EXHIBIT 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
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SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of May
23, 2006, among SILGAN HOLDINGS INC., a Delaware corporation ("Silgan"), SILGAN
CONTAINERS CORPORATION, a Delaware corporation ("Containers"), SILGAN PLASTICS
CORPORATION, a Delaware corporation ("Plastics"), SILGAN CONTAINERS
MANUFACTURING CORPORATION, a Delaware corporation ("Manufacturing"), SILGAN CAN
COMPANY, a Delaware corporation ("CanCo"), SILGAN PLASTICS CANADA INC., an
Ontario corporation ("Silgan Plastics Canada"), 827599 ONTARIO INC., an Ontario
corporation ("Canadian Holdco" and, together with Silgan, Containers, Plastics,
Manufacturing, CanCo and Silgan Plastics Canada, the "Borrowers," and each
individually, a "Borrower"), the lenders from time to time party to the Credit
Agreement referred to below (each a "Lender" and, collectively, the "Lenders"),
and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity,
the "Administrative Agent"), and acknowledged and agreed to by each of the other
Credit Parties. Unless otherwise defined herein (including those capitalized
terms defined in Section A.31 of this Amendment), all capitalized terms used
herein and defined in the Credit Agreement referred to below are used herein as
therein defined.
W I T N E S S E T H :
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WHEREAS, the Borrowers, the Lenders, the Administrative Agent, the
Co-Syndication Agents and the Co-Documentation Agents have entered into a Credit
Agreement, dated as of June 30, 2005 (as amended, modified and supplemented
through, but not including, the date hereof, the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions set forth herein, the parties
hereto wish to amend certain provisions of the Credit Agreement as provided
herein;
NOW, THEREFORE, it is agreed;
A. Amendments to the Credit Agreement
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1. Section 1.14(a) of the Credit Agreement is hereby amended by (i)
deleting the text "provided, however, such aggregate amount may be increased by
the Dollar Equivalent of Cdn. $45,000,000 (as determined at the time that the
Canadian Incremental Term Loan Commitments are obtained) to the extent that the
Canadian Incremental Term Loans to be incurred pursuant to said Commitments are
fully funded on or prior to December 31, 2005," appearing at the end of clause
(v) of the proviso to said Section and inserting the following text in lieu
thereof:
"provided, however, such aggregate amount may be increased by the
sum of (I) the Dollar Equivalent of Cdn. $45,000,000 (as
determined at the time that the Canadian Incremental Term Loan
Commitments are obtained) to the extent that the Canadian
Incremental Term Loans to be incurred pursuant to said
Commitments are fully funded on or prior to December 31, 2005
plus (II) up to the Dollar Equivalent of EUR 200,000,000 (as
determined at the time that the Incremental Term Loan Commitments
in respect of the Foreign White Cap Incremental Term Loans are
obtained) to the extent that the Foreign White Cap Incremental
Term Loans to be incurred pursuant to said Commitments are fully
funded on or prior to July 31, 2006,"
and (ii) deleting the text "except for the Canadian Incremental Term Loans
incurred pursuant to the Canadian Incremental Term Loan Commitment Agreement,"
appearing at the beginning of clause (vii) of the proviso to said Section and
inserting the following text in lieu thereof:
"except for the Canadian Incremental Term Loans incurred pursuant
to the Canadian Incremental Term Loan Commitment Agreement and
the Foreign White Cap Incremental Term Loans incurred pursuant to
the Foreign White Cap Incremental Term Loan Commitment
Agreement,".
2. Section 1.15(a) of the Credit Agreement is hereby amended by deleting
the text "provided, however, such aggregate amount may be increased by the
Dollar Equivalent of Cdn. $45,000,000 (as determined at the time that the
Canadian Incremental Term Loan Commitments are obtained) to the extent that the
Canadian Incremental Term Loans to be incurred pursuant to said Commitments are
fully funded on or prior to December 31, 2005," appearing at the end of clause
(iv) of the proviso to said Section and inserting the following text in lieu
thereof:
"provided, however, such aggregate amount may be increased by the
sum of (I) the Dollar Equivalent of Cdn. $45,000,000 (as
determined at the time that the Canadian Incremental Term Loan
Commitments are obtained) to the extent that the Canadian
Incremental Term Loans to be incurred pursuant to said
Commitments are fully funded on or prior to December 31, 2005
plus (II) up to the Dollar Equivalent of EUR 200,000,000 (as
determined at the time that the Incremental Term Loan Commitments
in respect of the Foreign White Cap Incremental Term Loans are
obtained) to the extent that the Foreign White Cap Incremental
Term Loans to be incurred pursuant to said Commitments are fully
funded on or prior to July 31, 2006,".
3. Section 4.02(h) of the Credit Agreement is hereby amended by deleting
the text "Effective Date" appearing in sub-clause (i) of said Section and
inserting the text "Second Amendment Effective Date" in lieu thereof.
4. Section 5.04(a) of the Credit Agreement is hereby amended by deleting
the introductory clause thereof and inserting the following new introductory
clause in lieu thereof:
"(a) At any time that Silgan desires to become, or desires that
an additional Wholly-Owned Domestic Subsidiary of Silgan become,
a Revolving Borrower hereunder, such Revolving Borrower shall
satisfy the following conditions at the time it becomes a
Revolving Borrower:".
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5. Clause (vi) of Section 5.04(b) of the Credit Agreement is hereby amended
by (i) inserting the text "(x)" immediately after the text "provided, however,"
appearing therein and (ii) inserting the following new text at the end of said
clause (vi):
"and (y) notwithstanding anything to the contrary contained above
in this clause (vi), to the extent that Silgan desires that a
Foreign White Cap Subsidiary become a Foreign Revolving Borrower
or a Foreign Incremental Term Loan Borrower during the Foreign
White Cap Exclusion Period, no Foreign White Cap Credit Party (or
any Foreign White Cap Subsidiary that is required to become a
Foreign White Cap Credit Party) shall be required to pledge or
otherwise grant any Lien in any Excluded Foreign White Cap Assets
to secure the Obligations of any Foreign Credit Party".
