FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT

FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “ First Amendment ”), dated as of October 13, 2006, among CONSOLIDATED CONTAINER HOLDINGS LLC, a Delaware limited liability company (“ Holdings ”), CONSOLIDATED CONTAINER COMPANY LLC, a Delaware limited liability company (the “ Borrower ”), the Banks party hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, Holdings, the Borrower, various lending institutions party thereto (the “ Banks ”) and the Administrative Agent are parties to a Credit Agreement, dated as of May 20, 2004 (as amended, modified and/or supplemented to, but not including, the date hereof, the “ Credit Agreement ”); and

WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish to amend and/or waive certain provisions of the Credit Agreement as herein provided;

NOW, THEREFORE, IT IS AGREED:

I. Amendments to Credit Agreement .

1. Section 1.01 of the Credit Agreement is hereby amended by deleting clause (a) of said Section in its entirety and inserting the following new clause (a) in lieu thereof:

“(a) Subject to and upon the terms and conditions set forth herein, each Bank with an Initial Term Loan Commitment severally agrees to make on the Initial Borrowing Date a term loan or term loans (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”) to the Borrower, which Initial Term Loans: (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date; (ii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Initial Term Loans made on the Initial Borrowing Date shall initially be made as Base Rate Loans; (iii) shall be denominated in Dollars; and (iv) shall not exceed for any such Bank at the time of incurrence thereof on the Initial Borrowing Date that aggregate principal amount as is equal to the Initial Term Loan Commitment of such Bank as in effect on the Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 3.03(a)). Once repaid, Initial Term Loans incurred hereunder may not be reborrowed.”.

2. Section 1.01 of the Credit Agreement is hereby further amended by inserting the following new clause (d) at the end of said Section:

“(d) Subject to Section 1.15 and the other terms and conditions set forth herein, each Bank with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans: (i) shall be incurred by the Borrower pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date (which date, in any event, shall be the date of the effectiveness of the applicable Incremental Term Loan Commitment Agreement pursuant to which such Incremental Term Loans are to be made); (ii) shall be denominated in Dollars; (iii) in the case of Same Tranche Incremental Term Loans, shall be added to the then outstanding Borrowings of Initial Term Loans as provided in Section 1.15(c), (iv) in the case of Separate Tranche Incremental Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided , that, except as otherwise specifically provided in Section 1.10(b), all Separate Tranche Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type; and (v) shall be made by each such Bank in that aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Bank on the respective Incremental Term Loan Borrowing Date. Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed.”.

3. Section 1.03(a) of the Credit Agreement is hereby amended by deleting the text “Term Loans” appearing in said Section and inserting the text “Initial Term Loans, Incremental Term Loans” in lieu thereof.

4. Section 1 of the Credit Agreement is hereby further amended by inserting therein the following new Section 1.15:

“1.15  Incremental Term Loan Commitments . (a) The Borrower shall have the right to request that one or more Banks (and/or one or more other Persons which will become Banks as provided below) provide Incremental Term Loan Commitments and, subject to the terms and conditions contained in this Agreement, make Incremental Term Loans pursuant thereto; it being understood and agreed, however, that (i) no Bank shall be obligated to provide an Incremental Term Loan Commitment as a result of any such request by the Borrower, and until such time, if any, as such Bank has agreed in its sole discretion to provide an Incremental Term Loan Commitment and executed and delivered to the Administrative Agent an Incremental Term Loan Commitment Agreement as provided in clause (b) of this Section 1.15, such Bank shall not be obligated to fund any Incremental Term Loans, (ii) any Bank (or, in the circumstances contemplated by clause (viii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Incremental Term Loan Commitment without the consent of any other Bank, (iii) each provision of Incremental Term

