EX-10.1



 Exhibit 10.1 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT 

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. 

W I T N E S S E T H: 

WHEREAS, Holdings, the Borrowers, the Administrative Agent and each lender from time to time party thereto (the
“Lenders”) have entered into an Amended and Restated Credit Agreement, dated as of February 23, 2011 (as amended, supplemented or otherwise modified to but not including the date hereof, the “Credit Agreement”)
(capitalized terms not otherwise defined in this Amendment No. 2 have the same meanings as specified therefor in the Credit Agreement); 
 WHEREAS, Holdings and the Borrowers desire to make certain amendments to the Credit Agreement to facilitate an Asset Sale of the U.S. Borrower’s plastics blow molded bottles business as more
specifically set forth herein (collectively, the “Designated Asset Sale Amendments”); 
 WHEREAS,
pursuant to Section 13.12(a) of the Credit Agreement, the consent of the Required Lenders is necessary to effect the Designated Asset Sale Amendments; 

WHEREAS, the Lenders party hereto are willing to so consent to the Designated Asset Sale Amendments, subject to the
conditions set forth herein; and 
 NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION 1. Amendment of Section 1.01 of the Credit Agreement. Section 1.01 of the Credit Agreement is amended by adding in the appropriate alphabetical order the follow new
definitions: 
 “Designated Asset Sale” shall mean the sale, transfer or other disposition of the
Designated Assets by North America Packaging Corporation.” 
 “Designated Assets” shall mean
the assets comprising the plastics blow molded bottles business of North America Packaging Corporation.”. 

SECTION 2. Amendment of Section 5.02(h) of the Credit Agreement. Section 5.02(h) of the Credit
Agreement is hereby amended by restating the first proviso of such Section to read as follows: 







 “provided, however, with respect to no more than $7,500,000
in the aggregate of such Net Sale Proceeds from Asset Sales (other than any Net Sale Proceeds from a sale of Designated Assets) received by Holdings and its Restricted Subsidiaries in any fiscal year of such Borrower, such Net Sale Proceeds shall
not be required to be so applied or used to make mandatory repayments of Term Loans if no Event of Default then exists and the U.S. Borrower shall deliver within 45 days of the date of receipt of such Net Sale Proceeds a certificate to the
Administrative Agent setting forth that portion of such Net Sale Proceeds that the U.S. Borrower and/or its Restricted Subsidiaries, as the case may be, intends to reinvest in the purchase of Equipment, other fixed assets or other tangible assets
(but, in the case of tangible assets which do not constitute Equipment or fixed assets, only to the extent replacing the respective such tangible assets subject to such Asset Sale), in each case to be used in the business of the U.S. Borrower and
its Restricted Subsidiaries within 12 months following the date of receipt of such proceeds (or, if within such 12 month period, the U.S. Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Sale
Proceeds, within 18 months following the date of receipt of such proceeds);”. 
 SECTION 3. Amendment of
Section 10.02(iii) of the Credit Agreement. Section 10.02(iii) of the Credit Agreement is hereby amended and restated to read as follows: 
 “(iii) the U.S. Borrower and its Restricted Subsidiaries may sell assets, so long as (u) no Default or Event of Default then exists or would result therefrom, (w) each such sale is on terms
and conditions not less favorable to the U.S. Borrower or such Restricted Subsidiary as would reasonably be obtained by the U.S. Borrower or such Restricted Subsidiary at that time in a comparable arm’s-length transaction with a Person other
than an Affiliate and the U.S. Borrower or the respective Restricted Subsidiary receives at least fair market value (as determined in good faith by the U.S. Borrower or such Restricted Subsidiary, as the case may be), (x) at least 75% of the
consideration received by the U.S. Borrower or such Restricted Subsidiary shall be in the form of cash or Cash Equivalents (taking into account the amount of cash and Cash Equivalents, the principal amount of any promissory notes and the fair market
value, as determined by the U.S. Borrower or such Restricted Subsidiary, as the case may be, in good faith, of any other consideration) and is paid at the time of the closing of such sale, (y) the Net Sale Proceeds therefrom are applied as (and
to the extent) required by Section 5.02(h); provided that in the case of Net Sale Proceeds from a sale of Designated Assets, 100% of such Net Sale Proceeds are applied as required by Section 5.02(h), and
(z) (1) the aggregate amount of the proceeds received from the Designated Asset Sale shall not exceed $15,000,000 and (2) the aggregate amount of the proceeds received from all assets sold pursuant to this clause (iii), other than
from the Designated Asset Sale, shall not exceed $5,000,000 in any fiscal year of Holdings.”. 

