Exhibit 4.5
FORM OF JOINDER
AGREEMENT
JOINDER AGREEMENT, dated as of [
], 20[__], by and among BWAY Holding Company, a Delaware
corporation (the “ Company ”) and [
] (the “ Joining Party ”).
WHEREAS, the Joining Party is
entitled to exercise [
] to receive or acquire [
] shares of common stock, par value $0.01 per share, of the Company
(the “ Common Stock ”) and the execution
of this Joinder Agreement is a condition to such
exercise;
WHEREAS, the Company, Kelso
Investment Associates VI, L.P., a Delaware limited partnership, KEP
VI, LLC, a Delaware limited liability company, Magnetite Asset
Investors III L.L.C., a Delaware limited liability company, Warren
J. Hayford, Marylou Hayford, Jean-Pierre Ergas, Thomas N. Eagleson,
Kevin C. Kern, Jeffrey M. O’Connell and Kenneth M. Roessler
entered into a Registration Rights Agreement, dated as of
February 7, 2003 (as such agreement may hereafter be amended
pursuant to the terms thereof, the “ Registration
Rights Agreement ”), a copy of which as in effect on
the date hereof is attached as Exhibit A .
NOW, THEREFORE, in consideration of
the foregoing and the agreements set forth below, the parties
hereto agree as follows:
1.
Agreement by the Joining Party . The Joining Party
acknowledges receipt of, and having read, a copy of the
Registration Rights Agreement. The Joining Party hereby accepts and
agrees to be bound by, and further covenants and agrees that he or
she will comply with, all of the terms and conditions of the
Registration Rights Agreement (as each may be amended from time to
time), as if he or she
