuant to the Credit Agreement.

Accordingly, the New Party agrees as follows:

SECTION 1. In accordance with the Agreement, the New Party by its signature below becomes a party to the Agreement as of the date hereof with the same force and effect as if originally named therein as a party and the New Party hereby (a) agrees to all the terms and warrants that the representations and warranties made by it as a party thereunder are true and correct in all material respects on and as of the date hereof. Each reference to a “Guarantor” in the Agreement shall be deemed to include the New Party. The Agreement is hereby incorporated herein by reference.

SECTION 2. The New Party represents and warrants to Administrative Agent and the Creditors that this Instrument has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’

A-1

rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

SECTION 3. This Instrument may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Instrument shall become effective when Administrative Agent shall have received a counterpart of this Instrument that bears the signature of the New Party.

SECTION 4. Except as expressly supplemented hereby, the Agreement shall remain in full force and effect.

SECTION 5. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CHOICE OF LAW RULES, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 6. All communications and notices hereunder shall be in writing and given as provided in the Agreement. All communications and notices hereunder to the New Party shall be given to it pursuant to and in accordance with in Section 19 of the Agreement.

IN WITNESS WHEREOF, the New Party has duly executed this Addition of New Guarantor to Subsidiary Guaranty as of the day and year first above written.

[NAME OF NEW PARTY],

	By:
	Name:
	Title:

A-2

EXECUTION VERSION

FORM OF

UNITED STATES PLEDGE AGREEMENT

THIS UNITED STATES PLEDGE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 21, 2010, is made by each of the undersigned (each, a “Pledgor” and, together with any other entity that becomes a party hereto pursuant to Section 23 hereof, collectively, the “Pledgors”), to DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent (the “Pledgee”) for the benefit of (i) the Lenders and the Administrative Agent under the Credit Agreement hereinafter referred to (such Lenders and Administrative Agent are hereinafter called the “Bank Creditors”) and (ii) if one or more Lenders (or any Affiliate thereof) is a party to one or more Interest Rate Agreements as permitted pursuant to Section 8.2(e) of the Credit Agreement or Other Hedging Agreements as permitted pursuant to Section 8.2(h) of the Credit Agreement (collectively, the “Interest Rate Protection or Other Hedging Agreements”), with, or guaranteed by, a Pledgor, any such Lender or Lenders or any Affiliate of such Lender or Lenders (collectively, the “Other Creditors” and, together with the Bank Creditors, are hereinafter called the “Secured Creditors”).

W I T N E S S E T H :

WHEREAS, pursuant to that certain Subsidiary Guaranty dated as of even date herewith, certain Subsidiaries of Company have guaranteed to the Secured Creditors the payment when due of the Guaranteed Obligations, as defined in the Subsidiary Guaranty (the “Subsidiary Guaranteed Obligations”);

WHEREAS, pursuant to the Credit Agreement, Company has guaranteed to the Secured Creditors the payment when due of the Guaranteed Obligations (as defined in the Credit Agreement) (the “Company Guaranteed Obligations”);

WHEREAS, it is a condition to each of the above-described extensions of credit that each Pledgor shall have executed and delivered this Agreement; and

WHEREAS, each Pledgor desires to enter into this Agreement in order to satisfy the condition described in the preceding paragraph;

NOW, THEREFORE, in consideration of the benefits accruing to each Pledgor, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby makes the following representations and warranties to the Pledgee for the benefit of the Secured Creditors

CHL:41747.6

and hereby covenants and agrees with the Pledgee for the benefit of the Secured Creditors as follows:

1. SECURITY FOR OBLIGATIONS. This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:

(i) with respect to each Subsidiary executing the Subsidiary Guaranty, the Subsidiary Guaranteed Obligations, and with respect to the Company, the Company Guaranteed Obligations and the Obligations;

(ii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clause (i) above, after an Event of Default (as such term is defined in the Credit Agreement) shall have occurred and be continuing, the reasonable expenses of preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs, but excluding any Taxes and Excluded Taxes; and

(iii) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement;

all such obligations, liabilities, sums and expenses set forth in clauses (i) through (iii) of this Section 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

2. DEFINITION OF SECURITIES, ETC.

2.1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. The following terms, as used in this Agreement, shall have the following meanings:

“Additional Pledged Securities” has the meaning given to such term in Section 3.1 of this Agreement.

“Class” has the meaning given to such term in Section 20 of this Agreement.

“Collateral” has the meaning given to such term in Section 3.1 of this Agreement.

“Excluded Securities” means (i) Excluded Stock, (ii) Capital Stock of Ball International Holdings B.V. and Ball Delaware Holdings S.C.S., (iii) Capital Stock of Foreign Subsidiaries to the extent that such Capital Stock has otherwise been pledged to secure Obligations (as defined in the Credit Agreement) and (iv) Capital Stock of Ball Cayman Limited to the extent that the grant of a lien or security interest therein would (A) result in a breach of the terms of, or constitute a default under, any contract, instrument, license, agreement or other document to which Company or any of its Subsidiaries is subject or (B) give any other party to such contract, instrument, license, agreement or other document the right to terminate its obligations thereunder pursuant to a valid and enforceable provision.

“Initial Pledged Securities” has the meaning given to such term in Section 3.1 of this Agreement.

“Obligations” has the meaning given to such term in Section 1 of this Agreement.

“Pledged Securities” has the meaning given to such term in Section 3.1 of this Agreement.

“Primary Obligations” has the meaning given to such term in Section 9(b) of this Agreement.

“Pro Rata Share” has the meaning given to such term in Section 9(b) of this Agreement.

“Requisite Creditors” has the meaning given to such term in Section 20 of this Agreement.

“Secondary Obligations” has the meaning given to such term in Section 9(b) of this Agreement.

“Secured Debt Agreements” has the meaning given to such term in Section 5 of this Agreement.

“Securities” shall mean (i) with respect to a Domestic Subsidiary, all of the issued and outstanding Capital Stock of such Domestic Subsidiary at any time owned by any Pledgor, in each case to the extent such Domestic Subsidiary is a Material Subsidiary, (ii) with respect to a Foreign Subsidiary, all of the issued and outstanding Capital Stock of such Foreign Subsidiary, at any time owned by any Pledgor, in each case to the extent such Foreign Subsidiary is a first-tier Material Subsidiary; provided that, except as provided in Section 2.2 hereof, no Pledgor(s) (individually or in combination) shall be required to pledge hereunder more than 65% of the total combined voting power of all classes of Capital Stock of any Foreign Subsidiary entitled to vote, and (iii) in any event until released in accordance with the terms of this Agreement or the Credit Agreement, all of the Capital Stock set forth on Annex A hereto (as such Annex A may be amended in accordance with the terms hereof).

“Termination Date” has the meaning given to such term in Section 18(a) of this Agreement.

2.2. Additional Pledgors Due To Change in Code. If, following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, Administrative Agent or Required Lenders provides Company with an opinion addressed to Company of counsel (selected by Company within 30 days after receiving the request of Administrative Agent) that in form and substance reasonably satisfactory to Company concludes that with respect to any Foreign Subsidiary that is (i) an Other Subsidiary Borrower or a Material Subsidiary and (ii) a direct Wholly-Owned Subsidiary of Company or a Domestic Subsidiary which has not already had all of its stock pledged pursuant to the Pledge Agreements that a pledge of 65% or more (in the case of a direct Foreign Subsidiary) or all (in the case of any indirect Foreign Subsidiary) of the total combined

voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would not cause any undistributed earnings of a Foreign Subsidiary as determined for United States Federal income tax purposes to be treated as a deemed dividend to a Foreign Subsidiary’s United States parent for United States Federal income tax purposes, then that portion of such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to a Pledge Agreement shall be pledged upon entering all necessary documents to Pledgee for the benefit of the Secured Creditors pursuant to the Pledge Agreements (or another pledge agreement in substantially similar form, if needed) to the extent that entering into such agreement is permitted by the laws of the respective foreign jurisdiction; provided, however, that the amount of additional stock that may be pledged pursuant to this Section 2.2 shall not exceed the amount of such stock that, in the opinion of such counsel, can be pledged without causing any such undistributed earnings of a Foreign Subsidiary to be treated as a deemed dividend. All reasonable out-of-pocket expenses incurred by Administrative Agent or the Required Lenders to obtain such an opinion shall be paid by Company.

2.3 Restrictions on Pledges. Notwithstanding any provision to the contrary in any Loan Document (except for Section 2.2 of this Agreement and Section 12.22 of the Credit Agreement), (a) neither Company nor any Domestic Subsidiary of Company (individually or in combination) shall pledge more than 65% of the stock of any Foreign Subsidiary (or more than 65% of the total combined voting power of all classes of stock of such Foreign Subsidiary entitled to vote) and (b) no Foreign Subsidiary of Company shall pledge the stock of any Subsidiary to secure any obligations of any Borrower that is a United States person within the meaning of Code Section 7701(a)(30) (any of the foregoing stock not subject to the exception provided in Section 2.2, the “Excluded Stock”). For purposes of this Section 2.3, Subsidiary shall include any Unrestricted Entity.

3. PLEDGE OF SECURITIES, ETC.

3.1 Pledge. To secure the Obligations, and for the purposes set forth in Section 1 hereof, each Pledgor hereby grants and pledges to the Pledgee a security interest in all of such Pledgor’s right, title and interest in the following property (all of which is hereinafter referred to as the “Collateral”) now or hereafter owned by such Pledgor: (i) the shares of stock, the limited liability company interests and the other Capital Stock described on Annex A hereto (and in and to all certificates or instruments evidencing any and/or all of the foregoing) (the “Initial Pledged Securities”); (ii) all of such Pledgor’s right, title and interest in and to any other Securities (and in and to all certificates or instruments evidencing such Securities) (the “Additional Pledged Securities”, and together with the Initial Pledged Securities, the “Pledged Securities”); and (iii) all proceeds of any and all the foregoing as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. Notwithstanding the foregoing, “Collateral” shall not include Excluded Securities, except that “Collateral” shall include, in any event, the shares of stock, the limited liability company interests and the other Capital Stock listed on Annex A hereto.

3.2 Delivery of Securities. On the date hereof, each Pledgor has delivered to the Pledgee any and all certificates which it owns representing any Initial Pledged Securities, accompanied by undated stock, partnership or membership powers duly executed in blank by such Pledgor (and accompanied by any transfer tax stamps required in connection with the

pledge of such Securities), or such other instruments of transfer as are reasonably acceptable to the Pledgee. If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Capital Stock required to be pledged under this Agreement at any time or from time to time after the date hereof, such Pledgor will promptly deposit such Capital Stock (or certificates or instruments representing such Capital Stock) with the Pledgee and deliver to the Pledgee certificates or instruments therefor (if any), accompanied by undated stock, partnership or membership powers duly executed in blank by such Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Capital Stock), or such other instruments of transfer as are acceptable to the Pledgee, and will promptly thereafter deliver to the Pledgee a certificate executed by a Responsible Officer of such Pledgor describing such Capital Stock in the manner set forth on Annex A hereto and certifying that the same have been duly pledged with the Pledgee hereunder (and upon such delivery Annex A hereto shall be deemed amended to include such additional Capital Stock as Securities).

3.3 Uncertificated Securities. Notwithstanding anything to the contrary contained in Sections 3.1 and 3.2 hereof, if any Pledged Securities (whether now owned or hereafter acquired) are uncertificated Securities, the respective Pledgor shall promptly notify the Pledgee thereof, and shall promptly take all actions required to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 8-313 and 8-321 of the New York UCC if applicable). The Pledgors shall not permit or suffer (a) such uncertificated Pledged Securities to be represented by any certificates or otherwise become “certificated securities” or to be credited to a “securities account” within the meaning of the UCC unless Pledgee has been granted “control” within the meaning of the UCC over such “securities account” (or unless such Securities thereafter become certificated and the provisions of Section 3.2 hereof are complied with) or (b) any person other than the Pledgee to have “control” within the meaning of Article 8 of the UCC in respect of the such uncertificated Pledged Securities.

3.4 [Reserved].

4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee shall have the right to appoint, after the Initial Borrowing Date, one or more sub-agents for the purpose of retaining physical possession of the certificated Pledged Securities, which may be held (in the discretion of the Pledgee) in the name of such Pledgor, endorsed or assigned in blank or in favor of the Pledgee or any nominee or nominees of the Pledgee or a sub-agent appointed by the Pledgee.

5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. So long as an Event of Default shall not have occurred and be continuing and until the Pledgee gives notice of its intent to exercise its rights under Section 7 hereof during the continuation of an Event of Default, each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give consents, waivers or ratifications in respect thereof; provided, that no vote shall be cast or any consent, waiver or ratification given or any action taken which would violate, result in breach of any covenant contained in this Agreement, the Credit Agreement or any other Loan Document or any Interest Rate Protection or Other Hedging Agreement (collectively, the “Secured Debt Agreements”), except to the extent such

violation, inconsistency or impairment shall be waived in accordance with the terms of Section 20 hereof.