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Loan Commitments pursuant to this Section 1.15 on a given date shall be in a minimum aggregate amount (for all Banks (including in the circumstances contemplated by clause (viii) below, Eligible Transferees who will become Banks)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof (provided that the initial provision of Incremental Term Loan Commitments shall be in a minimum aggregate amount of at least $25,000,000 and in integral multiples of $1,000,000 in excess thereof), (iv) the aggregate amount of all Incremental Term Loans permitted to be incurred pursuant to this Section 1.15 shall not exceed $50,000,000, (v) at the Borrower’s option, Incremental Term Loans may be (x) added to and become part of the existing Tranche of Initial Term Loans for all purposes hereunder (such Incremental Term Loans, “ Same Tranche Incremental Term Loans ”) or (y) incurred as a separate Tranche of Term Loans (such Incremental Term Loans, “ Separate Tranche Incremental Term Loans ”), (vi) if incurred as Separate Tranche Incremental Term Loans, such Incremental Term Loans shall have the same terms as the Initial Term Loans; provided , however , that (I) the maturity and amortization of such Separate Tranche Incremental Term Loans may differ, so long as such Separate Tranche Incremental Term Loans shall have (a) an Incremental Term Loan Maturity Date of no earlier than the Term Loan Maturity Date and (b) a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for the Initial Term Loans and (II) the “interest rate” for such Separate Tranche Incremental Term Loans as of the Incremental Term Loan Borrowing Date therefor (which, for such purposes only, shall be determined by the Administrative Agent and deemed to include all upfront or similar fees or original issue discount (amortized over the life of such Separate Tranche Incremental Term Loans) payable to all Banks providing such Incremental Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Banks providing such Separate Tranche Incremental Term Loans) may exceed the “interest rate” then applicable to the Initial Term Loans if the Applicable Margin for (1) the Initial Term Loans and (2) each then outstanding Separate Tranche Incremental Term Loans is (or are) increased to the Applicable Increased Term Loan Rate with respect thereto, (vii) each Incremental Term Loan Commitment Agreement shall specify whether the respective Incremental Term Loans shall constitute Same Tranche Incremental Term Loans or Separate Tranche Incremental Term Loans (and, if Separate Tranche Incremental Term Loans, the maturity and amortization (if any) with respect thereto and interest rates and fees applicable thereto, (viii) if, after the Borrower has requested the then existing Banks (other than Defaulting Banks) to provide Incremental Term Loan Commitments pursuant to this Section 1.15, the Borrower has not received Incremental Term Loan Commitments in an aggregate amount equal to that amount of Incremental Term Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below), then the Borrower may request Incremental Term Loan Commitments from Persons reasonably acceptable to the Administrative Agent which would qualify as Eligible Transferees hereunder in an aggregate amount equal to such deficiency, provided that any such Incremental

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Term Loan Commitment provided by any such Eligible Transferee which is not already a Bank shall be in a minimum amount (for such Eligible Transferee) of at least $1,000,000 and (ix) all actions taken by the Borrower pursuant to this Section 1.15 shall be done in coordination with the Administrative Agent.

(b) In connection with any provision of Incremental Term Loan Commitments pursuant to this Section 1.15, the Borrower, the Administrative Agent and each such Bank or other Eligible Transferee (each, an “Incremental Term Loan Bank”) which agrees to provide an Incremental Term Loan Commitment shall execute and deliver to the Administrative Agent an Incremental Term Loan Commitment Agreement, with (x) the effectiveness of such Incremental Term Loan Bank’s Incremental Term Loan Commitment to occur upon delivery by all of the parties thereto of such Incremental Term Loan Commitment Agreement to the Administrative Agent and (y) the incurrence of Incremental Term Loans pursuant thereto to occur on the date of such effectiveness, subject to (A) the payment of any fees required in connection therewith (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent) and (B) the satisfaction of the Incremental Term Loan Commitment Requirements and any other conditions precedent that may be set forth in such Incremental Term Loan Commitment Agreement as of the respective Incremental Term Loan Borrowing Date. The Administrative Agent shall promptly notify each Bank as to the effectiveness of each Incremental Term Loan Commitment Agreement, and at such time (i) Schedule I shall be deemed modified to reflect the Incremental Term Loan Commitments of such Incremental Term Loan Banks and (ii) to the extent requested by any Incremental Term Loan Bank, Term Notes will be issued at the Borrower’s expense, to such Incremental Term Loan Bank, in conformity with the requirements of Section 1.05 (with appropriate modification) to the extent needed to reflect the new Incremental Term Loans made by such Incremental Term Bank.

