First Amendment to Credit Agreement,dated as of May 10,2007



 Exhibit 4.14 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 FIRST AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”), dated as of May 10, 2007, among BWAY HOLDING COMPANY (f/k/a BCO Holding Company) (“Holdings”), BWAY CORPORATION (the “U.S. Borrower”), ICL Industrial Containers ULC (the
“Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers” and each a “Borrower”), the lenders party to the Credit Agreement referred to below (the “Lenders”) and
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms
in the Credit Agreement and/or the Security Agreement referred to below. 
 WITNESSETH: 
 WHEREAS, Holdings, the Borrowers, the Lenders, LaSalle Bank, N.A., as Documentation Agent, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc.,
as Joint Lead Arrangers, and the Administrative Agent are parties to a Credit Agreement, dated as of July 17, 2006 (as amended, modified and/or supplemented through, but not including, the date hereof, the “Credit Agreement”);

 WHEREAS, subject to the terms and conditions of this Amendment, the parties hereto wish to amend and waive certain provisions of the
Credit Agreement as herein provided; 
 NOW, THEREFORE, it is agreed: 
 I. Amendments and Waiver to Credit Agreement. 
 1. Section 9.03(iii) of the Credit Agreement is
hereby amended by amending and restating said Section in its entirety as follows: 
 “(iii) so long as no Default or
Event of Default exists at the time of the respective Dividend, redemption or repurchase or would exist immediately after giving effect thereto, the U.S. Borrower may pay cash Dividends to Holdings to allow Holdings to redeem or repurchase (and
Holdings may redeem or repurchase), contemporaneously with such Dividend, Equity Interests of Holdings from shareholders, provided that the aggregate principal amount of Dividends made by the U.S. Borrower to Holdings pursuant to this clause
(iii), and the aggregate amount paid by Holdings in respect of all such Equity Interests so redeemed or repurchased shall not (net of any cash proceeds received by Holdings (but in no event from any Qualified Public Offering) from issuances of its
Equity Interests and contributed to the U.S. Borrower in connection with such redemption or repurchase), in either case, exceed either (x) during any fiscal year of the U.S. Borrower, $10,000,000 or (y) for all periods after the Initial
Borrowing Date (taken as a single period), $30,000,000;”. 







 2. Section 9.03 of the Credit Agreement is hereby further amended by (x) deleting the word
“and” appearing at the end of clause (viii) therein, (y) deleting the period (“.”) appearing at the end of clause (ix) thereof and inserting the text “;” in lieu thereof and (z) inserting the
following new clauses immediately following clause (ix) appearing in said Section: 
 “(x) after Holdings
successfully consummates a Qualified Public Offering, the U.S. Borrower may pay cash Dividends to Holdings; provided that (A) the proceeds thereof are promptly used by Holdings to pay Kelso consideration for the termination in full of
all obligations of Holdings or the U.S. Borrower under, and pursuant to, the Kelso Agreements and (B) the aggregate amount of cash Dividends paid pursuant to this clause (x) shall not, when aggregated with any payments made by the U.S.
Borrower to Kelso pursuant to Section 9.06(ix), exceed $5,000,000; and 
 (xi) (A) after Holdings successfully
consummates a Qualified Public Offering, the U.S. Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings to pay a bonus to certain members of Holdings’ management; provided that the
aggregate amount of cash Dividends paid pursuant to this clause (A) shall not, when aggregated with any payments made by the U.S. Borrower to management pursuant to Section 9.06(x), exceed $10,000,000 (plus any applicable payroll tax
expenses due and payable by the U.S. Borrower in an amount not to exceed $1,000,000) and (B) the U.S. Borrower may pay cash Dividends to Holdings which are used by it to pay its costs (including professional fees and expenses) incurred in
connection with any Qualified Public Offering (whether or not consummated); provided that the aggregate amount of cash Dividends paid pursuant to this clause (B) shall not exceed $7,500,000.”. 
 3. Section 9.06 of the Credit Agreement is hereby amended by (w) deleting the word “and” appearing at the end of clause
(vii) therein, (x) deleting the period (“.”) appearing at the end of clause (viii) thereof and inserting the text “;” in lieu thereof, (y) inserting the following new clauses immediately following clause
(viii) appearing in Section 9.06: 
 “(ix) so long (x) as no Default under Section 10.01 or 10.05 and
no Event of Default shall exist (both before and immediately after giving effect thereto) and (y) Holdings has successfully consummated a Qualified Public Offering, the U.S. Borrower may pay Dividends pursuant to clause (x) of
Section 9.03 and pay a one-time fee to Kelso; provided that the aggregate amount of cash payments pursuant to this clause (ix) shall not exceed, when aggregated with any Dividends paid pursuant to Section 9.03(x), $5,000,000;
provided further that such cash payments shall be consideration for the termination in full of all obligations of Holdings or the U.S. Borrower and each other Credit Party under, and pursuant to, the Kelso Agreements; and 

