FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • November 8th, 2012 • Bway Intermediate Company, Inc. • Metal cans • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 2, 2012, between BWAY Parent Company, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
STOCK PURCHASE AGREEMENT BY AND AMONG BWAY CORPORATION, LINPAC FINANCE LIMITED AND LINPAC GROUP LIMITED DATED AS OF NOVEMBER 30, 2012Stock Purchase Agreement • March 26th, 2013 • Bway Intermediate Company, Inc. • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2012, by and among BWAY CORPORATION, a Delaware corporation (“Buyer”), LINPAC FINANCE LIMITED, a private limited company organized under the laws of England and Wales (“Seller”), and LINPAC GROUP LIMITED, a private limited company organized under the laws of England and Wales (“Seller Parent”). Each of Buyer and Seller is referred to herein as a “Party” and together as the “Parties”.
CREDIT AGREEMENT among BWAY INTERMEDIATE COMPANY, INC., as Holdings BWAY HOLDING COMPANY, and its Domestic Subsidiaries listed as Borrowers on the signature pages hereto, as Borrowers, VARIOUS LENDERS, BANK OF AMERICA, N.A., as ADMINISTRATIVE AGENT...Credit Agreement • November 8th, 2012 • Bway Intermediate Company, Inc. • Metal cans • Delaware
Until completion of the first full fiscal quarter after the Closing Date, the Applicable Margin shall be determined as if Level II were applicable. Thereafter, the Applicable Margin shall be subject to increase or decrease on the first Business Day of each fiscal quarter based on Average Availability, and each such increase or decrease in the Applicable Margin shall be effective on the Adjustment Date occurring immediately after the last day of the fiscal quarter most recently ended. If the Borrowers fail to deliver any Borrowing Base Certificate on or before the date required for delivery thereof, then, at the option of the Required Lenders, the Applicable Margin shall be determined as if Level III were applicable, from the first day of the calendar month following the date such Borrowing Base Certificate was required to be delivered until the date of delivery of such Borrowing Base Certificate.
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTThe Credit Agreement • January 25th, 2013 • Bway Intermediate Company, Inc. • New York
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT dated as of January 18, 2013 (this “Amendment”), by and among BWAY INTERMEDIATE COMPANY, INC. (“Holdings”), BWAY HOLDING COMPANY (the “Lead Borrower”), BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent (the “Administrative Agent”) under the Credit Agreement (as defined below), each INCREASE LOAN LENDER (as defined below), each of the other LENDERS party hereto and each of the other CREDIT PARTIES party hereto.
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 15th, 2012 • Bway Intermediate Company, Inc. • Metal cans • New York
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 18, 2012 (this “Amendment No. 2”), by and among BWAY INTERMEDIATE COMPANY, INC., a Delaware corporation (“Holdings”), BWAY HOLDING COMPANY, a Delaware corporation (the “U.S. Borrower”) and ICL INDUSTRIAL CONTAINERS ULC/ICL, CONTENANTS INDUSTRIELS ULC, a Nova Scotia unlimited liability company (the “Canadian Borrower” and, together with the U.S. Borrower, each a “Borrower” and collectively, the “Borrowers”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Administrative Agent (in such capacity, the “Administrative Agent”) and each other Lender (as defined below) party hereto.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • November 8th, 2012 • Bway Intermediate Company, Inc. • Metal cans • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 5, 2012, between BWAY Parent Company, Inc., a Delaware corporation (“Successor”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
TERM LOAN CREDIT AGREEMENT among BWAY INTERMEDIATE COMPANY, INC., BWAY HOLDING COMPANY, as the LEAD BORROWER, BWAY CORPORATION and NORTH AMERICA PACKAGING CORPORATION, as SUBSIDIARY BORROWERS, VARIOUS LENDERS and DEUTSCHE BANK TRUST COMPANY AMERICAS,...Term Loan Credit Agreement • November 8th, 2012 • Bway Intermediate Company, Inc. • Metal cans • Delaware
THIS TERM LOAN CREDIT AGREEMENT, dated as of November 5, 2012, among BWAY INTERMEDIATE COMPANY, INC. (“Holdings”), BWAY HOLDING COMPANY (“BWAY Holding” or the “Lead Borrower”), BWAY CORPORATION and NORTH AMERICA PACKAGING CORPORATION (each, a “Subsidiary Borrower” and together with the Lead Borrower, the “Borrowers”), the Lenders party hereto from time to time, DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, GOLDMAN SACHS BANK USA, as Documentation Agent, DEUTSCHE BANK SECURITIES INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and GOLDMAN SACHS BANK USA, as Joint Lead Arrangers (in such capacity, the “Joint Lead Arrangers”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • December 31st, 2012 • Bway Intermediate Company, Inc. • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 12, 2012, among BWAY Holding Company, a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
INCREMENTAL TERM LOAN COMMITMENT AGREEMENT among BWAY INTERMEDIATE COMPANY, INC., BWAY HOLDING COMPANY, as the LEAD BORROWER, BWAY CORPORATION and NORTH AMERICA PACKAGING CORPORATION, as SUBSIDIARY BORROWERS, VARIOUS LENDERS and DEUTSCHE BANK TRUST...Incremental Term Loan Commitment Agreement • January 25th, 2013 • Bway Intermediate Company, Inc. • New York
Reference is hereby made to the Term Loan Credit Agreement, dated as of November 5, 2012 (as amended from time to time, the “Credit Agreement”), among BWAY Intermediate Company, Inc. (“Holdings”), BWAY Holding Company (the “Lead Borrower”), BWAY Corporation, North America Packaging Corporation (together with BWAY Corporation, the “Subsidiary Borrowers” and together with the Lead Borrower, the “Borrowers”), the various Lenders, Deutsche Bank Trust Company Americas, as Administrative Agent and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Bank USA, as Joint Lead Arrangers. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Credit Agreement.