  
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 SECTION 4. Conditions of Effectiveness of Amendment No. 2. This
Amendment No. 2 shall become effective on the date (the “Amendment No. 2 Effective Date”) when the following conditions shall have been satisfied (or waived): 

(a) each Credit Agreement Party and Lenders constituting the Required Lenders shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission or electronic transmission) the same to the Administrative Agent; and 

(b) the Borrowers shall have paid in full all fees and reasonable out-of-pocket expenses (including the reasonable fees and
expenses of White & Case LLP) to the extent invoiced, incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment No. 2 that are required to be paid pursuant to
Section 13.01 of the Credit Agreement or any fee letter between the Borrowers and the Administrative Agent. 
 SECTION 5. Representations and Warranties. Each Credit Agreement Party hereby represents and warrants as follows as of the date hereof: 

(a) The execution, delivery and performance by such Credit Agreement Party of this Amendment No. 2 are within such
Credit Agreement Party’s corporate or other powers and have been duly authorized by all necessary corporate or other organizational action. Neither the execution, delivery nor performance by each Credit Agreement Party of this Amendment
No. 2 will (i) contravene the terms of such Person’s certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents); (ii) conflict with
or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under (x) any material contract to which such Person is a party or by which it or any of its properties of such Person or any of its
Restricted Subsidiaries is bound or by which it may be subject or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any
applicable material law except, in the case of preceding clauses (ii) and (iii), any contravention, breach, default and/or conflict, that would not be reasonably be expected, either individually or in the aggregate, to have a Material Adverse
Effect. 
 (b) This Amendment No. 2 has been duly executed and delivered by each Credit Agreement Party and
constitutes a legal, valid and binding obligation of each Credit Agreement Party, enforceable against such Credit Agreement Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). 

(c) Upon the effectiveness of this Amendment No. 2 and both before and immediately after giving effect to this
Amendment No. 2 no Default or Event of Default exists. 
 (d) Each of the representations and warranties of
each Credit Agreement Party contained in Section 8 of the Credit Agreement and each other Credit Document immediately 

  
 3 








 
before and after giving effect to each and all parts of this Amendment No. 2 is true and correct in all material respects on and as of the date hereof; provided that (x) any such
representation or warranty that is qualified by concepts of materiality shall be true and correct in all respects and (y) to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in
all material respects as of such earlier date. 
 SECTION 6. Reference to and Effect on the Credit Agreement and
the Credit Documents. 
 (a) On and after the Amendment No. 2 Effective Date, each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment No. 2. 

(b) The Credit Agreement and each of the other Credit Documents, as specifically amended by this Amendment No. 2, are
and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Credit Parties under the Credit Documents, in each case, as amended by this Amendment No. 2. 
 (c) The execution, delivery and effectiveness of this Amendment No. 2 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents. On and after the effectiveness of this Amendment No. 2, this Amendment No. 2 shall for all purposes constitute
a Credit Document. 
 SECTION 7. Execution in Counterparts. This Amendment No. 2 may be executed in one
or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or electronic transmission of an executed counterpart of a signature page to this
Amendment No. 2 shall be effective as delivery of an original executed counterpart of this Amendment No. 2. 
 SECTION 8. Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial. 
 (a) This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York. 

(b) Any legal action or proceeding with respect to this Amendment No. 2 may be brought in the courts of the State of
New York or of the United States for the Southern District of New York, in each case which are located in the County of New York, and, by execution and delivery of this Amendment No. 2, each of the parties hereto hereby irrevocably accepts for
itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. 
 (c) Each party hereto hereby further irrevocably waives any claim that any such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action proceeding with respect to
this Amendment No. 2 brought in any of the aforementioned courts, 

  
 4 








 
that such courts lack personal jurisdiction over it. Each party hereto irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by
the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its respective address set forth opposite its signature below, such service to become effective 30 days after such mailing. Each party hereto
irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder that service of process was in any way invalid or ineffective. Nothing herein
shall affect the right of any party hereto to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any other such party in any other jurisdiction. 

(d) Each party hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of
any of the aforesaid actions or proceedings arising out of or in connection with Amendment No. 2 brought in the courts referred to in clause (b) above and hereby further irrevocably waives and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in an inconvenient forum. 
 (e) Each
of the parties hereto irrevocably waives all right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this Amendment No. 2 or the transactions contemplated hereby. 

[The remainder of this page is intentionally left blank.] 

  
 5 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be executed by their respective officers thereunto duly authorized, as of the date first above written. 
  

							
	 Address:
	 		 	BWAY INTERMEDIATE COMPANY, INC.
				