(x) after Holdings has successfully consummated a Qualified Public Offering, the U.S. Borrower may pay Dividends pursuant to clause
(xi) of Section 9.03 and make payments to certain members of management of Holdings or the U.S. Borrower; provided that the aggregate amount of cash payments pursuant to this clause (x) shall not exceed, when aggregated with
any Dividends paid pursuant to Section 9.03(xi) (A) $10,000,000”. 
  

 -2- 








 and (z) amending and restating the last sentence of Section 9.06 in its entirety as follows: 
 “Notwithstanding anything to the contrary contained above in this Section 9.06, in no event shall the U.S. Borrower or any of
its Subsidiaries pay any management, consulting or similar fee to Kelso or any Affiliate of Kelso except as specifically provided in clauses (v), (viii), (ix) and (x) of this Section 9.06.” 
 4. Section 9.07(a) of the Credit Agreement is hereby amended by amending and restating said Section in its entirety as follow: 
 “(a) The U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during
any fiscal year of the U.S. Borrower (beginning with its fiscal year ended September 30, 2007), the U.S. Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not
exceed (x) for the fiscal year ended September 30, 2007, $35,000,000 and (y) for each fiscal year thereafter, $30,000,000.”. 
 5. The definition of “Applicable Margin” appearing in Section 11.01 of the Credit Agreement is hereby amended by deleting the text “100%” appearing under the column labeled “Swingline Loans and Revolving Loans
maintained as Base Rate or Canadian Prime Rate Loans” and the row labeled “Level 4” therein and inserting the text “1.00%” in lieu thereof. 
 6. The definition of “Consolidated EBITDA” appearing in Section 11.01 of the Credit Agreement is hereby amended by (x) inserting the text “including for the termination thereof as permitted
pursuant to Section 9.03(x)” immediately following text “Kelso Management Agreement” appearing in clause (viii) of said definition, (y) deleting the word “and” appearing at the end of clause (viii) of
said definition, and (z) inserting the following new clause immediately following clause (ix) of said definition: 
 “, and
(x) payments to members of Holdings’ management made pursuant to Section 9.03(xi)”. 
 7. The Borrowers hereby represent
and warrant to the Lenders that prior to the Amendment Effective Date (as defined below), Vulcan Containers ULC has delivered a counterpart of (or joinder agreement for) the Canadian Subsidiaries Guaranty and the Canadian Security Agreement as
required pursuant to Section 9.14 of the Credit Agreement. So long as the actions set forth in the immediately preceding sentence have been taken (and so long as all other actions required pursuant to Section 9.14 have been taken by the
Amendment Effective Date), the Required Lenders hereby waive any Default or Event of Default under the Credit Agreement that has occurred solely as a result of the timing of such actions. 
 II. Miscellaneous Provisions. 
 1. This Amendment
shall become effective as of the date first above written (the “Amendment Effective Date”) on the date when Holdings, the Borrowers, each Credit Party and 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) the same to the Administrative Agent at the Notice Office. 
  

