1 EXHIBIT 10.1 AMENDMENT NO. 9 THIS AMENDMENT NO. 9 (this "Amendment"), dated as of September 30, 1996, among United States Can Company, a Delaware corporation (the "Borrower"), the various financial institutions that are or may become parties to the Credit Agreement described hereinbelow (individually, a "Lender" and collectively, the "Lenders") and Bank of America Illinois, an Illinois banking corporation, as agent for the Lenders (in such capacity, the "Agent"), is made pursuant to Section 9.1 of that certain Credit Agreement, dated as of April 29, 1994 (as amended or modified and in effect on the date hereof, the "Existing Credit Agreement" and, as amended or otherwise modified in this Amendment, the "Amended Credit Agreement"; capitalized terms used but not defined herein having the same respective meanings as in the Amended Credit Agreement), among the Borrower, the Lenders and the Agent. WITNESSETH: WHEREAS, the Borrower has requested that the Lenders amend the Existing Credit Agreement in the manner hereinafter appearing; and, subject to the terms and conditions set forth herein, the Lenders have agreed to so amend the Existing Credit Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE 1. - AMENDMENT 1.1. Section 2.2.2 of the Existing Credit Agreement is hereby amended in its entirety to read as follows: SECTION 2.2.2. Mandatory Reduction of Revolving Credit Commitment Amount. The Revolving Credit Commitment Amount shall be automatically and permanently reduced by $10,000,000 from $125,000,000 to $115,000,000 on the earlier of (i) the date of the issuance of any Approved Parent Debt and (ii) October 31, 1996 and by $20,000,000 from $115,000,000 to $95,000,000 on December 31, 1996. 2 ARTICLE 2. - CONDITIONS 2.1. This Amendment shall become effective as of the date hereof on the date (the "Amendment Effective Date") that the Agent shall have received each of the following, in form and substance satisfactory to it: (a) counterparts hereof executed by the Borrower and the Lenders; (b) a certificate, dated as of the Amendment Effective Date, of the Secretary or Assistant Secretary of the Borrower as to resolutions of its Board of Directors then in full force and effect authorizing the execution and delivery of this Amendment and the incumbency and signatures of its officers signing this Amendment; and (c) a certificate, dated as of the Amendment Effective Date, of an authorized officer of the Borrower as to (i) no Default or Event of Default as of the Amendment Effective Date after giving effect to this Amendment, (ii) the correctness of the representations and warranties contained in the Loan Documents in all material respects as of the Amendment Effective Date after giving effect to this Amendment, (iii) no amendments or other modifications to the Borrower's Certificate of Incorporation and By-Laws having occurred since the date that the certified copies of such documents were delivered by the Borrower pursuant to Sections 4.1(b) and 4.1(c) of the Existing Credit Agreement, respectively, and (iv) the satisfaction of each of the conditions precedent contained in this Article II. 2.2. The Agent agrees to notify the Borrower and the Lenders of such Amendment Effective Date promptly after such Amendment Effective Date occurs. ARTICLE 3. - GENERAL 3.1. To induce the Agent and the Lenders to enter into this Amendment, the Borrower warrants to the Agent and the Lenders that: (a) the warranties contained in the Loan Documents, as amended by the Amendment, are true and correct in all material respects as of the date hereof with the same effect as though made on the date hereof; (b) after giving effect to this Amendment, no Event of Default or Default exists; (c) this Amendment has been duly authorized by all necessary corporate proceedings and duly executed and delivered by the Borrower, and the Amended Credit Agreement and each of the other Loan Documents are the legal, valid and binding obligations of the applicable Loan Party, enforceable against such Loan Party in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity; (d) no consent, approval, authorization, order, registration or qualification with any Governmental Authority or securities exchange is required for, -2- 3 and in the absence of which would adversely affect, the legal and valid execution and delivery or performance by the Borrower of this Amendment or the performance by the Borrower of the Amended Credit Agreement or any other Loan Document to which it is a party; and (e) the Agent has a first priority lien in the Collateral subject to no other liens, claims or encumbrances whatsoever other than the "Permitted Liens" (as defined in the Additional Security Agreement). 3.2. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. 3.3. Except as specifically provided above, the Existing Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects. The execution, delivery, and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of the Agent or any Lender under the Existing Credit Agreement or any of the other Loan Documents, nor constitute a waiver or modification of any provision of any of the other Loan Documents, and the Obligations shall continue to be secured in all respects by the Collateral. 3.4. On and after the Amendment Effective Date, each reference in the Existing Credit Agreement and related documents to "Credit Agreement," "this Agreement" or words of like import, shall, unless the context otherwise requires, be deemed to refer to the Amended Credit Agreement. 3.5. The Borrower agrees to pay on demand all reasonable costs and expenses incurred at any time by the Agent (including the reasonable attorney fees and expenses for the Agent, including the allocated cost of internal counsel) in connection with the preparation, negotiation, execution and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. 3.6. This Amendment shall be binding upon the Borrower, the Agent, the Lenders and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Agent, the Lenders and their respective successors and assigns as provided in the Amended Credit Agreement. * * * * * -3- 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written. UNITED STATES CAN COMPANY By: /s/ Peter J. Andres -------------------------------------- Name: Peter J. Andres ------------------------------------- Title: Vice President & Treasurer ------------------------------------- BANK OF AMERICA ILLINOIS, as Agent By: /s/ David L. Graham ------------------------------------- Name: David L. Graham ------------------------------------- Title: Vice President -------------------------------------- BANK OF AMERICA ILLINOIS, individually By: /s/ John J. Compernolle -------------------------------------- Name: John J. Compernolle ------------------------------------- Title: Senior Vice President -------------------------------------- THE FIRST NATIONAL BANK OF CHICAGO By: /s/ J. Garland Smith -------------------------------------- Name: J. Garland Smith -------------------------------------- Title: Managing Director -------------------------------------- 5 HARRIS TRUST AND SAVINGS BANK By: /s/ Ronald L. Dell'Artino --------------------------------------- Name: Ronald L. Dell'Artino --------------------------------------- Title: Vice President --------------------------------------- FLEET NATIONAL BANK By: /s/ Michael A. Pandolfi --------------------------------------- Name: Michael A. Pandolfi -------------------------------------- Title: Vice President --------------------------------------- BANK OF SCOTLAND By: /s/ Catherine M. Oniffrey --------------------------------------- Name: Catherine M. Oniffrey -------------------------------------- Title: Vice President --------------------------------------- THE NORTHERN TRUST COMPANY By: /s/ Arthur J. Fogel --------------------------------------- Name: Arthur J. Fogel --------------------------------------- Title: VP --------------------------------------- SOCIETE GENERALE By: /s/ Joseph A. Philbin --------------------------------------- Name: Joseph A. Philbin --------------------------------------- Title: Vice President ---------------------------------------