Exhibit 10.1
THIRD AMENDMENT TO CREDIT AGREEMENT
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THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
December 19, 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
30 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 :
- - - - - - - - - -
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. The last sentence of Section 1.01(c) of the Credit Agreement is hereby
restated in its entirety as follows:
"In addition to the foregoing, in the case of Canadian Term Loans, such
Incremental Term Loans (x) shall be denominated solely in Canadian Dollars,
and (y) shall, at the option of the Canadian Incremental Term Loan
Borrower, be incurred and maintained as, and/or converted into, Canadian
Prime Rate Loans or B/A Discount Rate Loans, provided that all Canadian
Term Loans made as part of the same Borrowing under the respective Tranche
shall, unless otherwise specifically provided herein, be of the same Type."
2. Section 1.03(a) of the Credit Agreement is hereby amended by (i)
deleting the text "Canadian Incremental Term Loans" each place such text appears
in clauses (w) and (x) of the first sentence thereof and inserting the text
"Canadian Term Loans" in lieu thereof in each such place and (ii) deleting
clause (vi)(y) of the the second sentence thereof and inserting the following
new clause (vi)(y) in lieu thereof:
"(y) in the case of Canadian Term Loans under a given Tranche, whether such
Canadian Term Loans being made pursuant to such Borrowing are to be
initially maintained as Canadian Prime Rate Loans or, to the extent
permitted hereunder, B/A Discount Rate Loans,".
3. Section 1.04 of the Credit Agreement is hereby amended by deleting the
text "any Canadian Incremental Term Loan" appearing in the proviso to the third
sentence of said Section and inserting the text "any Canadian Term Loan" in lieu
thereof.
4. Section 1.06 of the Credit Agreement is hereby amended by (i) deleting
the text "Canadian Incremental Term Loans" each place such text appears therein
and inserting the text "Canadian Term Loans" in lieu thereof in each such place,
(ii) deleting the text "Canadian Incremental Term Loan" each place such text
appears therein and inserting the text "Canadian Term Loan" in lieu thereof in
each such place and (iii) deleting the text "Canadian Incremental Loans"
appearing in the third sentence thereof and inserting the text "Canadian Term
Loans" in lieu thereof.
5. Section 1.08(b) of the Credit Agreement is hereby amended by (i)
deleting the text "Canadian Incremental Term Loans" appearing therein and
inserting the text "Canadian Term Loans" in lieu thereof and (ii) deleting the
text "Canadian Incremental Term Loan" appearing therein and inserting the text
"Canadian Term Loan" in lieu thereof.
6. Section 1.08(c) of the Credit Agreement is hereby amended by deleting
the text "Canadian Incremental Term Loans" each place such text appears therein
and inserting the text "Canadian Term Loans" in lieu thereof in each such place.
7. Section 1.09 of the Credit Agreement is hereby amended by (i) deleting
the text "Canadian Incremental Term Loans" each place such text appears therein
and inserting the text "Canadian Term Loans" in lieu thereof in each such place
and (ii) inserting the word "applicable" immediately before the text "Canadian
Incremental Term Loan Lender" appearing therein.
8. Section 1.14(a) of the Credit Agreement is hereby amended by (i)
deleting the proviso appearing at the end of clause (iv) of the proviso to said
Section and inserting the following new proviso in lieu thereof:
"provided that, in the case of each Tranche of Canadian Term Loans, such
minimum aggregate amount may equal the Dollar Equivalent of Cdn.
$45,000,000,"
and (ii) deleting the proviso appearing at the end of clause (v) of the proviso
to said Section and inserting the following new proviso in lieu thereof:
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"provided, however, (x) 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 plus (III) the
Dollar Equivalent of Cdn. $45,000,000 (as determined at the time that the
Canadian B Incremental Term Loan Commitments are obtained) to the extent
that the Canadian B Incremental Term Loans to be incurred pursuant to said
Commitments are fully funded on or prior to December 31, 2006,"
and (iii) deleting the text "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," 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, the Foreign White Cap
Incremental Term Loans incurred pursuant to the Foreign White Cap
Incremental Term Loan Commitment Agreement and the Canadian B Incremental
Term Loans incurred pursuant to the Canadian B Incremental Term Loan
Commitment Agreement,".