 -3- 








 2. In order to induce the Lenders to enter into this Amendment, the Borrowers hereby represent and
warrant that (i) no Default or Event of Default exists on the Amendment Effective Date, after giving effect to this Amendment, and (ii) on the Amendment Effective Date, after giving effect to this Amendment, all representations and
warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects (it being understood that any representation or warranty made as of a specific date shall be true and correct in all
material respects as of such specific date). 
 3. This Amendment may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be delivered to Holdings, the
Borrower and the Administrative Agent. 
 4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
 5. From and after the Amendment Effective Date, all references in the
Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. 
 6. The U.S. Borrower hereby covenants and agrees, so long as the Amendment Effective Date occurs, to pay to each Lender which has executed and delivered to the Administrative Agent (or its designee) a counterpart
hereof by 5:00 P.M. (New York time) on May 10, 2007 a non-refundable cash amendment fee equal to 0.05% of its (A) outstanding principal of Term Loans and (B) Revolving Loan Commitments, in each case as determined on the Amendment
Effective Date, which fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute relating to any other matter and shall be paid by the U.S. Borrower to the Administrative Agent for distribution to such
Lenders within one Business Day after the Amendment Effective Date. 
 7. This Amendment is limited as specified and shall not constitute a
modification, acceptance or amendment of any other provision of the Credit Agreement or any other Credit Document. 
 *        *        * 
  

 -4- 








 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written. 
  

			
	BWAY HOLDING COMPANY
		
	By:	 	 /s/ Jeffrey M. O’Connell

	Name:	 	
	Title:	 	
	
	BWAY CORPORATION
		
	By:	 	 /s/ Jeffrey M. O’Connell

	Name:	 	
	Title:	 	
	
	ICL INDUSTRIAL CONTAINERS ULC
		
	By:	 	 /s/ Jeffrey M. O’Connell

	Name:	 	
	Title:	 	
	
	ARMSTRONG CONTAINERS, INC.
		
	By:	 	 /s/ Jeffrey M. O’Connell

	Name:	 	
	Title:	 	
	
	SC PLASTICS, LLC
		
	By:	 	 /s/ Jeffrey M. O’Connell

	Name:	 	
	Title:	 	
	
	NORTH AMERICA PACKAGING CORPORATION
		
	By:	 	 /s/ Jeffrey M. O’Connell

	Name:	 	
	Title:	 	










			
	NORTH AMERICA PACKAGING OF PUERTO RICO, INC.
		
	By:	 	 /s/ Jeffrey M. O’Connell

	Name:	 	
	Title:	 	
	
	BWAY-KILBOURN, INC.
		
	By:	 	 /s/ Jeffrey M. O’Connell

	Name:	 	
	Title:	 	
	
	VULCAN CONTAINERS ULC
		
	By:	 	 /s/ Jeffrey M. O’Connell

	Name:	 	
	Title:	 	










			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS
 Individually, as Administrative Agent

		
	 By:
	 	 /s/ Evelyn Thierry

	 Name:
	 	 Evelyn Thierry

	 Title:
	 	 Vice President

		
	 By:
	 	 /s/ Enrique Landaeta

	 Name:
	 	 Enrique Landaeta

	 Title:
	 	 Vice President











			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	AIB Debt Management Limited
		
	By:	 	 /s/ Joseph Augustini

	Name:	 	Joseph Augustini
	Title:	 	 Senior Vice President
 Investment Advisor
to
 AIB Debt Management, Limited

		
	By:	 	 /s/ Roisin O’Connell

	Name:	 	Roisin O’Connell
	Title:	 	 Vice President
 Investment Advisor to
 AIB Debt Management, Limited











			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 Baker Street CLO II Ltd.

		
	By:	 	 /s/ Ian M. Burt

	Name:	 	 as Collateral Manager
 Ian M.
Burt

	Title:	 	 Managing Director
 SunTrust Capital Markets,
Inc.











			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 Bank of America, N.A.

		
	By:	 	 /s/ Kirsten Carver

	Name:	 	Kirsten Carver
	Title:	 	Vice President










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	CIFC Funding-1B, Ltd.
	 CIFC Funding 2006-II, Ltd.

		
	By:	 	 /s/ Elizabeth Chow

	Name:	 	Elizabeth Chow
	Title:	 	Head of Underwriting










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 The CIT Group / Equipment Financing, Inc.

		
	By:	 	 /s/ Terence Sullivan

	Name:	 	Terence Sullivan
	Title:	 	Managing Director










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	Commonwealth of Pennsylvania
	 State Employees Retirement System

		
	By:	 	 /s/ Beth Semmel

	Name:	 	Beth Semmel
	Title:	 	Managing Director










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	 DEUTSCHE BANK AG, CANADA BRANCH

		
	By:	 	 /s/ Robert A. Johnston

	Name:	 	Robert A. Johnston
	Title:	 	Vice President
	
	 /s/ Marcellus Leung

	Name:	 	Marcellus Leung
	Title:	 	Assistant Vice President










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 DEUTSCHE BANK AG NEW YORK BRANCH

		
	By:	 	DB Services New Jersey, Inc.
		
