2.01
Commitments SCHEDULE 8.12
Real Property SCHEDULE 8.14
Subsidiaries
SCHEDULE 8.19
Labor Matters SCHEDULE 8.21
Legal Names; Types of
Organization (and Whether Registered Organization); Jurisdiction of
Organization, etc. SCHEDULE 9.13
Post-Closing Actions SCHEDULE 9.17
Deposit Accounts SCHEDULE 10.01(iii)
Existing Liens SCHEDULE 10.04(vii)
Existing Indebtedness SCHEDULE 10.05(iii)
Existing Investments
SCHEDULE 10.06(x)
Affiliate Transactions EXHIBIT A-1
Form of Notice of
Borrowing EXHIBIT A-2
Form of Notice of Conversion/Continuation EXHIBIT B-1
Form of Revolving Note EXHIBIT B-2
Form of Swingline Note EXHIBIT C
Form of U.S. Tax Compliance Certificate EXHIBIT D
[Reserved] EXHIBIT E
Form of Officers' Certificate EXHIBIT F
Form of Pledge Agreement EXHIBIT G
Form of Security Agreement EXHIBIT H
Form of Subsidiaries Guaranty EXHIBIT I
Form of Solvency Certificate EXHIBIT J
Form of Compliance Certificate
EXHIBIT K
Form of Assignment and Assumption Agreement EXHIBIT L
[Reserved]
EXHIBIT M
Form of Intercreditor Agreement
THIS CREDIT AGREEMENT, dated as of November 5, 2012, among BWAY INTERMEDIATE
COMPANY, INC. ("Holdings"), BWAY HOLDING COMPANY ("BWAY Holding" or the "Lead
Borrower") and each of the other Borrowers (as hereinafter defined), the Lenders
party hereto from time to time, BANK OF AMERICA, N.A., as the Administrative
Agent (in such capacity the "Administrative Agent") and Collateral Agent (in
such capacity, the "Collateral Agent"), Deutsche Bank Trust Companies America,
as the Co-Collateral Agent (in such capacity the "Co-Collateral Agent"),
DEUTSCHE BANK SECURITIES INC., as Syndication Agent (in such capacity the
"Syndication Agent"), GOLDMAN SACHS BANK USA, as Documentation Agent (in such
capacity the "Documentation Agent"), MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers (in such
capacity, the "Joint Lead Arrangers"). All capitalized terms used herein and
defined in Section 1 are used herein as therein defined.
W I T N E S S E T H:
WHEREAS, pursuant to the Agreement and Plan of Merger dated as of October 2,
2012 (including all schedules and exhibits thereto, the "Merger Agreement")
among BWAY Parent, BOE Holding Company and Merger Sub, Merger Sub will merge
with and into BWAY Parent, with BWAY Parent as the surviving corporation of such
of such merger.
WHEREAS, on the Closing Date, Holdings, the Lead Borrower and the other
Borrowers party thereto will enter into the Term Loan Credit Agreement and on
the Closing Date, the Lead Borrower will use the proceeds of borrowings
thereunder to fund a portion of the Transaction.
WHEREAS, (a) the Borrowers have requested that the Lenders extend credit in the
form of Revolving Loans in an aggregate principal amount at any time outstanding
not to exceed $150,000,000, (b) the Borrowers have requested that the Issuing
Bank issue Letters of Credit in an aggregate stated amount at any time
outstanding not to exceed $30,000,000 and (c) the Borrowers have requested the
Swingline Lender to extend credit in the form of Swingline Loans in an aggregate
principal amount at any time outstanding not to exceed $20,000,000.
NOW THEREFORE, the Lenders are willing to extend such credit to the Borrowers,
the Swingline Lender is