6. DIVIDENDS AND OTHER DISTRIBUTIONS. So long as an Event of Default shall not have occurred and be continuing and until the Pledgee gives notice of its intent to exercise its rights under Section 7 hereof during the continuation of an Event of Default, all cash dividends and distributions payable in respect of the Pledged Securities shall be paid to the respective Pledgor that owns such Pledged Securities; provided, that all cash dividends payable in respect of the Pledged Securities that represent in whole or in part an extraordinary or liquidating return of capital other than pursuant to Section 8.4 of the Credit Agreement shall be paid, to the extent so determined to represent an extraordinary or liquidating return of capital, to the Pledgee and retained by it as part of the Collateral and, prior to enforcement of the Pledgee’s rights hereunder after the occurrence and during the continuance of an Event of Default, shall be held in an account in the name of the applicable Pledgor maintained with Administrative Agent or another financial institution reasonably acceptable to the Pledgee which account, to the extent requested by Pledgee, is subject to a control agreement in favor of the Pledgee. The Pledgee also shall be entitled to receive directly, and to retain as part of the Collateral:

(a) all other or additional stock or other securities (other than cash) paid or distributed by way of dividend or otherwise in respect of the Pledged Securities;

(b) all other or additional stock or other securities or property (including cash) paid or distributed in respect of the Pledged Securities by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; and

(c) all other or additional stock or, except in connection with transactions permitted by the Credit Agreement, other securities or property (including cash) which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate reorganization.

Nothing contained in this Section 6 shall limit or restrict in any way the Pledgee’s right to receive proceeds of the Collateral in any form in accordance with Section 3 of this Agreement. All dividends, distributions or other payments that are received by any Pledgor contrary to the provisions of this Section 6 and Section 7 shall be received in trust for the benefit of the Pledgee, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Pledgee as Collateral in the same form as so received (with any necessary endorsement).

7. REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default shall have occurred and be continuing, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable:

(a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereof;

(b) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees;

(c) to vote all or any part of the Pledged Securities (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); and

(d) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to such Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

8. REMEDIES, ETC., CUMULATIVE. Each and every right, power and remedy of the Pledgee provided for in this Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee or any other Secured Creditor of any one or more of the rights, powers or remedies provided for in this Agreement, or any other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee or any Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee or any Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof. Unless otherwise required by the Loan Documents, no notice to or demand on any Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Pledgee or any Secured Creditor to any other or further action in any circumstances without notice or demand.

9. APPLICATION OF PROCEEDS.

(a) All moneys collected by the Pledgee upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows:

(i) first, to the payment of all amounts owing the Pledgee of the type described in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereof;

(ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed;

(iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and

(iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus.

(b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (ii) “Primary Obligations” shall mean (A) in the case of the Loan Document Obligations (as defined in the Subsidiary Guaranty), all principal of, and interest on, all Loans, all Unpaid Drawings theretofore made (together with all interest accrued thereon), and the aggregate Stated Amounts of all Letters of Credit issued (or deemed issued) under the Credit Agreement, and all fees and (B) in the case of the Other Obligations (as defined in the Subsidiary Guaranty), all amounts due under the Interest Rate Protection or Other Hedging Agreements (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (iii) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

(c) When payments to Secured Creditors are based upon their respective Pro Rata Shares, the amounts received by such Secured Creditors hereunder shall be applied (for purposes of making determinations under this Section 9 only) (i) first, to their Primary Obligations and (ii) second, to their Secondary Obligations. If any payment to any Secured

Creditor of its Pro Rata Share of any distribution would result in overpayment to such Secured Creditor, such excess amount shall instead be distributed in respect of the unpaid Primary Obligations or Secondary Obligations, as the case may be, of the other Secured Creditors, with each Secured Creditor whose Primary Obligations or Secondary Obligations, as the case may be, have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of such Secured Creditor and the denominator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of all Secured Creditors entitled to such distribution.

(d) Each of the Secured Creditors agrees and acknowledges that if the Bank Creditors are to receive a distribution on account of undrawn amounts with respect to Letters of Credit issued (or deemed issued) under the Credit Agreement (which shall only occur after all outstanding Loans and Unpaid Drawings with respect to such Letters of Credit have been paid in full), such amounts shall be paid to the Administrative Agent under the Credit Agreement and held by it, for the equal and ratable benefit of the Bank Creditors, as cash security for the repayment of Obligations owing to the Bank Creditors as such. If any amounts are held as cash security pursuant to the immediately preceding sentence, then upon the termination of all outstanding Letters of Credit, and after the application of all such cash security to the repayment of all Obligations owing to the Bank Creditors after giving effect to the termination of all such Letters of Credit, if there remains any excess cash, such excess cash shall be returned by the Administrative Agent to the Pledgee for distribution in accordance with Section 9(a) hereof.

(e) Except as set forth in Section 9(d) hereof, all payments required to be made hereunder shall be made (i) if to the Bank Creditors, to Administrative Agent under the Credit Agreement for the account of the Bank Creditors, and (ii) if to the Other Creditors, to the trustee, paying agent or other similar representative (each a “Representative”) for the Other Creditors or, in the absence of such a Representative, directly to the Other Creditors.

(f) For purposes of applying payments received in accordance with this Section 9, the Pledgee shall be entitled to rely upon (i) Administrative Agent under the Credit Agreement and (ii) the Representative for the Other Creditors or, in the absence of such a Representative, upon the Other Creditors for a determination (which Administrative Agent, each Representative for any Secured Creditors and the Secured Creditors agree (or shall agree) to provide upon request of the Pledgee) of the outstanding Primary Obligations and Secondary Obligations owed to the Bank Creditors or the Other Creditors, as the case may be. Unless it has actual knowledge (including by way of written notice from a Bank Creditor or an Other Creditor) to the contrary, Administrative Agent and each Representative, in furnishing information pursuant to the preceding sentence, and the Pledgee, in acting hereunder, shall be entitled to assume that no Secondary Obligations are outstanding. Unless it has actual knowledge (including by way of written notice from an Other Creditor) to the contrary, the Pledgee, in acting hereunder, shall be entitled to assume that no Interest Rate Protection or Other Hedging Agreements are in existence.

(g) It is understood and agreed that the Pledgors shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the

Collateral hereunder and the aggregate amount of the sums referred to in clauses (i) through (iii), inclusive, of Section 9(a) hereof.

10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral by the Pledgee hereunder (whether by virtue of the power of sale herein granted, pursuant to judicial process or otherwise), the receipt of the Pledgee or the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Pledgee or such officer or be answerable in any way for the misapplication or nonapplication thereof.

11. INDEMNITY. Each Pledgor jointly and severally agrees to indemnify and hold harmless the Pledgee and each Secured Creditor and their respective successors, assigns, employees, agents and servants (individually an “Indemnitee,” and collectively the “Indemnitees”) from and against any and all claims, demands, losses, judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, and to reimburse each Indemnitee for all reasonable costs and expenses, including reasonable attorneys’ fees, growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder (but excluding any claims, demands, losses, judgments and liabilities or expenses that are Taxes, Excluded Taxes or to the extent arising or resulting from the gross negligence or willful misconduct of such Indemnitee or from such Indemnitee’s breach of its obligations under this Agreement). If and to the extent that the obligations of the Pledgors under this Section 11 are unenforceable for any reason, each Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

12. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor agrees that it will join with the Pledgee in executing (where necessary) and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents in such offices as the Pledgee may request and deem reasonably necessary and wherever required by law in order to perfect and preserve the Pledgee’s security interest in the Collateral and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem necessary to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder.

(b) Each Pledgor hereby appoints the Pledgee as such Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time after the occurrence and during the continuance of an Event of Default, in the Pledgee’s reasonable discretion to take any action and to execute any instrument which the Pledgee may reasonably deem necessary or advisable to accomplish the purposes of this Agreement.

13. THE PLEDGEE AS AGENT. The Pledgee will hold in accordance with this

Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood and agreed by the parties hereto and each Secured Creditor, by accepting the benefits of this Agreement, that each acknowledges and agrees that the obligations of the Pledgee as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement. The Pledgee shall act hereunder on the terms and conditions set forth herein and in Article XI and Sections 12.19 and 12.22 of the Credit Agreement.

14. TRANSFER BY PLEDGORS. No Pledgor will sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Collateral or any interest therein (except as may be permitted in accordance with the terms of the Credit Agreement).

15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and warrants and covenants that (a) it is the legal, record and beneficial owner of, and has good title to, all the Initial Pledged Securities and, when acquired by such Pledgor, all Additional Pledged Securities, in each case, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 of the Credit Agreement); (b) it has full corporate power, authority and legal right to pledge all the Pledged Securities; (c) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (d) except as set forth on Schedule 6.4 to the Credit Agreement, except for filings necessary to create or perfect security interests in the Collateral, and except as have been obtained or made on or prior to the Initial Borrowing Date, no material order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority, is required to authorize, or is required in connection with, (i) the execution and delivery of this Agreement or the performance of the obligations hereunder, (ii) the validity or enforceability of this Agreement against such Pledgor, (iii) the perfection or enforceability of the Pledgee’s security interest in the Collateral or (iv) except for compliance with or as may be required by applicable securities laws and the applicable UCC, the exercise by the Pledgee of any of its rights or remedies provided herein; (e) the execution and delivery by such Pledgor of this Agreement and the performance of such Pledgor’s obligations hereunder do not (i) contravene any provision of any Requirement of Law applicable to such Pledgor, (ii) conflict with or result in any breach of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and except as set forth on Schedule 6.3 to the Credit Agreement; (f) all the shares of the Pledged Securities of any corporation have been duly and validly issued, are fully paid and non-assessable and are subject

to no options to purchase or similar rights; and (g) the pledge and collateral assignment and delivery of the Pledged Securities (other than uncertificated Securities and other than Securities of Foreign Subsidiaries pledged pursuant to another Loan Document) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of such Pledgor which would include the Securities. Each Pledgor covenants and agrees that it will defend the Pledgee’s right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and such Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.

16. PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC. The obligations of each Pledgor under this Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever (other than termination of this Agreement pursuant to Section 18 hereof) including, without limitation: (a) any renewal, extension, amendment or modification of or addition or supplement to or deletion from any Secured Debt Agreement or any other instrument or agreement referred to therein, or any assignment or transfer of any thereof; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such agreement or instrument including, without limitation, this Agreement (other than a written waiver, consent or extension with respect to this Agreement in accordance with Section 20 hereof); (c) any furnishing of any additional security to the Pledgee or its assignee or any acceptance thereof or any release of any security by the Pledgee or its assignee; (d) any limitation on any party’s liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or agreement or any term thereof; or (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Pledgor or any Subsidiary of such Pledgor, or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not such Pledgor shall have notice or knowledge of any of the foregoing.

17. INTENTIONALLY OMITTED.

18. TERMINATION; RELEASE. (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and

deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letter of Credit, which have been supported in a manner satisfactory to the issuer of the Letter of Credit in its sole and absolute discretion) and all Obligations then outstanding (other than contingent indemnification obligations described in Section 11 hereof and Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash.

(b) In the event that any part of the Collateral is sold in connection with a sale permitted by Section 8.4 of the Credit Agreement or otherwise released at the direction of the Required Lenders (or all Lenders if required by Section 12.1 of the Credit Agreement) and the proceeds of such sale or sales or from such release are applied in accordance with the provisions of Section 4.4 of the Credit Agreement, to the extent required to be so applied, the Pledgee, at the request and expense of the respective Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and has not theretofore been delivered pursuant to this Agreement together with any undated stock, partnership or membership powers with respect thereto. The Pledgee shall also be entitled to and is hereby authorized and directed to duly assign, transfer and deliver such of the Collateral as provided in Section 12.19(b) of the Credit Agreement.

(c) At any time that the respective Pledgor desires that Collateral be released as provided in the foregoing subsection (a) or (b), as the case may be, it shall deliver to the Pledgee a certificate signed by a Responsible Officer stating that the release of the respective Collateral is permitted pursuant to such subsection (a) or (b), as the case may be.

(d) The Pledgee shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it in accordance with this Section 18.

19. NOTICES ETC. All notices and communications hereunder shall be directed to the addresses and otherwise made in accordance with Section 12.3 of the Credit Agreement; provided that notices and communications to (a) the Pledgors, shall be directed to the Pledgors, at the address of Company as provided in and in accordance with Section 12.3 of the Credit Agreement, (b) the Pledgee, shall be directed to the Pledgee, at the address of Administrative Agent as provided in and in accordance with Section 12.3 of the Credit Agreement, (c) the Bank Creditors, shall be directed to Administrative Agent, Collateral Agent or the Lenders, as applicable, at the address of such party as provided in and in accordance with Section 12.3 of the Credit Agreement and (d) any Other Creditor at such address as such Other Creditor shall have specified in writing to the Pledgors and Pledgee.

20. WAIVER; AMENDMENT. None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by each Pledgor and the Pledgee (with the written consent of the Required Lenders or, to the extent required by Section 12.1 of the Credit Agreement with the consent of each of the Lenders); provided, however, that any change, waiver, modification or variance affecting the rights and benefits of a single Class (as defined below) of Secured Creditors (and not all Secured Creditors in a like or similar manner) shall require the written consent of the Requisite Creditors (as defined below) of such affected Class. For the purpose of this Agreement, the term “Class” shall mean each class of Secured Creditors, i.e., whether (i) the Bank Creditors as holders of the Credit Agreement Obligations or (ii) the Other Creditors as the holders of the Other Obligations. For the purpose of this Agreement, the term “Requisite Creditors” of any Class shall mean each of (A) with respect to the Credit Agreement Obligations, the Required Lenders and (B) with respect to the Other Obligations, the holders of 51% of all obligations outstanding from time to time under the Interest Rate Protection Agreements or Other Hedging Agreements.

21. MISCELLANEOUS. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and its successors and assigns. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CHOICE OF LAW RULES, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). The headings in this Agreement are for purposes of reference only and shall not limit or define the meaning hereof. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. In the event that any provision of this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement which shall remain binding on all parties hereto.

22. RECOURSE. This Agreement is made with full recourse to each Pledgor and pursuant to and upon all the representations, warranties, covenants and agreements on the part of each Pledgor contained herein, in the other Loan Documents, in the Interest Rate Protection or Other Hedging Agreements and otherwise in writing in connection herewith or therewith.