9. Section 1.15(a) of the Credit Agreement is hereby amended by deleting
the proviso appearing at the end of clause (iv) of the proviso to said Section
and inserting the following new proviso 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 plus (III) the
Dollar Equivalent of Cdn. $45,000,000 (as determined at the time that the
Canadian B Incremental Term Loan Commitments are obtained) to the extent
that the Canadian B Incremental Term Loans to be incurred pursuant to said
Commitments are fully funded on or prior to December 31, 2006,".
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10. Section 4.01(a) of the Credit Agreement is hereby amended by (i)
deleting the text "(other than Canadian Incremental Term Loans)" appearing in
clause (iii) of said Section and inserting the text "(other than Canadian Term
Loans)" in lieu thereof and (ii) deleting the text "and (y) any voluntary
prepayments of Canadian Incremental Term Loans pursuant to this Section 4.01(a)
which are made in 2005, 2006 or 2007 shall be applied to the respective
Incremental Term Loans Scheduled Repayment which is due on December 31, 2008)"
appearing in clause (v) of said Section and inserting the following text in lieu
thereof:
", (y) any voluntary prepayments of Canadian Incremental Term Loans
pursuant to this Section 4.01(a) which are made in 2005, 2006 or 2007 shall
be applied to the respective Incremental Term Loans Scheduled Repayment of
such Tranche which is due on December 31, 2008) and (z) any voluntary
prepayments of Canadian B Incremental Term Loans pursuant to this Section
4.01(a) which are made in 2006, 2007 or 2008 shall be applied to the
respective Incremental Term Loans Scheduled Repayment of such Tranche which
is due on December 31, 2009)".
11. Section 4.02(f) of the Credit Agreement is hereby amended by deleting
the text "Canadian Incremental Term Loans" each place such text appears therein
and inserting the text "Canadian Term Loans" in lieu thereof in each such place.
12. Section 4.02(g) of the Credit Agreement is hereby amended by deleting
the text "Canadian Incremental Term Loans" each place such text appears therein
and inserting the text "Canadian Term Loans" in lieu thereof in each such place.
13. Section 4.02(k) of the Credit Agreement is hereby restated in its
entirety as follows:
"(k)(I) Except as otherwise provided in sub-clause (II) below, any amount
required to be applied pursuant to this Section 4.02(k) shall be applied
(i) first, as a mandatory repayment of the then outstanding principal
amount of Term Loans, (ii) second, to the extent in excess of the amount
required to be applied pursuant to the preceding clause (i), as a mandatory
reduction to the Total Incremental Term Loan Commitment for each Tranche of
Incremental Term Loans and (iii) third, to the extent in excess of the
amount required to be applied pursuant to the preceding clauses (i) and
(ii), as a mandatory reduction to the Total Revolving Loan Commitment. The
amount to be applied to repay principal of outstanding Term Loans shall be
allocated among each of the Tranches of Term Loans on a pro rata basis,
with each Tranche of Term Loans to be allocated its Term Loan Percentage of
the amount of such prepayment and with the amount allocated to each such
Tranche of Term Loans to be applied (1) first, to reduce the Term Loan
Scheduled Repayment of each such Tranche of Term Loans which is due on
December 31 of the year in which such repayment is made (it being
understood that (x) any mandatory repayments of A Term Loans which are
required to be applied pursuant to this Section 4.02(k) in 2005 or 2006
shall be applied to the A Term Loan Scheduled Repayment which is due on
December 31, 2007, (y) any mandatory prepayments of Canadian Incremental
Term Loans pursuant to this
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Section 4.01(a) which are made in 2005, 2006 or 2007 shall be applied to
the respective Incremental Term Loans Scheduled Repayment of such Tranche
which is due on December 31, 2008 and (z) any mandatory prepayments of
Canadian B Incremental Term Loans pursuant to this Section 4.01(a) which
are made in 2006, 2007 or 2008 shall be applied to the respective
Incremental Term Loans Scheduled Repayment of such Tranche which is due on
December 31, 2009) and (2) second, to the extent in excess thereof, to
reduce the then remaining Term Loan Scheduled Repayments of each such of
Tranche of Term Loans on a pro rata basis (based upon the then remaining
principal amounts of such Term Loan Scheduled Repayments of such Tranche of
Term Loans after giving effect to all prior reductions thereto).
