190
13.07
Calculations; Computations
191
13.08
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL
193
13.09
Counterparts
194
13.10
Effectiveness
194
13.11
Headings Descriptive
194
iv
13.12
Amendment or Waiver; etc.
195
13.13
Survival
198
13.14
Domicile of Loans
198
13.15
Register
198
13.16
Confidentiality
199
13.17
USA Patriot Act Notice
199
13.18
Designation as "Designated Senior Debt"
199
13.19
Special Provisions Regarding Pledges of Equity Interests in Persons Not
Organized in Qualified Jurisdictions
200
13.20
Powers of Attorney; etc.
200
13.21
Waiver of Sovereign Immunity
201
13.22
Judgment Currency
201
13.23
Absence of Financial Assistance by Canadian Borrower
202
13.24
Effectiveness of Merger
202
13.25
INTERCREDITOR AGREEMENT
202
13.26
Absence of Fiduciary Relationship
203
Section 14.
Credit Agreement Party Guaranty
203
14.01
The Guaranty
203
14.02
Bankruptcy
203
14.03
Nature of Liability
204
14.04
Independent Obligation
204
14.05
Authorization
204
14.06
Reliance
205
14.07
Subordination
205
14.08
Waiver
206
14.09
Maximum Liability
206
14.10
Payments
206
SCHEDULE 1.01
Unrestricted Subsidiaries SCHEDULE 2.01
Commitments SCHEDULE
2.17
Provisions Relating to Bankers' Acceptance Loans SCHEDULE 2.19(a)
Reverse Dutch Auction Procedures SCHEDULE 3.01(a)
Existing Letters of Credit
SCHEDULE 8.12
Real Property SCHEDULE 8.14
Subsidiaries SCHEDULE 8.19
Labor Matters SCHEDULE 8.21
Existing Other Indebtedness SCHEDULE 8.22
Insurance SCHEDULE 8.25
Legal Names; Types of Organization (and whether
Registered Organization); Jurisdiction of Organization, etc. SCHEDULE 10.01(iii)
Existing Liens SCHEDULE 10.05(iii)
Existing Investments SCHEDULE 10.06(x)
Affiliate Transactions SCHEDULE 13.03
Lender Addresses
v
EXHIBIT A-1
Notice of Borrowing EXHIBIT A-2
Notice of
Conversion/Continuation 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 5.04(b)(ii)
Certificate EXHIBIT E-1
Opinion of Kirkland & Ellis LLP EXHIBIT E-2
Opinion of Goodmans 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 Guarantee 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
vi
CREDIT AGREEMENT, dated as of June 16, 2010, among PICASSO INTERMEDIATE COMPANY,
INC., a Delaware corporation (which immediately following the Initial Borrowing
Date will be renamed BWAY INTERMEDIATE COMPANY, INC.) ("Holdings"), PICASSO
MERGER SUB, INC., a Delaware corporation (the "Merger Sub"), which, on the
Initial Borrowing Date, will merge into, and be survived by, BWAY Holding
Company, a Delaware corporation ("BWAY Holding"), with the surviving corporation
the "U.S. Borrower" hereunder, ICL INDUSTRIAL CONTAINERS ULC/ICL, CONTENANTS
INDUSTRIELS 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, BARCLAYS CAPITAL, the investment
banking division of BARCLAYS BANK PLC, as Documentation Agent, DEUTSCHE BANK
SECURITIES INC., BANC OF