Exhibit 10.9
THIRD AMENDMENT
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THIRD AMENDMENT (this "Amendment"), dated as of August 29, 2000, among
SILGAN HOLDINGS INC., a Delaware corporation ("Silgan"), SILGAN CONTAINERS
CORPORATION, a Delaware corporation ("Containers"), SILGAN PLASTICS CORPORATION,
a Delaware corporation ("Plastics", and together with Silgan and Containers, the
"Borrowers," and each individually, a "Borrower"), SILGAN CONTAINERS
MANUFACTURING CORPORATION, a Delaware corporation ("Containers Operating"), the
lenders from time to time party to the Credit Agreement referred to below (each
a "Bank" and, collectively, the "Banks"), BANKERS TRUST COMPANY, as
Administrative Agent (in such capacity, the "Administrative Agent"), BANK OF
AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION, as Syndication Agent (in such
capacity, the "Syndication Agent"), XXXXXXX XXXXX CREDIT PARTNERS L.P. and
XXXXXX XXXXXXX SENIOR FUNDING, INC., as Co-Documentation Agents (in such
capacity, the "Co-Documentation Agents"), and BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION, BANKERS TRUST COMPANY, XXXXXXX SACHS CREDIT PARTNERS L.P.
and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Co-Arrangers (in such capacity, the
"Co-Arrangers"). All capitalized terms used herein and not otherwise defined
herein shall have the respective meanings provided such terms in the Credit
Agreement referred to below.
W I T N E S S E T H:
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WHEREAS, the Borrowers, the Banks, the Administrative Agent, the
Syndication Agent, the Co-Documentation Agents and the Co-Arrangers are parties
to a Credit Agreement, dated as of July 29, 1997 (as amended, modified or
supplemented to the date hereof, the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions set forth below, the parties
hereto agree as follows;
NOW, THEREFORE, it is agreed:
1. Section 8.08 of the Credit Agreement is hereby amended by deleting the
ratio "3.00:1.00" appearing opposite the text "March 31, 2001 and the last day
of each fiscal quarter thereafter" in the chart of such Section and inserting
the ratio "2.75:1:00" in lieu thereof.
2. In order to induce the Banks to enter into this Amendment, each Credit
Party hereby represents and warrants that (i) all representations and warranties
contained in the Credit Documents are true and correct in all material respects
on and as of the Third Amendment Effective Date (as defined below), 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 as of such earlier date), and (ii)
there exists no Default or Event of Default on the Third 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 provision of 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
shall be lodged with each Borrower 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 "Third Amendment
Effective Date") when each Credit Party and the Required Banks shall have signed
a counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile transmission) the same to the
Administrative Agent at the Notice Office.
7. From and after the Third Amendment Effective Date, all references in the
Credit Agreement and each of the Credit Documents to the Credit Agreement and
each other Credit Document modified hereby shall be deemed to be references to
the Credit Agreement and each such other Credit Document as amended or modified
hereby.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
SILGAN HOLDINGS, INC.
By:___________________________________
Name:
Title:
SILGAN CONTAINERS CORPORATION
By:___________________________________
Name:
Title:
SILGAN PLASTICS CORPORATION
By:___________________________________
Name:
Title:
SILGAN CONTAINERS MANUFACTURING
CORPORATION
By:___________________________________
Name:
Title:
BANKERS TRUST COMPANY,
Individually, and as Administrative Agent
and as a Co-Arranger
By:___________________________________
Title:
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION,
Individually, and as Syndication Agent
and as a Co-Arranger
By:___________________________________
Title:
XXXXXXX SACHS CREDIT PARTNERS
L.P.,
Individually, and as a Co-Documentation
Agent and as a Co-Arranger
By:____________________________________
Title:
XXXXXX XXXXXXX SENIOR FUNDING,
INC.,
Individually, and as a Co-Documentation
Agent and as a Co-Arranger
By:____________________________________
Title:
