​

​

​

Exhibit 10.1

Execution Version

FIFTH AMENDMENT TO CREDIT AGREEMENT

FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 28, 2022, by and among Ball Corporation, an Indiana Corporation (“Company”), the Persons party hereto as “Other Subsidiary Borrowers”, the Persons party hereto as “Guarantors”, the Persons party hereto as “USD Term A Lenders” (the “USD Term A Lenders”), the Persons party hereto as “USD Revolving Lenders” (the “USD Revolving Lenders”), the Persons party hereto as “Multicurrency Revolving Lenders” (the “Multicurrency Revolving Lenders”), the Persons party hereto as “Initial Facing Agents” (the “Initial Facing Agents”), Deutsche Bank AG New York Branch (“DBNY”), as collateral agent for the Lenders and other Secured Creditors (in such capacity, the “Collateral Agent”), DBNY, as administrative agent for the Lenders and Facing Agents (in such capacity, the “Administrative Agent”) and DBNY, in its capacities as European Swing Line Lender and U.S. Swing Line Lender.  Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Amended Credit Agreement (as defined below).

W I T N E S E T H:

WHEREAS, Company, the Other Subsidiary Borrowers (as defined therein) from time to time party thereto, the Lenders and Facing Agents (each as defined therein) from time to time party thereto, the Administrative Agent, the Collateral Agent and certain other Persons have entered into that certain Credit Agreement, dated as of March 18, 2016 (as amended by the First Amendment to Credit Agreement dated as of March 9, 2018, as further amended by the Second Amendment to Credit Agreement, dated as of March 25, 2019, as further amended by the Third Amendment to Credit Agreement, dated as of August 3, 2020, as further amended by the Fourth Amendment to Credit Agreement, dated as of October 1, 2021, and as further amended, restated, modified and/or supplemented to, but not including, the date hereof, the “Existing Credit Agreement”);

WHEREAS, (i) Company has requested that the USD Term A Lenders extend credit to Company in the form of USD Term A Commitments in an aggregate principal amount of $1,350,000,000 on the terms, and subject to the conditions, set forth herein, (ii) Company and each other USD Revolving Borrower has requested that the USD Revolving Lenders extend credit to Company and each other USD Revolving Borrower in the form of USD Revolving Commitments in an aggregate principal amount of $1,250,000,000 on the terms, and subject to the conditions, set forth herein, (iii) Company and each other Multicurrency Revolving Borrower has requested that the Multicurrency Revolving Lenders extend credit to each Multicurrency Revolving Borrower in the form of Multicurrency Revolving Commitments in an aggregate principal amount of $500,000,000 on the terms, and subject to the conditions, set forth herein and (iv) Company has requested that the Lenders, the Facing Agents, the Administrative Agent and the Collateral Agent agree to certain amendments and modifications to the Existing Credit Agreement as further described herein (the Existing Credit Agreement, as amended on the date hereof pursuant to this Amendment, the “Amended Credit Agreement”);

WHEREAS, (i) the USD Term A Lenders have indicated a willingness to provide the USD Term A Commitments on the terms, and subject to the conditions, set forth herein, (ii) the USD Revolving Lenders have indicated a willingness to provide the USD Revolving Commitments on the terms, and subject to the conditions, set forth herein, (iii) the Multicurrency Revolving Lenders have indicated a willingness to provide the Multicurrency Revolving Commitments on the terms, and subject to the conditions, set forth herein and (iv) the Administrative Agent, the Collateral Agent and the Lenders and Facing Agents party hereto (which Lenders constitute the Required Lenders under (and as defined in) the Existing Credit Agreement) are willing to agree to such amendments, modifications, waivers and terminations subject to the terms and conditions set forth herein;

​

​

WHEREAS, in accordance with the proviso at the end of Section 12.1(a) of the Existing Credit Agreement, any provision of the Existing Credit Agreement may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed by an agreement in writing signed by the respective Credit Parties party thereto, the Required Lenders (measured after giving effect to such amendment, supplement, waiver, discharge, termination or change) and the Administrative Agent if (x) by the terms of such agreement all Commitments of each Lender not consenting to the actions therein shall terminate upon the effectiveness of such agreement and (y) at the time such agreement becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other Obligations owing to it or accrued for its account under the Existing Credit Agreement (other than any contingent indemnification obligations with respect to which no claim has been made and Obligations under any Swap Contract); and

