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BALL CORP: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On June 28, 2022, ball companya Indiana company (“Ball”), has entered into a Fifth Amendment to the Credit Agreement (the “Fifth Amendment”), between Ball, as borrower and guarantor, certain subsidiaries of Ball being parties thereto as borrowers, certain Ball subsidiaries being parties thereto as guarantors, Deutsche Bank AG New York Branch, as administrative agent and as guarantee agent, the lenders parties thereto and the original agents facing it ci, amending Ball’s existing equity-secured credit agreement, dated March 18, 2016 (as amended, including by the Fifth Amendment, the “Amended Credit Agreement”), between Ball, as borrower and guarantor, certain subsidiaries of Ball being parties thereto as borrowers, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent, the lenders thereto and the original agents therein, including by (i) extending the term of each facility of March 25, 2024 at June 28, 2027and (ii) refinance the existing Term Loan A and resulting Revolving Facilities with (x) a Term Loan Facility A available to Ball in an aggregate principal amount of $1,350,000,000(y) a WE
revolving dollar credit facility available to Ball and certain of its national subsidiaries for an aggregate principal amount of $1,250,000,000and (z) a multi-currency revolving credit facility available to Ball and certain of its subsidiaries in an aggregate principal amount of $500,000,000.

Loans in WE dollars will bear interest based on a guaranteed term overnight funding rate (“SOFR”) plus a credit spread adjustment of 0.10% or a base rate, in each case plus a margin as described below. Sterling borrowings will bear interest based on a daily average rate of the Sterling Overnight Index (“SONIA”) plus a credit spread adjustment of 0.10% plus a margin as described below. Borrowings in euros will bear interest based on the EURIBOR rate plus a margin as described below. The margin for each of the above rates other than the base rate will be between 1.00% and 1.50% based on Ball’s Net Leverage Ratio (as defined in the Amended Credit Agreement), with interest periods, in the case of SOFR or EURIBOR. loans, at Ball’s option, for 1, 3 or 6 months or, under certain conditions, for 12 months or any period less than one month. The margin for borrowings at the base rate will be between 0.00% and 0.50% based on Ball’s net leverage ratio. However, prior to the delivery of Ball’s quarterly financial statements for the fiscal quarter ending June 30, 2022this margin is 1.25% for SOFR, SONIA and EURIBOR loans and 0.25% for loans at the base rate.

Outstanding term loans under Term Loan Facility A are payable in equal installments of $0 the last business day of each of the first four full quarters occurring after June 28, 2022 from the fiscal quarter ending September 30, 2022; then in equal increments of $8,437,500
the last business day of each of the following complete fiscal quarters beginning with the fiscal quarter ending September 30, 2023ending with (and including) the fiscal quarter ending June 30, 2025; then in equal increments of $16,875,000 the last business day of each of the following complete fiscal quarters beginning with the fiscal quarter ending September 30, 2025ending with (and including) the fiscal quarter ending immediately before the due date, with the balance due on the due date.

The Amended Credit Agreement contains customary representations and warranties, events of default and covenants for a transaction of this type, including, among other things, covenants that restrict the ability of Ball and its subsidiaries to incur certain additional indebtedness, to create or prevent certain liens on assets, engage in certain mergers or consolidations, engage in asset disposals, declare or pay dividends and carry out share buybacks or restrict the ability of its subsidiaries to do so make, make loans and investments, enter into transactions with affiliated companies, enter into sale-leaseback transactions or make voluntary payments, endorsements or modifications to subordinate or junior debt. The Amended Credit Agreement also requires Ball to maintain a net leverage ratio of (i) no more than 5.00 to 1.00 for any period of Ball’s four consecutive fiscal quarters for which financial statements have been delivered ending on or before June 30, 2025 or (ii) not more than 4.50 to 1.00 for any period of four consecutive fiscal quarters of Ball for which financial statements have been delivered ending on or after September 30, 2025. The maximum permitted net leverage ratio increases by 0.50 upon the completion of certain permitted acquisitions for the period of four fiscal quarters beginning with the fiscal quarter in which such acquisition occurs.

Commitments and outstanding loans under the Amended Credit Agreement may be voluntarily reduced or prepaid without premium or penalty other than payment of customary termination fees. Loans outstanding under the Term Loan Facility will be subject to mandatory prepayment by the net cash proceeds of asset disposals or loss or condemnation events with respect to the assets of Ball and its subsidiaries, except for certain specified exceptions and subject to specified thresholds, in each case. to the extent that they are not reinvested in accordance with the terms of the amended credit agreement.

If an event of default under the Amended Credit Agreement occurs, the covenants under the Amended Credit Agreement may be terminated and the principal amount unpaid thereunder, together with all accrued unpaid interest and other amounts due. under it, can be declared immediately due and payable.

Ball and all of its current and future wholly owned national subsidiaries and wholly owned subsidiaries WE foreign domiciled subsidiaries, and certain other domestic subsidiaries, guarantee the obligations (or, in the case of WE foreign domiciled subsidiaries, obligations of foreign creditors or subsidiaries only) under the Loan Documents and any Swap Agreement entered into with any of the Lenders or their Affiliates who remain a Lender or Affiliate, with certain exceptions and subject to grace periods in accordance with the terms of the amended credit agreement.

Obligations under the Loan Documents are secured, with limited exceptions pursuant to the terms of the Amended Credit Agreement and applicable pledge agreement, by a perfected lien or first lien valid over (i) 100 % of the share capital of each of Ball’s current and future direct and indirect wholly-owned national subsidiaries held directly by Ball or one of its national wholly-owned subsidiaries and (ii) 65% of the share capital of each of the companies of first tier wholly owned current and future wholly owned Ball foreign subsidiaries and 100% owned equipment WE foreign domiciled subsidiaries directly owned by Ball or one of its wholly owned domestic subsidiaries, in each case other than certain excluded subsidiaries. In addition, the obligations of certain foreign borrowers and foreign pledges under the Loan Documents are secured, with limited exceptions in accordance with the terms of the Loan Documents and the applicable pledge agreement, by a perfected lien or first pledge. valid rank over 100% of the capital stock of certain of Ball’s principal wholly-owned foreign subsidiaries and principal wholly-owned foreign subsidiaries WE foreign domiciled subsidiaries directly owned by Ball or any of its material wholly owned subsidiaries, in each case other than certain excluded subsidiaries.

The above description of the Fifth Amendment and Amended Credit Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the Fifth Amendment and Amended Credit Agreement, which is attached hereto. as Schedule 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

On June 28, 2022, Ball entered into the Fifth Amendment as described in 1.01 above. The description of the Fifth Amendment set forth in Section 1.01 above is incorporated by reference into this Section 2.03.

The foregoing description of the Fifth Amendment does not purport to be complete and is subject to and qualified in its entirety by the full text of the Fifth Amendment which is attached as Exhibit 10.1 to this current Report on Form 8-K, and which is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

The following items are provided as attachments to this report:

Exhibit No.    Description
   10.1          Fifth Amendment to Credit Agreement, dated as of June 28, 2022,
               among Ball Corporation, certain subsidiaries of Ball Corporation
               party thereto as borrowers, certain subsidiaries of Ball Corporation
               party thereto as guarantors, Deutsche Bank AG New York Branch, as
               administrative agent and as collateral agent, certain financial
               institutions party thereto, as lenders, and the initial facing
               agents.
    104        Cover Page Interactive Data File (formatted as Inline XBRL)

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