6. The second sentence of Section 5.04(b) of the Credit Agreement is hereby
restated in its entirety as follows:
"Notwithstanding the foregoing, (i) no Wholly-Owned Subsidiary of
Silgan organized under the laws of Canada (or any province
thereof) may become a Foreign Borrower pursuant to this Section
5.04(b), except for each Canadian Revolving Borrower and the
Canadian Incremental Term Loan Borrower as contemplated by the
First Amendment, dated as of December 19, 2005, to this
Agreement, (ii) to the extent that Silgan International shall
become a Foreign Revolving Borrower pursuant to this Section
5.04(b), the only Foreign Subsidiaries of Silgan which shall be
required to provide a Related Foreign Company Guaranty in respect
of the Revolving Outstandings of Silgan International (and be
deemed a Related Foreign Company Guarantor in respect thereof)
shall be those Foreign Subsidiaries of Silgan organized under the
laws of the Netherlands for so long as the aggregate outstanding
principal amount of Loans incurred by Silgan International, when
combined with the aggregate Stated Amount of Letters of Credit
issued for the account of Silgan International, does not exceed
EUR 25,000,000 (or the Relevant Currency Equivalent thereof),
and if any time such amount is exceeded, all other Foreign
Subsidiaries of Silgan which would otherwise have been required
to provide a Related Foreign Company Guaranty pursuant to this
Section 5.04(b) shall promptly provide (and, in any event, within
60 days or such longer period as the Administrative Agent shall
in its discretion determine) such Related Foreign Company
Guaranty, and (iii) at any time that a Foreign Revolving Borrower
is designated pursuant to this Section 5.04(b), such Foreign
Revolving Borrower may limit the aggregate principal amount of
Loans otherwise permitted to be incurred by it under this
Agreement by setting forth such limit in the respective Election
to Become a Foreign Borrower (which limit may be modified by such
Foreign Revolving Borrower from time to time upon written notice
to the Administrative Agent)."
7. Section 6.10(a) of the Credit Agreement is hereby amended by inserting
the following proviso at the end of the second sentence thereof:
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"; provided, however, (x) except to the extent provided in
succeeding clause (y) of this proviso, all proceeds of the
Foreign White Cap Incremental Term Loans shall be used solely to
finance, in part, the Foreign White Cap Acquisition and to pay
the fees and expenses incurred in connection therewith and (y) to
the extent that any portion of the Foreign White Cap Acquisition
is structured as a delayed closing, the portion of the Foreign
White Cap Incremental Term Loans which otherwise would have been
initially incurred to finance the Foreign White Cap Acquisition,
if any, instead shall initially be used to prepay outstanding
Revolving Loans".
8. Section 7.09 of the Credit Agreement is hereby amended by inserting the
following new clause (f) at the end thereof:
"(f) Notwithstanding anything to the contrary contained in
this Section 7.09 or elsewhere in this Agreement (or in any other
Credit Document), (x) at all times during the Foreign White Cap
Exclusion Period, no Foreign White Cap Credit Party shall be
required to pledge or otherwise xxxxx x Xxxx in any Excluded
Foreign White Cap Assets to secure the Obligations of any Foreign
Credit Party, and (y) at all times from and after the end of the
Foreign White Cap Exclusion Period, each Foreign White Cap Credit
Party, within 60 days thereafter (or such later date as
determined in the sole discretion of the Administrative Agent),
shall grant such Liens and enter into such Additional Security
Documents with respect to all of the assets of such Foreign White
Cap Credit Party otherwise required to be pledged in accordance
with the terms of this Agreement without giving effect to
immediately preceding clause (x)."
9. Section 7 of the Credit Agreement is hereby further amended by inserting
the following new Section 7.15 at the end thereof:
"Section 7.15 Silgan Brazil. No later than 30 days following
the earlier of (x) the date upon which Silgan determines that it
shall not consummate the acquisition of Amcor Brazil as part of
the Foreign White Cap Acquisition and (y) the date upon which the
management agreement relating to the management of Amcor Brazil
by Silgan Brazil terminates, to the extent that the acquisition
of Amcor Brazil has not been consummated by such date, Silgan
shall commence the process to dissolve, and shall thereafter
diligently pursue all necessary actions under all applicable laws
to cause the dissolution of, Silgan Brazil."
10. Section 8.01(xix) of the Credit Agreement is hereby restated in its
entirety as follows:
"(xix) Liens placed upon the assets of a Foreign Subsidiary
of Silgan to secure such Foreign Subsidiary's Indebtedness
incurred pursuant to Section 8.04(xviii); provided, however, to
the extent that such Foreign Subsidiary is a Foreign Credit
Party, the Collateral Agent shall retain (or, in the case of a
Foreign White Cap Credit Party during a Foreign White Cap
Exclusion Period, such Foreign White Cap Credit Party shall grant
to the Collateral Agent) a second Lien
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on such assets pursuant to intercreditor arrangements reasonably
acceptable to the Administrative Agent;".
11. Section 8.02(i) of the Credit Agreement is hereby amended by deleting
the text "inventory in the ordinary course of business" appearing in said
Section and inserting the text "inventory and Designated Capping Equipment, in
each case, in the ordinary course of business" in lieu thereof.
12. Section 8.02(viii) of the Credit Agreement is hereby amended by
deleting clause (B) of said Section in its entirety and inserting the following
new clause (B) in lieu thereof:
"(B) any Foreign Subsidiary of Silgan that is a Foreign Credit
Party may merge with and into any other Foreign Subsidiary of
Silgan that is a Foreign Credit Party (other than a merger
involving a Foreign White Cap Credit Party and a non-Foreign
White Cap Credit Party during a Foreign White Cap Exclusion
Period)".
