0001193125-04-221761 Sample Contracts

INDUSTRIAL BUILDING LEASE
Industrial Building Lease • January 3rd, 2005 • Bway Corp • Metal cans

THIS LEASE, made as of this 28 day of June, 2001 between Southcorp Packaging USA, Inc., a Nevada corporation (“Landlord”) and North America Packaging Corporation, a Delaware corporation (“Tenant”);

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SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • January 3rd, 2005 • Bway Corp • Metal cans • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of July 7, 2004 (this “Supplemental Indenture”), among North America Packaging Corporation, a Delaware corporation (“NAMPAC”), North America Packaging of Puerto Rico, Inc., a Delaware corporation (“NAMPAC PR”), SC Plastics LLC, a Georgia limited liability company (“SC Plastics”), Armstrong Containers, Inc., a Delaware corporation (“Armstrong”) and, collectively with NAMPAC, NAMPAC PR and SC Plastics, the “Additional Parties”), BWAY Corporation, a Delaware corporation (“BWAY”), as issuer under the Indenture referred to below and as successor by merger to BWAY Manufacturing, Inc., a Delaware corporation, and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).

May 28, 2004 Mr. Thomas K. Linton Lake Forrest, IL Dear Thomas:
Employment Agreement • January 3rd, 2005 • Bway Corp • Metal cans

In connection with the closing of the transactions contemplated by the Stock Purchase Agreement, dated as of May 28, 2004, by and among BWAY Corporation, a Delaware corporation (“BWAY”), North America Packaging Corporation, a Delaware corporation (“NAMPAC”), and MVOC, LLC, a Delaware limited liability company (the “Purchase Agreement”), we are pleased to extend the following offer of continued employment.

AGREEMENT AND PLAN OF MERGER OF BWAY CORPORATION AND BWAY MANUFACTURING, INC.
Merger Agreement • January 3rd, 2005 • Bway Corp • Metal cans

THIS AGREEMENT AND PLAN OF MERGER (“Plan of Merger”), is made and entered into as of April 13, 2004, by and between BWAY Corporation, a Delaware corporation (“BWAY”) and BWAY Manufacturing, Inc., a Delaware corporation and wholly-owned subsidiary of BWAY (“Manufacturing”), such corporations being sometimes hereinafter referred to collectively as the “Constituent Corporations” and individually as a “Constituent Corporation.”

FIRST INDUSTRIAL, L.P. STANDARD FORM INDUSTRIAL BUILDING LEASE (Single Tenant)
Industrial Building Lease • January 3rd, 2005 • Bway Corp • Metal cans
FIRST LEASE AMENDMENT
Lease Amendment • January 3rd, 2005 • Bway Corp • Metal cans • Indiana

THIS FIRST LEASE AMENDMENT (the “Amendment”) is executed this 30th day of November 1998, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (“Leasor or Landlord”), and SOUTHCORP PACKAGING USA, INC., a Nevada corporation d/b/a, f/k/a North America Packaging Corp. and f/k/a Rheem Container Corporation (“Lessee or Tenant”)

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