Underwriting AgreementUnderwriting Agreement • June 8th, 2007 • BWAY Holding CO • Metal cans • New York
Certain stockholders, named in Schedule II hereto (the “Selling Stockholders”, acting severally and not jointly, of BWAY Holding Company, a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of • shares (the “Firm Shares”) and, at the election of the Underwriters, up to • additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
AGREEMENT AND PLAN OF MERGER among Picasso Parent Company, Inc., Picasso Merger Sub, Inc. and BWAY Holding Company Dated as of March 28, 2010Agreement and Plan of Merger • April 1st, 2010 • BWAY Holding CO • Metal cans • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 28, 2010 (this “Agreement”), by and among Picasso Parent Company, Inc., a Delaware corporation (“Parent”), Picasso Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and BWAY Holding Company, a Delaware corporation (the “Company”).
ContractIndemnification Agreement • May 30th, 2007 • BWAY Holding CO • Metal cans • Delaware
INDEMNIFICATION AGREEMENT, dated as of [ ], 2007, between BWAY Holding Company, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT Dated as of April 6, 2009 Between BWAY CORPORATION and THE GUARANTORS NAMED HEREIN as Issuers and DEUTSCHE BANK SECURITIES INC. and GOLDMAN, SACHS & CO., as Initial Purchasers 10% Senior Subordinated Notes due 2014Registration Rights Agreement • April 7th, 2009 • BWAY Holding CO • Metal cans • New York
This Registration Rights Agreement (this “Agreement”) is dated as of April 6, 2009, between BWAY CORPORATION, a Delaware corporation (the “Company”), the subsidiaries of the Company listed on Schedule 1 hereto (collectively, and together with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Notes (as hereinafter defined), the “Guarantors,” and together with the Company, the “Issuers”), and DEUTSCHE BANK SECURITIES INC. and GOLDMAN, SACHS & CO., as initial purchasers (the “Initial Purchasers”).
REGISTRATION RIGHTS AGREEMENT Dated as of June 16, 2010 Among PICASSO MERGER SUB, INC., PICASSO INTERMEDIATE COMPANY, INC. and BANC OF AMERICA SECURITIES LLC, DEUTSCHE BANK SECURITIES LLC and BARCLAYS CAPITAL INC. 10% Senior Notes due 2018Registration Rights Agreement • June 22nd, 2010 • BWAY Holding CO • Metal cans • New York
This Registration Rights Agreement (this “Agreement”) is dated as of June16, 2010, among Picasso Merger Sub, Inc., a Delaware Corporation (“Picasso”) that will be merged with and into BWAY Holding Company, a Delaware corporation (the “Company”) as the surviving corporation, Picasso Intermediate Company, Inc., a Delaware Corporation (“Holdings”), and Banc of America Securities LLC, Deutsche Bank Securities Inc. and Barclays Capital Inc., (collectively, the “Initial Purchasers”).
BWAY CORPORATION, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of April 6, 2009 10% Senior Subordinated Notes due 2014Indenture • April 7th, 2009 • BWAY Holding CO • Metal cans • New York
INDENTURE dated as of April 6, 2009 between BWAY CORPORATION, a Delaware corporation (the “Company”), THE GUARANTORS (as defined herein) and THE BANK OF NEW YORK MELLON, TRUST COMPANY, N.A. a national banking association, as Trustee (the “Trustee”).