13. Section 8.02(x) of the Credit Agreement is hereby amended by (i)
inserting the text "(or, in the case of the acquisition of Silgan Venezuela,
63%, and in the case of Silgan Philippines, 40%, in each case pursuant to the
terms and conditions of, and as part of, the Foreign White Cap Acquisition;
provided that any capital stock of Silgan Philippines held by Persons which are
not Subsidiaries of Silgan shall be held by citizens of the Philippines in
accordance with the applicable laws thereof)" immediately after the text "at
least 80%" appearing in said Section and (ii) inserting the text "(it being
understood that, for purposes of this clause (vi), all acquisitions consummated
pursuant to the Foreign White Cap Acquisition on the initial closing date
thereof, shall be deemed to constitute one acquisition)" at the end of
sub-clause (vi) appearing in said Section.
14. Section 8.02 of the Credit Agreement is hereby further amended by (i)
deleting the word "and" appearing at the end of clause (xv), (ii) deleting the
period appearing at the end of clause (xvi) and inserting a semi-colon in lieu
thereof and (iii) inserting the following new clauses (xvii)and (xviii)
immediately following clause (xvi) thereof:
"(xvii) (A) Foreign Subsidiaries of Silgan may sell, convey
or otherwise transfer spare equipment parts and inventory to
other Subsidiaries of Silgan (other than the Receivables
Subsidiary) for no more than the fair market value thereof (as
determined in good faith by Silgan or such Foreign Subsidiary),
and (B) Domestic Subsidiaries of Silgan may sell spare equipment
parts and inventory to Foreign Subsidiaries of Silgan at least at
the fair market value thereof (as determined in good faith by
Silgan or such Domestic Subsidiary) and for cash payable on
Silgan's customary trade terms for its customers; and
(xviii) (A) Foreign Subsidiaries of Silgan that are not
Foreign Credit Parties may sell equipment lines to other Foreign
Subsidiaries of Silgan that are not Foreign Credit Parties for at
least the book value thereof, and (B) without limiting the
provisions of preceding sub-clause (A), Subsidiaries of Silgan
may sell equipment lines to other Subsidiaries of Silgan (other
than the Receivables Subsidiary) in an aggregate amount not to
exceed $20,000,000 in any fiscal year
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of Silgan; provided that (i) any unused portion of such amount
for any fiscal year of Silgan may be carried forward and utilized
to make such sales in the immediately following fiscal year of
Silgan but not in any fiscal year of Silgan thereafter (it being
understood and agreed that any such sales made in such
immediately succeeding fiscal year shall be deemed to have first
utilized the unused amount carried forward from a preceding
fiscal year), (ii) all such sales by a Foreign Subsidiary of
Silgan to a Domestic Subsidiary of Silgan shall be for no more
than the fair market value thereof (as determined in good faith
by Silgan or such Foreign Subsidiary), and all such sales by a
Domestic Subsidiary of Silgan to a Foreign Subsidiary of Silgan
shall be for at least the fair market value thereof (as
determined in good faith by Silgan or such Domestic Subsidiary)
and, in each case, for cash payable at the time of the closing of
the respective sale and (iii) the Net Sale Proceeds therefrom, to
the extent that the respective sale constitutes an Asset Sale,
are applied and/or reinvested as (and to the extent) required by
Section 4.02(f)."
15. Section 8.03(ii) of the Credit Agreement is hereby amended by inserting
the text "a Default or an Event of Default exists and" immediately after the
text "at any time that" appearing in sub-clause (y) thereof.
16. Section 8.04(x) of the Credit Agreement is hereby restated in its
entirety as follows:
"(x) (A) unsecured senior Indebtedness of Silgan
("Additional Permitted Senior Indebtedness"), (B) unsecured
subordinated Indebtedness of Silgan ("Additional Permitted Silgan
Subordinated Indebtedness") and (C) unsecured subordinated
Indebtedness of Silgan International (which may be guaranteed on
an unsecured and subordinated basis by Silgan) up to an aggregate
principal amount not to exceed the Dollar Equivalent of
$150,000,000 ("Additional Permitted Silgan International
Subordinated Indebtedness" and, together with Additional
Permitted Silgan Subordinated Indebtedness, "Additional Permitted
Subordinated Indebtedness"; and the Additional Permitted
Subordinated Indebtedness, together with the Additional Permitted
Senior Indebtedness, collectively, "Additional Permitted
Indebtedness"), in each case the Net Debt Proceeds of which are
used solely (I) to finance a Permitted Acquisition (and to pay
the fees and expenses related thereto) and to refinance any
Indebtedness assumed as part of such Permitted Acquisition
(including to pay for all accrued and unpaid interest thereon,
any prepayment premium associated therewith and all costs and
expenses incurred in connection therewith), (II) to prepay
outstanding Canadian Revolving Loans, Revolving Loans and/or
Swingline Loans the proceeds of which were initially utilized to
finance a Permitted Acquisition (and to pay the fees and expenses
related thereto) and/or refinance Indebtedness assumed as part of
a Permitted Acquisition, in either case pending the incurrence or
issuance of such Additional Permitted Indebtedness, (III) to
repay outstanding Term Loans pursuant to Section 4.02(h) or (IV)
within 60 days after the incurrence thereof to Refinance (x) in
the case of any Additional Permitted Indebtedness incurred by
Silgan, other outstanding Additional Permitted
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Indebtedness theretofore incurred by Silgan or Silgan
International (including to pay for all accrued and unpaid
interest thereon, any prepayment premium associated therewith and
all costs and expenses incurred in connection therewith) and (y)
in the case of Additional Permitted Silgan International
Subordinated Indebtedness incurred by Silgan International,
outstanding Additional Permitted Silgan Subordinated Indebtedness
theretofore incurred by Silgan International (including to pay
for all accrued and unpaid interest thereon, any prepayment
premium associated therewith and all costs and expenses incurred
in connection therewith), in each case, pursuant to a Permitted
Debt Repurchase, so long as (i) no Default or Event of Default
then exists or would result therefrom, (ii) at least five
Business Days prior to the issuance of any such Additional
Permitted Indebtedness, Silgan shall have delivered to the
Administrative Agent a certificate of its chief financial officer
or treasurer detailing the intended use of the proceeds from such
Additional Permitted Indebtedness and setting forth (in
reasonable detail) the recalculation of the Interest Coverage
Ratio and the Total Leverage Ratio on a Pro Forma Basis for the
Test Period then most recently ended prior to the date of such
issuance for which financial statements have been delivered to
the Lenders under this Agreement, and such recalculation shall
show that Silgan would have been in compliance with Sections 8.08
and 8.09 as of the last day of such Test Period, (iii) all of the
terms and conditions of such Additional Permitted Indebtedness
(other than interest rates, but including, without limitation,
subordination provisions (but only in the case of Additional
Permitted Subordinated Indebtedness), covenants (other than the
restricted payments covenant, the debt incurrence covenant and
the lien covenant), events of default, remedies, amortizations
and maturities) are no less favorable in any material respect to
the Lenders (although the subordination provisions contained in
any such Additional Permitted Subordinated Indebtedness shall be
no less favorable in any respect to the Lenders) or materially
more restrictive on Silgan and its Subsidiaries than those terms
and conditions contained in the 6-3/4% Senior Subordinated
Debenture Documents, and (iv) in the case of Additional Permitted
Indebtedness the Net Debt Proceeds of which are to be used to
Refinance other then outstanding Additional Permitted
Indebtedness as permitted in this Section 8.04(x), until such
proceeds are so used to effect such Refinancing, such proceeds
are (x) applied to repay outstanding Canadian Revolving Loans,
Revolving Loans and/or Swingline Loans and/or (y) placed in a
cash collateral account established and maintained by, and
pursuant to arrangements satisfactory to, the Administrative
Agent;".
17. Section 8.04(xiii) of the Credit Agreement is hereby amended by
inserting the text "and Silgan International under any Additional Permitted
Silgan International Subordinated Indebtedness" immediately after the text "the
Receivables Subsidiary" appearing in the third parenthetical thereof.
18. Section 8.04(xviii) of the Credit Agreement is hereby restated in its
entirety as follows:
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"(xviii) Indebtedness of any Foreign Subsidiary of Silgan
(other than (x) Canadian Holdco or any of its Subsidiaries and
(y) any Foreign Revolving Borrower) under lines of credit
extended by third Persons to such Foreign Subsidiary the proceeds
of which Indebtedness are used for such Foreign Subsidiary's
working capital and Capital Expenditure purposes, provided that
the aggregate principal amount of all such Indebtedness incurred
pursuant to this clause (xviii) shall not exceed $125,000,000 at
any time outstanding; and".
19. Section 8.05(viii) of the Credit Agreement is hereby amended by
deleting the amount "$75,000,000" appearing therein and inserting the amount
"$125,000,000" in lieu thereof.
20. Section 8.05(ix) of the Credit Agreement is hereby amended by deleting
the text "; provided, however, no more than $50,000,000 of proceeds of Revolving
Loans and Swingline Loans in the aggregate may be used to make Investments
pursuant to this Section 8.05(ix)" appearing in clause (i) of said Section and
inserting the following new text in lieu thereof:
"; provided, however, no more than $50,000,000 of proceeds of
Revolving Loans and Swingline Loans in the aggregate may be used
to make Investments pursuant to this Section 8.05(ix), which
amount may be increased by up to the Dollar Equivalent of
EUR 65,000,000, less the Dollar Equivalent of the amount, if
any, by which the aggregate principal amount of the Foreign White
Cap Incremental Term Loans exceeds EUR 175,000,000, to the
extent that the proceeds of such additional Revolving Loans
and/or Swingline Loans are used to finance, in part, the Foreign
White Cap Acquisition and to pay the fees and expenses incurred
in connection therewith".
21. Section 8.05(x) of the Credit Agreement is hereby restated in its
entirety as follows:
"(x) (A) the US Credit Parties may make cash common equity
contributions to their respective Subsidiaries which also are US
Credit Parties, (B) the Foreign Credit Parties may make cash
common equity contributions to their respective Subsidiaries
which also are Foreign Credit Parties, (C) Subsidiaries of Silgan
that are not Credit Parties may make cash common equity
contributions to their respective Subsidiaries that are not
Credit Parties and (D) Wholly-Owned Foreign Subsidiaries of
Silgan may make cash common equity contributions to other
Wholly-Owned Foreign Subsidiaries of Silgan for the purpose of
enabling such Wholly-Owned Foreign Subsidiaries to consummate a
Permitted Acquisition (including to refinance any Indebtedness
assumed as part of such Permitted Acquisition);".
22. Section 8.06 of the Credit Agreement is hereby amended by (i) inserting
the text "Subsidiaries and" immediately before the text "Unrestricted
Subsidiaries" appearing in clause (iv) of said Section, (ii) deleting the word
"and" appearing at the end of clause (vi) of said Section, (iii) deleting the
period appearing at the end of clause (vii) of said Section and inserting a
semi-colon in lieu thereof, and (iv) inserting the following new clauses (viii)
and (ix) immediately after clause (vii) of said Section:
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"(viii) Wholly-Owned Foreign Subsidiaries of Silgan may
provide general corporate, administrative and/or management
services to other Foreign Subsidiaries of Silgan and may receive
compensation therefor; and
(ix) Silgan and its Wholly-Owned Domestic Subsidiaries may
enter into franchise agreements with Foreign Subsidiaries of
Silgan and may receive compensation therefor."
23. Section 8.10 of the Credit Agreement is hereby amended by inserting the
text "incurred by it or Silgan International, and Silgan International may
Refinance outstanding Additional Permitted Silgan International Subordinated
Indebtedness incurred by it, in either case" immediately after the text
"Additional Permitted Senior Indebtedness" appearing in the proviso to clause
(i) of the first sentence thereof.
24. Section 8.11 of the Credit Agreement is hereby amended by inserting the
text "subject to the limitations set forth in Sections 5.04(b) and 7.09(f),"
immediately before the text "in the case of any Foreign Subsidiary" appearing in
clause (iv) of said Section.
25. Section 8.14 of the Credit Agreement is hereby amended by inserting the
following new clause (d) at the end thereof:
"(d) Notwithstanding anything to the contrary contained in
this Agreement, until the consummation of the acquisition of
Amcor Brazil in accordance with the terms of the Foreign White
Cap Acquisition, (i) Silgan shall not permit Silgan Brazil to
engage in any business activities (including, but not limited to,
making acquisitions or Investments) other than engaging solely in
the business of managing Amcor Brazil, and (ii) Silgan shall not,
and shall not permit any of its Subsidiaries to, make any
Investments in Silgan Brazil other than de minimus Investments
not to exceed $50,000 in any fiscal year of Silgan (but only to
the extent otherwise permitted pursuant to Section 8.05) solely
to provide working capital to pay reasonable salaries and
expenses, in each case, in the ordinary course of business in
connection with the management of Amcor Brazil."
26. Section 9.05 of the Credit Agreement is hereby amended by inserting the
following text immediately before the text "; or" appearing therein:
"; provided, however, until the earliest of (x) the consummation
of the acquisition of Amcor Brazil, (y) a default in the due
performance or observance of any term, covenant or agreement
contained in Section 8.14(d), and (z) the commencement of any
legal proceeding against any other Subsidiary (or the property
thereof) of Silgan for the substantive consolidation (or
equivalent action) of such Subsidiary (or property thereof) with
Silgan Brazil or the Person which Silgan Brazil manages pursuant
to any proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or
hereafter in effect, Silgan Brazil shall not be considered a
Subsidiary of Silgan for purposes of this Section 9.05".
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27. The definition of "Asset Sale" appearing in Section 10.01 of the Credit
Agreement is hereby amended by deleting the text "Sections 8.02 (i), (ii), (iv)
and (v)" appearing therein and inserting the following text in lieu thereof:
"Sections 8.02 (i), (ii), (iv), (v), (xvii) and (xviii);
provided, however, all sales pursuant to Section 8.02(xviii)(B)
in excess of the first $50,000,000 of such sales shall be
considered Asset Sales under this Agreement even if such sales
are to Silgan or a Wholly-Owned Subsidiary of Silgan".
28. The definition of "Permitted Debt Repurchases" appearing in Section
10.01 of the Credit Agreement is hereby restated in its entirety as follows:
"Permitted Debt Repurchases" shall mean one or more open
market or privately negotiated transactions or voluntary
Refinancings pursuant to which (A) Silgan Refinances outstanding
6-3/4% Senior Subordinated Debentures, (B) Silgan Refinances any
Additional Permitted Indebtedness incurred by it or Silgan
International or (C) Silgan International Refinances any
Additional Permitted Silgan International Subordinated
Indebtedness incurred by it, in each case, so long as (i) at the
time of each such Refinancing, no Default or Event of Default
then exists or would result therefrom, (ii) except as provided in
the immediately succeeding sentence, at the time of each such
Refinancing and immediately after giving effect thereto, the
Total Leverage Ratio on a Pro Forma Basis for the Test Period
then most recently ended for which financial statements have been
delivered to the Lenders under this Agreement is less than
3.50:1.00, (iii) except as provided in the immediately succeeding
sentence, within five Business Days prior to the consummation of
any such Refinancing, Silgan shall deliver to the Administrative
Agent a certificate of its chief financial officer or treasurer
setting forth (in reasonable detail) the calculation of the Total
Leverage Ratio on a Pro Forma Basis for the Test Period then most
recently ended for which financial statements have been delivered
to the Lenders under this Agreement, and such calculation shall
show that the Total Leverage Ratio is less than 3.50:1.00, (iv)
except as provided in the immediately succeeding sentence, at the
time of each such Refinancing and immediately after giving effect
thereto, (x) at any time prior to the initial incurrence of any
Canadian Revolving Loan and at all times after any subsequent
incurrence of Canadian Revolving Loans, the sum of the Total
Unutilized Revolving Loan Commitment plus the Dollar Equivalent
of the Total Unutilized Canadian Revolving Loan Commitment shall
be at least $100,000,000 and (y) at any time after the initial
incurrence of any Canadian Revolving Loan, but prior to any
subsequent incurrence of Canadian Revolving Loans, the sum of the
Total Unutilized Revolving Loan Commitment plus the Dollar
Equivalent of the Total Unutilized Canadian Revolving Loan
Commitment plus the Dollar Equivalent of any outstanding Canadian
Revolving Loans shall be at least $100,000,000 and (v)
immediately following any such Refinancing, the 6-3/4% Senior
Subordinated Debentures or the Additional Permitted Indebtedness
so Refinanced are cancelled by Silgan or Silgan International, as
the case may be. Notwithstanding the foregoing, clauses (ii),
(iii) and (iv) above in this definition shall not apply to any
Refinancing of Additional Permitted Indebtedness so long
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as the only proceeds used to effect such Refinancing are from the
incurrence of Additional Permitted Indebtedness.
29. The definition of "Revolving Borrower" appearing in Section 10.01 of
the Credit Agreement is hereby restated in its entirety as follows:
"Revolving Borrower" shall mean each of (i) Containers,
Plastics, Manufacturing, CanCo and each Canadian Revolving
Borrower (but solely with respect to Canadian Revolving Loans)
and (ii) Silgan and any other Wholly-Owned Subsidiary of Silgan
(other than the Receivables Subsidiary) that in each case becomes
a Revolving Borrower pursuant to Section 5.04(a) and, to the
extent applicable, Section 5.04(b).
30. The definition of "Wholly-Owned Subsidiary" appearing in Section 10.01
of the Credit Agreement is hereby restated in its entirety as follows:
"Wholly-Owned Subsidiary" shall mean, as to any Person,
(i) any corporation 100% of whose capital stock (other than
directors' qualifying shares and/or other nominal amounts of
shares required to be held by local nationals under applicable
law) is at the time owned by such Person and/or one or more
Wholly-Owned Subsidiaries of such Person and (ii) any
partnership, association, joint venture, limited liability
company or other entity in which such Person and/or one or more
Wholly-Owned Subsidiaries of such Person has a 100% equity
interest at such time (other than nominal interests required to
be held by local nationals under applicable law); provided,
however, so long as Silgan owns directly or indirectly (through
one or more Wholly-Owned Subsidiaries) (x) at least 95% of the
total outstanding equity interests (on a fully diluted basis) of
each of Silgan Poland and Silgan Turkey and (y) upon the
consummation of the acquisition thereof, at least 99% of the
total outstanding equity interests (on fully diluted basis) of
Amcor Brazil, each of Silgan Poland and Silgan Turkey, and upon
the consummation of the acquisition thereof, Amcor Brazil shall
be deemed Wholly-Owned Subsidiaries of Silgan for all purposes
under this Agreement except for purposes of (A) Section 8.03(ii)
and (B) determining Consolidated Net Income.
31. Section 10.01 of the Credit Agreement is hereby further amended by
inserting the following new definitions in the appropriate alphabetical order:
"Additional Permitted Silgan Subordinated Indebtedness"
shall have the meaning provided in Section 8.04(x).
"Additional Permitted Silgan International Subordinated
Indebtedness" shall have the meaning provided in Section
8.04(x).
"Amcor Brazil" shall mean Amcor White Cap do Brasil
Ltda.
-11-
"Designated Capping Equipment" shall mean equipment
sold by Subsidiaries of Silgan to their respective
customers, which equipment is used to secure closures on to
containers in connection with such customers' business.
"Excluded Foreign White Cap Assets" shall mean, with
respect to any Foreign White Cap Credit Party, all assets
and property owned by such Foreign White Cap Credit Party
other than the Equity Interests (and any proceeds thereof
and security entitlements therein) of a Subsidiary of such
Foreign White Cap Subsidiary.
"Foreign White Cap Acquisition" shall mean,
collectively, the acquisition by Silgan through Silgan
International and various newly formed Wholly-Owned direct
and indirect Subsidiaries of Silgan and Silgan International
of certain assets and certain shares of capital stock, in
each case, pursuant to one or more series of transactions
(the consummation of which may occur on different dates) of
various Subsidiaries of Amcor Limited engaged in the
business of developing, manufacturing, marketing,
distributing, selling and servicing of metal, plastic and
composite vacuum and non-vacuum closures for jars and
containers and related capping equipment for the food and
beverage industries from plants and/or sales offices in
Germany, Italy, Poland, Turkey, the Philippines, China,
Venezuela, Brazil, Austria, Belgium, France, Hungary, the
Netherlands, Spain, Sweden, the Ukraine and the United
Kingdom under the "White Cap" brand and the licensing of
others to do the same in Israel, Japan, South Africa, India,
Korea, Australia, New Zealand and the United States, in each
case to the extent that such acquisition constitutes a
Permitted Acquisition hereunder.
"Foreign White Cap Credit Party" shall mean each
Foreign White Cap Subsidiary that is also a Foreign Credit
Party.
"Foreign White Cap Exclusion Period" shall mean, with
respect to any Foreign White Cap Subsidiary, the period
commencing on the date on which such Foreign White Cap
Subsidiary becomes a Foreign Borrower or is required to
become Related Foreign Company Guarantor and ending on the
earlier of (i) the date upon which such Foreign White Cap
Subsidiary grants a Lien (other than Permitted Liens (other
than Liens granted pursuant to Section 8.01(xix))) in favor
of any Person (other than the Collateral Agent for the
benefit of the Secured Creditors) in any Excluded Foreign
White Cap Assets (other than Real Property) and (ii) the
existence and continuation of an Event of Default to the
extent, in the case of this clause (ii), either the
Administrative Agent or the Required Lenders elect in
writing to terminate such period.
"Foreign White Cap Incremental Term Loan Commitment
Agreement" shall mean the Incremental Term Loan Commitment
Agreement to be entered into on or prior to July 31, 2006
among Silgan, a Foreign Incremental Term Loan Borrower (to
the extent that Silgan will not be the Incremental Term Loan
Borrower in respect of the Foreign White Cap Incremental
Term Loans), the
-12-
financial institutions party thereto as "Incremental Term
Loan Lenders" and the Administrative Agent, and acknowledged
and to be agreed to by the other Credit Parties.
"Foreign White Cap Incremental Term Loans" shall mean
the Tranche of Incremental Term Loans made pursuant to the
Foreign White Cap Incremental Term Loan Commitment
Agreement, the proceeds of which are to be used solely for
the purposes described in the proviso to the second sentence
of Section 6.10(a).
"Foreign White Cap Subsidiary" shall mean each Foreign
Subsidiary of Silgan acquired pursuant to, or created in
connection with, the Foreign White Cap Acquisition and set
forth on Schedule XII as of the Second Amendment Effective
Date and from time to time thereafter with the approval of
the Administrative Agent (such approval not to be
unreasonably withheld or delayed).
"Second Amendment Effective Date" shall have the
meaning provided in the Second Amendment, dated as of May
23, 2006, to this Agreement.
"Silgan Brazil" shall mean SWC Holdings Brazil Ltda., a
newly-formed limited liability company organized under the
laws of Brazil and a Wholly-Owned Foreign Subsidiary of
Silgan.
"Silgan International" shall mean Silgan International
Holdings B.V., a limited liability company organized under
the laws of the Netherlands and a Wholly-Owned Foreign
Subsidiary of Silgan.
"Silgan Phillipines" shall mean Amcor White Cap
Investments Inc., a company organized under the laws of the
Philippines and a Foreign Subsidiary of Silgan.
"Silgan Poland" shall mean Amcor White Cap Polska
Sp.z.o.o., a limited liability company organized under the
laws of Poland and a Foreign Subsidiary of Silgan.
"Silgan Venezuela" shall mean Amcor White Cap de
Venezuela, S.A., a company organized under the laws of
Venezuela and a Foreign Subsidiary of Silgan.
"Silgan Turkey" shall mean Amcor Ambalaj Sanayive
Ticaret AS, a company organized under the laws of Turkey and
a Foreign Subsidiary of Silgan.
32. The Credit Agreement is hereby further amended by (i) adding Schedule
XII hereto as Schedule XII thereto and (ii) adding the text "Schedule XII
Foreign White Cap Subsidiaries" to the Table of Contents of the Credit Agreement
immediately below the text
-13-
Schedule XI Provisions Relating to Bankers' Acceptances, Bankers' Acceptance
Loans and B/A Discount Notes" appearing therein.
