Form of Amendment No. 2 to the Securityholders Agreement



 Exhibit 10.35 
 AMENDMENT NO. 2 TO THE  
 SECURITYHOLDERS AGREEMENT 
 AMENDMENT NO. 2 (this “Amendment”), dated as of May 25, 2007, to the Securityholders Agreement (as defined below) by BCO Holding
Company (as such entity has since been renamed “BWAY Holding Company”), a Delaware corporation (the “Company”). 
 WHEREAS, the Company, Kelso Investment Associates VI, L.P. (“KIA VI”), KEP VI, LLC (“KEP VI”; and, together with KIA VI, “Kelso”), Magnetite Asset Investors III L.L.C.
(the “Outside Investor”), Warren J. Hayford (“WJH”), Mary Lou Hayford (“MLH”; and together with WJH, the “Hayfords”), Jean-Pierre Ergas
(“JPE”), Thomas N. Eagleson, Kevin C. Kern, Jeffrey M. O’Connell and Kenneth M. Roessler (collectively, together with JPE, the “Management Securityholders”; and together with the Hayfords, the
“Continuing Securityholders”) have heretofore entered into the Securityholders Agreement, dated as of February 7, 2003, as amended by Amendment No. 1 thereto dated July 7, 2004 (as so amended, the
“Securityholders Agreement”). The Continuing Securityholders, together with the Outside Investor, are hereinafter referred to as the “Non-Kelso Securityholders”, and the Non-Kelso Securityholders,
together with Kelso, are hereinafter referred to as the “Securityholders”. 
 WHEREAS, the Company wishes to amend
Section 15.3 of the Securityholders Agreement; and 
 WHEREAS, pursuant to Section 14 of the Securityholders Agreement, the Company
(i) has obtained the written consent of Kelso, the Hayfords and JPE and (ii) upon effectiveness of this Amendment, the Company will promptly notify all of the Securityholders of this Amendment. 
 NOW, THEREFORE, the Company hereby agrees as follows: 
 1. Amendment to Section 15.3. Section 15.3 of the Securityholders Agreement is hereby amended to read in its entirety as follows: 
 Any Securityholder who ceases to own Securities or any interest therein, shall cease to be a party to, or Person who is subject to, this Agreement and
thereafter shall have no rights or obligations hereunder, provided, however, that a Transfer of Securities not explicitly permitted under this Agreement shall not relieve a Non-Kelso Securityholder of any of his or her obligations
hereunder. This entire Agreement shall terminate and be of no further force and effect (i) on an IPO and (ii) on a sale of Common Stock by Kelso to a Third Party Investor, whether in a stock sale transaction, merger or
otherwise, (a) following which sale a majority of the issued and outstanding shares of the Common Stock are owned by Third Party Investors and (b) in which sale the Non-Kelso Securityholders have been afforded a right to
participate pursuant to Section 6.1, whether or not the Non-Kelso Securityholders in fact exercise such right. 







 2. References. Each reference in the Securityholders Agreement to “this Agreement”,
“hereof”, “hereunder” or words of like import referring to the Securityholders Agreement shall mean and be a reference to the Securityholders Agreement as amended by this Amendment. This Amendment shall not constitute an
amendment or waiver of any provision of the Securityholders Agreement not expressly referred to herein and shall not be construed as an amendment, waiver or consent to any action that would require an amendment, waiver or consent except as expressly
stated herein. The Securityholders Agreement, as amended by this Amendment, is and shall continue to be in full force and effect and is in all respects ratified and confirmed hereby. 
 3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same Amendment. 
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 2 








 IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the date first written
above. 
  

			
	 BWAY HOLDING COMPANY

		
	 By:
	 	 /s/ Jeffrey M. O’Connell

	 Name:
	 	 Jeffrey M. O’Connell

	 Title:
	 	 Vice President, Treasurer and Secretary



 As required pursuant to Section 14 of the Securityholders Agreement, the undersigned
hereby consent to this Amendment, dated as of May 25, 2007. 
  

			
	KELSO INVESTMENT ASSOCIATES VI, L.P.
		
	By:	 	Kelso GP VI, LLC
		 	its general partner
		
	By:	 	 /s/ Frank T. Nickell

	Name:	 	Frank T. Nickell
	Title:	 	Managing Member
	
	KEP VI, LLC
		
	By:	 	 /s/ Frank T. Nickell

	Name:	 	Frank T. Nickell
	Title:	 	Managing Member
	
	 /s/ Warren J. Hayford
 Warren J. Hayford

	
	 /s/ Warren J. Hayford, Attorney-in-fact
 Mary Lou Hayford

	
	 /s/ Jean-Pierre Ergas
 Jean-Pierre Ergas