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
EXHIBIT A-1
Notice of Borrowing
EXHIBIT A-2
Notice of Conversion/Continuation
EXHIBIT B-1
B Term Note
EXHIBIT B-2
Revolving Note
EXHIBIT B-3
Swingline 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 F
Officers' Certificate
EXHIBIT G
Pledge Agreement
EXHIBIT H
Security Agreement
EXHIBIT I
Subsidiaries Guaranty
EXHIBIT J
Solvency Certificate
EXHIBIT K
Compliance Certificate
EXHIBIT L
Assignment and Assumption Agreement
(v)
CREDIT AGREEMENT, dated as of July 7, 2004, among BCO HOLDING COMPANY, a
Delaware corporation ("Holdings"), BWAY CORPORATION, a Delaware corporation (the
"Borrower"), the Lenders party hereto from time to time, DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Administrative Agent (in such capacity, the "Administrative
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 Borrower 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 terms and conditions set forth
herein, each Lender with a B Term Loan Commitment severally agrees to make a
term loan or term loans (each, a "B Term Loan" and, collectively, the "B Term
Loans") to the Borrower, which B Term Loans (i) shall be incurred pursuant to a
single drawing on the Initial Borrowing Date, (ii) shall be denominated in
Dollars, (iii) except as hereinafter provided, shall, at the option of the
Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans
or Eurodollar Loans, provided that (A) except as otherwise specifically provided
in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all
times be of the same Type, and (B) unless the Administrative Agent otherwise
agrees in its sole discretion or has reasonably determined that the Syndication
Date has occurred (at which time this clause (B) shall no longer be applicable),
prior to the 90th day following the Initial Borrowing Date, B Term Loans may be
incurred and maintained as, and/or converted into, Eurodollar Loans only so long
as all such outstanding Eurodollar Loans, together with all outstanding
Revolving Loans that are maintained as Eurodollar