23. ADDITIONAL PLEDGORS. It is understood and agreed that any Subsidiary of Company that is required to become a party to this Agreement after the Closing Date pursuant to Section 7.12 or 7.14 of the Credit Agreement shall automatically become a Pledgor hereunder, subject to Section 2.5 hereof, upon the execution and delivery by such Subsidiary of an instrument in the form of Annex B hereto and the delivery of same to the Pledgee, with the same force and effect as if originally named as a party herein. The execution and delivery of any instrument adding a new party to this Agreement shall not require the consent of any party hereunder or any Secured Creditor. The rights and obligations of each party hereunder shall remain in full force and effect notwithstanding the addition of any new party hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written.

[PLEDGORS]

	By:
	Name:
	Title:

Signature page to

United States Pledge Agreement

DEUTSCHE BANK AG NEW YORK BRANCH,

as Pledgee

	By:
	Name:
	Title:

	By:
	Name:
	Title:

Signature page to

United States Pledge Agreement

ANNEX A

TO PLEDGE AGREEMENT

[To be Provided by Company]

Pledged Securities

					Percentage of
				Share	Outstanding
Name of			Number	Certificate	Shares of
Pledgor	Name of Issuer	Type of Shares	of Shares	Number	Capital Stock

ANNEX B

TO UNITED STATES PLEDGE AGREEMENT

ADDITION OF NEW PLEDGOR TO PLEDGE AGREEMENT (this “Instrument”), dated as of ___________ __, ______, amending that certain United States Pledge Agreement dated as of December 21, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) by and among the Pledgors (the “Pledgors”) party thereto and Deutsche Bank AG New York Branch, in its capacity as Collateral Agent for the Secured Creditors (in such capacity, the “Pledgee”).

Reference is made to the Credit Agreement dated as December 21, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Ball Corporation, an Indiana corporation (“Company”), Ball European Holdings, S.àr.l., a limited liability company organized under the laws of Luxembourg (“European Holdco”), each Other Subsidiary Borrower, the financial institutions from time to time party thereto, as lenders (the “Lenders”), Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent for the Lenders, pursuant to which the Lenders have agreed to make Loans and to issue, and participate, in Letters of Credit as contemplated therein.

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement or, if not therein defined, in the Credit Agreement.

The Pledgors have entered into the Agreement in order to induce the Lenders to extend credit pursuant to the Credit Agreement and to induce the Other Creditors to extend Interest Rate Protection or Other Hedging Agreements. Pursuant to Section 23 of the Agreement, the undersigned is required to enter into the Agreement as a Pledgor. Section 23 of the Agreement provides that additional parties may become Pledgors under the Agreement by execution and delivery of an instrument in the form of this Instrument. The undersigned (the “New Party”) is executing this Instrument in accordance with the requirements of the Credit Agreement to become a Pledgor under the Agreement in order to induce the Lenders to extend and continue the extension of credit pursuant to the Credit Agreement.

Accordingly, the New Party agrees as follows:

SECTION 1. In accordance with the Agreement, the New Party by its signature below becomes a party to the Agreement as of the date hereof with the same force and effect as if originally named therein as a party and the New Party hereby (a) agrees to all the terms and warrants that the representations and warranties made by it as a party thereunder are true and correct in all material respects on and as of the date hereof. Each reference to a “Pledgor” in the Agreement shall be deemed to include the New Party. The Agreement is hereby incorporated herein by reference.

SECTION 2. The New Party hereby confirms the grant to the Pledgee set forth in the Agreement of, and, does hereby grant to the Pledgee, a security interest in all of the New Party’s right, title and interest in and to all Collateral to secure the Obligations, in each case, whether now owned or hereafter acquired. The New Party represents and warrants that the attached

Supplement to Annex A accurately and completely sets forth all additional information required pursuant to the Agreement and hereby agrees that such Supplement shall constitute part of the Annex A to the Agreement.

SECTION 3. The New Party represents and warrants to the Pledgee and the Secured Creditors that this Instrument has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

SECTION 4. This Instrument shall become effective when the Pledgee shall have received a counterpart of this Instrument that bears the signatures of the New Party.

SECTION 5. Except as expressly supplemented hereby, the Agreement shall remain in full force and effect.

SECTION 6. THIS INSTRUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CHOICE OF LAW RULES, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in the Agreement. All communications and notices hereunder to the New Party shall be given to it pursuant to and in accordance with Section 19 of the Agreement.

IN WITNESS WHEREOF, the New Party has duly executed this Addition of New Pledgor to Pledge Agreement as of the day and year first above written.

[NAME OF NEW PARTY],

	By:
	Name:
	Title:

SUPPLEMENT TO ANNEX A

TO UNITED STATES PLEDGE AGREEMENT

Pledged Securities

					Percentage of
				Share	Outstanding
Name of			Number	Certificate	Shares of
Pledgor	Name of Issuer	Type of Shares	of Shares	Number	Capital Stock

Schedule 1.1(a)

Commitments

Multicurrency

French

Term Loan A

Term Loan B

Term Loan C

Bank

Role/Title

Revolving Loan

(USD)

(GBP)

(Euro)

Deutsche Bank

Joint Lead Arranger / Administrative Agent

850,000,000

150,000,000

200,000,000

£51,000,000

€100,000,000

Schedule 1.1(b)

Revolver Sublimits

$1 Billion

Ball Corporation

$500 Million

Ball International Holdings BV

Ball Packaging Europe GmbH

Ball (Luxembourg) Finance, S.a.r.l.

Ball European Holdings, S.a.r.l.

Ball Packaging Corp.

$250 Million

Ball UK Holdings Ltd.

Ball Packaging Europe UK Limited

Ball Packaging Europe Holding BV

Ball Europe Ltd.

Ball Metal Beverage Container Corp.

Ball Aerosol and Specialty Container Inc.

Ball Aerospace & Technologies Corp.

Ball Container, LLC

Ball Metal Food Container Corp.

$150 Million

Ball (France) Holdings S.A.S.

Ball France Investment Holdings S.A.S.

Ball France Operations S.A.S.

$100 Million

Ball Cayman Limited

Ball Advanced Aluminum Technologies Canada, LP

Ball Advanced Aluminum Technologies Holding Canada, Inc.

Ball Packaging Europe Iberia S.A.

Ball Delaware Holdings, S.C.S.

Ball Packaging Europe Radomsko Sp z.o.o.

SCHEDULE 1.1(c)

Calculation of Mandatory Costs

On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Associated Costs Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Associated Costs Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

The Associated Costs Rate for any Lender lending from a lending office in a participating member state of the European Community relating to Economic and Monetary Union (other than the United Kingdom) that has adopted the Euro as its lawful currency will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that lending office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that lending office.

3.	The Associated Costs Rate for any Lender lending from a lending office in the United Kingdom will be calculated by the Administrative Agent as follows:

(a) in relation to a Loan in Sterling:

AB + C(B-D) + E x 0.01

------------------------------ per cent per annum

100 - (A + C)

(b) in relation to a Loan in any currency other than Sterling:

E x 0.01

---------- per cent per annum

300

Where:

is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash deposit with the Bank of England to comply with cash ratio requirements.

is the percentage rate of interest (excluding the Applicable Eurocurrency Margin and the Mandatory Cost and any additional rate of interest specified in Section 3.1(i) (Default Rate) payable for the relevant Interest Period on the Loan.

is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

is the percentage rate per annum payable by the Bank of England to the Administrative Agent on interest bearing Special Deposits.

is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Reference Lenders to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

4. For the purposes of this Schedule:

Capitalized terms used herein but not defined shall have the meaning set forth in the Credit Agreement.

“Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England.

“Fees Rules” means the rules on periodic fees contained in the Financial Services Authority Fees Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits.

“Fee Tariffs” means the fee tariffs specified in the Fees Rules under Column 1 of the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate).

“Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent, will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

If requested by the Administrative Agent, each Reference Lender shall, as soon as practicable after publications by the Financial Services Authority, supply to the Administrative Agent, the rate of charge payable by that Reference Lender to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Lender as being the average of the Fee Tariffs applicable to that Reference Lender for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Lender.

7.	Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Associated Costs Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a)

the jurisdiction of its Payment Office; and

(b)

any other information that the Administrative Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Administrative Agent of any change to the information provided by it pursuant to this paragraph.

The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Lender for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 6 and 7 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a lending office in the same jurisdiction as its lending office.

The Administrative Agent shall have no liability to any person if such determination results in an Associated Costs Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Lender pursuant to paragraph 2, 6 and 7 above is true and correct in all respects.

10.	The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Associated Costs Rate for each Lender based on the information provided by each Lender and each Reference Lender pursuant to paragraphs 2, 6 and 7 above.

11.	Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Associated Costs Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

12.

The Administrative Agent may from time to time, after consultation with the relevant Borrowers and Lenders, determine and notify to all parties hereto any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

Schedule 1.1(d)

Other Subsidiary Borrowers

1. Ball International Holdings B.V., The Netherlands

2. Ball UK Holdings, Ltd, England

3. Ball Packaging Europe UK Limited, England

4. Ball Packaging Europe Holding B.V., The Netherlands

5. Ball Packaging Europe GmbH, Germany

6. Ball (Luxembourg) Finance S.àr.l., Luxembourg

7. Ball Delaware Holdings S.C.S., Luxembourg

8. Ball Cayman Limited, Cayman Islands

9. Ball Advanced Aluminum Technologies Canada LP, Quebec

10. Ball Advanced Aluminum Technologies Holding Canada Inc., New Brunswick

11. Ball Aerosol and Specialty Container Inc., Delaware

12. Ball Aerospace & Technologies Corp., Delaware

13. Ball Container LLC, Delaware

14. Ball Europe Limited, England

15. Ball (France) Holdings S.A.S., France

16. Ball (France) Investment Holdings S.A.S., France

17. Ball France Operations S.A.S., France

18. Ball Metal Beverage Container Corp., Colorado

19. Ball Metal Food Container Corp., Delaware

20. Ball Packaging Europe Iberia S.L., Madrid

21. Ball Packaging Corp., Colorado

22. Ball Packaging Europe Radomsko Sp.z o.o., Poland

23. Ball European Holdings S.àr.l., Luxembourg

Schedule 1.1(e)

Unrestricted Entities

1. Aerocan SAS*

2. AUK Holding Ltd*

3. Aerocan France SAS*

4. Aerocan UK Ltd*

5. Aerocan CZ S.R.O.*

6. Copal SAS*

*From and after the acquisition of this company, which is scheduled to occur in January 2011.

Schedule 1.1(f)

Applicable Designees

None

Schedule 2.10(j)

Letters of Credit Outstanding

Ball Corporation
Issuer	Amount
LOC No.	Outstanding	Beneficiary	Purpose	Expiry Date
JPMorgan Chase Chicago, IL 321013	920,753.68 USD	Bank One, National Association (f/k/a The First National Bank of Chicago), Trustee Chicago, IL	Direct pay LC for IRB Greeneville, TN	9/29/11
JPMorgan Chase Chicago, IL 321015	4,601,713.00 USD	Bank One, National Association (f/k/a The First National Bank of Chicago), Trustee Chicago, IL	Direct pay LC for IRB College Township, PA	9/29/11
JPMorgan Chase Chicago, IL 326066	11,525,000.00 USD	U.S. Fidelity & Guaranty Company, c/o Discovery Managers Ltd. Farmington, CT	Worker’s Comp	9/29/11
JPMorgan Chase Chicago, IL 326336	2,992,738.00 USD	New York Worker’s Compensation Board Albany, NY	Worker’s Comp	4/29/11
JPMorgan Chase Chicago, IL 321009	100,000.00 USD	Travelers	Worker’s Comp	9/29/11
Bank of America, N.A. Los Angeles, CA 3047584	588,000.00 USD	State of Washington, Department of Labor and Industries Olympia, WA	Worker’s Comp	04/16/11
Bank of America, N.A. Los Angeles, CA 3047996	400,000.00 USD	Arkansas Workers’ Compensation Commission Little Rock, AR	Worker’s Comp	05/02/11
Bank of America, N.A. Los Angeles, CA 3055921	400,000.00 USD	Hartford Fire Insurance Hartford, CT	Worker’s Comp	05/09/11
Deutsche Bank New York, NY S-16005	100,000.00 USD	Safety National St. Louis, MO	Workers Comp for State of Ohio Workers	9/1/11
Deutsche Bank New York, NY S-16252	225,000.00 USD	National Union Fire New York, NY	Workers Comp	9/29/11
Deutsche Bank New York, NY S-16320	355,000.00 USD	Arrowood Indemnity Company Charlotte, NC	Worker’s Comp	9/29/11
Deutsche Bank New York, NY S-16415	400,000.00 USD	SCIF Grace Place	Lease Deposit U.S. Can	3/2/11

Ball Corporation
Issuer	Amount
LOC No.	Outstanding	Beneficiary	Purpose	Expiry Date
Deutsche Bank New York, NY DBS-17196	1,500,000.00 USD	Siderar Argentina	Equipment Lease	8/2/11
Deutsche Bank New York, NY DBS-17872	312,000.00 USD	U.S. Environmental Chicago, IL	Federal Compliance	3/3/11

Schedule 5.1(b)(iii)

Foreign Pledged Collateral

Ball Advanced Aluminum Technologies Holdings Canada Inc.

Ball Advanced Aluminum Technologies Canada LP (99% not 100%)

Ball Delaware Holdings, S.C.S.

Ball Cayman Limited

Ball European Holdings S.a.r.l.

Ball (Luxembourg) Finance S.a.r.l.

Ball UK Holdings Ltd.

Ball (France) Holdings, S.A.S.

Ball Packaging Europe Holding B.V.

