EXHIBIT 10
SECOND AMENDMENT
----------------
SECOND AMENDMENT (this "Amendment"), dated as of July 15, 2004, 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" and, together with Silgan, Containers, Plastics
and Manufacturing, 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 TRUST COMPANY
AMERICAS, as Administrative Agent (in such capacity, the "Administrative
Agent"). Unless otherwise defined herein, 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 :
- - - - - - - - - -
WHEREAS, the Borrowers, the Lenders, the Co-Syndication Agents, the
Co-Documentation Agents, the Joint Lead Arrangers, the Joint Book Managers and
the Administrative Agent have entered into a Credit Agreement, dated as of June
28, 2002 (as amended, modified or supplemented from time to time, the "Credit
Agreement"); and
WHEREAS, subject to the terms and conditions set forth below, 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
----------------------------------
1. The definition of "Applicable Commitment Commission Percentage" and
"Applicable Margin" appearing in Section 10.01 of the Credit Agreement is hereby
amended by (i) deleting the table appearing therein in its entirety and
substituting the following new table in lieu thereof:
" A Term Loans and
Revolving Loans A Term Loans and B Term Loans Applicable
maintained as Revolving Loans B Term Loans maintained as Commitment
Total Base Rate Loans maintained as maintained as Eurodollar Commission
Level Leverage Ratio and Swingline Loans Eurodollar Loans Base Rate Loans Loans Percentage
----- -------------- ------------------- ---------------- --------------- -------------- ----------
1 Less than
2.50:1.00 0.250% 1.250% 0.750% 1.750% 0.250%
2 Greater than or
equal to
2.50:1.00 but
less than
" A Term Loans and
Revolving Loans A Term Loans and B Term Loans Applicable
maintained as Revolving Loans B Term Loans maintained as Commitment
Total Base Rate Loans maintained as maintained as Eurodollar Commission
Level Leverage Ratio and Swingline Loans Eurodollar Loans Base Rate Loans Loans Percentage
----- -------------- ------------------- ---------------- --------------- -------------- ----------
3.00:1.00 0.500% 1.500% 0.750% 1.750% 0.375%
3 Greater than or
equal to
3.00:1.00 but
less than
3.50:1.00 0.750% 1.750% 0.750% 1.750% 0.500%
4 Greater than or
equal to
3.50:1.00 but
less than
3.75:1:00 1.000% 2.000% 0.750% 1.750% 0.500%
5 Greater than or
equal to 1.250% 2.250% 0.750% 1.750% 0.500%"
3.75:1.00
and (ii) adding the following new sentence at the end thereof:
"Notwithstanding the foregoing, for periods prior to the Second
Amendment Effective Date, the Applicable Margin for B Term Loans
maintained as Eurodollar Loans and as Base Rate Loans shall be
determined by reference to this definition as in effect prior to
giving effect to the Second Amendment."
2. Section 10.01 of the Credit Agreement is hereby amended by inserting the
following new definitions in the appropriate alphabetical order:
"Second Amendment" shall mean the Second Amendment to this
Agreement, dated as of July 15, 2004.
3. "Second Amendment Effective Date" shall mean the date on which the
Second Amendment became effective in accordance with its terms.
B. Miscellaneous Provisions
------------------------
1. 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 (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
-2-
Default on the Second Amendment Effective Date, both before and after giving
effect to this Amendment.
2. 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.
3. 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.
4. 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.
5. This Amendment shall become effective on the date (the "Second Amendment
Effective Date") when each Borrower, each B Lender 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) the same
to the Administrative Agent at the Notice Office.
6. From and after the Second Amendment Effective Date, all references in
the Credit Agreement and in the other Credit Documents to the Credit Agreement
shall be deemed to be referenced to the Credit Agreement as modified hereby.
* * *
-3-
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/ Malcolm Miller
-----------------------------------
Title: Vice President and Treasurer
SILGAN CONTAINERS CORPORATION
By: /s/ Malcolm Miller
-----------------------------------
Title: Vice President
SILGAN PLASTICS CORPORATION
By: /s/ Malcolm Miller
-----------------------------------
Title: Vice President
SILGAN CONTAINERS MANUFACTURING
CORPORATION
By: /s/ Malcolm Miller
-----------------------------------
Title: Vice President
SILGAN CAN COMPANY
By: /s/ Malcolm Miller
-----------------------------------
Title: Vice President
DEUTSCHE BANK TRUST COMPANY
AMERICAS, Individually and as Administrative
Agent
By: /s/ Gregory Shefrin
-----------------------------------
Title: Director
Bank Leumi USA
By: /s/ Joung Hee Hong
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Navigator CDO 2003, Ltd.
