Schedule 13d

Filed by: VALUEACT SMALLCAP MASTER FUND, L.P.
Subject Company: BWAY HOLDINGS CO
Filed as of Date: 09/01/2009
View Original Filing on Edgar's
Exhibit 1

JOINT FILING UNDERTAKING

The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the Common Stock of BWAY Holding Company is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended.


 
VALUEACT SMALLCAP MASTER FUND, L.P. by VA SMALLCAP PARTNERS, LLC, its General Partner
     
 
By:
/s/ David Lockwood
Dated:  September 1, 2009
  
David Lockwood, Managing Member
     
     
 
VA SMALLCAP PARTNERS, LLC
     
 
By:
/s/ David Lockwood
Dated:  September 1, 2009
  
David Lockwood, Managing Member
     
     
 
VALUEACT SMALLCAP MANAGEMENT, L.P. by VALUEACT SMALLCAP MANAGEMENT, LLC, its General Partner
     
 
By:
/s/ David Lockwood
Dated:  September 1, 2009
  
David Lockwood, Managing Member
     
     
 
VALUEACT SMALLCAP MANAGEMENT, LLC
     
 
By:
/s/ David Lockwood
Dated:  September 1, 2009
  
David Lockwood, Managing Member
     
     
 
By:
/s/ David Lockwood
Dated:  September 1, 2009
  
David Lockwood, Managing Member