	 8607 Roberts Drive, Suite 250
	 		 	By:	 	/s/Jeffrey M. O’Connell
	 Atlanta, GA 30350
	 		 		 	 Name: Jeffrey M. O’Connell

	 Tel: (770) 645-4800
	 		 		 	 Title: VP, Treasurer & Secretary

	 Fax: (770) 645-4810
	 		 		 	
			
		 		 	BWAY HOLDING COMPANY
				
		 		 	By:	 	/s/Jeffrey M. O’Connell
		 		 		 	 Name: Jeffrey M. O’Connell

		 		 		 	 Title: VP, Treasurer & Secretary

			
		 		 	ICL INDUSTRIAL CONTAINERS ULC/ICL,
CONTENANTS INDUSTRIELS ULC
				
		 		 	By:	 	/s/Jeffrey M. O’Connell
		 		 		 	 Name: Jeffrey M. O’Connell

		 		 		 	 Title: VP, Treasurer & Secretary



  
 BWAY Amendment
No. 2 









			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent

		
	By:	 	/s/ Erin Morrissey
		 	Name: Erin Morrissey
		 	Title: Director
		
	By:	 	/s/ Carin Keegan
		 	Name: Carin Keegan
		 	Title: Director
	
	 DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender

		
	By:	 	/s/ Erin Morrissey
		 	Name: Erin Morrissey
		 	Title: Director
		
	By:	 	/s/ Carin Keegan
		 	Name: Carin Keegan
		 	Title: Director



  
 BWAY Amendment
No. 2 








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 ABERDEEN LOAN FUNDING, LTD 
 ACA CLO 2006-1, LTD 

ACA CLO 2006-2, LTD 

ACA CLO 2007-1, LTD 

ACE AMERICA INSURANCE COMPANY 
 ALM IV, LTD 
 ALM LOAN FUNDING 2010-3, LTD 

APIDOS CDO II 
 APIDOS
CDO III 
 APIDOS CDO IV 
 APIDOS CDO V 
 APIDOS CINCO CDO 

APIDOS QUATTRO CDO 

ARCH INVESTMENT HOLDINGS III LTD 
 AVALON CAPITAL LTD 3 
 AVERY STREET CLO, LTD 

BAKER STREET CLO II LTD 

BALLYROCK CLO 2006-1 LIMITED 
 BALLYROCK CLO 2006-2 LIMITED 
 BANK OF AMERICA, N.A. 

BARCLAYS BANK PLC 

BLACK DIAMOND CLO 2005-1, LTD 
 BLACK DIAMOND CLO 2005-2, LTD 
 BLACK DIAMOND CLO 2006-1 (CAYMAN) LTD 

CALLIDUS DEBT PARTNERS CLO FUND VI, LTD 
 CALLIDUS DEBT PARTNERS CLO FUND VII, LTD 
 CHELSEA PARK CLO LTD 

CITIBANK, N.A. 
 DENALI
CAPITAL CLO V, LTD 
 DENALI CAPITAL CLO VII, LTD 
 DEUTSCHE BANK AG NEW YORK BRANCH 
 DEUTSCHE BANK TRUST COMPANY AMERICAS 

DIVERSIFIED CREDIT PORTFOLIO LTD 
 EASTLAND CLO, LTD 
 EATON VANCE CDO IX LTD 

EATON VANCE CDO VII PLC 

EATON VANCE CDO VIII 

EATON VANCE CDO X PLC 

EATON VANCE FLOATING RATE INCOME TRUST 
 EATON VANCE INSTITUTIONAL SENIOR LOAN FUND 
 EATON VANCE LIMITED DURATION INCOME FUND

 EATON VANCE MEDALLION FLOATING-RATE INCOME PORTFOLIO 
 EATON VANCE SENIOR FLOATING-RATE TRUST 
 EATON VANCE SENIOR INCOME TRUST 

EATON VANCE VT FLOATING-RATE INCOME FUND 
 EMERSON PLACE CLO, LTD 
 FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND 

FIDELITY FLOATING RATE CENTRAL INVESTMENT PORTFOLIO 
 FIRE AND POLICE PENSION FUND, SAN ANTONIO 
 FLATIRON 2011-1 LTD 

FM LEVERAGED CAPITAL FUND I 
 FM LEVERAGED CAPITAL FUND II 
 FRIEDBERGMILSTEIN PRIVATE CAPITAL FUND I 

GALAXY IV CLO, LTD 

GALAXY VI CLO, LTD 







 GALAXY VII CLO, LTD 
 GALAXY VIII CLO, LTD 
 GALAXY X CLO, LTD 

GALE FORCE 1 CLO, LTD 

GALE FORCE 3 CLO, LTD 

GALE FORCE 4 CLO, LTD 

GENERAL ELECTRIC CAPITAL CORPORATION 
 GOLDEN KNIGHT II CLO, LTD 
 GRAYSON & CO 

GRAYSON CLO, LTD 
 GSC
GROUP CDO FUND VIII, LIMITED 
 GSC PARTNERS GEMINI FUND LIMITED 

HAMLET II, LTD 
 ING
(L) FLEX—SENIOR LOANS 
 ING FLOATING RATE FUND 
 ING IM CLO 2011-1 LTD 
 ING INVESTMENT MANAGEMENT CLO I, LTD 