By: /s/ David Mahon
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Mariner CDO 2002, Ltd.
By: /s/ David Mahon
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
PB Capital
By: /s/ Andrew L. Shipman
-----------------------------------
Title: Vice President
By: /s/ Richard Cameron
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
National City Bank
By: /s/ Michael A. Moore
-----------------------------------
Title: Account Officer
[Signature Page to the Second Amendment to the Credit Agreement]
FIRSTRUST BANK
By: /s/ Kent Nelson
-----------------------------------
Title: Senior Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
BLACKROCK LIMITED DURATION INCOME TRUST
MAGNETITE IV CLO, LIMITED
MAGNETITE V CLO, LIMITED
By: /s/ Tom Colwell
-----------------------------------
Title: Auth Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
Union Bank of California, N.A.
By: /s/ James Opdyke
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Aeries Finance-II, Ltd.
By: Patriarch Partners X, LLC
Its Managing Agent
By: /s/ Lynn Tilton
-----------------------------------
Title: Manager
[Signature Page to the Second Amendment to the Credit Agreement]
Oasis Collateralized High Income
Portfolios-I, Ltd.
By: Patriarch Partners XIII, LLC,
Its Managing Agent
By: /s/ Lynn Tilton
-----------------------------------
Title: Manager
[Signature Page to the Second Amendment to the Credit Agreement]
Amara-2 Finance Ltd.
By: Patriarch Partners XII, LLC,
Its Managing Agent
By: /s/ Lynn Tilton
-----------------------------------
Title: Manager
[Signature Page to the Second Amendment to the Credit Agreement]
Amara-1 Finance Ltd.
By: Patriarch Partners, XI, LLC,
Its Managing Agent
By: /s/ Lynn Tilton
-----------------------------------
Title: Manager
[Signature Page to the Second Amendment to the Credit Agreement]
Cooperative Centrale Raiffeisen-Boerenleenbank
B.A. "Rabobank International", New York Branch
By: /s/ Betty Mills
-----------------------------------
Title: Executive Director
By: /s/ Rebecca Morrow
-----------------------------------
Title: Executive Director
[Signature Page to the Second Amendment to the Credit Agreement]
ERSTE BANK
By: /s/ Brandon A. Meyerson
-----------------------------------
Title: Vice President
By: /s/ Bryan J. Lynch
-----------------------------------
Title: First Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Dryden Leveraged Loan CDO 2002-II
By: Prudential Inventment Management, Inc.,
as Collateral Manager
By: /s/ B. Ross Smead
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Dryden III Leveraged Loan CDO 2002
By: Prudential Inventment Management, Inc.,
as Collateral Manager
By: /s/ B. Ross Smead
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Dryden IV Leveraged Loan CDO 2003
By: Prudential Inventment Management, Inc.,
as Collateral Manager
By: /s/ B. Ross Smead
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Dryden V Leveraged Loan CDO 2003
By: Prudential Inventment Management, Inc.,
as Collateral Manager
By: /s/ B. Ross Smead
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
The Prudential Insurance Company of America
By: Prudential Investment Management, Inc.,
as Investment Advisor
By: /s/ B. Ross Smead
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
SEABOARD CLO 2000 LTD.
By: Babson Capital Management LLC as Collateral
Manager
By: /s/ Glenn P. Duffy, CFA
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
APEX (IDM) CDO I, LTD.
ELC (CAYMAN) LTD. CDO SERIES 1999-I
ELC (CAYMAN) LTD. 1999-II
ELC (CAYMAN) LTD. 1999-III
ELC (CAYMAN) LTD. 2000-I
TRYON CLO LTD. 2000-I
By: Babson Capital Management LLC as
Collateral Manager
By: /s/ Glenn P. Duffy, CFA
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
BABSON CLO LTD. 2003-I
By: Babson Capital Management LLC as
Collateral Manager
By: /s/ Glenn P. Duffy, CFA
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
SUFFIELD CLO, LIMITED
By: Babson Capital Management LLC as
Collateral Manager
By: /s/ Glenn P. Duffy, CFA
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
HAKONE FUND LLC
By: Babson Capital Management LLC as
Investment Manager
By: /s/ Glenn P. Duffy, CFA
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: Babson Capital Management LLC as
Investment Adviser
By: /s/ Glenn P. Duffy, CFA
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
BILL & MELINDA GATES FOUNDATION
By: Babson Capital Management LLC as
Investment Adviser
By: /s/ Glenn P. Duffy, CFA
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
MAPLEWOOD (CAYMAN) LIMITED
By: Babson Capital Management LLC under
delegated authority from Massachusetts Mutual
Life Insurance Company as Investment Manager
By: /s/ Glenn P. Duffy, CFA
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
SIMSBURY CLO, LIMITED
By: Babson Capital Management LLC under
delegated authority from Massachusetts Mutual
Life Insurance Company as Collateral Manager
By: /s/ Glenn P. Duffy, CFA
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
PEOPLE'S BANK
By: /s/ David K. Sherill
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
NATEXIS BANQUES POPULAIRES
By: /s/ Frank H. Madden, Jr.
