Equity Interests in Persons Not
Organized in Qualified Jurisdictions
175
13.20
Powers of Attorney; etc.
176
13.21
Waiver of Sovereign Immunity
176
13.22
Judgment Currency
177
13.23
Absence of Financial Assistance by Canadian Borrower
177
13.24
INTERCREDITOR AGREEMENT
178
Section 14.
Credit Agreement Party Guaranty
178
14.01
The Guaranty
178
14.02
Bankruptcy
179
14.03
Nature of Liability
179
14.04
Independent Obligation
179
14.05
Authorization
180
14.06
Reliance
181
14.07
Subordination
181
14.08
Waiver
181
14.09
Maximum Liability
182
14.10
Payments
182
SCHEDULE I
Commitments
SCHEDULE II
Lender Addresses
SCHEDULE III
Existing Letters of Credit
SCHEDULE IV
Real Property
SCHEDULE V
Certain Disclosed Liabilities, etc.
SCHEDULE VI
Plans
SCHEDULE VII
Existing Other Indebtedness
SCHEDULE VIII
Subsidiaries
SCHEDULE IX
Insurance
SCHEDULE X
Legal Names; Types of Organization (and whether
Registered Organization); Jurisdiction of Organization, etc. SCHEDULE XI
Existing Liens
SCHEDULE XII
Existing Investments
SCHEDULE XIII
Provisions Relating to Bankers' Acceptance Loans
EXHIBIT A-1
Notice of
Borrowing
EXHIBIT A-2
Notice of Conversion/Continuation
(x)
EXHIBIT B-1
B Term Note
EXHIBIT B-2
C Term Note
EXHIBIT B-3
U.S.
Borrower Revolving Note
EXHIBIT B-4
Canadian Borrower Revolving Note
EXHIBIT B-5
Swingline Note
EXHIBIT B-6
Incremental Term Note
EXHIBIT C
Letter of Credit Request
EXHIBIT D
Section 4.04(b)(ii) Certificate
EXHIBIT E-1
Opinion of Debevoise & Plimpton LLP
EXHIBIT E-2
Opinion of
Richards, Layton & Finger
EXHIBIT E-3
Opinion of Morris, Manning & Martin,
LLP
EXHIBIT E-4
Opinion of Torys LLP
EXHIBIT F
Officers' Certificate
EXHIBIT G
Pledge Agreement
EXHIBIT H-1
U.S. Security Agreement
EXHIBIT
H-2
Canadian Security Agreement
EXHIBIT I-1
U.S. Subsidiaries Guaranty
EXHIBIT I-2
Canadian Subsidiaries Guaranty
EXHIBIT J
Solvency
Certificate
EXHIBIT K
Compliance Certificate
EXHIBIT L
Assignment and
Assumption Agreement
EXHIBIT M
Incremental Term Loan Commitment Agreement
EXHIBIT N
Incremental RL Commitment Agreement
EXHIBIT O
Intercreditor
Agreement
(xi)
CREDIT AGREEMENT, dated as of July 17, 2006, among BCO HOLDING COMPANY, a
Delaware corporation ("Holdings"), BWAY CORPORATION, a Delaware corporation (the
"U.S. Borrower"), ICL Industrial Containers 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, LASALLE
BANK, N.A., as Documentation Agent, DEUTSCHE BANK SECURITIES INC. and J.P.
MORGAN SECURITIES INC., as Joint Lead Arrangers (in such capacity, the "Joint
Lead Arrangers"). All capitalized terms used herein and defined in Section 11
are used herein as therein defined.
W I T N E S S E T H :
WHEREAS, this Agreement and the other Credit Documents are being entered into,
among other purposes, to effect a refinancing and/or replacement of all of the
Indebtedness under and in respect of the Existing Credit Agreement; and
WHEREAS, subject to and upon the terms and conditions set forth herein, the
Lenders are willing to make available to the Borrowers the respective credit
facilities provided for herein;
NOW, THEREFORE, IT IS AGREED:
Section 1. Amount and Terms of Credit.
1.01 The Commitments. (a) Subject to and upon the