33. The Lenders and the Borrowers hereby acknowledge and agree that the
Administrative Agent and the applicable Borrowers may make certain technical
modifications to Exhibits X-0, X-0 and J-1 to the Credit Agreement to reflect
that Silgan may be a Revolving Borrower under the Credit Agreement.
34. The Lenders and the Borrowers hereby agree that notwithstanding
anything to the contrary contained in the US Pledge Agreement or the Credit
Agreement, Silgan International Partnership C.V. shall be deemed to be, and
constitute, a "Foreign Corporation" for all purposes under the US Pledge
Agreement for so long as it is treated as a corporation or an association
taxable as a corporation for U.S. federal income tax purposes.
B. Miscellaneous Provisions
------------------------
1. Silgan represents and warrants that except for the Canadian Incremental
Term Loans and the Canadian Revolving Loan Commitments, neither it nor any of
its Subsidiaries has incurred any other Incremental Term Loans pursuant to
Section 1.14 of the Credit Agreement or any other Incremental Revolving Loan
Commitments pursuant to Section 1.15 of the Credit Agreement, in either case
prior to the Second Amendment Effective Date (as defined below).
2. In order to induce the Lenders to enter into this Amendment, each
Borrower hereby represents and warrants to each of the Lenders that (i) all of
the representations and warranties contained in the Credit Agreement and in the
other Credit Documents are true and correct in all material respects on and as
of the Second Amendment Effective Date, both before and after giving effect to
this Amendment (unless such representations and warranties relate to a specific
earlier date, in which case such representations and warranties shall be true
and correct in all material respects as of such earlier date), and (ii) there
exists no Default or Event of Default on the Second Amendment Effective Date,
both before and after giving effect to this Amendment.
3. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
4. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
executed by all the parties hereto shall be lodged with Silgan and the
Administrative Agent.
5. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
6. This Amendment shall become effective on the date (the "Second Amendment
Effective Date") when:
-14-
(a) each Borrower and the Required Lenders shall have signed
a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of telecopier) same to
the Administrative Agent at the applicable Notice Office; and
(b) the initial closing of the Foreign White Cap Acquisition
shall have been (or concurrently with the incurrence of the
Foreign White Cap Incremental Term Loans shall be) consummated.
7. From and after the Second Amendment Effective Date, all references in
the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby on the Second Amendment Effective Date.
8. Pursuant to, and in accordance with, Section 7.09 of the Credit
Agreement, Silgan and Containers agree to enter into such Additional Security
Documents governed under the laws of the Netherlands granting a security
interest over their respective rights in Silgan International Partnership C.V.
to the Collateral Agent for the benefit of the Secured Creditors within the time
period specified therein.
* * *
-15-
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly
executed and delivered as of the date first above written.
SILGAN HOLDINGS INC.
By:/s/ Xxxxx X. Xxxxx, III
---------------------------------------------
Name: Xxxxx X. Xxxxx, III
Title: Senior Vice President, General Counsel
and Secretary
SILGAN CONTAINERS CORPORATION
SILGAN PLASTICS CORPORATION
SILGAN CONTAINERS MANUFACTURING
CORPORATION
SILGAN CAN COMPANY
827599 ONTARIO INC.
SILGAN PLASTICS CANADA INC.
By:/s/ Xxxxx X. Xxxxx, III
---------------------------------------------
Name: Xxxxx X. Xxxxx, III
Title: Vice President and Secretary
DEUTSCHE BANK AG NEW YORK BRANCH,
Individually and as Administrative Agent
By:/s/ Xxxxxx Xxxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
By:/s/ Xxxx Xxxxx
---------------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
FIRST INDIANA BANK, N.A.
------------------------------------------------
By:/s/ Xxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Assistant Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
U.S. BANK, N.A.
------------------------------------------------
By:/s/ M. Xxxxx Xxxxxxxxx
---------------------------------------------
Name: M. Xxxxx Xxxxxxxxx
Title: Vice President
U.S. Bank, N.A.
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
Credit Industriel et Commercial
------------------------------------------------
By:/s/ Xxxxxx Xxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
By:/s/ Xxxx Xxxxx
---------------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
Bank Leumi USA
------------------------------------------------
By:/s/ Xxxxx Xxx Hong
---------------------------------------------
Name: Xxxxx Xxx Hong
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
Bank of China, New York Branch
------------------------------------------------
By:/s/ Xxxxxxxx Xx
---------------------------------------------
Name: Xxxxxxxx Xx
Title: General Manager
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
BNP PARIBAS
By:/s/ Xxxxx Xxxxxx
---------------------------------------------
Name: Xxxxx Xxxxxx
Title: Managing Director
By:/s/ Xxxxxx Xxxxxxx-Xxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxxx-Xxxxxx
Title: Director
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
BNP PARIBAS (Canada):
By:/s/ Xxxxxx Xxxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
Corporate Banking
By:/s/ Xxx X. Xxx
---------------------------------------------
Name: Xxx X. Xxx
Title: Managing Director
Corporate Banking
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
JPMorgan Chase Bank, N.A.
By:/s/ D. Xxxxx Xxxxxxxx
---------------------------------------------
Name: D. Xxxxx Xxxxxxxx
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
Mizuho Corporate Bank, Ltd.