	By:	 	 /s/ Edward Schaffer

	Name:	 	Edward Schaffer
	Title:	 	Vice President
		
	By:	 	 /s/ Angeline Quintana

	Name:	 	Angeline Quintana
	Title:	 	Assistant Vice President










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 DEUTSCHE BANK TRUST COMPANY AMERICAS

		
	By:	 	DB Services New Jersey, Inc.
		
	By:	 	 /s/ Edward Schaffer

	Name:	 	Edward Schaffer
	Title:	 	Vice President
		
	By:	 	 /s/ Angeline Quintana

	Name:	 	Angeline Quintana
	Title:	 	Assistant Vice President










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 Erste Bank Der Oesterreichischen Sparkassen AG

		
	By:	 	 /s/ Brandon Meyerson

	Name:	 	Brandon Meyerson
	Title:	 	Director
	
	 /s/ Bryan J. Lynch

	Name:	 	Bryan J. Lynch
	Title:	 	 Managing Director
 Erste Bank Der Oesterreichischen Sparkassen AG











			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	Fidelity Advisor Series II:
	 Fidelity Advisor Floating Rate High Income Fund

		
	By:	 	 /s/ Peter L. Lydecker

	Name:	 	Peter L. Lydecker
	Title:	 	Assistant Treasurer










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 Fidelity Central Investment Portfolios LLC:
Fidelity Floating Rate Central Investment Portfolio

		
	By:	 	 /s/ Peter L. Lydecker

	Name:	 	Peter L. Lydecker
	Title:	 	Assistant Treasurer










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	 THE FOOTHILL GROUP, INC.:

		
	By:	 	 /s/ Sean Dixon

	Name:	 	Sean Dixon
	Title:	 	S.V.P.










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 FRANKLIN CLO II, LIMITED

		
	By:	 	 /s/ David Ardini

	Name:	 	DAVID ARDINI
	Title:	 	VICE PRESIDENT










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 FRANKLIN FLOATING RATE DAILY ACCESS FUND

	
	 FRANKLIN FLOATING RATE MASTER SERIES

		
	By:	 	 /s/ Richard Hsu

	Name:	 	RICHARD HSU
	Title:	 	VICE PRESIDENT










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 FRANKLIN CLO V, LIMITED

		
	By:	 	 /s/ David Ardini

	Name:	 	DAVID ARDINI
	Title:	 	VICE PRESIDENT










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 Galaxy VII CLO, LTD.
 By: AIG Global
Investment Corp.

	As Collateral Manager
		
	By:	 	 /s/ W. Jeffrey Baxter

	Name:	 	W. Jeffrey Baxter
	Title:	 	Managing Director










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 Galaxy V CLO, Ltd.
 By: AIG Global
Investment Corp.,

	Its Collateral Manager
		
	By:	 	 /s/ W. Jeffrey Baxter

	Name:	 	W. Jeffrey Baxter
	Title:	 	Managing Director










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 Galaxy IV CLO, Ltd.
 By: AIG Global
Investment Corp.,

	Its Collateral Manager
		
	By:	 	 /s/ W. Jeffrey Baxter

	Name:	 	W. Jeffrey Baxter
	Title:	 	Managing Director










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	 General Electric Capital Corporation:

		
	By:	 	 /s/ Marty J. Mahoney

	Name:	 	Marty J. Mahoney
	Title:	 	Duly Authorized Signatory










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	GSCP (NJ), L.P., on behalf of each of the following funds, in its capacity as Collateral Manager:
	
	GSC PARTNERS CDO FUND VIII, LIMITED
	GSC PARTNERS CDO FUND IX, LIMITED
		
	By:	 	 /s/ Thomas Inglesby

	Name:	 	Thomas Inglesby
	Title:	 	Authorized Signatory










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 Halcyon Loan Investors CLO I, LTD.

		
	By:	 	 /s/ James W. Sykes

	Name:	 	James W. Sykes
	Title:	 	Managing Principal










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 Rowayton Loan Funding Company

		
	By:	 	 /s/ James W. Sykes

	Name:	 	James W. Sykes
	Title:	 	Managing Principal










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	Halcyon Structured Asset Management
	CLO I LTD.
		
	By:	 	 /s/ James W. Sykes

	Name:	 	James W. Sykes
	Title:	 	Managing Principal










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	Israel Discount Bank of New York:
		
	By:	 	 /s/ Walter T. Duffy, III

	Name:	 	Walter T. Duffy, III
	Title:	 	First Vice President
		
	By:	 	 /s/ Howard Weinberg

	Name:	 	Howard Weinberg
	Title:	 	Senior Vice President I










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 KINGSLAND I, LTD.
 By: Kingsland Capital
Management, LLC, as Manager

		
	By:	 	 /s/ Vincent Siino

	Name:	 	Vincent Siino
	Title:	 	 AUTHORIZED OFFICER
 KINGSLAND CAPITAL MANAGEMENT, LLC
 AS MANAGER











			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 KINGSLAND II, LTD.
 By: Kingsland Capital
Management, LLC, as Manager

		
	By:	 	 /s/ Vincent Siino

	Name:	 	Vincent Siino
	Title:	 	 AUTHORIZED OFFICER
 KINGSLAND CAPITAL MANAGEMENT, LLC
AS MANAGER











			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 KINGSLAND III, LTD.
 By: Kingsland Capital
Management, LLC, as Manager

		
	By:	 	 /s/ Vincent Siino

	Name:	 	Vincent Siino
	Title:	 	 AUTHORIZED OFFICER
 KINGSLAND CAPITAL MANAGEMENT, LLC
AS MANAGER











			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 LaSalle Bank National Association

		
	By:	 	 /s/ Zennie W. Lynch

	Name:	 	Zennie W. Lynch
	Title:	 	First Vice President










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	LaSalle Commercial Lending, A division of ABN AMRO Bank N.V.
		
	By:	 	 /s/ Nazmin Adatia

	Name:	 	Nazmin Adatia
	Title:	 	Vice President
		
	By:	 	 /s/ H. Bayu Budiatmanto

	Name:	 	H. Bayu Budiatmanto
	Title:	 	Vice President










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 IXIS Loomis Sayles Senior Loan Fund

		
	By:	 	 Please See Following Page

	Name:	 	
	Title:	 	










			
	IXIS LOOMIS SAYLES SENIOR LOAN FUND
	 By Loomis, Sayles and Company, L.P.
 its manager

	 By Loomis, Sayles and Company, Inc.
 its general partner

		
	By:	 	 /s/ Kevin J Perry

	Name:	 	Kevin J Perry
	Title:	 	Vice President










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 The Loomis Sayles Senior Loan Fund II LLC

		
	By:	 	 Please See Following Page

	Name:	 	
	Title:	 	










			
	THE LOOMIS SAYLES SENIOR LOAN FUND II LLC
	By: Loomis, Sayles & Company, L.P., Its Managing Member
	By: Loomis, Sayles & Company, Inc., Its General Partner
		
	By:	 	 /s/ Kevin J. Perry

	Name:	 	Kevin J. Perry
	Title:	 	Vice President










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 Mizuho Corporate Bank, Ltd.

		
	By:	 	 /s/ James R. Fayen

	Name:	 	James R. Fayen
	Title:	 	Deputy General Manager










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	 North Fork Business Capital Corp.

		
	By:	 	 /s/ Ronald D. Walker

	Name:	 	Ronald D. Walker
	Title:	 	Vice President










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION: The Sumitomo Trust and Banking Co., Ltd., New York Branch
		
	By:	 	 /s/ Elizabeth A. Quirk

	Name:	 	Elizabeth A. Quirk
	Title:	 	Vice President










			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 10, 2007, AMONG BWAY HOLDING COMPANY, BWAY CORPORATION, ICL INDUSTRIAL CONTAINERS ULC, THE VARIOUS LENDERS
PARTY THERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	TRS GSC Credit Stragegies LLC
	
	By: Deutsche Bank AG Cayman Islands Branch, its sole member
	
	
	 By:
	 	DB Services New Jersey Inc.
		
	By:	 	 /s/ Angeline Quintana

	Name:	 	Angeline Quintana
	Title:	 	Assistant Vice President
		 	
	By:	 	 /s/ Deirdre Whorton

	Name:	 	Deirdre Whorton
	Title:	 	Assistant Vice President