(c) Incremental Term Loans incurred as Separate Tranche Incremental Term Loans shall constitute a new Tranche, which shall be separate and distinct from the existing Tranches pursuant to this Agreement (with a designation which may be made in letters ( i.e. , A, B, C, etc.), numbers (1, 2, 3, etc.) or a combination thereof ( i.e. , A-1, A-2, A-3, B-1, B-2, B-3, C-1, C-2, C-3, etc.). In connection with each incurrence of Same Tranche Incremental Term Loans pursuant to Section 1.01(d), the Banks and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) Same Tranche Incremental Term Loans incurred on each Incremental Term Loan Borrowing Date shall be added to (and thereafter be deemed to constitute a part of for all purposes, including as to the rate of interest applicable thereto) each existing Borrowing of Initial Term Loans on a pro rata basis as provided in clause (ii) below and (ii) in connection with each incurrence of Same Tranche Incremental Term Loans pursuant to Section 1.01(d), the Administrative Agent shall (and is hereby authorized to) take all appropriate actions to ensure that all outstanding Same Tranche Incremental Term Loans are allocated to Borrowings on a pro rata basis for all Initial Term Loans, even though as a result thereof such new Same

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Tranche Incremental Term Loans (to the extent required to be maintained as Eurodollar Loans) may effectively have a shorter Interest Period than the then outstanding Borrowings of Initial Term Loans, and it is hereby agreed that, to the extent the Same Tranche Incremental Term Loans are to be so incurred or added to the then outstanding Borrowings of Initial Term Loans which are maintained as Eurodollar Loans, the Banks that have made such Same Tranche Incremental Term Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Banks, to compensate them for funding the various Same Tranche Incremental Term Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Bank pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.”.

5. Section 3.01 of the Credit Agreement is hereby amended by (i) redesignating clause (e) of said Section as clause (f) of said Section, and (ii) inserting the following new clause (e) immediately following clause (d) of said Section:

“(e) The Borrower shall pay to the Administrative Agent for distribution to each Incremental Term Loan Bank such fees and other amounts, if any, as are specified in the relevant Incremental Term Loan Commitment Agreement, with the fees and other amounts, if any, to be payable on the respective Incremental Term Loan Borrowing Date.”.

6. Section 3.03 of the Credit Agreement is hereby amended by deleting clause (a) of said Section in its entirety and inserting the following new clause (a) in lieu thereof:

“(a) (i) The Total Initial Term Loan Commitment (and the Initial Term Loan Commitment of each Bank) shall be terminated on the Initial Borrowing Date after giving effect to the making of Initial Term Loans on such date.

(ii) Each Incremental Term Loan Commitment made pursuant to an Incremental Term Loan Commitment Agreement shall be terminated in its entirety on the respective Incremental Term Loan Borrowing Date for such Incremental Term Loan Commitment Agreement, in each case after giving effect to the making of Incremental Term Loans on such date.”.

7. Section 4.02(b) of the Credit Agreement is hereby amended by deleting the text thereof in its entirety and inserting in lieu thereof the following new text:

“(b) (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, the Borrower shall be required to repay on each date set forth below (to the extent any day set forth below is not a Business Day then the required date of repayment shall be the immediately preceding Business Day) the principal amount of Term Loans (excluding Separate Tranche Incremental Term Loans), to the extent then outstanding, set forth below

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opposite such date (each such repayment as the same may be reduced as provided in Sections 4.01 and 4.02, a “Term Loan Scheduled Repayment”):”

In addition, on each Incremental Term Loan Borrowing Date in respect of Same Tranche Incremental Term Loans, each of the amounts set forth above shall be increased by (i) in the case of each Term Loan Scheduled Repayment Date thereafter to and including September 30, 2008, an amount which will result in the Initial Term Loans being repaid by an amount equal to $550,000 on each Term Loan Scheduled Repayment Date (prior to giving effect to any voluntary prepayment or unscheduled mandatory repayment of Term Loans) and (ii) in the case of the Term Loan Scheduled Repayment on December 15, 2008, an amount equal to such Same Tranche Incremental Term Loans less the aggregate increases to the Term Loan Scheduled Repayments pursuant to clause (i) above.

(ii) In addition to any other mandatory repayments pursuant to this Section 4.02, the Borrower shall be required to make, with respect to Separate Tranche Incremental Term Loans, to the extent then outstanding, scheduled amortization payments of such Separate Tranche Incremental Term Loans on the dates and in the principal amounts set forth in the respective Incremental Term Loan Commitment Agreement (each such date, a “ Scheduled Incremental Term Loan Repayment Date ”, and each such repayment, as the same may be reduced as provided in Section 4.01 and 4.02, a “ Scheduled Incremental Term Loan Repayment ”).”.