CREDIT AGREEMENT among PICASSO INTERMEDIATE COMPANY, INC. (which immediately following the Initial Borrowing Date will be renamed BWAY INTERMEDIATE COMPANY, INC.) PICASSO MERGER SUB, INC. (which on the Initial Borrowing Date will be merged with and...Credit Agreement • June 22nd, 2010 • BWAY Holding CO • Metal cans • Delaware
CREDIT AGREEMENT, dated as of June 16, 2010, among PICASSO INTERMEDIATE COMPANY, INC., a Delaware corporation (which immediately following the Initial Borrowing Date will be renamed BWAY INTERMEDIATE COMPANY, INC.) (“Holdings”), PICASSO MERGER SUB, INC., a Delaware corporation (the “Merger Sub”), which, on the Initial Borrowing Date, will merge into, and be survived by, BWAY Holding Company, a Delaware corporation (“BWAY Holding”), with the surviving corporation the “U.S. Borrower” hereunder, ICL INDUSTRIAL CONTAINERS ULC/ICL, CONTENANTS INDUSTRIELS ULC, a Nova Scotia unlimited liability company (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers” and each a “Borrower”), the Lenders party hereto from time to time, DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Administrative Agent, BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC, as Documentation Agent, DEUTSCHE BANK SECURITIES INC., BANC OF AMERICA SECURITIES LLC and BARCLAYS CAPITAL, the
ICL INDUSTRIAL CONTAINERS ULC/ICL, CONTENANTS INDUSTRIELS ULC as Obligor and DEUTSCHE BANK TRUST COMPANY AMERICAS as Collateral Agent SECURITY AGREEMENT June 16, 2010 STIKEMAN ELLIOTT LLPSecurity Agreement • June 22nd, 2010 • BWAY Holding CO • Metal cans • Ontario
Security agreement dated as of June 16, 2010 made by ICL Industrial Containers ULC/ICL, Contenants Industriels ULC to and in favour of Deutsche Bank Trust Company Americas as Collateral Agent for the benefit of the Secured Creditors.
NOMINATING AGREEMENTNominating Agreement • May 30th, 2007 • BWAY Holding CO • Metal cans • Delaware
NOMINATING AGREEMENT, dated as of [ ], 2007 (this “Agreement”), by and among BWAY Holding Company, a Delaware corporation (the “Company”), Kelso Investment Associates VI, L.P., a Delaware limited partnership (“KIA VI”) and KEP VI, LLC, a Delaware limited liability company (“KEP VI”; and, together with KIA VI, “Kelso”).
BWAY CorporationBWAY Holding CO • May 30th, 2007 • Metal cans
BWAY Corporation (the “Company”) hereby agrees to retain you, Kelso & Company, L.P. (“Kelso”), and any of your affiliates or designees (collectively, the “Kelso Group”), to provide consulting and advisory services to the Company commencing on the date hereof for a term ending on the date on which Kelso and its affiliates cease to own any shares of common stock of the Company. Such services may include (i) assisting in the raising of additional debt and equity capital from time to time for the Company, if deemed advisable by the Board of Directors of the Company, (ii) assisting the Company in its long-term strategic planning generally and (iii) providing such other consulting and advisory services as the Company may reasonably request.
FIRST SUPPLEMENTAL INDENTUREIndenture • June 22nd, 2010 • BWAY Holding CO • Metal cans • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 16, 2010, among BWAY Holding Company, a Delaware corporation (the “Company”), Armstrong Containers, Inc., a Delaware corporation (“Armstrong”), North America Packaging Corporation, a Delaware corporation (“North America Packaging”), North America Packaging of Puerto Rico, Inc., a Delaware corporation (“North America Packaging of Puerto Rico”), SC Plastics, LLC, a Georgia limited liability company (“SC Plastics”), Central Can Company, Inc., a Delaware corporation (“Central Can”), BWAY-Kilbourn, Inc., a Delaware corporation (“Kilbourn”), and BWAY Corporation, a Delaware corporation (“BWAY” and collectively with Armstrong, North America Packaging, North America Packaging of Puerto Rico, SC Plastics, Central Can and Kilbourn, the “Guaranteeing Subsidiaries”), Picasso Intermediate Company, Inc., a Delaware corporation (“Holdings”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Ind
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 22nd, 2010 • BWAY Holding CO • Metal cans • Delaware
This Management Services Agreement (this “Agreement”) is made and entered into as of June 16, 2010, by and among BWAY Holding Company, a Delaware corporation (the “Company”), Picasso Parent Company, Inc., a Delaware corporation (“Buyer Parent”), Madison Dearborn Partners V-B, L.P., a Delaware limited partnership (“MDP V-B”), and Madison Dearborn Partners VI-B, L.P., a Delaware limited partnership (“MDP VI-B” and, together with MDP V-B, “MDP”).