-----------------------------------
Title: Vice President & Group Manager
By: /s/ Jordan H. Levy
-----------------------------------
Title: Assistant Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
IKB Capital Corporation
By: /s/ David Saxon
-----------------------------------
Title: President
[Signature Page to the Second Amendment to the Credit Agreement]
Credit Industriel et Commercial
By: /s/ Anthony Rock
-----------------------------------
Title: Vice President
By: /s/ Brian O'Leary
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
The Sumitomo Trust & Banking Co., Ltd.
By: /s/ Elizabeth A. Cuirk
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
MOUNTAIN CAPITAL CLO I, LTD
By: /s/ Chris Siddons
-----------------------------------
Title: Director
[Signature Page to the Second Amendment to the Credit Agreement]
MOUNTAIN CAPITAL CLO III LTD.
By: /s/ Chris Siddons
-----------------------------------
Title: Director
[Signature Page to the Second Amendment to the Credit Agreement]
ATRIUM CDO
By: /s/ David Lerner
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
CSAM Funding II
By: /s/ David Lerner
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
CSAM Funding III
By: /s/ David Lerner
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
ATRIUM II
By: /s/ David Lerner
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
First Dominion Funding I
By: /s/ David Lerner
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
First Dominion Funding III
By: /s/ David Lerner
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
ING SENIOR INCOME FUND ING PRIME RATE TRUST
By: ING Investment Management, Co. By: ING Investment Management, Co.
as its investment manager as its investment manager
By: /s/ Charles E. LeMieux, CFA By: /s/ Charles E. LeMieux, CFA
--------------------------- ---------------------------
Title: Vice President Title: Vice President
ML CLO XX PILGRIM AMERICA ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD. (CAYMAN) LTD.
By: ING Investments, LLC By: ING Investments, LLC
as its investment manager as its investment manager
By: /s/ Charles E. LeMieux, CFA By: /s/ Charles E. LeMieux, CFA
--------------------------- ---------------------------
Title: Vice President Title: Vice President
ML CLO XV PILGRIM AMERICA PILGRIM AMERICA HIGH INCOME
(CAYMAN) LTD. INVESTMENTS LTD
By: ING Investments, LLC By: ING Investments, LLC
as its investment manager as its investment manager
By: /s/ Charles E. LeMieux, CFA By: /s/ Charles E. LeMieux, CFA
--------------------------- ---------------------------
Title: Vice President Title: Vice President
SEQUILS-PILGRIM I, LTD. PILGRIM CLO 1999 - I LTD.
By: ING Investments, LLC By: ING Investments, LLC
as its investment manager as its investment manager
By: /s/ Charles E. LeMieux, CFA By: /s/ Charles E. LeMieux, CFA
--------------------------- ---------------------------
Title: Vice President Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Hanover Square CLO Ltd.
By: Blackstone Debt Advisors L.P.
As Collateral Manager
By: /s/ D. T. Criareo
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Ceres II Finance Ltd.
By: Patriarch Partners IX, LLC,
Its Managing Agent
By: /s/ Lynn Tilton
-----------------------------------
Title: Manager
[Signature Page to the Second Amendment to the Credit Agreement]
SunAmerica Life Insurance Company
By: AIG Global Investment Corp.
As Investment Advisor
By: /s/ Jeff Baxter
-----------------------------------
Title:
[Signature Page to the Second Amendment to the Credit Agreement]
Galaxy CLO 2003-1, Ltd.
By: AIG Global Investment Corp.
As Investment Advisor
By: /s/ Jeff Baxter
-----------------------------------
Title:
[Signature Page to the Second Amendment to the Credit Agreement]
Galaxy CLO 1999-1, Ltd.
By: AIG Global Investment Corp.
As Collateral Manager
By: /s/ Jeff Baxter
-----------------------------------
Title:
[Signature Page to the Second Amendment to the Credit Agreement]
BNP PARIBAS
By: /s/ Duane Helkowski
-----------------------------------
Title: Managing Director
By: /s/Simone Vinocour McKener
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Daniel G. Eastman
-----------------------------------
Title: Senior Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
SANKATY ADVISORS, LLC AS COLLATERAL MANAGER
FOR RACE POINT II CLO, LIMITED AS TERM LENDER
By: /s/ Diane Exter
-----------------------------------
Title: Portfolio Manager/Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Sankaty Advisors, LLC As Collateral
Manager for Castle Hill I, INGOTS,
Ltd., as Term Lender
By: /s/ Diane Exter
-----------------------------------
Title: Portfolio Manager/Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Sankaty Advisors, LLC As Collateral
Manager for Castle Hill III, CLO,
Limited, as Term Lender
By: /s/ Diane Exter
-----------------------------------
Title: Portfolio Manager/Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited,
as Term Lender
By: /s/ Diane Exter
-----------------------------------
Title: Portfolio Manager/Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
SANKATY HIGH YIELD PARTNERS II, LP.
By: /s/ Diane Exter
-----------------------------------
Title: Portfolio Manager/Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Sankaty Advisors, LLC as Collateral
Manager for Great Point CLO 1999-1
LTD., as Term Lender
By: /s/ Diane Exter
-----------------------------------
Title: Portfolio Manager/Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Sankaty Advisors, LLC as Collateral
Manager for AVERY POINT CLO,
LTD., as Term Lender
By: /s/ Diane Exter
-----------------------------------
Title: Portfolio Manager/Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill II, INGOTS,
Ltd., as Term Lender
By: /s/ Diane Exter
-----------------------------------
Title: Portfolio Manager/Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
CITICORP USA, INC.
By: /s/ Suzanne Crymes
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
General Electric Capital Corporation
By: /s/ Brian Schwinn
-----------------------------------
Title: Duly Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
APEX (TRIMARAN) CDO I, LTD.
By: Trimaran Advisors, L.L.C.
By: /s/ David Millson
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
WINGED FOOT FUNDING TRUST
By: /s/ Diana M. Himes
-----------------------------------
Title: Authorized Agent
[Signature Page to the Second Amendment to the Credit Agreement]
JUPITER LOAN FUNDING LLC
By: /s/ Diana M. Himes
-----------------------------------
Title: Assistant Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
MUIRFIELD TRADING LLC
By: /s/ Diana M. Himes
-----------------------------------
Title: Assistant Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
SEMINOLE FUNDING LLC
By: /s/ Diana M. Himes
-----------------------------------
Title: Assistant VIce President
[Signature Page to the Second Amendment to the Credit Agreement]
HARBOUR TOWN FUNDING LLC
By: /s/ Diana M. Himes
-----------------------------------
Title: Assistant Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
SEQUILS-Glace Bay, Ltd.
By: Royal Bank of Canada as Collateral Manager
By: /s/ Melissa Marano
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
FOXE BASIN CLO 2003, LTD.
By: Royal Bank of Canada as Collateral Manager
By: /s/ Melissa Marano
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
Flagship CLO 2001-1
By: /s/ Mark Pelletier
-----------------------------------
Title: Director
[Signature Page to the Second Amendment to the Credit Agreement]
Flagship CLO II
By: /s/ Mark Pelletier
-----------------------------------
Title: Director
[Signature Page to the Second Amendment to the Credit Agreement]
Addison CDO, Limited
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Mohan V. Phansalkar
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Loan Funding III LLC
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Mohan V. Phansalkar
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
PIMCO Floating Rate Income Fund
By: Pacific Investment Management Company LLC,
as its Investment Advisor, acting through
Investors Fiduciary Trust Company in the
Nominee Name of IFTCO
By: /s/ Mohan V. Phansalkar
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
SEQUILS-MAGNUM, LTD
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Mohan V. Phansalkar
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Waveland-INGOTS, LTD.
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Mohan V. Phansalkar
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Wrigley CDO, LTd.
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Mohan V. Phansalkar
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Nomura Bond and Loan Fund
By: /s/ Elizabeth MacLean
-----------------------------------
Title: Director
By: UFJ Trust Bank Limited
as Trustee
By: Nomura Corporate Research and
Asset Management Inc.
