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”).
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.
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”).
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”).
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
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.