BWAY Corporation Letterhead]BWAY Holding CO • May 30th, 2007 • Metal cans
REGISTRATION RIGHTS AGREEMENT BCO HOLDING COMPANY Dated as of February 7, 2003Registration Rights Agreement • August 7th, 2009 • BWAY Holding CO • Metal cans • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of February 7, 2003, among BCO Holding Company, a Delaware corporation (the “Company”), Kelso Investment Associates VI, L.P., a Delaware limited partnership (“KIA VI”), KEP VI, LLC, a Delaware limited liability company (“KEP VI”; and, together with KIA VI, “Kelso”), Magnetite Asset Investors III L.L.C. (the “Outside Investor”), Warren J. Hayford (“WJH”), Mary Lou Hayford (“MLH”; together with WJH, the “Hayfords”), Jean-Pierre Ergas, Thomas N. Eagleson, Kevin C. Kern, Jeffrey M. O’Connell and Kenneth M. Roessler (collectively, the “Management Securityholders”; and together with the Hayfords, the “Continuing Securityholders”). The Continuing Securityholders, the Outside Investor and Kelso, are hereinafter referred to collectively as the “Securityholders”. Capitalized terms used herein without definition are defined in Section 10.
STOCK PURCHASE AGREEMENT between BWAY CORPORATION and THE PERSONS IDENTIFIED AS SELLERS ON THE SIGNATURE PAGES HERETO Dated as of August 20, 2009Stock Purchase Agreement • August 26th, 2009 • BWAY Holding CO • Metal cans • Illinois
This STOCK PURCHASE AGREEMENT, dated as of August 20, 2009 (this “Agreement”), is made by and among BWAY Corporation, a Delaware corporation (“Buyer”) and each of the Persons identified as “Sellers” on the signature pages hereto (each a “Seller” and collectively, the “Sellers”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 9.1.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 8th, 2007 • BWAY Holding CO • Metal cans • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 10, 2007, among BWAY HOLDING COMPANY (f/k/a BCO Holding Company) (“Holdings”), BWAY CORPORATION (the “U.S. Borrower”), ICL Industrial Containers ULC (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers” and each a “Borrower”), the lenders party to the Credit Agreement referred to below (the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement and/or the Security Agreement referred to below.
JOINDER AGREEMENTJoinder Agreement • December 11th, 2009 • BWAY Holding CO • Metal cans
THIS JOINDER IN U.S. SUBSIDIARIES GUARANTY, U.S. SECURITY AGREEMENT and PLEDGE AGREEMENT (this “Joinder”) is executed as of August 20, 2009 by CENTRAL CAN COMPANY, INC., a Delaware corporation (the “Joining Party”), and delivered to Deutsche Bank Trust Company Americas, as Administrative Agent and as Collateral Agent, for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
BWAY HOLDING COMPANY FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • August 7th, 2009 • BWAY Holding CO • Metal cans • Delaware
BWAY Holding Company, a Delaware corporation (the “Company”), hereby grants to the optionee named below (“Optionee”) an option (this “Option”) to purchase the total number of shares shown below of Common Stock of the Company (“Shares”) at the exercise price per share set forth below (the “Exercise Price”), subject to all of the terms and conditions of this Stock Option Agreement and the BWAY Holding Company 2007 Omnibus Incentive Plan (the “Plan”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan. The terms and conditions set forth of this Stock Option Agreement (“Stock Option Agreement”) and the terms and conditions of the Plan are incorporated herein by reference.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • June 22nd, 2010 • BWAY Holding CO • Metal cans • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 20, 2010, is made by and among BWAY Corporation, a Delaware corporation (the “Company”), the guarantors signatory hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
BWAY Corporation Letterhead]Letter Agreement • July 10th, 2009 • BWAY Holding CO • Metal cans • North Carolina
BWAY Corporation and North America Packaging Corporation (“NAMPAC”)(collectively, the “Company”) terminated the employment relationship with you effective May 21st, 2009 (the “Separation Date”). This letter agreement (the “Agreement”) sets forth the terms of your separation from the Company. In addition, this Agreement effectively terminates the Employment Agreement between You and the Company dated May 28, 2004 (the “Employment Agreement”). As we discussed, we desire to resolve any and all issues relating to your employment and the conclusion of your employment with the Company amicably and on mutually satisfactory terms. Specifically, you (“You” or “Your”) and the Company (collectively, the “Parties”) agree:
BWAY Corporation Letterhead] January 4, 2010 Mr. Michael B. Clauer Re: Separation Pay Agreement Dear Mike:Letter Agreement • January 7th, 2010 • BWAY Holding CO • Metal cans • Illinois
The purpose of this letter agreement (the "Agreement") is to set forth the terms upon which you may be entitled to certain benefits upon termination of your employment with BWAY Corporation (the "Company"). The Company agrees to provide the following benefits to you in exchange for your continued employment with the Company. Specifically, you ("You" or "Your") and the Company (collectively, the "Parties") agree:
FORM OF JOINDER AGREEMENTJoinder Agreement • August 7th, 2009 • BWAY Holding CO • Metal cans • Delaware
JOINDER AGREEMENT, dated as of [ ], 20[__], by and among BWAY Holding Company, a Delaware corporation (the “Company”) and [ ] (the “Joining Party”).