WHEREAS, (i) each of Deutsche Bank Securities Inc., BofA Securities, Inc., Goldman Sachs Bank USA, Coöperatieve Rabobank, U.A., New York Branch, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, UniCredit Bank AG – New York Branch, BNP Paribas Securities Corp., Citibank, N.A., London Branch and Morgan Stanley MUFG Loan Partners, LLC, acting through Morgan Stanley Senior Funding, Inc. and MUFG Bank, Ltd. shall act as joint lead arrangers and joint bookrunners (collectively, in such capacities, the “2022 Lead Arrangers”), (ii) each of Banco Santander, S.A., New York Branch, Barclays Bank PLC, Capital One, National Association, Credit Agricole Corporate and Investment Bank, HSBC Bank USA, N.A., The Huntington National Bank, KeyBank National Association, The Northern Trust Company, PNC Bank, National Association, The Bank of Nova Scotia, TD Bank, N.A. and CoBank, ACB shall act as documentation agents and (iii) each of Bank of China, Chicago Branch, Bank of Montreal, Crédit Industriel et Commercial, London Branch, Credit Industriel et Commercial New York Branch, Industrial and Commercial Bank of China Limited, New York Branch, ING Bank N.V., Dublin Branch, Intesa Sanpaolo S.p.A. New York Branch and U.S. Bank National Association shall act as senior managing agents, in each case with respect to this Amendment, the USD Term A Commitments, the USD Term A Loans, the USD Revolving Commitments and the Multicurrency Revolving Commitments provided for hereunder and under the Amended Credit Agreement.

​

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.Certain Terms.  The following terms (whether or not underscored) when used in this Amendment, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

“Administrative Agent” is defined in the preamble.

“Amended Credit Agreement” is defined in the second recital.

“Amendment” is defined in the preamble.

“Collateral Agent” is defined in the preamble.

“Company” is defined in the preamble.

“DBNY” is defined in the preamble.

​

​

“English Security Document” shall mean a charge over shares governed by the laws of England & Wales, dated on or about the Fifth Amendment Effective Date, between Ball UK Acquisition Limited, Rexam Limited, Rexam Group Holdings Limited, Rexam UK Holdings Limited, Ball International Holdings LLC and the Collateral Agent.

“Existing English Security Documents” shall mean each of the following agreements:

(a) a charge over shares governed by the laws of England & Wales, dated 29 March 2017, between Ball UK Acquisition Limited, Rexam Limited, Rexam Group Holdings Limited, Rexam UK Holdings Limited and the Collateral Agent;

(b) a charge over shares governed by the laws of England & Wales, dated 25 March 2019, between Ball UK Acquisition Limited, Rexam Limited, Rexam Group Holdings Limited, Rexam UK Holdings Limited and the Collateral Agent; and

(c) a charge over the shares of Ball UK Acquisition Limited governed by the laws of England & Wales, dated 25 June, 2020, between Ball International Holdings LLC and the Collateral Agent.

“Existing Credit Agreement” is defined in the first recital.

“Fifth Amendment Effective Date” is defined in Article IV.

“Initial Facing Agents” is defined in the preamble.

“Lux Security Confirmation Agreement” shall mean a Luxembourg law governed confirmation agreement, dated as of the Fifth Amendment Effective Date, between Ball Metal Beverage Container Corp. as pledgor, the Collateral Agent and Ball International Holdings S.à r.l. as company, in respect of the Lux Security Document.

“Lux Security Document” shall mean the pledge over shares agreement, governed by Luxembourg law, dated 18 December 2020, among Ball Metal Beverage Container Corp. as pledgor, the Collateral Agent as collateral agent and Ball International Holdings S.à r.l. as company.

“Multicurrency Revolving Lenders” is defined in the preamble.

“Specified English Security Document” shall mean a charge over the shares of Ball UK Investments Limited governed by the laws of England & Wales, dated 18 March, 2020, between Rexam Overseas Holdings Limited and the Collateral Agent.

“USD Revolving Lenders” is defined in the preamble.

“USD Term A Lenders” is defined in the preamble.