Ball Europe Limited

Ball France Operations S.A.S.

Ball (France) Investment Holdings S.A.S.

Ball International Holdings B.V. (pledge limited to 65% of voting shares)

Ball Packaging Europe UK Ltd.

Ball Packaging Europe Holding GmbH & Co KG

Ball Packaging Europe GmbH

Ball Packaging Europe Iberia, S.L.

Ball Packaging Europe Rodomsko Sp. z.o.o.

Schedule 6.3

Approvals and Consents

None.

Schedule 6.4

Governmental Approvals

None.

Schedule 6.5(e)

Projections

On file with Administrative Agent.

Schedule 6.11

Pledge Agreement Filings

Country	Pledged Entities	Requirements
Canada—Quebec	Ball Advanced Aluminum Technologies Canada, LP	Registrations at the Register of Personal and Movable Real Rights (“RMPRR”) against: 1. Ball Canada Acquisition, Inc.; 2. Ball Advanced Aluminum Technologies Holding Canada, Inc.; and 3. Ball Advanced Aluminum Technologies Canada, Inc.
Canada—New Brunswick	Ball Advanced Aluminum Technologies Holding Canada, Inc.	Registrations at the New Brunswick register under the Personal Property Security Act.
Cayman Islands	Ball Cayman Limited	No filings required with any Cayman Islands Government authority to perfect security interest over Ball Cayman Limited shares. Usual market practice for delivery of the share certificates of the Ball Cayman Limited shares (if applicable) together with signed undated share transfer forms to be delivered to pledgee.
France	Ball France Operations S.A.S. (France) Ball France Investment Holdings S.A.S. (France) Ball (France) Holdings S.A.S. (France)	Resolutions of the President and the sole shareholder of each company the shares of which are being pledged. Statement of pledge and pledge certificate for each company the shares of which are being pledged. Delivery of certified copies of

		the special shareholder’s account for each company the shares of which are being pledged. Inscription of pledge in shareholder register of company the shares of which are being pledged. Delivery of share transfer orders for each company the shares of which are being pledged. Delivery of certified copies of updated shareholder register after closing for each company the shares of which are being pledged.
Germany	Ball Packaging Europe GmbH Ball Packaging Europe Holding GmbH & Co.KG	A notification of the pledged entities of the pledges and a confirmation of receipt thereof; this will be completed after the signing of the pledge agreement; As to Ball Packaging Europe GmbH&Co. KG, the consent of all shareholders to the pledges is required; this will be part of the pledge agreement itself.
Luxembourg	Ball Holdings, SCS Ball (Luxembourg) Finance, S.àr.l. Ball European Holdings S.àr.l.	Acknowledgement of pledge of shares/partnership interests by each company whose shares/partnership interests are pledged. Inscription of pledge in register of members/partners of company the shares/partnership interests of which are being pledged. Approval of the limited partners of Ball Holdings S.C.S. re pledge and pledgee.


Netherlands	Ball International Holdings B.V. Ball Packaging Europe Holding B.V.	Inscription of pledge in each respective shareholder register of company the shares of which are being pledged.
Poland	Ball Packaging Europe Radomsko Sp. z o.o.	Inscription of pledge in shareholder register of company the shares of which are being pledged. Filing for registration of pledge in the register of pledges maintained by the District Court for the City of Warsaw.
U.K.	Ball Europe Ltd. (UK) Ball (UK) Holdings Ltd. Ball Packaging Europe UK Ltd.	Form MG01 by Ball UK Holdings, Ltd. Delivery of the share certificates of the shares and securities subject to the equitable mortgagee over securities together with signed and undated share transfer forms.
Spain	Ball Packaging Europe Iberia, S.L.U.	Acknowledgment by the Notary of the pledge in the property deeds. Registration of the pledge in the Shareholder’s Registry Book.

Schedule 6.13

Foreign Pension Plans

None.

Schedule 6.16

Organization of Subsidiaries

Name	Jurisdiction of Incorporation	Ownership	Material?
Ball Corporation	Indiana	Publicly traded	Yes

Subsidiaries

Ball Packaging Corp.	Colorado	Ball Corporation 100%	Yes
Ball Metal Food Container Corp.	Delaware	Ball Packaging Corp. 52% Ball North America Corp. 48%	Yes
Ball Plastic Container Corp.	Colorado	Ball Packaging Corp. 100%	No
Ball Metal Packaging Sales Corp.	Colorado	Ball Packaging Corp. 100%	No
Ball Glass Container Corporation	Delaware	Ball Packaging Corp. 100%	No
BG Holdings I, Inc.	Delaware	Ball Glass Container Corporation 100%	No
BG Holdings II, Inc.	Delaware	Ball Glass Container Corporation 100%	No
Ball Metal Beverage Container Corp.	Colorado	Ball Packaging Corp. 100%	Yes
Latas de Aluminio Ball, Inc.	Delaware	Ball Metal Beverage Container Corp. 100%	No
Ball Pan-European Holdings, Inc.	Delaware	Ball Metal Beverage Container Corp. 100%	Yes
Ball Technologies Holdings Corp.	Colorado	Ball Corporation 100%	Yes
Efratom Holding, Inc.	Colorado	Ball Technologies Holdings Corp. 100%	No
Ball Aerospace & Technologies Corp.	Delaware	Ball Technologies Holdings Corp. 100%	Yes
Ball Holdings Corp.	Delaware	Ball Aerospace & Technologies Corp. 100%	No
Ball Technology Services Corporation	California	Ball Aerospace & Technologies Corp. 100%	No
Ball Southeast Asia Holdings (Singapore) PTE LTD.	Singapore	Ball Corporation 100%	No
Ball Cayman Limited	Cayman Islands	Ball International Holdings B.V. 100%	No
Ball North America Corp.	Nova Scotia	Ball Corporation 100%	No
Ball Packaging Products Canada Corp.	Nova Scotia	Ball Nova Scotia Holdings LLP 100%	No



Ball Delaware Holdings S.C.S.	Luxembourg	Ball Pan-European Holdings, Inc. 9% Ball Delaware Holdings LLC 1% Ball International Holdings B.V. 90%	Yes
Ball Aerosol and Specialty Container Holding Corporation	Delaware	Ball Metal Food Container Corp.	No

Name	Jurisdiction of Incorporation	Ownership	Material?
Ball Aerosol and Specialty Container Inc.	Delaware	Ball Aerosol and Specialty Container Holding Corporation 100%	Yes
Litográfica San Luis S.A.	Argentina	Ball Aerosol Packaging Argentina S.A. 100%	No
Seghimet S.A.	Argentina	Ball Aerosol Packaging Argentina S.A. 100%	No
USC May Verpackungen Holding Inc.	Delaware	Ball Aerosol and Specialty Container Inc. 100%	No
Ball Aerosol Packaging Argentina S.A.	Argentina	USA May Verpackungen Holding Inc. 95% Ball Aerosol and Specialty Container Inc. 5%	No
Ball Container LLC	Delaware	Ball Holdings LLC 100%	No
Ball Delaware Holdings, LLC	Delaware	Ball Pan-European Holdings, Inc. 100%	No
Ball Holdings LLC	Delaware	Ball Packaging Corp. 100%	No
Ball Advanced Aluminum Technologies Canada Inc.	Quebec	Ball Advanced Aluminum Technologies Holding Canada Inc. 100%	No
Ball Advanced Aluminum Technologies Canada L.P.	Quebec	Ball Advanced Aluminum Technologies Holding Canada Inc. 99% Ball Advanced Aluminum Technologies Canada Inc. 1%	No
Ball Advanced Aluminum Technologies Corp.	Delaware	Ball Aerosol and Specialty Container Inc. 100%	No
Ball Advanced Aluminum Technologies Holding Canada Inc.	New Brunswick	Ball Canada Acquisition Inc. 100%	No
Ball Canada Plastics Container Corp.	Nova Scotia	Ball Corporation 100%	No
Ball Canada Acquisition Inc.	New Brunswick	Ball Aerosol and Specialty Container Inc. 100%	No
The Ball Foundation	Colorado	Ball Corporation 100%	No
Ball European Holdings, Sarl	Luxembourg	Ball Delaware Holdings S.C.S., 100%	Yes
Ball (Luxembourg) Finance S.àr.l.	Luxembourg	Ball European Holdings, Sarl 100%	No
Ball Investment Holdings Sarl	Luxembourg	Ball European Holdings, Sarl 100%	No
Ball UK Holdings, Ltd	England	Ball European Holdings, Sarl 100%	Yes
Ball Company	England	Ball UK Holdings, Ltd 100%	No
Ball Europe Limited	England	Ball UK Holdings, Ltd 100%	No

Ball Packaging Europe UK Ltd.	England	Ball UK Holdings, Ltd 100%	No
Ball Packaging Europe Managing GmbH	Germany	Ball European Holdings, Sarl 100%	No
Ball Packaging Europe Associations GmbH	Germany	Ball Packaging Europe GmbH 100%	No

Name	Jurisdiction of Incorporation	Ownership	Material?
Ball Packaging Europe Lublin SP. z.o.o.	Poland	Ball Packaging Europe Holding B.V. 0.164% Ball Packaging Europe Trading Sp.z o.o. 99.836%	No
Ball Packaging Europe Rostov LLC	Russia	Ball Packaging Europe GmbH 100%	No
Ball Packaging India Private Limited	Mumbai	Ball Packaging Europe Holdings B.V. 99% Ball Packaging Europe Oss B.V. 1%	No
ECO-ROM Ambalaje S.A.	Romania	Ball Packaging Europe Handelsgesellschaft m.b.H., Austria 7.69%	No
EKO-KOM a.s. Czech Republic	Czech Republic	Ball Packaging Europe Handelsgesellschaft m.b.H., Austria 10%	No

OKO-Pannon Kht		Ball Packaging Europe Handelsgesellschaft m.b.H., Austria 3.03%	No
Sekopak d.o.o.	Belgrade	Ball Packaging Europe Belgrade d.o.o. 11.11%	No
Ball Packaging Europe Iberia S.A.	Madrid	Ball France Operations S.A.S. 100%	No
Ball (France) Holdings SAS	France	Ball European Holdings, Sarl 100%	Yes
Ball (France) Investment Holdings SAS	France	Ball France Operations S.A.S. 100%	No
Ball Packaging Europe Bierne, SAS	France	Ball (France) Holdings SAS 100%	No
Ball Packaging Europe La Ciotat, SAS	France	Ball (France) Holdings SAS 100%	No
Ball France Operations S.A.S.	France	Ball (France) Holdings S.A.S.	No
Ball Packaging Europe Holding BV	The Netherlands	Ball European Holdings, Sarl 100%	No
Ball Packaging Europe Oss B.V.	The Netherlands	Ball Packaging Europe Holding, BV 100%	No
Ball International Holdings B.V.	The Netherlands	Ball Pan-European Holdings, Inc. 100%	No
Ball Packaging Europe Trading Sp. z.o.o.	Poland	Ball Packaging Europe Holding, BV 100%	No
Ball Packaging Europe Holding GmbH & Co. KG	Germany	Ball Investment Holdings, Sarl 51% Ball (France) Investment Holdings SAS 49% Ball Packaging Europe Managing GmbH 0.0%	Yes
Sario Grundstucks-Vermietungsgesellschaft mbH & CO. Objekt Elfi KG		Ball Packaging Europe GmbH 99%	No
Ball Packaging Europe GmbH	Germany	Ball Packaging Europe Holding GmbH & Co. KG 100%	Yes

Name	Jurisdiction of Incorporation	Ownership	Material?
Ball Packaging Europe Beteiligungs GmbH	Germany	Ball Packaging Europe GmbH 100%	No
Ball Packaging Europe Handelsgesellschaft m.b.H.	Austria	Ball Packaging Europe GmbH 100%	No
Ball Packaging Europe Radomsko Sp.z.o.o.	Poland	Ball Packaging Europe Beteiligungs GmbH 100%	No
Recan Organizacja Odzysku S.A.	Poland	Ball Packaging Europe Radomsko Sp. z.o.o. 100%	No
Ball Packaging Europe Belgrade d.o.o.	Serbia and Montenegro	Ball Packaging Europe GmbH 100%	No
Ball Corporation	Nevada	Ball Corporation 100%	No
Ball Glass Containers, Inc.	Delaware	Ball Corporation 100%	No
Heekin Can, Inc.	Colorado	Ball Corporation 100%	No
Ball Asia Services Limited	Delaware	Ball Packaging Corp. 100%	No
Ball Metal Container Corporation	Indiana	Ball Corporation 100%	No
Ball Brazil Holdings Limited	Cayman Islands	Ball Corporation 100%	No
Ball Nova Scotia Holdings LLP	Ontario	Ball North America Corp. 99.9% Ball Atlantic Enterprises, Inc. .1%	No
Ball Atlantic Enterprises Inc.	Nova Scotia	Ball North America Corp. 100%	No
Ball Capital Corp. II	Delaware	Ball Packaging Corp. 100%	No
Ball Metal Food Container, LLC	Delaware	Ball Metal Food Container Corp. 100%	No
Metal Packaging International, Inc.	Colorado	Ball Metal Beverage Container Corp. 100%	No



ReCan ltd. Belgrade	Serbia and Montenegro	Ball Packaging Europe Belgrade ltd. 100%	No
ReCan Fund	Serbia	Ball Packaging Europe Belgrade ltd. 100%	No
Ball Packaging Europe Metal GmbH	Germany	Ball Packaging Europe GmbH (Germany) 100%	No
ReCan GmbH	Germany	Ball Packaging Europe GmbH (Germany) 100%	No
IK Industrieverband KUNSTSTOFFVERPACKUNGEN e.V.		Unknown percentage	No