Notwithstanding anything to the contrary contained above in this Section
4.02(k), (A) in no case will the aggregate amount of mandatory repayments
of Canadian Incremental Term Loans or Canadian B Incremental Term Loans
made (or required to be made) pursuant to Sections 4.02(d), (e), (h), (i)
and (j) during the applicable Canadian Five-Year Period exceed 25% of the
initial aggregate principal amount of the Canadian Term Loans of the
respective Tranche and (B) to the extent that the aggregate amount of
mandatory repayments of Canadian Incremental Term Loans or Canadian B
Incremental Term Loans made (or that otherwise would be required to be
made) pursuant to Sections 4.02(d), (e), (h), (i) and (j) during the
applicable Canadian Five-Year Period exceeds 25% of the initial aggregate
principal amount of the Canadian Term Loans of the respective Tranche, an
amount equal to the Dollar Equivalent of such excess shall be applied as a
mandatory repayment of the other Tranches of Term Loans in accordance with
the provisions set forth above in this Section 4.02(k) (but, for this
purpose, determined as if no Canadian Term Loans of such Tranche were
outstanding at the time of such repayment).
(II) Each amount required to be used to make an offer to repay Canadian
Term Loans pursuant to Sections 4.02(f) and (g) in accordance with this
Section 4.02(k) (with any such offer to prepay being herein called an
"Offer to Prepay Canadian Term Loans") shall be subject to the following
requirements: (A) the Canadian Incremental Term Loan Borrower shall deliver
a notice (each, an "Offer to Prepay Notice") to the Administrative Agent
(for distribution to the applicable Canadian Incremental Term Loan Lenders)
irrevocably and unconditionally offering to prepay Canadian Term Loans made
by such Canadian Incremental Term Loan Lenders in an aggregate amount equal
to the Term Loan Percentage allocated to the respective Tranche of Canadian
Term Loans of the Net Sale Proceeds of the respective Asset Sale or the Net
Insurance Proceeds of the respective Recovery Event, as the case may be,
giving rise to such Offer to Prepay Canadian Term Loans pursuant to Section
4.02(f) or (g), as the case may be, which notice shall set forth (i) the
date of the proposed consummation of such Offer to Prepay Canadian Term
Loans (which shall be no later than the fifth Business Day following
delivery of the respective Offer to Prepay Notice), (ii) the last Business
Day on which such Offer to Prepay Canadian Term Loans may be accepted or
declined (which shall in no event be later than the date occurring three
Business Days after the date of delivery of such Offer to Prepay Notice)
and (iii) the aggregate principal amount of the Canadian Term Loans of such
Tranche subject to such
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Offer to Prepay Canadian Term Loans; and (B) on or prior to the last
Business Day on which such Offer to Prepay Canadian Term Loans may be
accepted or declined, the Canadian Incremental Term Loan Borrower shall
repay Canadian Term Loans of the respective Tranche subject to the
respective Offer to Prepay Canadian Term Loans, with such prepayment of
Canadian Term Loans to be applied in accordance with the requirements of
sub-clause (I) above; provided, however, to the extent that any Canadian
Incremental Term Loan Lender declines such Offer to Prepay Canadian Term
Loans, the aggregate amount of such Net Sale Proceeds or Net Insurance
Proceeds that otherwise would have been applied to the respective Tranche
of Canadian Term Loans of such Canadian Incremental Term Loan Lender shall
instead be applied as a mandatory repayment of the other Tranches of Term
Loans in accordance with the provisions set forth in sub-clause (I) above
(but, for this purpose, determined as if no Canadian Term Loans of such
Tranche were outstanding at the time of such repayment). Each Canadian
Incremental Term Loan Lender, the Administrative Agent and the Canadian
Incremental Term Loan Borrower hereby agree that nothing in this Agreement
shall be understood to mean or suggest that the Canadian Term Loans subject
to an Offer to Prepay Canadian Term Loans constitute "securities" for
purposes of either the Securities Act or the Securities Exchange Act."
14. Section 4.02(m) of the Credit Agreement is hereby amended by deleting
the text "Canadian Incremental Term Loans" appearing therein and inserting the
text "Canadian Term Loans" in lieu thereof.
