Common use of Financial Statements; Pro Forma Balance Sheets; Projections Clause in Contracts

Financial Statements; Pro Forma Balance Sheets; Projections. On or prior to the Initial Borrowing Date, the Agents and the Lenders shall have received (i) unaudited consolidated balance sheets and related statements of income and cash flows for BWAY Holding for each fiscal quarter of BWAY Holding ended after the close of its December 31, 2009 fiscal quarter and at least 40 days prior to the Initial Borrowing Date and (ii) a pro forma consolidated balance sheet of Holdings and its Subsidiaries as of the last day of the most recently ended fiscal quarter ended at least 40 days prior to the Initial Borrowing Date (after giving effect to the Transaction), and related pro forma consolidated income statement for Holdings and its Subsidiaries for the most recently ended four fiscal quarter periods ended at least 40 days prior to the Initial Borrowing Date prepared as if the Transaction had occurred at the beginning of such period, which pro forma financial statements shall meet the requirements of Regulation S-X of the Securities Act (other than rules 3-10 and 3-16 thereof and to the extent of such other adjustments as may be reasonably satisfactory to the Agents) for a registered public offering of non-convertible debt securities of Holdings and its Subsidiaries. The ratio of (x) Consolidated Debt for Borrowed Money (as defined in the Merger Agreement) of BWAY Holding and its Subsidiaries (determined on a pro forma basis after giving effect to the Transaction) to (y) Consolidated EBITDA (as defined in the Merger Agreement) of BWAY Holding and its Subsidiaries for the most recently ended four fiscal quarter period ended at least 40 days prior to the Initial Borrowing Date shall not exceed 5.40:1.00, and the Agents shall have received evidence in reasonable detail demonstrating satisfaction with such requirement.

Financial Statements; Pro Forma Balance Sheets; Projections. On or prior to the Initial Borrowing Date, the Agents and the Lenders shall have received and the Administrative Agent, the Joint Lead Arrangers and the Required Lenders shall be reasonably satisfied with (i) audited consolidated financial statements of the Acquired Canadian Business for the three fiscal years of the Acquired Canadian Business ended prior to the Initial Borrowing Date, (ii) unaudited consolidated balance sheets and related financial statements of income and cash flows for BWAY Holding the Acquired Canadian Business for each fiscal quarter of BWAY Holding the Acquired Canadian Business ended after the close of its December 31, 2009 most recent fiscal quarter year and at least 40 45 days prior to the Initial Borrowing Date Date, (iii) unaudited consolidated financial statements of the U.S. Borrower for each fiscal quarter of the U.S. Borrower ended after the close of its most recent fiscal year and at least 45 days before the Initial Borrowing Date, (iiiv) a pro forma consolidated income statement and balance sheet of Holdings and its Subsidiaries as of (including the last day of Acquired Canadian Business), which pro forma statements shall demonstrate, to the most recently ended fiscal quarter ended at least 40 days prior to Administrative Agent’s, each Joint Lead Arranger’s and the Required Lenders’ reasonable satisfaction, that the financial covenants described herein shall be satisfied on the Initial Borrowing Date (after giving effect to the Transaction), and related pro forma consolidated income statement for Holdings and its Subsidiaries for the most recently ended four fiscal quarter periods ended at least 40 days prior to the Initial Borrowing Date prepared as if the Transaction had occurred at the beginning of such period, which pro forma financial statements shall meet the requirements of Regulation S-X of the Securities Act (other than rules 3-10 and 3-16 thereof and to the extent of such other adjustments as may be reasonably satisfactory to the Agents) for a registered public offering of non-convertible debt securities of Holdings and its Subsidiaries. The ratio of (x) Consolidated Debt for Borrowed Money (as defined in the Merger Agreement) of BWAY Holding and its Subsidiaries (determined on a pro forma basis after giving effect to the Transaction) to and (yv) Consolidated EBITDA (as defined in the Merger Agreement) detailed projected consolidated financial statements of BWAY Holding Holdings and its Subsidiaries for the most recently seven fiscal years ended four fiscal quarter period ended at least 40 days prior to after the Initial Borrowing Date Date, which projections (the “Projections”) shall not exceed 5.40:1.00(x) reflect the forecasted consolidated financial condition of Holdings and its Subsidiaries after giving effect to the Transaction and the related financing thereof, and the Agents shall have received evidence in reasonable detail demonstrating satisfaction with such requirement(y) be prepared and approved by Holdings.