ARTICLE II

COMMITMENTS; LOANS AND LOAN REPAYMENT;
RELEASE OF SPECIFIED COLLATERAL

SECTION 2.1.USD Term A Commitments.  Each USD Term A Lender hereby severally agrees to provide a USD Term A Commitment in an amount set forth opposite its name under the column entitled

​

​

“USD Term A Commitment” on Schedule 1.1(a) to the Amended Credit Agreement and (subject to the satisfaction of the conditions precedent set forth in Article IV) to fund USD Term A Loans on the Fifth Amendment Effective Date in a principal amount equal to the amount of its USD Term A Commitments.  On the Fifth Amendment Effective Date, each USD Term A Lender shall become a “Lender”, a “USD Term A Lender” and a “Term Lender” under the Amended Credit Agreement and shall be bound by the provisions of the Amended Credit Agreement as a Lender holding USD Term A Commitments (and from and after the funding thereof in accordance with this Amendment and the Amended Credit Agreement, USD Term A Loans). The USD Term A Commitments shall automatically and permanently terminate upon the funding by the USD Term A Lenders of the USD Term A Loans. Amounts borrowed under this Section 2.1 and repaid or prepaid may not be reborrowed.

SECTION 2.2.USD Revolving Commitments.  Each USD Revolving Lender hereby severally agrees to provide a USD Revolving Commitment in an amount set forth opposite its name under the column entitled “USD Revolving Commitment” on Schedule 1.1(a) to the Amended Credit Agreement and (subject to the satisfaction of the conditions precedent set forth in Article IV) to fund USD Revolving Loans on the Fifth Amendment Effective Date in such principal amount, if any, as is requested by Company, not to exceed the amount of its USD Revolving Commitment.  On the Fifth Amendment Effective Date, each USD Revolving Lender shall become a “Lender”, a “USD Revolving Lender” and a “Revolving Lender” under the Amended Credit Agreement and shall be bound by the provisions of the Amended Credit Agreement as a Lender holding USD Revolving Commitments (and from and after the extension thereof in accordance with this Amendment and the Amended Credit Agreement, related Loans and other Obligations).

SECTION 2.3.Multicurrency Revolving Commitments.  Each Multicurrency Revolving Lender hereby severally agrees to provide a Multicurrency Revolving Commitment in an amount set forth opposite its name under the column entitled “Multicurrency Revolving Commitment” on Schedule 1.1(a) to the Amended Credit Agreement and (subject to the satisfaction of the conditions precedent set forth in Article IV) to fund Multicurrency Revolving Loans on the Fifth Amendment Effective Date in such principal amount, if any, as is requested by Company, not to exceed the amount of its Multicurrency Revolving Commitment.  On the Fifth Amendment Effective Date, each Multicurrency Revolving Lender shall become a “Lender”, a “Multicurrency Revolving Lender” and a “Revolving Lender” under the Amended Credit Agreement and shall be bound by the provisions of the Amended Credit Agreement as a Lender holding Multicurrency Revolving Commitments (and from and after the extension thereof in accordance with this Amendment and the Amended Credit Agreement, related Loans and other Obligations).

SECTION 2.4.Letter of Credit Commitments.  Each Initial Facing Agent hereby severally agrees to act as an Initial Facing Agent having an Applicable Multicurrency LC Sublimit and Applicable USD LC Sublimit, in each case as set forth opposite its name on Schedule 1.1(g) to the Amended Credit Agreement.  On the Fifth Amendment Effective Date, each Initial Facing Agent shall become a “Facing Agent” and an “Initial Facing Agent” under the Amended Credit Agreement and shall be bound by the provisions of the Amended Credit Agreement as a Facing Agent with an Applicable Multicurrency LC Sublimit and Applicable USD LC Sublimit as specified above. All Letters of Credit issued and outstanding under the Existing Credit Agreement as of the Fifth Amendment Effective Date shall, pursuant to Section  2.10(j) of the Amended Credit Agreement, remain outstanding and be deemed to be USD Letters of Credit or Multicurrency Letters of Credit (as applicable).

SECTION 2.5.Loan Repayments; Commitment Termination; Termination of Non-Continuing Lenders.  On the Fifth Amendment Effective Date, after giving effect to the funding of the USD Term A Loans, USD Revolving Loans (if any) and Multicurrency Revolving Loans (if any), the proceeds of such