Recan UK Limited	England and Wales	BPE UK Ltd. 100%	No

BAP Group
Name	Jurisdiction of Incorporation	Ownership

Ball Asia Pacific Limited	Hong Kong	Ball Metal Beverage Container Corp. 100% Ordinary Shares, 50% Preference Shares Ball Packaging Products Canada Corp. 50% Preference Shares

BAP Group
Name	Jurisdiction of Incorporation	Ownership
Ball (Barbados) Holdings Limited	Barbados	Ball Asia Pacific Limited 100%
Ball Asia Pacific (Beijing) Metal Container Limited	PRC	Ball Asia Pacific Limited 100%
FTB Corporate Services Limited	Hong Kong	Ball Asia Pacific Limited 100%
FTB Packaging Limited	Hong Kong	Ball Asia Pacific Limited 100%

Gainer Developments Ltd.	British Virgin Islands	Ball Asia Pacific Limited 100%
Glensanda Company Limited	Hong Kong	Ball Asia Pacific Limited 100%
Greater China Trading Ltd.	Cayman Islands	Ball Asia Pacific Limited 100%
Ball Asia Pacific (Tiajin) Plastic Containers Limited	PRC	New Well Holdings Ltd 100%
Foshan Packaging Holdings Limited	Hong Kong	Ball Asia Pacific Limited 100%
Ball Asia Pacific (Hubei) Metal Container Limited	PRC	Ball Asia Pacific Limited 95.69%; Hubei Gedian Economic & Technological Development Corporation 4.31%

MCP Beverage Packaging Limited	Hong Kong	Ball Asia Pacific Limited 100%
MCP Device Limited	British Virgin Islands	MCP Intellectual Property Holdings Limited 100%
MCP Intellectual Property Holdings Limited	British Virgin Islands	Ball Asia Pacific Limited 100%
M.C. Packaging (Hong Kong) Limited	Hong Kong	Ball Asia Pacific Limited 100%
Ball Asia Pacific Investments Limited	Hong Kong	Ball Asia Pacific Limited 100%
New Well Holdings Limited	Hong Kong	Ball Asia Pacific Limited 100%
Qingdao M.C. Packaging Limited	PRC	Ball Asia Pacific Investments Ltd. 40% CNNC Shandong Aluminum Works 40% Orienmet Industry Co., Ltd. 20%
Rayeil International Limited	British Virgin Islands	Gainer Developments Ltd. 100%

Ball Asia Pacific (Shenzen) Metal Container Limited	PRC	Ball Asia Pacific Limited 100%



Ball Asia Pacific (Taicang) Plastics Containers Limited	PRC	Glendsanda Company Limited 100%

Ball Asia Pacific (Beijing) Metal Container Limited	PRC	Ball Asia Pacific Limited 100%

Wise Champion Investments Limited	Hong Kong	Ball Asia Pacific Limited 100%

BAP Group
Name	Jurisdiction of Incorporation	Ownership
Ball Asia Pacific (Foshan) Metal Container Limited	PRC	Ball Asia Pacific Limited 35% Wise Champion Investments Limited 65%

Schedule 8.1

Liens

1. Lien on Bombardier Challenger 604 aircraft in favor of Banc of America Leasing and Capital, LLC as lessor under the related Aircraft Lease dated September 30, 2010, as amended or otherwise modified up to and including the Initial Borrowing Date, between Banc of America Leasing and Capital, LLC and Ball Corporation.

2. Lien on Bombardier Challenger 300 aircraft in favor of US Bancorp Equipment Finance, Inc., as lessor under the related Aircraft Lease dated December 22, 2005, as amended or otherwise modified up to and including the Initial Borrowing Date, between US Bancorp Equipment Finance, Inc. and Ball Corporation.

3. Liens arising pursuant to Security Agreement, dated March 17, 2004, as amended between ConAgra Foods, Inc. and Ball Western Can Company, LLC (renamed Ball Metal Food Container, LLC on March 24, 2004) and ConAgra Foods, Inc. (including any filings or registrations in connection therewith). (These liens are reflected as 3 entries on page 9 of the attached chart.)

4. Industrial Revenue Bonds:

(a) College Township, Pennsylvania, due 11/01/2011

(i)

Lease Agreement, dated as of September 1, 1993 and supplemented October 1, 1999, by and between College Township Industrial Development Authority and Ball Corporation.

(ii)

Guaranty Agreement, dated as of September 1, 1993, from Ball Corporation to Bank One, NA (f/k/a PNC Bank, Ohio, NA), as Trustee, pursuant to Lease Agreement dated as of September 1, 1993 and supplemented October 1, 1999, by and between College Township Industrial Development Authority and Ball Corporation.

(b) Greeneville, Tennessee, due 11/01/2011

(i)

Loan Agreement, dated as of September 1, 1993 and supplemented October 1, 1999, by and between The Industrial Development Board of the Town of Greeneville, Tennessee and Ball Corporation.

5. See attached chart.

Schedule 8.7

Existing Investments

All equity investments & loans held by Ball and its subsidiaries with ownership of < 100%

		USD
Owner	Investment	12/20/10 Balance

Ball Corporation	Taiwan Supreme Metal Packaging	$	3,131,516

Ball Southeast Asia Holdings (Singapore) PTE Ltd.	Thai Beverage Can LTD		3,923,794

Ball Metal Beverage Container Corp	Rocky Mountain Metal Container, LLC		7,535,106

Ball Pan-European Holdings Inc.	Ball International Holdings B.V.		219,892

Ball Asia Pacific Limited	Qingdao M.C. Packaging Limited		3,532,582

Ball Technologies Holdings Corp.	Stryker Corp (SKY)		1,618

Ball Cayman Limited	Latapack S.A.		33,310,610
Ball Cayman Limited	Latapack--Ball Embalagens LTDA		84,733,433

Ball Packaging Europe GmbH	BKV, Germany		152,317
Ball Packaging Europe GmbH	Forum Getrankedose GbR mbH		22,870
Ball Packaging Europe Handelsgesellschaft mbH	OKO-PANNON Kht		10,471
Ball Packaging Europe Handelsgesellschaft mbH	EKO-KOM a.s. Czech Republic		3,930
Ball Packaging Europe Handelsgesellschaft mbH	Slopak, Slovenia		8,881
Ball Packaging Europe Handelsgesellschaft mbH	ECO-ROM Ambalaje S.A.		2,299
Ball Packaging Europe UK Ltd.	Green Dot Company Ltd., Cyprus		15,109
Ball Packaging Europe Belgrade d.o.o.	SEKOPAK d.o.o., Belgrade		134

Ball International Holdings B.V.	TBC-Ball Beverage Can Holdings Limited		*

Ball Technologies Holdings Corp.	Digitalglobe Inc.		21,903,063

*Ball International Holdings B.V.’s investment of $13,929,000.00 has not been funded to date,

Schedule 8.8

Transactions with Affiliates

None.

Schedule 8.14(a)

Existing Restrictions on Subsidiaries

None.

Schedule 12.3

Notice Addresses

Company:

Ball Corporation

10 Longs Peak Drive

Broomfield, CO 80021

Telephone: (303) 469-3131

Facsimile: (303) 460-2691

Attention: General Counsel

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

155 N. Wacker Drive,

Chicago, IL 60606-1720

Administrative Agent:

Deutsche Bank AG New York Branch

60 Wall Street, 2nd Floor

New York, NY 10005

Telephone: (212) 250-1765

Facsimile: (212) 797-5690

Attention: Erin Morrissey

Lenders:

Addresses on file with Administrative Agent

Schedule 12.8 (b)

Voting Participants

1. 1st Farm Credit Services, FLCA

1560 Wall Street, Suite 221

Naperville, IL 60563

Telephone: (630) 527-6426

drichar@1stfarmcredit.com

eschult@1stfarmcredit.com

Attention: Dale Richardson

2.	AgChoice Farm Credit, ACA, on behalf of itself and its wholly-owned Subsidiaries, AgChoice Farm Credit, FLCA , and AgChoice Farm Credit, PCA

900 Bent Creek Blvd.

Mechanicsburg, PA 17050

Telephone: (717) 796-9372 x 6015

Facsimile: (717) 796-9830

mkerstetter@agchoice.com

Attention: Mark Kerstetter

3. AgFirst Farm Credit Bank

1401 Hampton Street

Columbus SC 29202-1499

Telephone: (803) 753-2212

Facsimile: (803) 254-4219

soshea@aagfirst.com

Attention: Steve O’shea

4. AgStar Financial Services, FLCA

1921 Premier Drive

Mankato, MN 56002

Telephone: (952) 997-4064

Facsimile: (952) 997-4077

tmostae@agstar.com

Attention: Troy Mostaert

5. Badgerland Farm Credit Services, ACA

4602 East Washington Avenue

Madison, WI 53707

Telephone: (608) 241-5737 x 157

Facsimile: (608) 241-8907

Ken.rue@badgerlandfcs.com

Larry.coulthard@badgerlandfinancial.com

Attention: Kenneth Rue

6.	Farm Credit East, ACA as successor by merger to First Pioneer Farm Credit, ACA

Enfield, CT 06082

Telephone: (860) 741-4380 x261

tom.cosgrove@farmcrediteast.com

clnotices@farmcrediteast.com

Attention: Tom Cosgrove, Administration

7. Farm Credit West, PCA

3010 West Main Street

Visalia, CA 93921

Telephone: (559) 738-6174

Attention: Ben Madonna

8. FCS Financial, FLCA

1934 East Miller Street

Jefferson City, MO 65101

Telephone: (314) 432-3922 x1308

Facsimile: (314) 567-4678

Sean.unterreiner@myfcsfinancial.com

Attention: Sean Unterreiner

9. FCS of Mountain Plains, FLCA

4505 29th Street

Greeley, CO 80633

Telephone: (970) 506-3411

Facsimile: (970) 330-9220

daryl.nielsen@ifeedtheworld.com

Attention: Daryl Nielsen

10. Fresno-Madera Farm Credit ACA

4635 West Spruce

Fresno, CA 93722

Telephone: (559) 276-4887

Attention: Robert Herrick

11. Frontier Farm Credit, ACA

2401 N. Seth Child Road

Manhattan, KS 66502

Telephone: (785) 776-6955 x2839

Facsimile: (785) 537-0116

stuart.hays@frontierfarmcredit.com

Attention: Stuart Hays

12. GreenStone Farm Credit Services

3515 West Road

East Lansing, MI 48823

Telephone: (517) 318-4130

Facsimile: (517) 318-1240

Jeff.pavlik@greenstonefcs.com

Attention: Jeff Pavlik

13. Northwest Farm Credit Services, FLCA

1700 South Assembly Street

Spokane, WA 99224

Telephone: (509) 340-5564

Facsimile: (509) 340-5503

ckinzer@farm-credit.com

participations@farm-credit.com

Attention: Casey Kinzer

14. Farm Credit Bank of Texas

4801 Plaza on the Lake Drive

Austin, TX 78746

Telephone: (512) 465-0774

Facsimile: (512) 465-1832

Luis.requejo@farmcreditbank.com

Attention: Luis Requejo

15.	United FCS, FLCA (f/k/a Farm Credit Services of Minnesota Valley, FLCA) dba FCS Commercial Finance Group

600 South Highway 169

Interchange Tower, Suite 850

Minneapolis, MN 55426

Telephone: (952) 513-0326 x308

Facsimile: (952)-513-9956

wshoen@farmcredit.com

Attention: Warren Shoen

Ball Corporation

Schedule 8.1 Attachment

Name of Debtor	Secured Party	Jurisdiction/Office	File Number/ Date Filed	Type of UCC	Description of Collateral	Disposition
Ball Aerosol and Specialty Container Inc. and Ball Packaging Corp.	ExxonMobil Chemical Company	Delaware Secretary of State	2008 2142113 6-23-2008	UCC-1	ExxonMobil will consign to Cosignee such quantities of qualified and mutually agreed upon Polyethylene grades (collectively, “Consigned Product” or “Product”) as may be agreed upon by the parties.
Ball Aerosol and Specialty Container Inc.	Banc of America Leasing & Capital Inc.	Delaware Secretary of State	2009 416354 12-30-2009	UCC-1	Certain goods generally described as forklifts, and more particularly described or referred to as Equipment subject to Schedule No. 009 to Master Lease Agreement No. 41067-90000, dated April 23, 2008, in which the Debtor now or hereafter has rights, together with: 1) all parts, attachments accessories and accessions to, and all substitutions and replacements for such goods; 2) all accounts, chattel paper, and general intangibles arising from or related to any sale, lease, rental or other disposition of such goods to third parties, or otherwise resulting from the possession, use or operation of such goods by third parties, including instruments, investment property, deposit accounts, letter of credit rights, and supporting obligations arising thereunder or in connection therewith; 3) all insurance, warranty and other claims against third parties with respect to such goods (including claims for rent upon any lease or such goods); 4) all software and other intellectual property rights used in connection therewith; 5) proceeds of the foregoing, including proceeds in the form of goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations; and 6) all books and records regarding the foregoing.

Name of Debtor	Secured Party	Jurisdiction/Office	File Number/ Date Filed	Type of UCC	Description of Collateral	Disposition
Ball Aerosol and Specialty Container Inc.	Banc of America Leasing & Capital, LLC	Delaware Secretary of State	2010 0924237 3-17-2010	UCC-1	Certain goods generally described as forklifts, and more particularly described or referred to as “Equipment” subject to Schedule No. 010 to Master Lease Agreement No. 41067-90000, dated April 23, 2008, in which the Debtor now or hereafter has rights, together with: 1) all parts, attachments accessories and accessions to, and all substitutions and replacements for such goods; 2) all accounts, chattel paper, and general intangibles arising from or related to any sale, lease, rental or other disposition of such goods to third parties, or otherwise resulting from the possession, use or operation of such goods by third parties, including instruments, investment property, deposit accounts, letter of credit rights, and supporting obligations arising thereunder or in connection therewith; 3) all insurance, warranty and other claims against third parties with respect to such goods (including claims for rent upon any lease or such goods); 4) all software and other intellectual property rights used in connection therewith; 5) proceeds of the foregoing, including proceeds in the form of goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations; and 6) all books and records regarding the foregoing.