Attorney in Fact
[Signature Page to the Second Amendment to the Credit Agreement]
Clydesdale CLO 2003 Ltd.
By: /s/ Elizabeth MacLean
-----------------------------------
Title: Director
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
AS
AGENT
[Signature Page to the Second Amendment to the Credit Agreement]
Bank of America, N.A.
By: /s/ John W. Pocalyko
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Fleet National Bank
By: /s/ John W. Pocalyko
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Sumitomo Mitsui Banking Corporation
By: /s/ Leo E. Pagarigan
-----------------------------------
Title: Senior Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Webster Bank
By: /s/ Barbara A. Keegan
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Union Bank of California, N.A.
By: /s/ James Opdyke
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Fidelity Advisor Series II: Fidelity Advisor
Floating Rate High Income Fund
By: /s/ John H. Costello
-----------------------------------
Title: Assistant Treasurer
[Signature Page to the Second Amendment to the Credit Agreement]
Ballyrock CDO I Limited, By: Ballyrock
Investment Advisors LLC, as Collateral Manager
By: /s/ Lisa Rymut
-----------------------------------
Title: Assistant Treasurer
[Signature Page to the Second Amendment to the Credit Agreement]
Ballyrock CDO II Limited, By: Ballyrock
Investment Advisors LLC, as Collateral Manager
By: /s/ Lisa Rymut
-----------------------------------
Title: Assistant Treasurer
[Signature Page to the Second Amendment to the Credit Agreement]
Transamerica Business Capital Corporation
By: /s/ Brian Schwinn
-----------------------------------
Title: Duly Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
C-SQUARED CDO LTD
By: TCW Advisors, Inc., as its
Portfolio Manager
By: /s/ Jonathan R. Insull
-----------------------------------
Title: Managing Director
By: /s/ G. Steven Kalin
-----------------------------------
Title: Senior Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc., as its
Collateral Manager
By: /s/ G. Steven Kalin
-----------------------------------
Title: Senior Vice President
By: /s/ Jonathan R. Insull
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
EASTMAN HILL FUNDING I, LIMITED
By: TCW Advisors, Inc., as its
Collateral Manager
By: /s/ Jonathan R. Insull
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
LOAN FUNDING I LLC,
a wholly owned subsidiary of
Citibank, N.A.
By: TCW Advisors, Inc.,
as portfolio manager of
Loan Funding I LLC
By: /s/ G. Steven Kalin
-----------------------------------
Title: Senior Vice President
By: /s/ Jonathan R. Insull
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
CELERITY CLO LIMITED
By: TCW Advisors, Inc.
As Agent
By: /s/ G. Steven Kalin
-----------------------------------
Title: Senior Vice President
By: /s/ Jonathan R. Insull
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
JPM Chase Bank
By: /s/ Claire E. Aldrich
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Prometheus Investment Funding No. 1 LTD.
By: HVB Credit Advisors LLC
By: /s/ Thomas L. Mowat
-----------------------------------
Title: Director
By: /s/ James T. Li
-----------------------------------
Title: Associate Director
[Signature Page to the Second Amendment to the Credit Agreement]
New York Life Insurance Company
By: /s/ F. David Melka
-----------------------------------
Title: Investment Vice President
New York Life Insurance and Annuity Corporation
By: New York Life Investment Management LLC
Its Investment Manager
By: /s/ F. David Melka
-----------------------------------
Title: Director
Mainstay Floating Rate Fund, a series of
Eclipse Funds Inc.
By: New York Life Investment Management LLC
By: /s/ F. David Melka
-----------------------------------
Title: Director
[Signature Page to the Second Amendment to the Credit Agreement]
ING CAPITAL LLC
By: /s/ Gil Kirkpatrick
-----------------------------------
Title: Director
[Signature Page to the Second Amendment to the Credit Agreement]
AIB Debt Management Limited
By: /s/ Rima Terradista
-----------------------------------
Title: Senior Vice President
As investment advisor to AIB Debt Mgt
AIB Debt Management Limited
By: /s/ Hillary Patterson
-----------------------------------
Title: Vice President
As investment advisor to AIB Debt
Management LTD
[Signature Page to the Second Amendment to the Credit Agreement]
Allied Irish Bank plc.
By: /s/ Rima Terradista
-----------------------------------
Title: Senior Vice President
Allied Irish Bank plc.
By: /s/ Hillary Patterson
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
AIMCO CLO SERIES 2001-A
By: /s/ Chris Georgen
-----------------------------------
Title:
By: /s/ Jerry Zinkula
-----------------------------------
[Signature Page to the Second Amendment to the Credit Agreement]
AIMCO CDO Series 2000-A
By: /s/ Chris Georgen
-----------------------------------
Title:
By: /s/ Jerry Zinkula
-----------------------------------
[Signature Page to the Second Amendment to the Credit Agreement]
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Chris Georgen
-----------------------------------
Title:
By: /s/ Jerry Zinkula
-----------------------------------
[Signature Page to the Second Amendment to the Credit Agreement]
Gallatin Funding I Ltd.
By: Bear Stearns Asset Management Inc.
as its Collateral Manager
By: /s/ Jonathan Berg
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Grayston CLO 2001-01 Ltd.
By: Bear Stearns Asset Management Inc.
as its Collateral Manager
By: /s/ Jonathan Berg
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Braymoor & Co.
By: Bear Stearns Asset Management Inc.
as its attorney-in-fact
By: /s/ Jonathan Berg
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Grayston CLO II 2004-I Ltd.
By: Bear Stearns Asset Management Inc.
as its Collateral Manager
By: /s/ Jonathan Berg
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
BANK OF SCOTLAND
By: /s/ Karen Ubehman
-----------------------------------
Title: Assistant Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Harch CLO I, Ltd.
By: /s/ Michael E. Lewitt
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
Senior Debt Portfolio
By: Boston Management and Research
as Investment Advisor
By: /s/ Michael B. Botthof
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
EATON VANCE SENIOR INCOME TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
OXFORD STRATEGIC INCOME FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
EATON VANCE CDO III, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
COSTANTANUS EATON VANCE CDO V, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
EATON VANCE CDO VI LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
GRAYSON & CO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
BIG SKY SENIOR LOAN FUND, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
EATON VANCE
VT FLOATING-RATE INCOME FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
EATON VANCE
LIMITED DURATION INCOME FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
TOLLI & CO.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
EATON VANCE SENIOR
FLOATING-RATE TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Carlyle High Yield Partners II, Ltd.
By: /s/ Linda Pace
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Carlyle High Yield Partners III, Ltd.
By: /s/ Linda Pace
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Carlyle Loan Opportunity Fund
By: /s/ Linda Pace
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Monument Capital, as Assignee
New Alliance Global CDO
By: Alliance Capital Management, as
sub-advisor
By: Alliance Capital Management Co.
as General Partner
By: /s/ Sverker M.M. Johansson
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Octagon Investment Partners III, Ltd.
By: Octagon Credit Investors, LLC
as Portfolio Manager
By: /s/ Andrew D. Gordon
-----------------------------------
Title: Portfolio Manager
[Signature Page to the Second Amendment to the Credit Agreement]
Octagon Investment Partners IV, Ltd.
By: Octagon Credit Investors, LLC
as collateral manager
By: /s/ Andrew D. Gordon
-----------------------------------
Title: Portfolio Manager
[Signature Page to the Second Amendment to the Credit Agreement]
Centurion CDO VI, Ltd.
By: American Asset Management
Group, Inc. as Collateral Manager
By: /s/ Leanne Stavrakis
-----------------------------------
Title: Director - Operations
[Signature Page to the Second Amendment to the Credit Agreement]
Centurion CDO III, Ltd.
By: American Express Management Group, Inc.
as Collateral Manager
By: /s/ Leanne Stavrakis
-----------------------------------
Title: Director - Operations
[Signature Page to the Second Amendment to the Credit Agreement]
Centurion CDO VII, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
By: /s/ Leanne Stavrakis
-----------------------------------
Title: Director - Operations
[Signature Page to the Second Amendment to the Credit Agreement]
Sequils-Centurion V, Ltd.
By: American Express Asset
Management Group, Inc. as Collateral
Manager
By: /s/ Leanne Stavrakis
-----------------------------------
Title: Director - Operations
[Signature Page to the Second Amendment to the Credit Agreement]
Centurion CDO II, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
By: /s/ Leanne Stavrakis
-----------------------------------
Title: Director - Operations
[Signature Page to the Second Amendment to the Credit Agreement]
IDS Life Insurance Company
By: American Express Asset Management Group, Inc.
as Collateral Manager
By: /s/ Lorraine R. Hart
-----------------------------------
Title: Vice President - Investments
IDS Life Insurance Company
[Signature Page to the Second Amendment to the Credit Agreement]
American Express Certificate Company
By: American Express Asset Management
Group as Collateral Manager
By: /s/ Lorraine R. Hart
-----------------------------------
Title: Vice President - Investments
American Express Certificate Company
[Signature Page to the Second Amendment to the Credit Agreement]
Union Square CDO Ltd.