​

​

Loans shall be applied to repay in full all Term Loans, USD Revolving Loans, Multicurrency Revolving Loans and Swing Line Loans outstanding under (and in each case, as defined in) the Existing Credit Agreement immediately prior to the Fifth Amendment Effective Date, together with all interest, fees and other amounts accrued with respect thereto as of the Fifth Amendment Effective Date (including any amounts payable (if any) under Section 3.5 of the Existing Credit Agreement in connection therewith, but excluding any contingent indemnification obligations with respect to which no claim has been made and Obligations under any Swap Contract), and, immediately after giving effect to such repayment, without limiting the terms of the last sentence of Section 2.4, all Commitments under and as defined in the Existing Credit Agreement as in effect immediately prior to giving effect to this Amendment shall be deemed permanently terminated without further action on the part of any party hereto, and each Lender under the Existing Credit Agreement that is not a USD Term A Lender, a USD Revolving Lender or Multicurrency Revolving Lender under this Amendment or under the Amended Credit Agreement shall cease to be a party to the Existing Credit Agreement and shall not be a party to the Amended Credit Agreement, and such non-continuing Lenders shall be released of all further obligations thereunder and under all other Loan Documents, and shall have no further rights thereunder (except to the extent any provisions expressly survive the termination thereof, including (without limitation) under Sections 4.7 and 12.4 of the Amended Credit Agreement) or under any other Loan Document, in each case in such capacity.

SECTION 2.6.Release of Certain Collateral and Guarantors.  On the Fifth Amendment Effective Date immediately after giving effect to the repayments and terminations described in Section 2.5:

(a)The Specified English Security Document is hereby automatically terminated, all of the security interests, Liens and pledges granted thereunder are hereby automatically terminated and of no further force and effect, and Rexam Overseas Holdings Limited is hereby released from all obligations thereunder and shall automatically cease to be a Pledgor for all purposes under the Loan Documents;

(b)The security interest, Lien and pledge granted under the U.S. Pledge Agreement by:

(i)Ball Metal Beverage Container Corp. over the Pledged Securities of Ball Pan-European Holdings LLC;

(ii)the Company over the Pledged Securities of Ball Inc. and Ball BP Holding Company;

(iii)Ball Inc. over the Pledged Securities of Ball BP Holding Company;

(iv)Ball BP Holding Company over the Pledged Securities of Ball Beverage Can Americas Inc.;

(v)Ball Beverage Can Americas Inc. over the Pledged Securities of Rexam Beverage Can Company; and

(vi)any party thereto over the Pledged Securities, if any, of Ball International Holdings II, LLC,

in each case is hereby automatically released and of no further force and effect.

(c)Each of Ball Inc., Ball BP Holding Company, and Ball Beverage Can Americas Inc. shall automatically cease to be a Pledgor for all purposes under the Loan Documents.

​

​

(d)Ball International Holdings II LLC is hereby automatically released from the Guaranty and the U.S. Pledge Agreement, and all guarantees, security interests, Liens and pledges granted thereunder by such Person are hereby automatically terminated and of no further force and effect, and such Person shall automatically cease to be a Pledgor, Credit Party, and Guarantor for all purposes under the Loan Documents.

ARTICLE III

AMENDMENTS TO EXISTING CREDIT AGREEMENT

SECTION 3.1.Amendments to Existing Credit Agreement.  Each of the parties hereto agrees that, effective on the Fifth Amendment Effective Date, in accordance with the terms hereof and the terms of the proviso at the end of Section 12.1(a) of the Existing Credit Agreement, the Existing Credit Agreement (including all Exhibits and Schedules thereto) shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the copy of the Amended Credit Agreement attached as Exhibit A hereto.

ARTICLE IV

CONDITIONS PRECEDENT

For purposes of this Article IV, references to Credit Parties, Guarantors, and Pledgors shall be deemed not to refer to the entities being released from such capacities pursuant to Section 2.6. This Amendment and the obligations of the USD Term A Lenders, the USD Revolving Lenders, the Multicurrency Revolving Lenders and the Initial Facing Agents to provide any extension of credit hereunder or under the Amended Credit Agreement shall, in each case, become effective upon, and shall be subject to, the prior or simultaneous satisfaction of each of the following conditions (the date when all such conditions are so satisfied being the “Fifth Amendment Effective Date”):

SECTION 4.1.Loan Documents.

(a)The Administrative Agent shall have received counterparts of this Amendment duly executed by Company, each Other Subsidiary Borrower, each Guarantor, each of the USD Term A Lenders, each of the USD Revolving Lenders, each of the Multicurrency Revolving Lenders, and each of the Initial Facing Agents and the Required Lenders (calculated in accordance with the proviso at the end of Section 12.1(a) of the Existing Credit Agreement) and, if requested by any Lender in writing to Company at least 2 Business Days prior to the Fifth Amendment Effective Date, a Note or Notes with respect to each Facility under which such Lender is a Lender, payable to such Lender in the amount of its Commitments in respect of such Facility; provided that such signature pages may be delivered by facsimile or other electronic transmission.

