THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

EXECUTION VERSION

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 9, 2021, among SILGAN HOLDINGS INC., a Delaware corporation (“Silgan”), SILGAN CONTAINERS LLC, a Delaware limited liability company (“Containers”), SILGAN PLASTICS LLC, a Delaware limited liability company (“Plastics”), SILGAN CONTAINERS MANUFACTURING CORPORATION, a Delaware corporation (“Manufacturing”), SILGAN INTERNATIONAL HOLDINGS B.V., a private company with limited liability incorporated under the laws of The Netherlands (“Silgan International B.V.”, and together with Silgan, Containers, Plastics and Manufacturing, the “Borrowers” and each individually, “Borrower”), the Guarantors (as defined in the Credit Agreement referred to below) party hereto, the Lenders (including any Departing Lenders and/or New Lenders, each as defined below) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement (after giving effect to this Amendment, the “Amended Credit Agreement”) referred to below.

W I T N E S S E T H:

WHEREAS, the Borrowers, Silgan Plastics Canada Inc., an Ontario corporation (“Silgan Canada”), the lenders party thereto (the “Lenders”), the Administrative Agent and the other parties thereto have entered into that certain Amended and Restated Credit Agreement, dated as of March 24, 2017 (as amended prior to the date hereof, the “Credit Agreement”);

WHEREAS, the Borrowers have requested that the Administrative Agent and the Lenders specifically acknowledge and release (a) Silgan Canada as a Borrower and as a Credit Party under the Credit Agreement and (b) Silgan Canada, 827599 Ontario Inc., an Ontario corporation (“827599”), 828745 Ontario Inc., an Ontario corporation (“828745”) Portola Packaging Canada Ltd. / Emballages Portola Canada Ltée, a British Columbia limited liability company (“Portola”), Silgan Dispensing Systems Canada Ltd., an Ontario corporation (“Silgan Dispensing Canada”, together with Silgan Canada, 827599, 828745 and Portola, the “Released Canadian Parties”) from their obligations under (i) the Credit Agreement, (ii) the Canadian Pledge Agreement (as defined in the Credit Agreement prior to giving effect to this Amendment) and (iii) the Canadian Borrowers/Subsidiaries Guarantee (as defined in the Credit Agreement prior to giving effect to this Amendment);

WHEREAS, the Borrowers have requested, and subject to the terms and conditions set forth herein, the Administrative Agent and each of the undersigned Lenders party hereto as a “Consenting Lender” and including the New Lenders (collectively, the “Consenting Lenders”) have agreed, to certain modifications of the Credit Agreement as set forth herein; and

WHEREAS, the Lenders identified on the signature pages hereto as “Departing Lenders” (the “Departing Lenders”) have agreed to assign their Commitments and Loans pursuant to the terms hereof;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

SECTION 1. Amendments to Credit Agreement. As of the Third Amendment Effective Date (defined below), and subject to and in accordance with the terms and conditions set forth herein:

(a) General Amendments to Credit Agreement. The body of the Credit Agreement is hereby amended to (a) delete the stricken text (indicated textually in the same manner as the following example:

~~stricken text~~), (b) to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) and (c) move the green double-underlined text (indicated textually in the same manner as the following example: double-underlined text), in each case, as set forth in the Amended Credit Agreement attached hereto as Annex A.

(b) Amendment to Exhibits. (i) Exhibit B-2 (Form of Canadian A Term Note), Exhibit B-6 (Form of Canadian Revolving Note), Exhibit F-2 (Form of Canadian Borrowers/Subsidiaries Guarantee) and Exhibit H (Form of Canadian Pledge Agreement) are hereby deleted in their entirety, (ii) Exhibit A-1 (Form of Notice of Borrowing), Exhibit A-2 (Form of Notice of Conversion/Continuation) and Exhibit B-1 (Form of US A-1 Term Note) are hereby amended and restated in their entirety in the forms attached hereto as Annex B and (iii) a new Exhibit B-2 (Form of US A-2 Term Note) is hereby added in the form attached hereto as Annex B.