ING INVESTMENT MANAGEMENT CLO II, LTD 
 ING INVESTMENT MANAGEMENT CLO IV, LTD 
 ING INVESTMENT MANAGEMENT CLO V, LTD 

ING INVESTMENT MANAGEMENT CLO III, LTD 
 ING INVESTMENT TRUST CO. PLAN FOR EMPLOYEE BENEFIT INVESTMENT FUNDS—SENIOR LOAN FUND 

ING PRIME RATE TRUST 

INVESCO FLOATING RATE FUND 
 INVESCO VAN KAMPEN SENIOR INCOME TRUST 
 INVESCO VAN KAMPEN SENIOR LOAN FUND 

INVESCO ZODIAC FUNDS—INVESCO US SENIOR LOAN FUND 
 INWOOD PARK CDO LTD 
 JNL/PPM AMERICA FLOATING RATE INCOME FUND 

KATONAH 2007-1 CLO LTD 

KATONAH IX CLO LTD 

KATONAH X CLO LTD 

LAFAYETTE SQUARE CDO LTD 
 LEVERAGE SOURCE III S.A.R.L. 
 LIME STREET CLO, LTD 

LIMEROCK CLO I 
 LORD
ABBETT FLOATING RATE FUND 
 MAINSTAY FLOATING RATE FUND 
 MAINSTAY VP FOATING RATE PORTFOLIO 
 MALIBU LOAN FUNDING LLC 

MET INVESTORS SERIES TRUST—MET/EATON VANCE FLOATING RATE PORTFOLIO 

MIZUHO CORPORATE BANK, LTD 
 MORGAN STANDLEY INVESTMENT MANAGEMENT CROTON, LTD 
 MOSELLE CLO S.A. 

MSIM PECONIC BAY, LTD 

NAUTIQUE FUNDING LTD 

NEW YORK LIFE INSURANCE AND ANNUTITY CORPORATION 
 NEW YORK LIFE INSURANCE COMPANY 
 NYLIM FLATIRON CLO 2005-1 LTD 

NYLIM FLATIRON CLO 2006-1 LTD 
 NYLIM FLATIRON CLO 2007-1 LTD 
 OCTAGON INVESTMENT PARTNERS IX, LTD 

OCTAGON INVESTMENT PARTNERS V, LTD 
 OCTAGON INVESTMENT PARTNERS X, LTD 
 OCTAGON INVESTMENT PARTNERS XI, LTD 







 PACIFIC SELECT FUNDING FLOATING RATE LOAN PORTFOLIO 

PHOENIX CLO I, LTD 

PHOENIX CLO II, LTD 

PHOENIX CLO III, LTD 

PINEBRIDGE BANK LOAN FUND LTD 
 PPM GRAYHAWK CLO LTD 
 PPM MONARCH BAY FUNDING LLC 

PRIMUS FLOATING RATE HIGH INCVOME COMMINGLED POOL 
 PRO ASSURANCE IDENMINTY 
 PROSPECT PARK CDO LTD 

RIVERSOURCE VARIABLE SERIES TRUST-VARIABLE PORTFOLIO-EATON VANCE FLOATING-RATE INCOME FUND 

SAN GABRIEL CLO I LTD 

SARATOGA CLO I, LTD 

SATURN CLO LTD 
 SENIOR
DEBT PORTFOLIO 
 SIERRA CLO II LTD 
 SILVERADO CLO 2006-II LIMITED 
 SPRING ROAD CLO 2007-1, LTD 

SUN LIFE ASSURANCE COMPANY OF CANADA (US) 
 T. ROWE PRICE INSTITUTIONAL FLOATING RATE FUND 
 T. ROWE PRICE INSTITUTIONAL FLOATING
RATE FUND, INC. 
 TETON FUNDING, LLC 
 VALIDUS REINSURANCE LTD 
 VENTURE IX CDO, LIMITED 

VENTURE V CDO LIMITED 

VENTURE VI CDO LIMITED 

VENTURE VII CDO LIMITED 

VENTURE VIII CDO, LIMITED 
 WASATCH CLO LTD 
 WESTCHESTER CLO, LTD 

WIND RIVER REINSURANCE COMPANY, LTD.