AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 11th, 2011 • Phoenix Container, Inc. • Metal cans • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 23, 2011, among BWAY INTERMEDIATE COMPANY, INC., a Delaware corporation (“Holdings”), BWAY Holding Company, a Delaware corporation (“BWAY Holding” or the “U.S. Borrower”), 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., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC, 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.
INDUSTRIAL BUILDING LEASE Landlord: Southcorp Packaging USA, Inc. Tenant: North America Packaging Corporation Property Address: 1591 N. Harvey Mitchell Parkway Bryan, TexasIndustrial Building Lease • March 11th, 2011 • Phoenix Container, Inc. • 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”);
ASSET PURCHASE AGREEMENT DATED AS OF SEPTEMBER 25, 2009 BETWEEN BALL PLASTIC CONTAINER CORP. AND BWAY CORPORATIONAsset Purchase Agreement • March 11th, 2011 • Phoenix Container, Inc. • Metal cans • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September 25, 2009 (“Effective Date”), is made between Ball Plastic Container Corp., a Colorado corporation (the “Seller”), and BWAY Corporation, a Delaware corporation (the “Buyer”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 1.1.
OPERATING AGREEMENT OF SC PLASTICS, LLC ANY SECURITIES CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM ANY REGISTRATION REQUIREMENTS THEREUNDER. IN ADDITION, THE SECURITIES...Operating Agreement • March 11th, 2011 • Phoenix Container, Inc. • Metal cans • Georgia
INDUSTRIAL BUILDING LEASEIndustrial Building Lease • March 11th, 2011 • Phoenix Container, Inc. • Metal cans • Wisconsin
This Industrial Building Lease is made the 30th day of September, 2008, between STURTEVANT VENICE, LLC, an Illinois limited liability company, JES STURTEVANT VENICE, LLC, an Illinois limited liability company, RES STURTEVANT VENICE, LLC, an Illinois limited liability company, MSP STURTEVANT VENICE, LLC, an Illinois limited liability company, as tenants in common (hereinafter referred to collectively as “Landlord”), having Landlord’s principal office at c/o HSA Commercial Real Estate, 233 South Wacker Drive, Suite 350, Chicago, Illinois 60606, and BWAY CORPORATION, as successor by merger to Bway Manufacturing, Inc., a Delaware corporation, (hereinafter referred to as “Tenant”).
PURCHASE AGREEMENT DATED AS OF OCTOBER 8, 2010 By and Among NORTH AMERICA PACKAGING CORPORATION, PLASTICAN, INC. THE STOCKHOLDERS OF PLASTICAN, INC. AND JOHN R. CLEMENTI, as Seller RepresentativePurchase Agreement • March 11th, 2011 • Phoenix Container, Inc. • Metal cans • Massachusetts
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of October 8, 2010, is made by and among NORTH AMERICA PACKAGING CORPORATION, a Delaware corporation (the “Purchaser”), PLASTICAN, INC., a Massachusetts corporation (the “Company”), the Persons identified as “SELLERS” on the signature pages attached hereto (collectively, the “Sellers” and, each, a “Seller”) and JOHN R. CLEMENTI, in his capacity as the Seller Representative (as such term is defined in Section 7.5 hereof). Certain terms used herein are defined in Article VIII hereof.
STOCK PURCHASE AND MERGER AGREEMENT DATED AS OF DECEMBER 20, 2010 By and Among CENTRAL CAN COMPANY, INC. PHOENIX MERGER SUB, INC. PHOENIX CONTAINER, INC. CERTAIN STOCKHOLDERS OF PHOENIX CONTAINER, INC. AND KENNETH SOKOLOFF, as Seller RepresentativeStock Purchase and Merger Agreement • March 11th, 2011 • Phoenix Container, Inc. • Metal cans • Delaware
THIS STOCK PURCHASE AND MERGER AGREEMENT (this “Agreement”), dated as of December 20, 2010, is made by and among CENTRAL CAN COMPANY, INC., a Delaware corporation (“Central Can”), PHOENIX MERGER SUB, INC, a Nevada corporation and wholly-owned subsidiary of Central Can (the “Purchaser”), PHOENIX CONTAINER, INC., a Nevada corporation (the “Company”), the Persons identified as “SELLERS” on the signature pages attached hereto (collectively, the “Sellers” and, each, a “Seller”), Kenneth Sokoloff, in his capacity as the Seller Representative (as such term is defined in Section 7.5 hereof), and solely for purposes of Section 6.3 hereof, BWAY Corporation (“BWAY”). Certain terms used herein are defined in Article VIII hereof.
NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE PICASSO PARENT COMPANY, INC. 2010 EQUITY INCENTIVE PLANNon-Qualified Stock Option Agreement • March 11th, 2011 • Phoenix Container, Inc. • Metal cans • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Picasso Parent Company, Inc. (the “Company”), and the Participant specified above, pursuant to the Picasso Parent Company, Inc. 2010 Equity Incentive Plan (the “Plan”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • March 11th, 2011 • Phoenix Container, Inc. • Metal cans • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 6, 2011, among Phoenix Container, Inc., a Nevada corporation (the “Guaranteeing Subsidiary”), BWAY Holding Company, a Delaware corporation (the “Company”), the other 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”).
FIRST AMENDMENT TO INDUSTRIAL BUILDING LEASEIndustrial Building Lease • March 11th, 2011 • Phoenix Container, Inc. • Metal cans
THIS FIRST AMENDMENT TO INDUSTRIAL BUILDING LEASE (this “Amendment”) is made as of the day of April, 2010 by and between INTERNATIONAL REALTY HOLDINGS, LLC, a Delaware limited liability company, successor-in-interest to Southcorp Packaging USA, lnc. (“Landlord”), and BWAY CORPORATION, a Delaware limited liability company, successor-in-interest to North America Packaging Corporation (“Tenant”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • March 11th, 2011 • Phoenix Container, Inc. • Metal cans • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 1, 2010, among Plastican, Inc., a Massachusetts corporation (the “Guaranteeing Subsidiary”), BWAY Holding Company, a Delaware corporation (the “Company”), the other 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”).
ContractPhoenix Container, Inc. • March 11th, 2011 • Metal cans
Reference is hereby made to that certain Purchase Agreement, dated as of October 8, 2010, by and among North America Packaging Corporation, a Delaware corporation (the “Purchaser”), Plastican, Inc., a Massachusetts corporation (the “Company”), John R. Clementi, in his capacity as the Seller Representative, and the Sellers named therein and signatory thereto (the “Sellers”), pursuant to which the Purchaser acquired all of the issued and outstanding capital stock of the Company (the “Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE PICASSO PARENT COMPANY, INC. 2010 EQUITY INCENTIVE PLANIncentive Stock Option Agreement • March 11th, 2011 • Phoenix Container, Inc. • Metal cans • Delaware
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Picasso Parent Company, Inc. (the “Company”), and the Participant specified above, pursuant to the Picasso Parent Company, Inc. 2010 Equity Incentive Plan (the “Plan”).
LEASE AGREEMENT BETWEEN FIRST FULTON ASSOCIATES AND UNITED STATES CAN COMPANYLease Agreement • March 11th, 2011 • Phoenix Container, Inc. • Metal cans • Georgia
THIS LEASE, made this 15th day of June, 2001 (the “date of this Lease”), by and between FIRST FULTON ASSOCIATES, first party (hereinafter called “Landlord”); and UNITED STATES CAN COMPANY, second party (hereinafter called “Tenant”):
BUILDING AND GROUND LEASEBuilding and Ground Lease • March 11th, 2011 • Phoenix Container, Inc. • Metal cans
THIS BUILDING AND GROUND LEASE (“Lease”) is executed by and between CenterPoint Properties Trust, a Maryland trust (“Lessor”), and Central Can Company, Inc., formerly known as Central Can Company Acquisition, Corp., a Delaware corporation (“Lessee”), as of this 6th day of September, 2007 (the “Commencement Date”).
ARTICLE 1 - LEASE OF PREMISESLease • March 11th, 2011 • Phoenix Container, Inc. • Metal cans • Indiana
LEASE AGREEMENT BETWEEN GUION ROAD VENTURE, LLC a Delaware limited liability company, as Landlord and NORTH AMERICA PACKAGING CORPORATION a Delaware corporation, as Tenant Address of Premises:Lease Agreement • March 11th, 2011 • Phoenix Container, Inc. • Metal cans • Indiana
THIS LEASE AGREEMENT (this “Lease”), dated as of the day of February 2009 (the “Effective Date”), is made and entered into between GUION ROAD VENTURE, LLC, a Delaware limited liability company (“Landlord”), having an address at 111 E. Wacker Drive, 9th Floor, Chicago, IL 60601 and NORTH AMERICA PACKAGING CORPORATION, a Delaware corporation (together with its successors and assigns, herein called “Tenant”), having an address at 4101 Lake Boone Trail, Suite 201 Raleigh, NC 27607.