AMENDMENT NO. 2 TO THE SECURITYHOLDERS AGREEMENTSecurityholders Agreement • May 30th, 2007 • BWAY Holding CO • Metal cans
AMENDMENT NO. 2 (this “Amendment”), dated as of May 25, 2007, to the Securityholders Agreement (as defined below) by BCO Holding Company (as such entity has since been renamed “BWAY Holding Company”), a Delaware corporation (the “Company”).
Registration Rights Joinder AgreementRights Joinder Agreement • June 22nd, 2010 • BWAY Holding CO • Metal cans • New York
WHEREAS, Merger Sub merged with and into BWAY Holding Company, a Delaware corporation (the “Company”), in the “Merger” pursuant to the Agreement and Plan of Merger, dated as of March 28, 2010, by and among Picasso Parent Company, Inc., Merger Sub and the Company, with the Company assuming all of Merger Sub’s obligations (including those set forth in the Registration Rights Agreement) by operation of law; and
FORM OF CHANGE IN CONTROL AGREEMENTControl Agreement • May 30th, 2007 • BWAY Holding CO • Metal cans • Georgia
The purpose of this letter agreement (the “Agreement”) is to set forth the terms and conditions upon which you may be entitled to certain compensation and benefits upon a Change in Control of BWAY Holding Company (the “Company”). The Company agrees to provide the following compensation and benefits to you in exchange for your continued employment with the Company or any of its subsidiaries. Specifically, you and the Company agree:
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • December 11th, 2009 • BWAY Holding CO • Metal cans • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of August 20, 2009 (this “Supplemental Indenture”), among Central Can Company, Inc., a Delaware corporation (“Central Can”), each other Guarantor under the Indenture referred to below (the “Existing Guarantors”), and BWAY Corporation, a Delaware corporation (“BWAY”), as issuer under the Indenture referred to below, and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2009 • BWAY Holding CO • Metal cans • Illinois
THIS EMPLOYMENT AGREEMENT is made as of February 24, 2009 (the “Effective Date”), between BWAY Corporation, a Delaware corporation (the “Company”), and Kenneth M. Roessler (“Executive”). (The Company and Executive are referred to collectively herein as the “Parties” and individually as a “Party.”)
U.S. SECURITY AGREEMENT among PICASSO INTERMEDIATE COMPANY, INC., (which immediately following the Initial Borrowing Date will be renamed BWAY INTERMEDIATE COMPANY, INC.) PICASSO MERGER SUB, INC., BWAY HOLDING COMPANY, CERTAIN SUBSIDIARIES OF PICASSO...Security Agreement • June 22nd, 2010 • BWAY Holding CO • Metal cans • Delaware
SECURITY AGREEMENT, dated as of June 16, 2010, made by each of the undersigned grantors (each, a “Grantor” and, together with any other entity that becomes an grantor hereunder pursuant to Section 10.12 hereof, the “Grantors”) in favor of Deutsche Bank Trust Company Americas, as Collateral Agent (together with any successor Collateral Agent, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