(c) Amendments to Schedules. The Credit Agreement is hereby amended to amend and restate the Schedules thereto as set forth on Annex C attached hereto.

SECTION 2. Acknowledgement and Confirmation. Each of the Credit Parties party hereto hereby agrees that with respect to each Credit Document to which it is a party, after giving effect to the Amendment and the transactions contemplated hereunder:

(a) all of its obligations, liabilities and indebtedness under such Credit Document, including guarantee obligations, shall, except as expressly set forth herein or in the Amended Credit Agreement, remain in full force and effect on a continuous basis; and

(b) subject to Section 5 of this Amendment, all of the Liens and security interests created and arising under such Credit Document remain in full force and effect on a continuous basis, and the perfected status and priority to the extent provided for in Section 7.05 of the Amended Credit Agreement of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged as collateral security for the Obligations, to the extent provided in such Credit Documents.

SECTION 3. Conditions of Effectiveness of this Amendment. This Amendment shall become effective on the date when the following conditions shall have been satisfied or waived (such date, the “Third Amendment Effective Date”):

(a) The Administrative Agent’s receipt of the following, each of which shall be an original or facsimile (followed promptly by an original) unless otherwise specified, each properly executed by a responsible officer of the signing Credit Party and each in form and substance reasonably satisfactory to the Administrative Agent:

(i) this Amendment, duly executed by the Borrowers, the Guarantors existing as of the Third Amendment Effective Date, the Administrative Agent, the Lenders and any Departing Lenders,

(ii) a certificate of a responsible officer of each Credit Party (other than any Released Canadian Party) certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Credit Documents to which it is a party and certifying that (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party have not been amended since the date of the last delivered certificate of such Credit Party, or if they have been amended, attached thereto are true, correct and complete copies of the same, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of

incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party have not been amended since the date of the last delivered certificate of such Credit Party, or if they have been amended, attached thereto are true, correct and complete copies of the same, (C) attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the Amended Credit Agreement and (D) attached thereto is a true, correct and complete copy of such certificates of good standing (including bring down certificates) from the applicable secretary of state of the state of incorporation, organization or formation (or equivalent), as applicable, of each Credit Party;

(iii) opinions from (A) Jenner & Block LLP, counsel to the Credit Parties, (B) Loyens & Loeff N.V., Dutch counsel to the Credit Parties and (C) Xxxxx Xxxxx, Esq., General Counsel to Silgan, each in form and substance reasonably satisfactory to the Administrative Agent; and

(iv) US A-1 Term Notes, US A-2 Term Notes, Revolving Notes and/or Dutch Revolving Notes, to the extent requested by a Lender.

(b) Payment of all fees and expenses of the Administrative Agent and Xxxxx Fargo Securities, LLC, and in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Third Amendment Effective Date (except as otherwise reasonably agreed to by Silgan), required to be paid on the Third Amendment Effective Date.

(d) Payment by the applicable Lenders of all principal on the Loans owing to the Departing Lenders with respect to the applicable credit facilities, in each case, in connection with the assignments provided in Section 4(a) below.

(e) At least five (5) days prior to the Third Amendment Effective Date, (i) the Administrative Agent and Lenders shall have received all documentation and other information required by regulatory authorities under applicable Anti-Money Laundering Laws (including without limitation, any applicable “know your customer” rules and regulations and the Patriot Act) (to the extent requested by the Administrative Agent or such Lender at least ten (10 days prior to the Third Amendment Effective Date) and (ii) each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Borrower (to the extent requested by the Administrative Agent or such Lender at least ten (10) days prior to the First Amendment Effective Date).

For purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Third Amendment Effective Date specifying its objection thereto.

SECTION 4. Facility Adjustments; Departing Lenders; New Lenders.

(a) Reallocation of Commitments and Loans. Notwithstanding anything to the contrary in the Credit Agreement or the Amended Credit Agreement, each party hereto agrees (i) that on the Third Amendment Effective Date, the Loans and Commitments shall be as set forth on Schedule I attached as

Annex C hereto and as described in the Amended Credit Agreement, (ii) that the requisite assignments, payments and prepayments shall be deemed to be made in such amounts among the Lenders (including the Departing Lenders and the New Lenders) and from each Lender to each other Lender (including each New Lender), with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumptions under the Credit Agreement or otherwise and (iii) to any adjustments to be made to the Register to effectuate such reallocations, assignments, payments and prepayments. In connection therewith, any reallocation among the applicable Lenders (including the Departing Lenders and the New Lenders) resulting from the adjustments of the Loans and Commitments shall all occur on the Third Amendment Effective Date in connection with this Amendment (the “Facility Adjustments”). Notwithstanding anything to the contrary in Section 12.04 of the Credit Agreement or this Amendment, no other documents or instruments, including any Assignment and Assumption, shall be required to be executed in connection with these assignments, payments and prepayments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Third Amendment Effective Date, the Lenders shall make full cash settlement with each other through the Administrative Agent (including in the form of non-pro rata funding by any Lender that has increased its Commitment and/or Loans as of the Third Amendment Effective Date, including, without limitation, in an aggregate amount equal to the outstanding Loans of the Departing Lenders), and the Administrative Agent may make such adjustments between and among the applicable Lenders as are reasonably necessary to effectuate the Facility Adjustments, in each case as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments and Loans, so that the outstanding Loans and Commitments are as set forth on the revised Schedule I attached as Annex C hereto as of the Third Amendment Effective Date.

(b) Waivers. In connection therewith, and any prepayment, repayment or reallocation of Loans on the Third Amendment Effective Date as provided herein, each Lender party hereto (including each Departing Lender) hereby waives any requirement to pay any additional amounts required pursuant to Section 2.11 of the Credit Agreement.

(c) General. Notwithstanding anything to the contrary in the Credit Agreement or the Amended Credit Agreement, each Lender party hereto agrees (i) that the Facility Adjustments provided by this Amendment shall each be effective upon the Third Amendment Effective Date simultaneously with the effectiveness of the amendments set forth in Section 1 above and (ii) that the conditions to effectiveness of the Facility Adjustments and the amendments set forth in Section 1 above are limited to the conditions to the effectiveness of this Amendment on the Third Amendment Effective Date as set forth in Section 3 above.

(d) New Lender Joinder.

(i) Each financial institution identified on the signature pages hereto as a “New Lender” (each a “New Lender”) severally agrees that its respective Commitments and Loans as of the Third Amendment Effective Date shall be as set forth opposite such financial institution’s name on Schedule I attached as Annex C hereto and it will be deemed to be a party to the Amended Credit Agreement as a “Lender” and a “Revolving Lender” for all purposes of the Amended Credit Agreement and the other Credit Documents, and shall have all of the obligations of, and shall be entitled to the benefits of, a Lender and a Revolving Lender under the Amended Credit Agreement.

(ii) By its execution of this Amendment, each New Lender hereby acknowledges, agrees and confirms that, on and after Third Amendment Effective Date:

(A) it has received a copy of the Amended Credit Agreement and such other documents and information as it deems appropriate, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this Amendment and to become a Lender and a Revolving Lender under the Amended Credit Agreement and the other Credit Documents;

(B) it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Lender or any of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon the Amended Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder;

(C) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender and a Revolving Lender; and

(D) it will provide any additional documentation to evidence its status as a Lender and Revolving Lender as of the Third Amendment Effective Date or as required to be delivered by it pursuant to the terms of the Amended Credit Agreement.

SECTION 5. Release of Canadian Credit Parties and Canadian Collateral. The Administrative Agent and each Consenting Lender acknowledges that pursuant to this Amendment, as of the Third Amendment Effective Date:

(a) each Released Canadian Party is hereby released and discharged from all of its obligations and indebtedness, including as a “Borrower”, “Canadian Borrower”, “Canadian Guarantor”, “Canadian Revolving Borrower”, “Canadian Term Loan Borrower”, “Credit Party”, “Foreign Borrower”, “Foreign Credit Party, “Guarantor” and/or “Pledgor”, as applicable, under the Credit Agreement, the Canadian Pledge Agreement, the Canadian Borrowers/Subsidiaries Guarantee and any other Credit Documents to which such Released Canadian Party is a party;

(b) all of the Collateral Agent’s security interests in, and other Liens on, all assets and property of the Released Canadian Parties granted pursuant to the Canadian Pledge Agreement and any other Security Documents to which a Released Canadian Party is a party are hereby terminated and released;

(c) the Collateral Agent authorizes each Borrower or any of their respective agents to cause the deletion of the name of the Collateral Agent as a lender’s loss payee and/or an additional insured on any insurance policy maintained by any of the Released Canadian Parties;

(d) the Collateral Agent agrees to return to the Borrowers (or any designee of the Borrowers) all documents and instruments evidencing pledged debt and all equity certificates pledged by any Released Canadian Party and any other collateral previously delivered in physical form by any Released Canadian Party pursuant to the Credit Documents;

(e) the Canadian Pledge Agreement and the Canadian Borrowers / Subsidiaries Guarantee are hereby terminated and of no further force and effect, and any agreements regarding limited liability company interests executed in connection with the Canadian Pledge Agreement with respect to any

uncertificated equity interests pledged thereunder are hereby terminated and of no further force and effect; and

(f) the Collateral Agent agrees, at the request and expense of the Released Canadian Parties, to execute and deliver, without recourse, representation or warranty, all Uniform Commercial Code, Personal Property Security Act (British Columbia) financing statements and/or Personal Property Security Act (Ontario) financing statements and all other releases or other documents as are reasonably necessary or appropriate for the release of the Liens created under the Canadian Pledge Agreement and deliver such other release documents and take such actions as are necessary or reasonably requested by the Released Canadian Parties to evidence the termination and release of the Liens and security interests securing granted to the Collateral Agent under the Canadian Pledge Agreement.

SECTION 6. Costs and Expenses. Each Borrower hereby reconfirms its obligations pursuant to Section 12.01 of the Amended Credit Agreement to pay and reimburse the Administrative Agent in accordance with the terms thereof.

SECTION 7. Representations and Warranties. To induce the Administrative Agent and the other Lenders (including the New Lenders) to enter into this Amendment, each Credit Party represents and warrants to the Administrative Agent and the other Lenders on and as of the Third Amendment Effective Date that, in each case:

(a) the representations and warranties of each Credit Party set forth in Article VII of the Amended Credit Agreement and in each other Credit Document are true and correct in all material respects on and as of the Third Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and

(b) prior to and immediately after effectiveness of this Amendment, no Default or Event of Default exists and is continuing.

SECTION 8. Reference to and Effect on the Credit Agreement and the Credit Documents.

(a) On and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “herein,” “hereto”, “hereof” and “hereunder” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Credit Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Amended Credit Agreement.

(b) The Credit Agreement and each of the other Credit Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents. Without limiting the generality of the foregoing, the Collateral Documents in effect immediately prior to the date hereof and all of the Collateral described therein in existence immediately prior to the date hereof do and shall continue to secure the payment of all Obligations of the Credit Parties under the Credit Documents, in each case, as amended by this Amendment.

(d) This Amendment shall constitute a “Credit Document” under and as defined in the Amended Credit Agreement.

SECTION 9. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 10. Counterparts. 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. Delivery by facsimile or electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.


BORROWERS:

SILGAN HOLDINGS INC., as US Borrower

By:		/s/ Xxxxx X. Xxxxx, III
Name:		Xxxxx X. Xxxxx, III
Title:		Senior Vice President, General Counsel and Secretary

SILGAN CONTAINERS LLC
SILGAN PLASTICS LLC
SILGAN CONTAINERS MANUFACTURING CORPORATION, as US Borrowers

By:		/s/ Xxxxx X. Xxxxx, III
Name:		Xxxxx X. Xxxxx, III
Title:		Vice President and Secretary

SILGAN INTERNATIONAL HOLDINGS B.V., as a Dutch Borrower

By:		/s/ Xxxxx X. Xxxxx, III
Name:		Xxxxx X. Xxxxx, III
Title:		Authorized Representative

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

Signature Page


GUARANTORS:

SILGAN HOLDINGS INC., as a Guarantor

By:		/s/ Xxxxx X. Xxxxx, III
Name:		Xxxxx X. Xxxxx, III
Title:		Senior Vice President, General Counsel and Secretary

SILGAN HOLDINGS LLC
SILGAN CORPORATION, each as a Guarantor

By:		/s/ Xxxxx X. Xxxxx, III
Name:		Xxxxx X. Xxxxx, III
Title:		Senior Vice President, General Counsel and Secretary

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

Signature Page


SILGAN CONTAINERS LLC SILGAN PLASTICS LLC SILGAN CONTAINERS MANUFACTURING CORPORATION SILGAN CLOSURES INTERNATIONAL HOLDING COMPANY SILGAN EQUIPMENT COMPANY SILGAN PLASTICS CORPORATION SILGAN WHITE CAP LLC SILGAN WHITE CAP CORPORATION SILGAN WHITE CAP AMERICAS LLC SILGAN TUBES HOLDING COMPANY SILGAN IPEC CORPORATION SILGAN PLASTIC FOOD CONTAINERS CORPORATION PORTOLA PACKAGING LLC SILGAN DISPENSING SYSTEMS CORPORATION SILGAN DISPENSING SYSTEMS SLATERSVILLE LLC SILGAN DISPENSING SYSTEMS HOLDINGS COMPANY SILGAN DISPENSING SYSTEMS THOMASTON CORPORATION SILGAN DISPENSING SYSTEMS METAL HOLDINGS CORPORATION SILGAN DISPENSING SYSTEMS METAL REAL ESTATE CORPORATION SILGAN DISPENSING SYSTEMS COVIT AMERICA CORPORATION SILGAN SPECIALTY PACKAGING LLC UNICEP PACKAGING LLC, each as a Guarantor

By:		/s/ Xxxxx X. Xxxxx, III
Name:		Xxxxx X. Xxxxx, III
Title:		Vice President and Secretary

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

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SILGAN HOLDINGS INC., in its capacity as general partner of SILGAN PARTNERSHIP C.V., as a Guarantor

By:		/s/ Xxxxx X. Xxxxx, III
Name:		Xxxxx X. Xxxxx, III
Title:		Senior Vice President, General Counsel and Secretary

SILGAN DISPENSING SYSTEMS NETHERLANDS B.V.
SILGAN INTERNATIONAL HOLDINGS B.V.
SILGAN EUROPE HOLDINGS B.V., each as a Guarantor

By:		/s/ Xxxxx X. Xxxxx, III
Name:		Xxxxx X. Xxxxx, III
Title:		Authorized Representative

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

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XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Collateral Agent, an Issuing Lender and a Consenting Lender

By:		/s/ Xxx Xxxxx
Name:		Xxx Xxxxx
Title:		Managing Director

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

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BANK OF AMERICA, N.A., as a Consenting Lender and an Issuing Lender

By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Director

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

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MIZUHO BANK, LTD., as a Consenting Lender and an Issuing Lender

By:		/s/ Xxxxx XxXxxxxxxxx
Name:		Xxxxx XxXxxxxxxxx
Title:		Executive Director

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

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COBANK, ACB, as a Consenting Lender

By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Vice President

Silgan Holdings Inc.