(b)The Administrative Agent shall have received on the Fifth Amendment Effective Date, (i) the Amended and Restated Guaranty, substantially in the form of the Guaranty as in effect immediately prior to the Fifth Amendment Effective Date, duly executed and delivered by each Guarantor and the Administrative Agent, (ii) the Amended and Restated U.S. Pledge Agreement, substantially in the form of the U.S. Pledge Agreement as in effect immediately prior to the Fifth Amendment Effective Date, duly executed and delivered by each Pledgor party thereto and the Collateral Agent, (iii) the Lux Security Confirmation Agreement, duly executed and delivered by the pledgor listed therein, the company listed therein and the Collateral Agent, and (iv) the English Security Document, duly executed and delivered by the parties thereto.

​

​

(c)The Administrative Agent shall have received on the Fifth Amendment Effective Date, proper Form UCC-1 financing statements for filing under the UCC necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the security interests purported to be created (or reaffirmed) by the Amended and Restated U.S. Pledge Agreement.

SECTION 4.2.Opinions of Counsel.  The Administrative Agent shall have received from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Credit Parties, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and Facing Agents and dated the Fifth Amendment Effective Date, which shall be in form and substance reasonably satisfactory to the Administrative Agent and which shall cover such matters relating to the transactions contemplated herein as the Administrative Agent may reasonably request, (ii) in the case of Domestic Subsidiaries of Company, opinions of in-house counsel of Company (as is customary in the respective jurisdictions) from such jurisdictions as reasonably requested by the Administrative Agent, dated the Fifth Amendment Effective Date, which shall cover such matters relating to the transactions contemplated herein as the Administrative Agent may reasonably request and (iii) opinions of local counsel to the Administrative Agent and/or the Credit Parties and Pledgors (as is customary in the respective jurisdictions) from such non-U.S. jurisdictions as reasonably requested by the Administrative Agent, dated the Fifth Amendment Effective Date, which shall cover such matters relating to the transactions contemplated herein as the Administrative Agent may reasonably request, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 4.3.Officer’s Certificate. The Administrative Agent shall have received a certificate executed by a Responsible Officer on behalf of Company, dated the Fifth Amendment Effective Date and in substantially the form of Exhibit 5.1(c) to the Amended Credit Agreement, stating that the representations and warranties set forth in Article VI of the Amended Credit Agreement to be made as of the Fifth Amendment Effective Date are true and correct in all material respects as of the date of the certificate, except to the extent such representations and warranties are expressly made as of a specified date, in which event such representation and warranties shall be true and correct in all material respects as of such specified date, and that no Event of Default or Unmatured Event of Default has occurred and is continuing.

SECTION 4.4.Secretary’s Certificate.  The Administrative Agent shall have received from each Credit Party and Pledgor  a certificate, dated as of the Fifth Amendment Effective Date, signed by the secretary or any assistant secretary (or, if no secretary or assistant secretary exists, a Responsible Officer or, in the case of a UK Credit Party, a director), of such Credit Party or Pledgor, substantially in the form of Exhibit 5.1(d) of the Amended Credit Agreement with appropriate insertions, as to the incumbency and signature of the officers of each such Credit Party or Pledgor, executing this Amendment or any other Loan Document on the Fifth Amendment Effective Date (in form and substance reasonably satisfactory to the Administrative Agent) and any certificate or other document or instrument to be delivered pursuant hereto or thereto by or on behalf of such Credit Party or Pledgor, together with evidence of the incumbency of such secretary or assistant secretary (or, if no secretary or assistant secretary exists, such Responsible Officer), and certifying as true and correct, attached copies of the certificate of incorporation, certificate of amalgamation or other equivalent document (certified as of recent date by the Secretary of State or other comparable authority where customary in such jurisdiction) and by-laws (or other Organizational Documents) of such Credit Party or Pledgor, and the resolutions of such Credit Party or Pledgor and, to the extent required, of the equity holders of such Credit Party or Pledgor referred to in such certificate and all of the foregoing (including each such certificate of incorporation, certificate of amalgamation or other equivalent document and by-laws (or other Organizational Documents)) shall be reasonably satisfactory to the Administrative Agent. In respect of any Luxembourg Credit Party, such certificate shall also certify the following items: (i) an electronic excerpt of the Luxembourg Register of Commerce and Companies (R.C.S.