Name of Debtor	Secured Party	Jurisdiction/Office	File Number/ Date Filed	Type of UCC	Description of Collateral	Disposition
Ball Metal Beverage Container Corp	Banc of America Leasing & Capital, LLC	Colorado Secretary of State	2008F124010 12-19-2008	UCC-1	Certain goods generally described as forklifts and batteries, and more particularly described or referred to as “Equipment” subject to Schedule No. 001 to Master Lease Agreement No. 41067-90000, dated April 23, 2008, in which the Debtor now or hereafter has rights, together with: 1) all parts, attachments accessories and accessions to, and all substitutions and replacements for such goods; 2) all accounts, chattel paper, and general intangibles arising from or related to any sale, lease, rental or other disposition of such goods to third parties, or otherwise resulting from the possession, use or operation of such goods by third parties, including instruments, investment property, deposit accounts, letter of credit rights, and supporting obligations arising thereunder or in connection therewith; 3) all insurance, warranty and other claims against third parties with respect to such goods (including claims for rent upon any lease or such goods); 4) all software and other intellectual property rights used in connection therewith; 5) proceeds of all of the foregoing, including proceeds in the form of goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations; and 6) all books and records regarding the foregoing.

Name of Debtor	Secured Party	Jurisdiction/Office	File Number/ Date Filed	Type of UCC	Description of Collateral	Disposition
Ball Metal Beverage Container Corp	Banc of America Leasing & Capital, LLC	Colorado Secretary of State	2008F124143 12-22-2008	UCC-1	Certain goods generally described as forklifts and batteries, and more particularly described or referred to as “Equipment” subject to Schedule No. 002 to Master Lease Agreement No. 41067-90000, dated April 23, 2008, in which the Debtor now or hereafter has rights, together with: 1) all parts, attachments accessories and accessions to, and all substitutions and replacements for such goods; 2) all accounts, chattel paper, and general intangibles arising from or related to any sale, lease, rental or other disposition of such goods to third parties, or otherwise resulting from the possession, use or operation of such goods by third parties, including instruments, investment property, deposit accounts, letter of credit rights, and supporting obligations arising thereunder or in connection therewith; 3) all insurance, warranty and other claims against third parties with respect to such goods (including claims for rent upon any lease or such goods); 4) all software and other intellectual property rights used in connection therewith; 5) proceeds of all of the foregoing, including proceeds in the form of goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations; and 6) all books and records regarding the foregoing.

Name of Debtor	Secured Party	Jurisdiction/Office	File Number/ Date Filed	Type of UCC	Description of Collateral	Disposition
Ball Metal Beverage Container Corp	Banc of America Leasing & Capital, LLC	Colorado Secretary of State	2009F106284 12-29-2009	UCC-1	Certain goods generally described as forklifts and batteries, and more particularly described or referred to as “Equipment” subject to Schedule No. 008 to Master Lease Agreement No. 41067-90000, dated April 23, 2008, in which the Debtor now or hereafter has rights, together with: 1) all parts, attachments accessories and accessions to, and all substitutions and replacements for such goods; 2) all accounts, chattel paper, and general intangibles arising from or related to any sale, lease, rental or other disposition of such goods to third parties, or otherwise resulting from the possession, use or operation of such goods by third parties, including instruments, investment property, deposit accounts, letter of credit rights, and supporting obligations arising thereunder or in connection therewith; 3) all insurance, warranty and other claims against third parties with respect to such goods (including claims for rent upon any lease or such goods); 4) all software and other intellectual property rights used in connection therewith; 5) proceeds of all of the foregoing, including proceeds in the form of goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations; and 6) all books and records regarding the foregoing.

Name of Debtor	Secured Party	Jurisdiction/Office	File Number/ Date Filed	Type of UCC	Description of Collateral	Disposition
Ball Metal Beverage Container Corp	Banc of America Leasing and Capital, LLC	Colorado Secretary of State	2010F022812 3-17-2010	UCC-1	Certain goods generally described as forklifts and batteries, and more particularly described or referred to as “Equipment” subject to Schedule No. 011 to Master Lease Agreement No. 41067-90000, dated April 23, 2008, in which the Debtor now or hereafter has rights, together with: 1) all parts, attachments accessories and accessions to, and all substitutions and replacements for such goods; 2) all accounts, chattel paper, and general intangibles arising from or related to any sale, lease, rental or other disposition of such goods to third parties, or otherwise resulting from the possession, use or operation of such goods by third parties, including instruments, investment property, deposit accounts, letter of credit rights, and supporting obligations arising thereunder or in connection therewith; 3) all insurance, warranty and other claims against third parties with respect to such goods (including claims for rent upon any lease or such goods); 4) all software and other intellectual property rights used in connection therewith; 5) proceeds of all of the foregoing, including proceeds in the form of goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations; and 6) all books and records regarding the foregoing.

Name of Debtor	Secured Party	Jurisdiction/Office	File Number/ Date Filed	Type of UCC	Description of Collateral	Disposition
Ball Metal Beverage Container Corp	Banc of America Leasing and Capital, LLC	Colorado Secretary of State	2010F036302 4-30-2010	UCC-1	Certain goods generally described as forklifts and batteries, and more particularly described or referred to as “Equipment” subject to Schedule No. 012 to Master Lease Agreement No. 41067-90000, dated April 23, 2008, in which the Debtor now or hereafter has rights, together with: 1) all parts, attachments accessories and accessions to, and all substitutions and replacements for such goods; 2) all accounts, chattel paper, and general intangibles arising from or related to any sale, lease, rental or other disposition of such goods to third parties, or otherwise resulting from the possession, use or operation of such goods by third parties, including instruments, investment property, deposit accounts, letter of credit rights, and supporting obligations arising thereunder or in connection therewith; 3) all insurance, warranty and other claims against third parties with respect to such goods (including claims for rent upon any lease or such goods); 4) all software and other intellectual property rights used in connection therewith; 5) proceeds of all of the foregoing, including proceeds in the form of goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations; and 6) all books and records regarding the foregoing.

Name of Debtor	Secured Party	Jurisdiction/Office	File Number/ Date Filed		Type of UCC	Description of Collateral	Disposition
Ball Metal Beverage Container Corp	Banc of America Leasing and Capital, LLC	Colorado Secretary of State		2010F0363034-30-2010	UCC-1	Certain goods generally described as forklifts and batteries, and more particularly described or referred to as “Equipment” subject to Schedule No. 013 to Master Lease Agreement No. 41067-90000, dated April 23, 2008, in which the Debtor now or hereafter has rights, together with: 1) all parts, attachments accessories and accessions to, and all substitutions and replacements for such goods; 2) all accounts, chattel paper, and general intangibles arising from or related to any sale, lease, rental or other disposition of such goods to third parties, or otherwise resulting from the possession, use or operation of such goods by third parties, including instruments, investment property, deposit accounts, letter of credit rights, and supporting obligations arising thereunder or in connection therewith; 3) all insurance, warranty and other claims against third parties with respect to such goods (including claims for rent upon any lease or such goods); 4) all software and other intellectual property rights used in connection therewith; 5) proceeds of all of the foregoing, including proceeds in the form of goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations; and 6) all books and records regarding the foregoing.
Ball Metal Beverage Container Corp	ITW Signode	Colorado Secretary of State		2010F0570967-15-2010	UCC-1	Debtor’s inventory of Signode materials now or hereafter on the premises or on consignment to the Debtor at the Debtor’s plant in Springdale, AR.
Ball Metal Food Container Corp.	ConAgra Foods, Inc.	Delaware Secretary of State		4097195 44-6-2004	UCC-1	$9,000,000 of inventory (as such amount may be adjusted from time to time) in the possession of Debtor and/or its affiliates in respect of business and facility operated at 300 West Greger Street, Oakdale, California, whether now in existence or hereafter acquired or manufactured, including but not limited to all cash and non-cash proceeds, insurance proceeds, substitutions and replacements thereof.
	ConAgra Foods, Inc.	Delaware Secretary of State	2009 1054599 4-2-2009 Original Filing: 4097195 4 4-6-2004		UCC-3		Continuation

Name of Debtor	Secured Party	Jurisdiction/Office	File Number/ Date Filed		Type of UCC	Description of Collateral	Disposition
	ConAgra Foods, Inc.	Delaware Secretary of State	2009 1054607 4-2-2009 Original Filing: 4097195 4 4-6-2004		UCC-3	All machinery, equipment, and inventory (as such dollar amount may be adjusted from time to time) in the possession of Debtor and/or its affiliates in respect of the business and facility operated at 300 West Greger Street, Oakdale, California, whether now in existence or hereafter acquired or manufactured, including but not limited to all cash and non-cash proceeds, insurance proceeds, substitutions and replacements thereof.	Restates Collateral
Ball Metal Food Container Corp.	ConAgra Foods, Inc.	Delaware Secretary of State	2009 1586913 5-19-2009 Original Filing: 4097195 4 4-6-2004		UCC-3	Releases its security interest in certain goods generally described as 6 Forklifts, and more particularly described in a Schedule No. 005 by and between Banc of America Leasing & Capital, LLC and the Debtor, and all rights, title and interests therein.
Ball Metal Food Container, LLC	ConAgra Foods, Inc.	Delaware Secretary of State		4097199 64-6-2004	UCC-1	$9,000,000 of inventory (as such amount may be adjusted from time to time) in the possession of Debtor and/or its affiliates in respect of business and facility operated at 300 West Greger Street, Oakdale, California, whether now in existence or hereafter acquired or manufactured, including but not limited to all cash and non-cash proceeds, insurance proceeds, substitutions and replacements thereof.
	ConAgra Foods, Inc.	Delaware Secretary of State	2009 105623 4-2-2009 Original Filing: 4097199 6 4-6-2004		UCC-3		Continuation
	ConAgra Foods, Inc.	Delaware Secretary of State	2009 105656 4-2-2009 Original Filing: 4097199 6 4-6-2004		UCC-3	All machinery, equipment, and inventory (as such dollar amount may be adjusted from time to time) in the possession of Debtor and/or its affiliates in respect of the business and facility operated at 300 West Greger Street, Oakdale, California, whether now in existence or hereafter acquired or manufactured, including but not limited to all cash and non-cash proceeds, insurance proceeds, substitutions and replacements thereof.	Restates Collateral

Name of Debtor	Secured Party	Jurisdiction/Office	File Number/ Date Filed	Type of UCC	Description of Collateral	Disposition
Ball Metal Food Container Corp.	Banc of America Leasing & Capital, LLC	Delaware Secretary of State	2008 4280465 12-24-2008	UCC-1	Certain goods generally described as forklifts, and more particularly described or referred to as “Equipment” subject to Schedule No. 005 to Master Lease Agreement No 41067-90000, dated April 23, 2008, in which the Debtor now or hereafter has rights, together with: 1) all parts, attachments accessories and accessions to, and all substitutions and replacements for such goods; 2) all accounts, chattel paper, and general intangibles arising from or related to any sale, lease, rental or other disposition of such goods to third parties, or otherwise resulting from the possession, use or operation of such goods by third parties, including instruments, investment property, deposit accounts, letter of credit rights, and supporting obligations arising thereunder or in connection therewith; 3) all insurance, warranty and other claims against third parties with respect to such goods (including claims for rent upon any lease or such goods); 4) all software and other intellectual property rights used in connection therewith; 5) proceeds of the foregoing, including proceeds in the form of goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations; and 6) all books and records regarding the foregoing.
Ball Packaging Corp.	Mobil Chemical Company	Colorado Secretary of State	2007F018351 2-22-2007	UCC-1	ExxonMobil will consign to Cosignee such quantities of qualified and mutually agreed upon Polyethylene grades (collectively, “Consigned Product” or “Product”) as may be agreed upon by the parties.
Ball Packaging Corp. and Ball Aerosol and Specialty Container Inc.	ExxonMobil Chemical Company	Colorado Secretary of State	2008F063656 6-23-2008	UCC-1	ExxonMobil will consign to Cosignee such quantities of qualified and mutually agreed upon Polyethylene grades (collectively, “Consigned Product” or “Product”) as may be agreed upon by the parties.

Name of Debtor	Secured Party	Jurisdiction/Office	File Number/ Date Filed	Type of UCC	Description of Collateral	Disposition
Ball Metal Packaging Corp.	Banc of America Leasing & Capital , LLC	Colorado Secretary of State	2008F126136 12-29-2008	UCC-1	Certain goods generally described as canning line equipment, and more particularly described or referred to as “Equipment” subject to Schedule No. 003 to Master Lease Agreement No. 41067-90000, dated April 23, 2008, in which the Debtor now or hereafter has rights, together with: 1) all parts, attachments accessories and accessions to, and all substitutions and replacements for such goods; 2) all accounts, chattel paper, and general intangibles arising from or related to any sale, lease, rental or other disposition of such goods to third parties, or otherwise resulting from the possession, use or operation of such goods by third parties, including instruments, investment property, deposit accounts, letter of credit rights, and supporting obligations arising thereunder or in connection therewith; 3) all insurance, warranty and other claims against third parties with respect to such goods (including claims for rent upon any lease or such goods); 4) all software and other intellectual property rights used in connection therewith; 5) proceeds of the foregoing, including proceeds in the form of goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations; and 6) all books and records regarding the foregoing.
Ball Corporation	Anderson & Vreeland, Inc.	Colorado Secretary of State	20102060021 8-17-2010	UCC-1	All Anderson & Vreeland, Inc. material consigned to Ball Metal Corporation, 9300 W. 108th Circle, Broomfield, CO 80021.