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8. Section 7.08 of the Credit Agreement is hereby amended by deleting clause (a) of said Section in its entirety and inserting the following new clause (a) in lieu thereof:

“(a) (I) All proceeds of Initial Term Loans shall be used by the Borrower (i) to effect the Transaction and (ii) to pay fees and expenses (including, without limitation, cash restructuring expenses) related to the Transaction; provided , that no more than $12,500,000 may be used on the Initial Borrowing Date for the purposes set forth in clause (ii) above.

(II) The proceeds of Incremental Term Loans shall be utilized for the general corporate purposes of the Borrower and its Subsidiaries (including, without limitation, to finance Permitted Acquisitions and to pay fees and expenses in connection therewith).”.

9. Section 8.01(d) of the Credit Agreement is hereby amended by deleting the text “$5,000,000” appearing in Section and inserting the text “$15,000,000” in lieu thereof.

10. Section 8.14 of the Credit Agreement is hereby amended by (i) deleting the text “$10,000,000” appearing in clause (v) of said Section and inserting the text “$15,000,000” in lieu thereof, (ii) deleting the text “the Effective Date” appearing in clause (vi) of said Section and inserting the text “the First Amendment Effective Date” in lieu thereof and (iii) deleting the text “$25,000,000” appearing in clause (vi) of said Section and inserting the text “$65,000,000” in lieu thereof.

11. Section 8 of the Credit Agreement is hereby amended by inserting the following new Section 8.18 at the end of said Section:

“8.18 Mortgage Amendments; Certain Mortgages . Within 90 days following each Incremental Term Loan Borrowing Date (in each case unless otherwise agreed by the Collateral Agent), the Borrower shall deliver to the Collateral Agent, or caused to be delivered to the Collateral Agent, (x) fully executed counterparts of amendments (the “Mortgage Amendments”), in form and substance satisfactory to the Administrative Agent, to each of the Mortgages, together with evidence that counterparts of each of the Mortgage Amendments have been delivered to the title company insuring the Lien on the Mortgages for recording in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to maintain a valid and enforceable first priority mortgage lien on the Mortgaged Properties in favor of the Collateral Agent for the benefit of the Secured Creditors and (y) either endorsements to the existing Mortgage Policies or new Mortgage Policies assuring the Collateral Agent that each Mortgage is a valid and enforceable first priority mortgage lien on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances.”

12. Section 9.04 of the Credit Agreement is hereby amended by (i) deleting the text “Initial Borrowing Date” appearing in clause (iv) of said Section and inserting the text “First Amendment Effective Date” in lieu thereof, (ii) deleting the text “Initial Borrowing Date”

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appearing in clause (xvii) of said Section and inserting the text “First Amendment Effective Date” in lieu thereof and (iii) deleting the text “10,000,000” appearing in clause (xvii) of said Section and inserting the text “15,000,000” in lieu thereof.

13. Section 9.04 of the Credit Agreement is hereby further amended by inserting at the end thereof the following:

“For purposes of determining compliance with this Section 9.04, in the event that any item of proposed Indebtedness meets the criteria of more than one of the categories above, the Borrower will be permitted to classify the item of Indebtedness on the date of its incurrence, creation or assumption, or later reclassify all or a portion of the item of Indebtedness, in any manner that complies with this Section 9.04 and such item of Indebtedness shall be deemed to have been incurred, created or assumed pursuant to only one of such categories.”

14. Section 9.05 of the Credit Agreement is hereby amended by (i) deleting the text “$10,000,000” appearing in clause (viii) of said Section and inserting the text “$15,000,000” in lieu thereof and (ii) deleting the text “the sum of (a) $5,000,000 and (b) the amount of equity contributions made by Holdings to the Borrower pursuant to clause (b) above” appearing in clause (ix) of said Section and inserting the text “$15,000,000” in lieu thereof.

15. Section 9.15 of the Credit Agreement is hereby amended by deleting the text “establish or create” appearing in clause (2) of the proviso of said Section and inserting the text “establish, create or acquire” in lieu thereof.