By: Blackstone Debt Advisors L.P.
As Collateral Manager
By: /s/ D. T. Criareo
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Monument Part CDO Ltd.
By: Blackstone Debt Advisors L.P.
As Collateral Manager
By: /s/ D. T. Criareo
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
KZH CRESCENT-2 LLC
By: /s/ Dorian Herrera
-----------------------------------
Title: Authorized Agent
[Signature Page to the Second Amendment to the Credit Agreement]
KZH CRESCENT-3 LLC
By: /s/ Dorian Herrera
-----------------------------------
Title: Authorized Agent
[Signature Page to the Second Amendment to the Credit Agreement]
KZH CYPRESSTREE-1 LLC
By: /s/ Dorian Herrera
-----------------------------------
Title: Authorized Agent
[Signature Page to the Second Amendment to the Credit Agreement]
KZH SOLEIL LLC
By: /s/ Dorian Herrera
-----------------------------------
Title: Authorized Agent
[Signature Page to the Second Amendment to the Credit Agreement]
KZH SOLEIL-2 LLC
By: /s/ Dorian Herrera
-----------------------------------
Title: Authorized Agent
[Signature Page to the Second Amendment to the Credit Agreement]
KZH PONDVIEW LLC
By: /s/ Dorian Herrera
-----------------------------------
Title: Authorized Agent
[Signature Page to the Second Amendment to the Credit Agreement]
KZH STERLING LLC
By: /s/ Dorian Herrera
-----------------------------------
Title: Authorized Agent
[Signature Page to the Second Amendment to the Credit Agreement]
ARCHIMEDES FUNDING III, LTD.
BY: ING Capital Advisors LLC,
as COllateral Manager
By: /s/ Robert D. Cohen
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: /s/ Robert D. Cohen
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
ENDURANCE CLO I, LTD.
BY: ING Capital Advisors LLC,
as Portfolio Manager
By: /s/ Robert D. Cohen
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
Hamilton Floating Rate Fund, LLC
By: /s/ Dean Stephan
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
MORGAN STANLEY SENIOR FUNDING INC.
By: /s/ Dawn Digianno
-----------------------------------
Title: Vice President
[Signature Page to the Second Amendment to the Credit Agreement]
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Joseph Rotondo
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Joseph Rotondo
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
CHAMPLAIN CLO, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Joseph Rotondo
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
Investment Advisor
By: /s/ Joseph Rotondo
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
as Investment Adviser
By: /s/ Joseph Rotondo
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Sub-Adviser
By: /s/ Joseph Rotondo
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Joseph Rotondo
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.
As Asset Manager
By: /s/ Joseph Rotondo
-----------------------------------
Title: Authorized Signatory
[Signature Page to the Second Amendment to the Credit Agreement]
NORSE CBO, LTD.
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and pursuant to delegated
authority
By: /s/ Timothy S. Peterson
-----------------------------------
Title: President
[Signature Page to the Second Amendment to the Credit Agreement]
COLUMBIA FLOATING RATE ADVANTAGE
FUND
By: Highland Capital Management, L.P., its
Investment Advisor
By: /s/ Mark Okada
-----------------------------------
Title: Chief Investment Officer
[Signature Page to the Second Amendment to the Credit Agreement]
COLUMBIA FLOATING RATE LIMITED
LIABILITY COMPANY
By: Highland Capital Management, L.P., its
Investment Advisor
By: /s/ Mark Okada
-----------------------------------
Title: Chief Investment Officer
[Signature Page to the Second Amendment to the Credit Agreement]
Aurum CLO 2002-I Ltd., by Columbia
Management Advisors, Inc., as Investment
Manager
By: /s/ Russ R. Boland
-----------------------------------
Title: V.P.
[Signature Page to the Second Amendment to the Credit Agreement]
Stein Roe & Farnham CLO 2002-1 Ltd., by
Columbia Management Advisors, Inc., as
Portfolio Manager
By: /s/ Russ R. Boland
-----------------------------------
Title: V.P.