ARTICLE V		CONDITIONS OF CREDIT	107
	5.1	Conditions Precedent to the Initial Borrowing	107
	5.2	Conditions Precedent to All Credit Events	111

ARTICLE VI		REPRESENTATIONS AND WARRANTIES	112
	6.1	Corporate Status	112
	6.2	Corporate Power and Authority	112
	6.3	No Violation	112
	6.4	Governmental and Other Approvals	113
	6.5	Financial Statements; Financial Conditions; Undisclosed Liabilities Projections; Etc.	113
	6.6	Litigation	114
	6.7	True and Complete Disclosure	114
	6.8	Use of Proceeds; Margin Regulations	115
	6.9	Taxes	115
	6.10	Labor Relations	116
	6.11	Security Documents	116
	6.12	Compliance With ERISA	117
	6.13	Foreign Pension Matters	117
	6.14	Ownership of Property	118
	6.15	Capitalization of Company	118
	6.16	Subsidiaries	118
	6.17	Compliance With Law, Etc.	119
	6.18	Investment Company Act	119
	6.19	[RESERVED]	119
	6.20	Environmental Matters	119
	6.21	Intellectual Property, Licenses, Franchises and Formulas	119
	6.22	OFAC and Patriot Act	120

ARTICLE VII		AFFIRMATIVE COVENANTS	120
	7.1	Financial Statements	120
	7.2	Certificates; Other Information	121
	7.3	Notices	122
	7.4	Conduct of Business and Maintenance of Existence	123
	7.5	Payment of Obligations	124
	7.6	Inspection of Property, Books and Records	124
	7.7	ERISA	124
	7.8	Foreign Pension Plan Compliance	126
	7.9	Maintenance of Property, Insurance	126
	7.10	Environmental Laws	126
	7.11	Use of Proceeds	127
	7.12	Additional Security; Further Assurances	127
	7.13	End of Fiscal Years; Fiscal Quarters	129
	7.14	Foreign Subsidiaries Security	129

ARTICLE VIII		NEGATIVE COVENANTS	130
	8.1	Liens	130
	8.2	Indebtedness	132
	8.3	Fundamental Changes	135
	8.4	Asset Sales	136
	8.5	Dividends or Other Distributions	138
	8.6	Issuance of Stock	139
	8.7	Loans, Investment and Acquisitions	139
	8.8	Transactions with Affiliates	141
	8.9	Sale-Leasebacks	141
	8.10	Restrictions on Credit Support to Unrestricted Entities	142
	8.11	Lines of Business	142
	8.12	Fiscal Year	142
	8.13	Limitation on Voluntary Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; Certain Derivative Transactions, Etc.	142
	8.14	Limitation on Certain Restrictions on Subsidiaries	143

ARTICLE IX		FINANCIAL COVENANTS	144
	9.1	Interest Coverage Ratio	144
	9.2	Leverage Ratio	144

ARTICLE X		EVENTS OF DEFAULT	144
	10.1	Events of Default	144
	10.2	Rights Not Exclusive	148

ARTICLE XI		ADMINISTRATIVE AGENT	148
	11.1	Appointment	148
	11.2	Nature of Duties	149
	11.3	Exculpation, Rights Etc.	149
	11.4	Reliance	150
	11.5	Indemnification	150
	11.6	Administrative Agent In Its Individual Capacity	151
	11.7	Notice of Default	151
	11.8	Holders of Obligations	151
	11.9	Resignation by Administrative Agent	151
	11.10	Administrative Agent or Collateral Agent as UK Security Trustee	152
	11.11	The Joint Lead Arrangers, Joint Book Runners, Co-Syndication Agents and Co-Documentation Agents	153
	11.12	Parallel Debt Provisions	153
	11.13	Fondé de Pouvoir	154
	11.14	Special Provisions for BPEH Parallel Debt	155

ARTICLE XII		MISCELLANEOUS	156
	12.1	No Waiver; Modifications in Writing	156
	12.2	Further Assurances	159

	12.3	Notices, Delivery Etc.	159
	12.4	Costs, Expenses and Taxes; Indemnification	160
	12.5	Confirmations	162
	12.6	Adjustment; Setoff	162
	12.7	Execution in Counterparts; Electronic Execution of Assignments	164
	12.8	Binding Effect; Assignment; Addition and Substitution of Lenders	164
	12.9	CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL	168
	12.10	Release of Collateral	169
	12.11	GOVERNING LAW	169
	12.12	Severability of Provisions	169
	12.13	Transfers of Notes	169
	12.14	Registry	170
	12.15	Euro Currency	170
	12.16	Headings	171
	12.17	Termination of Agreement	171
	12.18	Confidentiality	171
	12.19	Concerning the Collateral and the Loan Documents	172
	12.20	Effectiveness	174
	12.21	USA Patriot Act	174
	12.22	Restrictions on Guarantees and Pledges	174
	12.23	Redesignation of Unrestricted Entities as Subsidiaries	174

ARTICLE XIII		COLLECTION ACTION MECHANISM	175
	13.1	Implementation of CAM	175
	13.2	Letters of Credit	176

ARTICLE XIV		COMPANY GUARANTY	177
	14.1	Company Guaranty	177
	14.2	Insolvency	178
	14.3	Nature of Liability	178
	14.4	Independent Obligation	178
	14.5	Authorization	179
	14.6	Reliance	180
	14.7	Subordination	180
	14.8	Waiver	180
	14.9	Nature of Liability	181
	14.10	Special Provisions in Relation to German Tax Laws	181

Exhibit 2.1(c)	Form of Swing Line Loan Participation Certificate
Exhibit 2.2(a)(1)	Form of Term A Note
Exhibit 2.2(a)(2)	Form of Term B Note
Exhibit 2.2(a)(3)	Form of Term C Note
Exhibit 2.2(a)(4)	Form of Multicurrency Revolving Note
Exhibit 2.2(a)(5)	Form of French Revolving Note
Exhibit 2.2(a)(6)	Form of U.S. Swing Line Note
Exhibit 2.2(a)(7)	Form of European Swing Line Note
Exhibit 2.5	Form of Notice of Borrowing
Exhibit 2.6	Form of Notice of Conversion or Continuation
Exhibit 2.10(c)	Form of Notice of Issuance
Exhibit 4.7(d)	Form of Section 4.7(d) Certificate
Exhibit 5.1(b)(i)	Form of Subsidiary Guaranty
Exhibit 5.1(b)(ii)	Form of United States Pledge Agreement
Exhibit 5.1(d)	Form of Officer’s Certificate
Exhibit 5.1(e)	Form of Secretary’s Certificate
Exhibit 5.1(o)	Form of Solvency Certificate
Exhibit 7.2(a)	Form of Compliance Certificate Pursuant to Section 7.2(a)
Exhibit 12.1(b)	Form of Joinder Agreement
Exhibit 12.8(c)	Form of Assignment and Assumption Agreement

	Most Recent Total Leverage Ratio	Applicable Base Rate Margin for Multicurrency Revolving Loans, French Revolving Loans and Term A Loans
	Greater than or equal to 3.5 to 1	1.00%
	Greater than or equal to 2.5 to 1 but less than 3.5 to 1	0.75%
	Less than 2.5 to 1	0.50%

ARTICLE I		DEFINITIONS AND ACCOUNTING TERMS	2
	1.1	Definitions	2
	1.2	Accounting Terms; Financial Statements	59
	1.3	Calculation of Exchange Rate	60

ARTICLE II		AMOUNT AND TERMS OF U.S. DOLLAR, STERLING AND EURO CREDITS	61
	2.1	The Commitments	61
	2.2	Notes	65
	2.3	Minimum Amount of Each Borrowing; Maximum Number of Borrowings	66
	2.4	Borrowing Options	66
	2.5	Notice of Borrowing	66
	2.6	Conversion or Continuation	67
	2.7	Disbursement of Funds	68
	2.8	Utilization of Multicurrency Revolving Commitments or French Revolving Commitments in an Alternative Currency	69
	2.9	Additional Facility	72
	2.10	Letters of Credit	73
	2.11	Pro Rata Borrowings	82

ARTICLE III		INTEREST AND FEES	82
	3.1	Interest	82
	3.2	Fees	84
	3.3	Computation of Interest and Fees	85
	3.4	Interest Periods	85
	3.5	Compensation for Funding Losses	86
	3.6	Increased Costs, Illegality, Etc.	87
	3.7	Replacement of Affected Lenders	89

ARTICLE IV		REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS	90
	4.1	Voluntary Reduction of Commitments; Defaulting Lenders	90
	4.2	Mandatory Reduction of Term Commitments	93
	4.3	Voluntary Prepayments	93
	4.4	Mandatory Prepayments	94
	4.5	Application of Prepayments	96
	4.6	Method and Place of Payment	97
	4.7	Net Payments	98

	Most Recent Total Leverage Ratio	Applicable Commitment Fee Percentage
	Greater than or equal to 3.5 to 1	0.50%
	Greater than or equal to 2.5 to 1 but less than 3.5 to 1	0.35%
	Less than 2.5 to 1	0.30%

	Most Recent Total Leverage Ratio	Applicable Eurocurrency Margin for Multicurrency Revolving Loans, French Revolving Loans and Term Loans
	Greater than or equal to 3.5 to 1	2.00%
	Greater than or equal to 2.5 to 1 but less than 3.5 to 1	1.75%
	Less than 2.5 to 1	1.50%

	(i)	Consolidated Net Income,

plus	(ii)	Consolidated Interest Expense, to the extent deducted in computing Consolidated Net Income,

plus	(iii)	charges against income for foreign, federal, state and local taxes in each case based on income, to the extent deducted in computing Consolidated Net Income,

plus	(iv)	depreciation expense, to the extent deducted in computing Consolidated Net Income,

plus	(v)	amortization expense, including, without limitation, amortization of good will and other intangible assets, fees, costs and expenses in connection with the execution, delivery and performance of any of the Transaction Documents, and other fees, costs and expenses in connection with Permitted Acquisitions, in each case, to the extent deducted in computing Consolidated Net Income,

minus	(vi)	the gain (or plus the loss) (net of any tax effect) resulting from the sale of any capital assets other than in the ordinary course of business to the extent added (deducted) in computing Consolidated Net Income,


minus	(vii)	extraordinary or non-cash nonrecurring after-tax gains (or plus extraordinary or non-cash nonrecurring after-tax losses) to the extent added (deducted) in computing Consolidated Net Income,

minus	(viii)	any gain resulting from any write-up of assets (other than with respect to any company owned life insurance program) to the extent added in computing Consolidated Net Income,

plus	(ix)	any non-cash charge resulting from any write-down of assets to the extent deducted in computing Consolidated Net Income,

plus	(x)	any non-cash restructuring charge to the extent deducted in computing Consolidated Net Income,

plus	(xi)	all other non-cash charges (except to the extent such non-cash charges are reserved for cash charges to be taken in the future), and

minus	(xii)	all other non-cash items increasing Consolidated Net Income for such period;

	(i)	Consolidated EBITDA for such period,

minus	(ii)	foreign, federal, state and local taxes in each case based on income paid in cash for such period,

minus	(iii)	Consolidated Capital Expenditures paid in cash during such period to the extent not financed by Indebtedness (including Capitalized Lease Obligations but excluding Loans hereunder or under overdraft lines permitted by this Agreement),

minus	(iv)	Dividends paid or stock repurchases made in cash by Company during such period to the extent permitted pursuant to Section 8.5,

minus	(v)	Consolidated Cash Interest Expense during such period,

minus	(vi)	scheduled amortization of the principal portion of the Term Loans and of the principal portion of all other Indebtedness of Company and its Subsidiaries paid in cash during such period (other than repayment of Indebtedness with proceeds of issuance of other Indebtedness or equity or equity contributions or with Net Sale Proceeds or Recovery Events),

minus	(vii)	(A) non cash charges added back to Consolidated EBITDA pursuant to clauses (vi), (vii), (ix) through (xi) of the definition thereof and (B) cash charges or expenses added back to Consolidated EBITDA pursuant to clause (v),

minus	(viii)	voluntary prepayments of the principal portion of the Term Loans, in each case calculated in accordance with GAAP,

plus	(ix)	the decrease, if any, in Adjusted Working Capital from the first day to the last day of such period, and

minus	(x)	the increase, if any, in Adjusted Working Capital from the first day to the last day of such period.

	Date	Scheduled Term A Repayment
	December 31, 2010	$0
	March 31, 2011	$0
	June 30, 2011	$0
	September 30, 2011	$0
	December 31, 2011	$2,500,000
	March 31, 2012	$2,500,000
	June 30, 2012	$2,500,000
	September 30, 2012	$2,500,000
	December 31, 2013	$7,500,000
	March 31, 2013	$7,500,000
	June 30, 2013	$7,500,000
	September 30, 2013	$7,500,000
	December 31, 2013	$10,000,000
	March 31, 2014	$10,000,000
	June 30, 2014	$10,000,000
	September 30, 2014	$10,000,000
	December 31, 2014	$30,000,000

	Date	Scheduled Term A Repayment
	March 31, 2015	$30,000,000
	June 30, 2015	$30,000,000
	Term A Loan Maturity Date	$30,000,000

	Date	Scheduled Term B Repayment
	December 31, 2010	£0
	March 31, 2011	£0
	June 30, 2011	£0
	September 30, 2011	£0
	December 31, 2011	£637,500
	March 31, 2012	£637,500
	June 30, 2012	£637,500
	September 30, 2012	£637,500
	December 31, 2013	£1,912,500
	March 31, 2013	£1,912,500
	June 30, 2013	£1,912,500
	September 30, 2013	£1,912,500
	December 31, 2013	£2,550,000
	March 31, 2014	£2,550,000
	June 30, 2014	£2,550,000
	September 30, 2014	£2,550,000
	December 31, 2014	£7,650,000
	March 31, 2015	£7,650,000
	June 30, 2015	£7,650,000
	Term B Loan Maturity Date	£7,650,000

	COMPANY:

	BALL CORPORATION

	By:	/s/ Jeff A. Knobel
	Name:	Jeff A. Knobel
	Title:	Treasurer

	EUROPEAN HOLDCO:

	BALL EUROPEAN HOLDINGS S.À. R.L.

	By:	/s/ Jeff A. Knobel
	Name:	Douglas K. Bradford
	Title:	Manager

	OTHER SUBSIDIARY BORROWERS:

	BALL ADVANCED ALUMINUM TECHNOLOGIES CANADA, LP

	By:	/s/ Jeff A. Knobel
	Name:	Jeff A. Knobel
	Title:	Principal Officer

	BALL ADVANCED ALUMINUM TECHNOLOGIES HOLDING CANADA INC.

	By:	/s/ Jeff A. Knobel
	Name:	Jeff A. Knobel
	Title:	Treasurer

	BALL AEROSOL AND SPECIALTY CONTAINER INC.

	By:	/s/ Jeff A. Knobel
	Name:	Jeff A. Knobel
	Title:	Treasurer

	BALL AEROSPACE & TECHNOLOGIES CORP.

	By:	/s/ Jeff A. Knobel
	Name:	Jeff A. Knobel
	Title:	Treasurer

	BALL CAYMAN LIMITED

	By:	/s/ Charles E. Baker
	Name:	Charles E. Baker
	Title:	Vice President

	BALL CONTAINER LLC

	By:	/s/ Charles E. Baker
	Name:	Charles E. Baker
	Title:	President and Secretary

	BALL DELAWARE HOLDINGS S.C.S.

	By:	/s/ Charles E. Baker
	Name:	Charles E. Baker
	Title:	Authorized Signatory

	BALL EUROPE LIMITED

	By:	/s/ Charles E. Baker
	Name:	Charles E. Baker
	Title:	Secretary

	By:	/s/ Frank Weekers
	Name:	Frank Weekers
	Title:	Director

	BALL (FRANCE) HOLDINGS S.A.S.

	By:	/s/ Jean-Pierre Philippe Lefebvre
	Name:	Jean-Pierre Philippe Lefebvre
	Title:	Director

	BALL FRANCE INVESTMENT HOLDINGS S.A.S.

	By:	/s/ Jean-Pierre Philippe Lefebvre
	Name:	Jean-Pierre Philippe Lefebvre
	Title:	Director

	BALL FRANCE OPERATIONS S.A.S.

	By:	/s/ Jean-Pierre Philippe Lefebvre
	Name:	Jean-Pierre Philippe Lefebvre
	Title:	Director

	BALL PACKAGING EUROPE IBERIA, S.L.

	By:	/s/ Gerrit Heske
	Name:	Gerrit Heske
	Title:	Director

	By:	/s/ Yann Rodi
	Name:	Yann Rodi
	Title:	Director

	BALL INTERNATIONAL HOLDINGS B.V.

	By:	/s/ Charles E. Baker
	Name:	Charles E. Baker
	Title:	Director

	By:	/s/ Marco van Grunsven
	Name:	Marco van Grunsven
	Title:	Director

	BALL (LUXEMBOURG) FINANCE S.À. R.L.

	By:	/s/ Douglas K. Bradford
	Name:	Douglas K. Bradford
	Title:	Manager

	By:	/s/ Gerd Schildgen
	Name:	Gerd Schildgen

	BALL METAL BEVERAGE CONTAINER CORP.

	By:	/s/ Jeff A. Knobel
	Name:	Jeff A. Knobel
	Title:	Treasurer

	BALL METAL FOOD CONTAINER CORP.

	By:	/s/ Jeff A. Knobel
	Name:	Jeff A. Knobel
	Title:	Treasurer

	BALL PACKAGING CORP.

	By:	/s/ Jeff A. Knobel
	Name:	Jeff A. Knobel
	Title:	Treasurer

	BALL PACKAGING EUROPE GMBH

	By:	/s/ Gerrit Heske
	Name:	Gerrit Heske
	Title:	Director

	By:	/s/ Frank Weekers
	Name:	Frank Weekers
	Title:	Director

	BALL PACKAGING EUROPE HOLING B.V.

	By:	/s/ Frank Weekers
	Name:	Frank Weekers
	Title:	Director

	By:	/s/ Marco van Grunsven
	Name:	Marco van Grunsven
	Title:	Director

	Date	Scheduled Term C Repayment
	December 31, 2010	€0
	March 31, 2011	€0
	June 30, 2011	€0
	September 30, 2011	€0

	BALL PACKAGING EUROPE RADOMSKO SP. Z O.O.

	By:	/s/ Frank Weekers
	Name:	Frank Weekers
	Title:	Director

	By:	/s/ Gerrit Heske
	Name:	Gerrit Heske
	Title:	Director

	BALL PACKAGING EUROPE UK LTD

	By:	/s/ Gerrit Heske
	Name:	Gerrit Heske
	Title:	Director

	By:	/s/ Frank Weekers
	Name:	Frank Weekers
	Title:	Director

	BALL UK HOLDINGS LTD

	By:	/s/ Charles E. Baker
	Name:	Charles E. Baker
	Title:	Secretary

	By:	/s/ Frank Weekers
	Name:	Frank Weekers
	Title:	Director

	DEUTSCHE BANK AG NEW YORK BRANCH, in its individual capacity and in its capacities as Administrative Agent, Collateral Agent and UK Security Trustee

	By:	/s/ Marguerite Sutton
	Name:	Marguerite Sutton
	Title:	Director

	By:	/s/ Erin Morrissey
	Name:	Erin Morrissey
	Title:	Vice President

	Very truly yours,
	DEUTSCHE BANK AG [NEW YORK BRANCH] [LONDON BRANCH]
	By:
	Name:
	Title:

Deutsche Bank AG New York Branch,			Date:
	as [Administrative Agent] [U.S. Swing Line Lender

1.	Amount to be Borrowed (denominated in U.S. Dollars or the Alternative Currency desired) ______________.
2.	The Business Date of the Borrowing is ______________ (the “Borrowing Date”).
3.	Specify type of Loan or combination thereof:

4.	If Borrowing is to include Eurocurrency Loans indicate:
			Eurocurrency Loan
		Initial Interest Period

	Very truly yours,

	[___________________________]

	By:
	Name:
	Title:

	1.	Date of Conversion or Continuation (which date is a Business Day and, if a conversion from or continuation of Eurocurrency Loans, which date is the last day of the Interest Period therefor):

	2.	Aggregate Amount (denominated in U.S. Dollars or the applicable Alternative Currency) of Eurocurrency Loans or Base Rate Loans to be converted or continued:

	3.	Type of the proposed Conversion or Continuation:

	4.	Interest Period (in the case of a conversion to or a continuation of Eurocurrency Loans):

	5.	Such conversion or continuation is made with respect to [Multicurrency Revolving Loans][French Revolving Loan][Term A Loans]
		[Term B Loans][Term C Loans]:

cc:	[Deutsche Bank AG London Branch,
	as European Swing Line Lender
	1 Great Winchester Street
	EC2N 2DB London,
	Great Britain
	Attn: Loans Agency Department]

Name	Title	Specimen Signature

	[Applicable Officer]

	[Applicable Officer]

	[Applicable Officer]

1.	Consolidated Debt of Company and its Subsidiaries on a
	consolidated basis determined in accordance with GAAP
	outstanding on the Computation Date:
	(a)	All Indebtedness of Company and its Subsidiaries (other than
		the Unrestricted Entities) determined on consolidated basis in
		accordance with GAAP		$
	(b)	The aggregate outstanding amount, without duplication, of
		Attributable Debt of Company and its Subsidiaries (other than
		the Unrestricted Entities) determined on a consolidated basis
	(c)	Consolidated Debt: The sum of Items 1(a) and 1(b)		$
2.	Consolidated EBITDA for the Computation Period, on a
	consolidated basis for Company and its Subsidiaries, the sum of
	the amounts for the Computation Period, without duplication, of:
	(a)	Consolidated Net Income:
		(i)	the aggregate of the net income (loss) of Company and
			its Subsidiaries determined in accordance with GAAP
			on a consolidated basis for the Computation Period	$
		(ii)	the income of any unconsolidated Subsidiary and any
			Person in which any other Person (other than Company
			or any of the Subsidiaries or any director holding
			qualifying shares in compliance with applicable law or
			any other third party holding a de minimus number of
			shares in order to comply with other similar
			requirements) has a joint interest, except to the extent
			of the amount of dividends or other distributions
			actually paid to Company or any of its Wholly-Owned
			Subsidiaries by such Person during such period	$
		(iii)	the cumulative effect of a change in accounting
			principles.	$
		(iv)	the sum of Items 2(a)(ii) and 2(a)(iii)	$
		(v)	Consolidated Net Income: the excess of Item 2(a)(i)
			over Item 2(a)(iv)	$
	(b)	To the extent deducted in determining Consolidated Net
		Income, Consolidated Interest Expense		$
	(c)	To the extent deducted in determining Consolidated Net
		Income, charges against income for foreign, federal, state and
		local taxes based on income		$

	(d)	To the extent deducted in determining Consolidated Net
		Income, depreciation expense	$
	(e)	In each case, to the extent deducted in determining
		Consolidated Net Income, amortization expense, including,
		without limitation, amortization of good will and other
		intangible assets, fees, costs and expenses in connection with
		the execution, delivery and performance of any of the
		Transaction Documents, and other fees, costs and expenses in
		connection with Permitted Acquisitions	$
	(f)	To the extent deducted in determining Consolidated Net
		Income, any non-cash charge resulting from any write-down of
		assets	$
	(g)	To the extent deducted in determining Consolidated Net
		Income, any non-cash restructuring charge
	(h)	To the extent deducted in determining Consolidated Net
		Income, all other non-cash charges (except to the extent such
		non-cash charges are reserved for cash charges to be taken in
		the future
	(i)	The sum of Items 2(b) through 2(h)	$
	(j)	To the extent added (deducted) in determining Consolidated
		Net Income, the gain (or plus the loss) (net of any tax effect)
		resulting from the sale of any capital assets other than in the
		ordinary course of business	$
	(k)	To the extent added (deducted) in determining Consolidated
		Net Income, extraordinary or non-cash nonrecurring after-tax
		gains (or plus extraordinary or non-cash nonrecurring after-tax
		losses)	$
	(l)	To the extent added in determining Consolidated Net Income,
		any gain resulting from any write-up of assets (other than with
		respect to any company owned life insurance program)	$
	(m)	All other non-cash items increasing Consolidated Net Income
		for such period
	(n)	The sum of Items 2(j) through 2(m)	$
	(o)	Consolidated EBITDA: the sum of Item 2(a) and Item 2(i)
		minus Item 2(n)	$
3.	LEVERAGE RATIO: ratio of Item 1(c) to Item 2(o)		____:1.00

1.	Consolidated EBITDA for the Computation Period of Company (see
	Item 2(o) of Attachment 1)			$
2.	Consolidated Cash Interest Expense of Company accrued during such
	period			$
	(a)	Consolidated Cash Interest Expense:
		(i)	Consolidated Interest Expense	$
		(ii)	interest expense not payable in cash, amortization of
			discount and deferred financing costs	$
		(iii)	Item 2(a)(i) minus Item 2(a)(ii)	$
		(iv)	Dividends paid on Disqualified Preferred Stock (other
			than Dividends payable solely in Capital Stock of
			Company or to a Wholly-Owned Subsidiary of Company)	$
		(v)	net amounts paid or received under Interest Rate
			Agreements (with cap payments amortized over the life of
			the cap)	$
		(vi)	Item 2(a)(iii) plus Item 2(a)(iv) plus or minus (as the case
			may be) Item 2(a)(v)	$
		(vii)	interest income received in Cash or Cash Equivalents in
			respect of Investments permitted by the Credit
			Agreement	$
		(viii)	Consolidated Cash Interest Expense: Item 2(a)(vi) minus
			Item 2(a)(vii)	$
3.	INTEREST COVERAGE RATIO: ratio of Item 1 to Item 2			____:1.00

	[NAME OF SUBSIDIARY], as an Other Subsidiary Borrower

	By:
		Title:

Accepted and Acknowledged:
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent

By:
	Title:

Assignee	Facility assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned
[Name of Assignee]		__________	__________
[Name of Assignee]		__________	__________

Facility assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned
Multicurrency Revolving Commitments	$______________	$______________
Canadian Revolving Commitments	$______________	$______________
Term A Loans	$______________	$______________
Term B Loans	$______________	$______________
Term C Loans	$______________	$______________

Assignor Information

Payment Instructions:



		Reference:


Notice Instructions:


		Reference:


Assignee Information

Payment Instructions:



		Reference:


Notice Instructions:


		Reference:

ASSIGNOR		ASSIGNEE
[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]

By:		By:
	Name:		Name:
	Title:		Title:



[Additional Signature lines as necessary]		[Additional Signature lines as necessary]