​

Luxembourg) pertaining to the relevant Luxembourg Credit Party dated as of the date of the Fifth Amendment Effective Date and (ii) an electronic certificate of non-registration of judgment (certificat de non-inscription d’une décision judiciaire) dated as of the date of the Fifth Amendment Effective Date issued by the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) certifying that, as of the date of the day immediately preceding such certificate, the relevant Luxembourg Credit Party has not been declared bankrupt (en faillite), and that it has not applied for general settlement or composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), or reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 2 to 12 and Article 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time), (and which include foreign court decisions as to faillite, concordat or analogous procedures according to Regulation (EU) of the European Parliament and the Council n°2015/848 of May 20, 2015 on insolvency proceedings, recast). In respect of any UK Credit Party, such certificate shall also include the following confirmations and items: (i) the Organizational Documents of the relevant UK Credit Party (including any certification of incorporation on change of name if applicable) are correct, complete and in full force and effect and have not been amended or superseded as at a date no earlier than the date of the Fifth Amendment Effective Date; (ii) the board resolutions of the relevant UK Credit Party are correct, complete and in full force and effect and have not been amended or superseded as at a date no earlier than the date of the Fifth Amendment Effective Date, (iii) the shareholder resolutions of the relevant UK Credit Party (including the board resolutions of any corporate shareholder of the relevant UK Credit Party) are correct, complete and in full force and effect and have not been amended or superseded as at a date no earlier than the date of the Fifth Amendment Effective Date; (iv) the specimen signatures of the relevant UK Credit Party; and (v) a statement that the borrowing, guarantee, security or similar limits of the relevant UK Credit Party are not exceeded by the relevant UK Credit Party borrowing or securing the applicable Obligations.

SECTION 4.5.Good Standing.  A good standing certificate or certificate of status or comparable certificate of each Credit Party from the Secretary of State (or other Governmental Authority) of its state or province of organization (to the extent available on a commercially reasonable basis in such jurisdiction).

SECTION 4.6.Solvency Certificate.  The Administrative Agent and the Lenders shall have received a solvency certificate in substantially the form of Exhibit 5.1(g) of the Amended Credit Agreement, signed by the Chief Financial Officer of Company.

SECTION 4.7.Know Your Customer, Etc.  The Administrative Agent, the 2022 Lead Arrangers and any requesting Lender shall have received, (i) no later than three (3) Business Days prior to the Fifth Amendment Effective Date, all documentation and other information about Company and the Guarantors as has been reasonably requested in writing on or prior to ten (10) Business Days prior to the Fifth Amendment Effective Date by the Administrative Agent and such requesting Lender with respect to applicable “know your customer” and anti-money laundering rules and regulations including the Patriot Act, (ii) at least five (5) Business Days prior to the Fifth Amendment Effective Date, from each Borrower, to the extent such Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower and (iii) in respect of each company incorporated in the United Kingdom whose shares are the subject of a UK Security Document (including the Existing English Security Documents and the English Security Document) (a “Charged Company”), either: (x) a certificate of an authorised signatory of Ball UK Acquisition Limited, certifying that (A) Ball UK Acquisition Limited and each subsidiary of Ball UK Acquisition Limited has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies Act 2006 from the Charged Company; and (B) no “warning notice” or “restrictions notice” (in each case as

​

defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) of the Charged Company, which, in the case of a Charged Company that is a subsidiary of Ball UK Acquisition Limited, is certified by an authorised signatory of Ball UK Acquisition Limited to be correct, complete and not amended or superseded as at a date no earlier that the date of this Amendment; or (y) a certificate of an authorised signatory of Ball UK Acquisition Limited certifying that such Charged Company is not required to comply with Part 21A of the Companies Act 2006.

SECTION 4.8.Refinancing.  (a) All Term Loans, USD Revolving Loans, Multicurrency Revolving Loans and Swing Line Loans outstanding under (and in each case, as defined in) the Existing Credit Agreement immediately prior to the Fifth Amendment Effective Date shall have been, or substantially concurrently with the funding of the USD Term A Loans, the USD Revolving Loans (if any) and the Multicurrency Revolving Loans (if any) (each as defined in the Amended Credit Agreement), will be repaid in full, together with all interest, fees and other amounts accrued with respect thereto as of the Fifth Amendment Effective Date (including any amounts payable (if any) under Section 3.5 of the Existing Credit Agreement in connection therewith), and (b) all Commitments under the Existing Credit Agreement as in effect immediately prior to the Fifth Amendment Effective Date shall be terminated pursuant to Section 2.5 of this Amendment; provided that, notwithstanding anything herein to the contrary, all Letters of Credit issued and outstanding under the Existing Credit Agreement as of the Fifth Amendment Effective Date shall, pursuant to Section 2.10(j) of the Amended Credit Agreement, remain outstanding and be deemed to be USD Letters of Credit or Multicurrency Letters of Credit (as applicable).

SECTION 4.9.Representations and Warranties.  The representations and warranties contained in this Amendment, the Amended Credit Agreement and the other Loan Documents shall each be true and correct in all material respects at and as of the Fifth Amendment Effective Date, as though made on and as of such date, except to the extent such representations and warranties are expressly made as of a specified date, in which event such representation and warranties shall be true and correct in all material respects as of such specified date.

SECTION 4.10.No Default.  No Event of Default or Unmatured Event of Default shall have occurred and shall then be continuing on the Fifth Amendment Effective Date or will occur immediately after giving effect to the Fifth Amendment Effective Date.

SECTION 4.11.Fees and Expenses.  (a)  The Administrative Agent and the 2022 Lead Arrangers shall have received evidence that (i) all fees due and payable on the Fifth Amendment Effective Date in accordance with the Fee Letters and (ii) all reasonable and documented out-of-pocket fees, costs and expenses due and payable pursuant to the Fee Letters and/or Section 12.4 of the Amended Credit Agreement that have been invoiced at least 2 Business Days prior to the Fifth Amendment Effective Date (including without limitation, to the extent so invoiced, the reasonable and documented out-of-pocket fees and expenses of White & Case LLP, U.S. and English counsel to the Administrative Agent and the 2022 Lead Arrangers and NautaDutilh Avocats Luxembourg S.à r.l., Luxembourg counsel to the Administrative Agent and the 2022 Lead Arrangers), in each case will be paid on or prior to the Fifth Amendment Effective Date.

(b)Company shall have paid or caused to be paid to the Administrative Agent, for the ratable account of each Person that is party hereto as a USD Term A Lender, a USD Revolving Lender and/or a Multicurrency Revolving Lender, an upfront fee in an amount equal to (i) with respect each such Lender which is a Lender under (and as defined in) the Existing Credit Agreement immediately prior to the Fifth Amendment Effective Date, the sum of (A) 0.10% of the lesser of (x) the aggregate principal amount of the Term Loans, USD Revolving Commitments and Multicurrency Revolving Commitments (in each case, as defined in the Existing Credit Agreement) held by such Person immediately prior to the Fifth Amendment

​

​

Effective Date and (y) the aggregate principal amount of the USD Term A Commitments, USD Revolving Commitments and Multicurrency Revolving Commitments held by such Person on the Fifth Amendment Effective Date and (B) 0.20% of the result of (to the extent in excess of $0) (x) the aggregate principal amount of the USD Term A Commitments, USD Revolving Commitments and Multicurrency Revolving Commitments held by such Person on the Fifth Amendment Effective Date minus (y) the aggregate principal amount of the Term Loans, USD Revolving Commitments and Multicurrency Revolving Commitments (in each case, as defined in the Existing Credit Agreement) held by such Person immediately prior to the Fifth Amendment Effective Date and (ii) with respect to each other such Lender, 0.20% of the aggregate principal amount of the USD Term A Commitments, USD Revolving Commitments and Multicurrency Revolving Commitments held by such Person on the Fifth Amendment Effective Date, with each such fee to be earned by, and payable to, the Administrative Agent for the account of each such Person on the Fifth Amendment Effective Date, which fees shall be payable in immediately available funds and, once paid, be non-refundable.

​

SECTION 4.12.Notice of Borrowing; Notice of Issuance.  Prior to the making of any Loan and/or the issuance of any Letter of Credit (for the avoidance of doubt, other than Existing Letters of Credit), (i) the Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.5 of the Amended Credit Agreement and (ii) the Administrative Agent and the respective Facing Agent shall have received a Notice of Issuance meeting the requirements of Section 2.10(c) of the Amended Credit Agreement, as applicable.