[Signature Page to the Second Amendment to the Credit Agreement]
State Street Bank and Trust Company as Trustee
for GMAM Group Pension Trust I
By: /s/ Russell Ricciardi
-----------------------------------
Title: CSO
[Signature Page to the Second Amendment to the Credit Agreement]
State Street Bank and Trust Company as Trustee
for General Motors Welfare Benefits Trust
By: /s/ Russell Ricciardi
-----------------------------------
Title: CSO
[Signature Page to the Second Amendment to the Credit Agreement]
Paydon & Rygel
By: /s/ Michael E. Salvay
-----------------------------------
Title: Managing Director
[Signature Page to the Second Amendment to the Credit Agreement]
Proxy
The undersigned hereby appoints DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a
Bankers Trust Company), as agent ("Agent") for certain lenders pursuant to that
certain Credit Agreement with SILGAN CORPORATION, dated as of June 28, 2002,
(the "Credit Agreement"), as proxy with full power of substitution, and hereby
authorizes Agent to represent and vote its interest as a lender under the Credit
Agreement held of record by the undersigned on the date of exercise hereof with
respect to all matters relating to the Credit Agreement and all amendments
thereto. Notwithstanding the preceding sentence, Agent shall cast or not cast
any and all such votes strictly in proportion to the votes cast or not cast by
all other lenders under the Credit Agreement, and any vote not cast in
accordance with this sentence shall be null and void. This proxy shall expire
and be of no further effect on July 14, 2004.
Date: July 12, 2004
Forest Creek CLO, Ltd.
By: Deerfield Capital Management LLC as its
Collateral Manager
By: /s/ Peter Sakon
-----------------------------------
Title: Vice President
Proxy
The undersigned hereby appoints DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a
Bankers Trust Company), as agent ("Agent") for certain lenders pursuant to that
certain Credit Agreement with SILGAN CORPORATION, dated as of June 28, 2002,
(the "Credit Agreement"), as proxy with full power of substitution, and hereby
authorizes Agent to represent and vote its interest as a lender under the Credit
Agreement held of record by the undersigned on the date of exercise hereof with
respect to all matters relating to the Credit Agreement and all amendments
thereto. Notwithstanding the preceding sentence, Agent shall cast or not cast
any and all such votes strictly in proportion to the votes cast or not cast by
all other lenders under the Credit Agreement, and any vote not cast in
accordance with this sentence shall be null and void. This proxy shall expire
and be of no further effect on July 14, 2004.
Date: July 12, 2004
Rosemont CLO, Ltd.
By: Deerfield Capital Management LLC as its
Collateral Manager
By: /s/ Peter Sakon
-----------------------------------
Title: Vice President
Proxy
The undersigned hereby appoints DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a
Bankers Trust Company), as agent ("Agent") for certain lenders pursuant to that
certain Credit Agreement with SILGAN CORPORATION, dated as of June 28, 2002,
(the "Credit Agreement"), as proxy with full power of substitution, and hereby
authorizes Agent to represent and vote its interest as a lender under the Credit
Agreement held of record by the undersigned on the date of exercise hereof with
respect to all matters relating to the Credit Agreement and all amendments
thereto. Notwithstanding the preceding sentence, Agent shall cast or not cast
any and all such votes strictly in proportion to the votes cast or not cast by
all other lenders under the Credit Agreement, and any vote not cast in
accordance with this sentence shall be null and void. This proxy shall expire
and be of no further effect on July 14, 2004.
Date: July 12, 2004
SEQUILS-Cumberland I, Ltd.
By: Deerfield Capital Management LLC as its
Collateral Manager
By: /s/ Peter Sakon
-----------------------------------
Title: Vice President
Proxy
The undersigned hereby appoints DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a
Bankers Trust Company), as agent ("Agent") for certain lenders pursuant to that
certain Credit Agreement with SILGAN CORPORATION, dated as of June 28, 2002,
(the "Credit Agreement"), as proxy with full power of substitution, and hereby
authorizes Agent to represent and vote its interest as a lender under the Credit
Agreement held of record by the undersigned on the date of exercise hereof with
respect to all matters relating to the Credit Agreement and all amendments
thereto. Notwithstanding the preceding sentence, Agent shall cast or not cast
any and all such votes strictly in proportion to the votes cast or not cast by
all other lenders under the Credit Agreement, and any vote not cast in
accordance with this sentence shall be null and void. This proxy shall expire
and be of no further effect on July 14, 2004.
Date: July 12, 2004
Bryn Mawr CLO, Ltd.
By: Deerfield Capital Management LLC as its
Collateral Manager
By: /s/ Peter Sakon
-----------------------------------
Title: Vice President