15. Section 5.04(b) of the Credit Agreement is hereby amended by inserting
the text "and the Third Amendment, dated as of December 19, 2006, in each case"
immediately after the text "December 19, 2005," appearing therein in sub-clause
(i) of the second sentence thereof.
16. Section 6.10(a) of the Credit Agreement is hereby amended by inserting
the following proviso at the end of the second sentence thereof:
"; provided, however, all proceeds of the Canadian B Incremental Term Loans
shall be used solely to finance, in part, the Cousins Acquisition and to
pay the fees and expenses incurred in connection therewith and in
connection with the Canadian B Incremental Term Loan Commitments".
17. Section 8.04(xviii) of the Credit Agreement is hereby amended by
deleting the proviso appearing therein and inserting the following new proviso
in lieu thereof:
"provided that (x) 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 (y) all such Indebtedness may be guaranteed on an
unsecured basis by Silgan".
18. Section 8.06(ix) of the Credit Agreement is hereby amended by inserting
the text "and license agreements" immediately after the text "franchise
agreements" appearing therein.
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19. The definition of "Alternate Currency Incremental Term Loan" appearing
in Section 10.01 of the Credit Agreement is hereby amended by deleting the text
"Canadian Incremental Term Loan" appearing in said definition and inserting the
text "Canadian Term Loan" in lieu thereof.
20. The definition of "B/A Discount Rate Loan" appearing in Section 10.01
of the Credit Agreement is hereby restated in its entirety as follows:
"B/A Discount Rate Loan" shall mean any Canadian Term Loan bearing interest
at a rate determined by reference to the B/A Discount Rate.
21. The definition of "Business Day" appearing in Section 10.01 of the
Credit Agreement is hereby amended by deleting the text "Canadian Incremental
Term Loans" appearing in clause (iii) of said definition and inserting the text
"Canadian Term Loans" in lieu thereof.
22. The definition of "Canadian Five-Year Period" appearing in Section
10.01 of the Credit Agreement is hereby restated in its entirety as follows:
"Canadian Five-Year Period" shall mean (i) in the case of the Canadian
Incremental Term Loans, the period beginning on the Canadian Incremental
Term Loan Borrowing Date and ending on the five-year anniversary thereof
and (ii) in the case of the Canadian B Incremental Term Loans, the period
beginning on the Canadian B Incremental Term Loan Borrowing Date and ending
on the five-year anniversary thereof.
23. The definition of "Canadian Incremental Term Loan Lender" appearing in
Section 10.01 of the Credit Agreement is hereby restated in its entirety as
follows:
"Canadian Incremental Term Loan Lender" shall mean each Lender holding any
Canadian Term Loan and/or any Canadian Term Loan Commitment.
24. The definition of "Canadian Prime Rate Loans" appearing in Section
10.01 of the Credit Agreement is hereby amended by deleting the text "Canadian
Incremental Term Loan" appearing in said definition and inserting the text
"Canadian Term Loan" in lieu thereof.
25. The definition of "Euro Rate" appearing in Section 10.01 of the Credit
Agreement is hereby amended by deleting the text "Canadian Incremental Term
Loan" appearing in said definition and inserting the text "Canadian Term Loan"
in lieu thereof.
26. The definition of "Euro Rate Loan" appearing in Section 10.01 of the
Credit Agreement is hereby amended by deleting the text "Canadian Incremental
Term Loan" appearing in said definition and inserting the text "Canadian Term
Loan" in lieu thereof.
27. The definition of "Offer to Prepay Canadian Incremental Term Loans"
appearing in Section 10.01 of the Credit Agreement is hereby deleted in its
entirety.
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28. The definition of "Tranche" appearing in Section 10.01 of the Credit
Agreement is hereby amended by inserting the text "Revolving Loans," immediately
after the text "B Term Loans," appearing therein.
29. The definition of "Type" appearing in Section 10.01 of the Credit
Agreement is hereby amended by deleting the text "Canadian Incremental Term
Loan" each place such text appears therein and inserting the text "Canadian Term
Loan" in lieu thereof in each such place.
30. Section 10.01 of the Credit Agreement is hereby further amended by
inserting the following new definitions in the appropriate alphabetical order:
"Canadian B Incremental Term Loan Borrowing Date" shall mean the date upon
which the Canadian Incremental Term Loan Borrower incurs the Canadian B
Incremental Term Loans.
"Canadian B Incremental Term Loan Commitment Agreement" shall mean the
Incremental Term Loan Commitment Agreement to be entered into on or prior
to December 31, 2006 among Silgan, the Canadian Incremental Term Loan
Borrower, the 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.
"Canadian B Incremental Term Loan Commitments" shall mean the Incremental
Term Loan Commitments of the applicable Canadian Incremental Term Loan
Lenders provided to, and obtained by, the Canadian Incremental Term Loan
Borrower pursuant to the Canadian B Incremental Term Loan Commitment
Agreement.
"Canadian B Incremental Term Loans" shall mean the Tranche of Incremental
Term Loans made pursuant to the Canadian B Incremental Term Loan Commitment
Agreement.
"Canadian Term Loan Commitments" shall mean the Canadian Incremental Term
Loan Commitments and the Canadian B Incremental Term Loan Commitments.
"Canadian Term Loan" shall mean each Canadian Incremental Term Loan and
each Canadian B Incremental Term Loan.
"Cousins Acquisition" shall mean the acquisition by Silgan Plastics Canada
of various assets of Cousins-Currie Ltd.
"Offer to Prepay Canadian Term Loans" shall have the meaning provided in
Section 4.02(k)(II).
31. Section 12.04(b) of the Credit Agreement is hereby amended by deleting
clause (vi) of said Section in its entirety and inserting the following new
clause (vi) in lieu thereof:
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"(vi) for the avoidance of doubt, no assignment of Canadian Term Loans or
Canadian Term Loan Commitments shall constitute or be deemed to constitute
a new obligation of the Canadian Incremental Term Loan Borrower as a result
of such assignment".
32. Section 12.07(d) of the Credit Agreement is hereby amended by deleting
the text "Canadian Incremental Term Loans" appearing therein and inserting the
text "Canadian Term Loans" in lieu thereof.
B. Miscellaneous Provisions
------------------------
1. Silgan represents and warrants that, except for the Canadian Incremental
Term Loans and the Foreign White Cap Incremental Term Loans, neither it nor any
of its Subsidiaries has incurred any Incremental Term Loans pursuant to Section
1.14 of the Credit Agreement or any Incremental Revolving Loan Commitments
pursuant to Section 1.15 of the Credit Agreement, in either case prior to the
Third 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 Third 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 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 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 "Third Amendment
Effective Date") when:
(a) each Borrower and the Required Lenders shall have signed a counterpart
hereof (whether the same or different counterparts) and shall have
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delivered (including by way of telecopier) same to the Administrative Agent
at the applicable Notice Office; and
(b) the closing of the Cousins Acquisition shall have been (or
concurrently with the incurrence of the Canadian B Incremental Term Loans
shall be) consummated.
7. From and after the Third 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 Third Amendment Effective Date.
* * *
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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/ Frank W. Hogan, 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/ Frank W. Hogan, III
--------------------------------------------
Title: Vice President and Secretary
DEUTSCHE BANK AG NEW YORK BRANCH,
Individually and as Administrative Agent
By: /s/ Evelyn Thierry
---------------------------------------
Title: Vice President
By: /s/ Susan LeFevre
---------------------------------------
Title: Director
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SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE CREDIT
AGREEMENT, DATED AS OF DECEMBER 19, 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
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK BRANCH
By: /s/ Betty Mills
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Title: Executive Director
By: /s/ Brett Delfino
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Title: Executive Director
RZB FINANCE LLC
By: /s/ John A. Valiska
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Title: First Vice President
By: /s/ Astrid Wilke
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Title: Vice President
COBANK, ACB
By: /s/ S. Richard Dill
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Title: Vice President
THE BANK OF NEW YORK
By: /s/ Kenneth P. Sneider, Jr.
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Title: Vice President
NORTH FORK BUSINESS CAPITAL
CORPORATION
By: /s/ Ron Walker
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Title: Vice President
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BNP PARIBAS (CANADA)
By: /s/ Andrew Sclater
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Title: Vice President
By: /s/ Don R. Lee
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Title: Managing Director
ING CAPITAL LLC
By: /s/ Gil Kirkpatrick
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Title: Director
SOVEREIGN BANK
By: /s/ Dexter Freeman
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Title: Senior Vice President
U.S. BANK N.A.
By: /s/ M. Scott Donaldson
----------------------------------------
Title: Vice President
DEUTSCHE BANK AG, CANADA BRANCH
By: /s/ Robert A. Johnston
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Title: Vice President
By: /s/ Marcellus Leung
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Title: Assistant Vice President
MORGAN STANLEY BANK
By: /s/ Jaap Tonckens
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Title: Authorized Signatory
CITIBANK, N.A.
By: /s/ James M. Buchanan
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Title: Vice President
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AIB DEBT MANAGEMENT LIMITED
By: /s/ Joseph Augustini
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Title: Senior Vice President
By: /s/ Roisin O'Connell
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Title: Vice President
Investment Advisor to AIB Debt
Management, Limited
ALLIED IRISH BANKS, P.L.C.
By: /s/ Joseph Augustini
----------------------------------------
Title: Senior Vice President
By: /s/ Roisin O'Connell
----------------------------------------
Title: Vice President
NATIONAL CITY BANK
By: /s/ Michael Pearl
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Title: Assistant Vice President
LASALLE COMMERCIAL LENDING, A DIVISION
OF ABN AMRO BANK N.V.
By: /s/ Nazmin Adatia
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Title: Vice President
By: /s/ Darcy Mack
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Title: First Vice President
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DZ BANK AG DEUTSCHE ZENTRAL-
GENOSSENSCHAFTSBANK, FRANKFURT AM
MAIN
By: /s/ James A. Kyprios
------------------------------------------
Title: Vice President
By: /s/ Paul Fiztpatrick
------------------------------------------
Title: Vice President
PEOPLE'S BANK
By: /s/ Francis J. McGinn
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Title: Vice President
1st FARM CREDIT SERVICES
By: /s/ Dale A. Richardson
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Title: Vice President, Illinois Capital Markets
FORTIS CAPITAL CORP.
By: /s/ Douglas V. Riahi
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Title: Managing Director
By: /s/ Kerri Fox
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Title: Managing Director
COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
By: /s/ Robert S. Taylor
------------------------------------------
Title: Senior Vice President
By: /s/ Eric J. Rogowski
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Title: Assistant Treasurer
BANK OF TOKYO-MITSUBISHI UFJ TRUST
COMPANY (f/k/a BANK OF TOKYO-MITSUBISHI
TRUST COMPANY)
By: /s/ Karen A. Brinkman
------------------------------------------
Title: Vice President
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BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH
(f/k/a UFJ BANK LIMITED)
By: /s/ Karen A. Brinkman
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Title: Vice President
MIZUHO CORPORATE BANK, LTD.
By: /s/ Robert Gallagher
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Title: Team Leader & Senior Vice President
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
By: /s/ Brandon A. Meyerson
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Title: Vice President
By: /s/ Bryan J. Lynch
------------------------------------------
Title: First Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Robert G. McGill Jr.
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Title: Director
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Tawny J. Palovchik
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Title: Investment Banking Officer
UNITED OVERSEAS BANK LIMITED, NY
AGENCY
By: /s/ George Lim
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Title: FVP & General Manager
By: /s/ Mario Sheng
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Title: AVP
17
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ Anthony Rock
------------------------------------------
Title: Vice President
By: /s/ Brian O'Leary
------------------------------------------
Title: Vice President
BNP PARIBAS
By: /s/ Berangere Allen
------------------------------------------
Title: Vice President
By: /s/ Nuala Marley
------------------------------------------
Title: Managing Director
BANK OF AMERICA, N.A.
By: /s/ Colleen Briscoe
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Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Lincoln Schoff
------------------------------------------
Title: Senior Vice President
BANK LEUMI USA
By: /s/ Juong Hee Hong
------------------------------------------
Title: First Vice President
GE CANADA FINANCE HOLDING COMPANY
By: /s/ Dan Billard
------------------------------------------
Title: Duly Authorized Signatory
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Amanda J. van Heyst
------------------------------------------
Title: Duly Authorized Signatory
18
FCS FINANCIAL, FCLA, formerly known as FARM
CREDIT SERVICES OF MISSOURI, FCLA
By: /s/ Lee Fuchs
------------------------------------------
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Dacry L. Salinger
------------------------------------------
Title: Vice President
19
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 WHITE CAP AMERICAS 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/ Frank W. Hogan, III
--------------------------------------------------
Title: Vice President and Secretary
20