SECTION 4.13.Re-Allocation Agreement.  The Administrative shall have received counterparts of the Re-Allocation Agreement (as amended or amended and restated in a manner satisfactory to the Administrative Agent) duly executed and delivered by each USD Term A Lender, each USD Revolving Lender, each Multicurrency Revolving Lender, each Initial Facing Agent and the Administrative Agent.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

To induce the Lenders, the Facing Agents, the Administrative Agent and the Collateral Agent to enter into this Amendment, Company, with respect to itself and its Subsidiaries, represents and warrants to the Administrative Agent, the Collateral Agent, each Lender and each Facing Agent that as of the date of and after giving effect to the Fifth Amendment Effective Date:

(a)the representations and warranties set forth in the Amended Credit Agreement and each other Loan Document shall, in each case, be true and correct in all material respects on and as of the Fifth Amendment Effective Date, except to the extent such representations and warranties are expressly made as of a specified date, in which event such representation and warranties shall be true and correct in all material respects as of such specified date; and

(b)no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

ARTICLE VI

REAFFIRMATION

SECTION 6.1.Reaffirmation. By executing and delivering a counterpart hereof: (a) each Borrower in its capacity as such immediately after giving effect to this Amendment and transactions contemplated hereby (including the release set forth in Section 2.6 above), hereby affirms and confirms all of its Obligations under the Existing Credit Agreement (after giving effect to all repayments and

​

terminations described in Section 2.5 above), the Amended Credit Agreement, and each other Loan Document (including, without limitation, (x) the USD Term A Loans, the USD Revolving Loans, the USD Swing Line Loans and other Obligations related to the USD Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement, and (y) the Multicurrency Revolving Loans, the Multicurrency Swing Line Loans and other Obligations related to the Multicurrency Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall continue to be in full force and effect in the manner provided therein, (b) in the case of each Domestic Guarantor (as defined in the Guaranty) in its capacity as such immediately after giving effect to this Amendment and the transactions contemplated hereby (including the release set forth in Section 2.6 above), such Domestic Guarantor hereby affirms and confirms all of its Guaranteed Obligations (after giving effect to all repayments and terminations described in Section 2.5 above) under and as defined in the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall continue to be in full force and effect in the manner provided therein and (c) in the case of each Foreign Guarantor (as defined in the Guaranty) in its capacity as such immediately after giving effect to this Amendment and the transactions contemplated hereby (including the release set forth in Section 2.6 above), such Foreign Guarantor hereby affirms and confirms all of its Guaranteed Foreign Obligations (after giving effect to all repayments and terminations described in Section 2.5 above) under and as defined in the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall continue to be in full force and effect in the manner provided therein, in the case of clauses (a), (b) and (c) of this paragraph, subject in all respects to Section 12.22 of the Amended Credit Agreement.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1.Cross-References.  References in this Amendment to any Article or Section are, unless otherwise specified, to such Article or Section of this Amendment.

SECTION 7.2.Loan Document.  This Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement and the other Loan Documents.

SECTION 7.3.Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

SECTION 7.4.Counterparts.  This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  Delivery by facsimile, .pdf or electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.  The

​

​

words “execution,” “signed,” “signature,” and words of like import in this Amendment or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 7.5.GOVERNING LAW; WAIVER OF JURY TRIAL; ETC.. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 12.9 OF THE EXISTING CREDIT AGREEMENT (OTHER THAN CLAUSE (C) THEREOF) IS HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AS IF SET FORTH IN FULL, MUTATIS MUTANDIS.

EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR JURISDICTION IN RESPECT OF ANY MATTER ARISING OUT OF OR DIRECTLY RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT.

​

SECTION 7.6.Full Force and Effect; Limited Amendment.  (a) Except as expressly set forth in this Amendment or in the Amended Credit Agreement, this Amendment shall not (i) by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Facing Agents, the Administrative Agent or the Collateral Agent under the Existing Credit Agreement or any other Loan Document, or (ii) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrowers or any other Credit Parties to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

(b) On and after the Fifth Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document, in each case shall be deemed a reference to the Amended Credit Agreement.

​

SECTION 7.7.No Waiver.  Except as expressly set forth herein, this Amendment is not, and shall not be deemed to be, a waiver or a consent to any Default or Unmatured Event of Default or other non-compliance now existing or hereafter arising under the Existing Credit Agreement or any other Loan Document.

SECTION 7.8.Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

[Signature pages to follow]

​

​

​

Exhibit A to

Fifth Amendment to Credit Agreement

AMENDED CREDIT AGREEMENT

[See attached.]

​

​

​

​

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

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​

​

​

[Signature Page to Fifth Amendment to Credit Agreement]

​