16. The definition of “Consolidated EBITDA” appearing in Section 11 of the Credit Agreement is hereby amended by (i) inserting the text “(x)” immediately following the text “Consolidated EBIT, adjusted by” appearing in said definition and (ii) inserting the text “and (y) deducting therefrom any non-cash gains resulting from the Disclosed Matters (as defined in the First Amendment) to the extent included in Consolidated EBIT for such period (provided that non-cash gains resulting from the Disclosed Matters shall not be so deducted in respect of the following fiscal quarters: (a) for the fiscal quarter ending September 30, 2006, $2,865,000; (b) for the fiscal quarter ending December 31, 2006 $2,007,000; and (c) for the fiscal quarter ending March 31, 2007, $949,000)” immediately following the text “minority interest expense deducted in calculating Consolidated Net Income” appearing in said definition.

17. The definition of “Consolidated Net Income” appearing in Section 11 of the Credit Agreement is hereby amended by inserting the text “and for purposes of clause (ii) of the definition of ‘Incremental Term Loan Commitment Requirements’” immediately following the text “9.09 and 9.10” appearing in said definition.

18. The definition of “Credit Documents” appearing in Section 11 of the Credit Agreement is hereby amended by inserting the text “, each Incremental Term Loan Commitment Agreement” immediately following the text “each Security Document” appearing in said definition.

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19. The definition of “Permitted Acquisition” appearing in Section 11 of the Credit Agreement is hereby amended by (i) deleting the text “cash proceeds received from a Borrowing of Revolving Loans” appearing in clause (A)(i) of the proviso contained in said definition and inserting the text “cash (including proceeds of Revolving Loans and Incremental Term Loans)” and (ii) inserting the text “, or options or warrants to purchase common equity,” immediately following the text “common equity” appearing in clause (A)(v) of the proviso contained in clause (A) of said definition.

20. The definition of “ Pro Forma Basis” appearing in Section 11 of the Credit Agreement is hereby amended by deleting the first clause (y) thereof and inserting in lieu thereof the following new clause (y):

“(y) the repayment of any Indebtedness (other than revolving Indebtedness, except (a) to the extent permanently paid with other permitted Indebtedness and (b) Revolving Loans the proceeds of which were used to finance Permitted Acquisitions) or Qualified Preferred Equity after the first day of the relevant Calculation Period as if such Indebtedness or Qualified Preferred Equity had been repaid, retired or redeemed on the first day of the relevant Calculation Period”.

21. The definition of “ Pro Forma Basis” appearing in Section 11 of the Credit Agreement is hereby further amended by deleting clause (i) thereof and inserting in lieu thereof the following new clause (i):

“(i) all Indebtedness and Qualified Preferred Equity (A) covered by clause (x) above (other than any such Indebtedness or Qualified Preferred Equity repaid, retired or redeemed as provided in clause (y) above) incurred or issued after the first day of the relevant Calculation Period (whether incurred to finance a Permitted Acquisition, to refinance Indebtedness or otherwise) shall be deemed to have been incurred or issued (and the proceeds thereof applied) on the first day of the respective Calculation Period and remain outstanding through the date of determination (and thereafter in the case of projections pursuant to Section 8.14(v)) and (B) covered by clause (y) above repaid, retired or redeemed after the first day of the relevant Calculation Period shall be deemed to have been repaid, retired or redeemed on the first day of the respective Calculation Period and remain repaid, retired or redeemed through the date of determination (and thereafter in the case of projections pursuant to Section 8.14(v));”.

22. Section 11 of the Credit Agreement is hereby further amended by (i) deleting the definitions “Applicable Margin,” “Commitment”, “Term Loan”, “Term Loan Commitment”, “Total Commitment”, “Total Term Loan Commitment” and “Tranche” appearing therein in their entirety and (ii) inserting in the appropriate alphabetical order the following new definitions:

“Applicable Increased Term Loan Rate” shall mean, at any time, with respect to the Initial Term Loans or any then existing Separate Tranche Incremental Term Loans owed by the Borrower at the time of the provision of any new Separate Tranche Incremental Term Loans pursuant to Section 1.15 which is

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subject to an interest rate per annum that is more than 0.50% per annum less than the interest rate applicable to such new Separate Tranche Incremental Term Loans, the rate per annum (expressed as a percentage) determined by the Administrative Agent (and notified to the Banks) as the rate per annum required to cause the interest rate applicable to the Initial Term Loans or such then existing Separate Tranche Incremental Term Loans owed by the Borrower to be 0.50% per annum less than the interest rate applicable to such newly-created Separate Tranche Incremental Term Loans. Each determination of the “Applicable Increased Term Loan Rate” shall be made by the Administrative Agent taking into account the relevant factors outlined in clause (vi)&nb