By:/s/ Xxxxxx Xxxxxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: SVP & Team Leader
FORTIS CAPITAL CORPORATION
By:/s/ Xxxxxxx Xxxxx
---------------------------------------------
Name: Xxxxxxx Xxxxx
Title: Managing Director
By:/s/ Xxxxxx Xxxxxxxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
ERSTE BANK
By:/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Erste Bank New York Branch
By:/s/ Xxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxx
Title: First Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
Bank of Tokyo-Mitsubishi UFJ Trust Company
(f/k/a Bank of Tokyo-Mitsubishi Trust Company)
By:/s/ Xxxxx X. Xxxxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch (f/k/a UFJ Bank Limited)
By:/s/ Xxxxx X. Xxxxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
Bank of America
------------------------------------------------
By:/s/ Xxxxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
CoBank, ACB
By:/s/ S. Xxxxxxx Xxxx
---------------------------------------------
Name: S. Xxxxxxx Xxxx
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
Sumitomo Mitsui Banking Corporation
------------------------------------------------
By:/s/ Xxx Xxxxxxxxx
---------------------------------------------
Name: Xxx Xxxxxxxxx
Title: Joint General Manager
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
Sovereign Bank
------------------------------------------------
By:/s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior VP
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
AIB PLC:
------------------------------------------------
By:/s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
By:/s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
Allied Irish bank Debt Management:
------------------------------------------------
By:/s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
Investment Advisor to
AIB Debt Management, Limited
By:/s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Investment Advisor to
AIB Debt Management, Limited
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
United Overseas Bank Limited
New York Agency
By:/s/ Xxxx, Xxxxx Yew
---------------------------------------------
Name: Xxxx, Xxxxx Yew
Title: FVP & General Manager
By:/s/ Xxxxx Xxxxx
---------------------------------------------
Name: Xxxxx Xxxxx
Title: AVP
SCHEDULE XII
------------
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
General Electric Capital Corporation
By:/s/ Xxxxxx Xxx Xxxxx
---------------------------------------------
Name: Xxxxxx Xxx Xxxxx
Title: Duly Authorized Signatory
SCHEDULE XII
------------
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
GE Canada Finance Holding Company
By:/s/ Xxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
FARM CREDIT SERVICES OF MISSOURI, PCA
------------------------------------------------
By:/s/ Xxx Xxxxx
---------------------------------------------
Name: Xxx Xxxxx
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
PEOPLE'S BANK
By:/s/ Xxxxxxx X. XxXxxx
---------------------------------------------
Name: Xxxxxxx X. XxXxxx
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
Union Bank of California, N.A.
------------------------------------------------
By:/s/ Xxxxxxxxx Xxxxx
---------------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
Bear Xxxxxxx Institutional Loan
Master Fund
By: Bear Xxxxxxx Asset Management Inc.
as its attorney-in-fact
------------------------------------------------
By:/s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
National City Bank
------------------------------------------------
By:/s/ Xxxxxxx Xxxxx
---------------------------------------------
Name: Xxxxxxx Xxxxx
Title: Account Officer
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
WACHOVIA BANK, NATIONAL
ASSOCIATION
By:/s/ Xxxxxx X. XxXxxx Xx.
---------------------------------------------
Name: Xxxxxx X. XxXxxx Xx.
Title: Director
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
AgFirst Farm Credit Bank
------------------------------------------------
By:/s/ Xxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
EAGLE LOAN TRUST
By: Xxxxxxxxx Capital Partners, LLC
as its Collateral Manager
By:/s/ Xxxxxxxxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By:/s/ Xxxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
By:/s/ Xxxxxx X. Xxxx
---------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
NAME OF INSTITUTION:
LaSalle Bank National Association
By:/s/ Lincoln Xxxxxx
---------------------------------------------
Name: Lincoln Xxxxxx
Title: Senior Vice President
SIGNATURE PAGE TO THE SECOND
AMENDMENT TO THE CREDIT AGREEMENT
DATED AS OF May 23, 2006, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS
CORPORATION, SILGAN PLASTICS
CORPORATION, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN PLASTICS CANADA INC.,
827599 ONTARIO INC., THE LENDERS FROM TIME
TO TIME PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK AG NEW YORK BRANCH,
AS ADMINISTRATIVE AGENT, AND
ACKNOWLEDGED AND AGREED TO BY EACH OF
THE OTHER CREDIT PARTIES
DZ BANK Deutsche Zentral-Genossenschaftsbank
AG, Frankfurt am Main
By:/s/ Xxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
By:/s/ Bernd Xxxxxx Xxxxxx
---------------------------------------------
Name: Bernd Xxxxxx Xxxxxx
Title: Senior Vice President
ACKNOWLEDGED AND AGREED
AS OF THE DATE WRITTEN ABOVE:
SILGAN LLC
By: Silgan Containers Corporation,
as Manager
SILGAN CORPORATION
RXI PLASTICS, INC.
SILGAN CLOSURES CORPORATION
SILGAN CLOSURES LLC
SILGAN CLOSURES HOLDING COMPANY
SILGAN CLOSURES INTERNATIONAL HOLDING COMPANY
SILGAN EQUIPMENT COMPANY
SILGAN TUBES CORPORATION
SILGAN TUBES HOLDING COMPANY
828745 ONTARIO INC.
827599 ONTARIO INC.
SILGAN PLASTICS CANADA INC.
By: /s/ Xxxxx X. Xxxxx, III
-----------------------------------
Name: Xxxxx X. Xxxxx, III
Title: Vice President and Secretary
SCHEDULE XII
------------
Foreign White Cap Subsidiaries
------------------------------
SH International Partnership C.V.
Silgan International Holdings B.V.
Silgan Europe Holdings B.V.
SWC Holdings Brazil Ltda.
SWC Holdings Deutschland GmbH
SWC Holdings Italy S.r.l.
Silgan White Cap Hungary Closures Distribution Kft
SWC Holdings Poland Sp.z.o.o.
Silgan White Cap GmbH
SWC Holdings (Mauritius) Ltd
Silgan White Cap Holdings Cyprus Ltd.
Silgan White Cap Holdings Spain, S.L.
Amcor White Cap Belgium NV
Amcor White Cap do Brasil Ltda.
Amcor White Cap France S.A.S.
Amcor White Cap Investments Inc. (40 % interest in)
Amcor White Cap South East Asia, Inc.
Amcor White Cap Asia Pacific Inc.
Amcor White Cap Properties, Inc.
Amcor Ambalaj Sanayi ve Ticaret A.S.
Amcor White Cap UK Limited
Amcor White Cap de Venezuela, S.A.
Amcor White Cap Deutschland GmbH
Amcor White Cap Nordiska XX
Xxxxx Cap Italia S.r.l.
Amcor White Cap Polska Sp.z.o.o.
Amcor White Cap Shanghai Ltd.
Amcor White Cap Ukraine LLC
Amcor White Cap Espana S.L.