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XXXXXXX SACHS BANK USA, as a Consenting Lender and an Issuing Lender

By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Authorized Signatory

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

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SUMITOMO MITSUI BANKING CORPORATION, as a Consenting Lender

By:		/s/ Jun Ashley
Name:		Jun Ashley
Title:		Director

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

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BARCLAYS BANK PLC, as a Consenting Lender

By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Director

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

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BNP PARIBAS, as a Consenting Lender

By:		/s/ Xxxxxxx Xxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxx
Title:		Vice President

By:		/s/ Xxxx Xxxx
Name:		Xxxx Xxxx
Title:		Managing Director

Silgan Holdings Inc.

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CAPITAL ONE, N.A., as a Consenting Lender

By:		/s/ Xxxxxxx XxXxxxxx
Name:		Xxxxxxx XxXxxxxx
Title:		Senior Vice President

Silgan Holdings Inc.

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CITIZENS BANK, N.A., as a Consenting Lender

By:		/s/ Chancellor Xxxxxxxx
Name:		Chancellor Xxxxxxxx
Title:		Senior Vice President

Silgan Holdings Inc.

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COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Consenting Lender and an Issuing Lender

By:		/s/ Xxxxxxx XxXxxx
Name:		Xxxxxxx XxXxxx
Title:		Managing Director

By:		/s/ Xxxxxxx Xxx Xxxx
Name:		Xxxxxxx Xxx Xxxx
Title:		Vice President

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

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JPMORGAN CHASE BANK, N.A., as a Consenting Lender

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Authorized Officer

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

Signature Xxxx


XXXXXX XXXXXXX BANK, N.A., as a Consenting Lender

By:		/s/ Xxxxxxx Xxxx
Name:		Xxxxxxx Xxxx
Title:		Authorized Signatory

Silgan Holdings Inc.

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MUFG BANK, LTD., as a Consenting Lender

By:		/s/ Xxxxxx Xxxxxxxxxx
Name:		Xxxxxx Xxxxxxxxxx
Title:		Managing Director

Silgan Holdings Inc.

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PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, as a Consenting Lender

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Senior Vice President

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

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PNC BANK, NATIONAL ASSOCIATION, as a Consenting Lender

By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Senior Vice President

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

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RAIFFEISEN BANK INTERNATIONAL AG, as a Consenting Lender

By:		/s/ Georg Lauringer
Name:		Georg Lauringer
Title:		Director

By:		/s/ Wolfgang Rachbauer
Name:		Wolfgang Rachbauer
Title:		Director

Silgan Holdings Inc.

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TD BANK, N.A., as a Consenting Lender

By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Senior Vice President

Silgan Holdings Inc.

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TRUIST BANK (formerly known as Branch Banking and Trust Company), as a Consenting Lender

By:		/s/ Xxxxxxxx Xxxx
Name:		Xxxxxxxx Xxxx
Title:		Director

Silgan Holdings Inc.

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BANK OF CHINA, NEW YORK BRANCH, as a Consenting Lender

By:		/s/ Xxxxxxx Xxxx
Name:		Xxxxxxx Xxxx
Title:		EVP

Silgan Holdings Inc.

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CITY NATIONAL BANK, as a Consenting Lender

By:		/s/ Xxxx Xxxxxxxx
Name:		Xxxx Xxxxxxxx
Title:		Assistant Vice President

Silgan Holdings Inc.

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FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Consenting Lender

By:		/s/ Xxxxxxxx X. Xxxxx
Name:		Xxxxxxxx X. Xxxxx
Title:		Managing Director

Silgan Holdings Inc.

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THE BANK OF NOVA SCOTIA, as a Consenting Lender

By:		/s/ Xxxxxxxxx Xxxxx
Name:		Xxxxxxxxx Xxxxx
Title:		Managing Director

Silgan Holdings Inc.

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U.S. BANK NATIONAL ASSOCIATION, as a Consenting Lender

By:		/s/ Xxxxxx X Xxxxxx
Name:		Xxxxxx X Xxxxxx
Title:		Assistant Vice President

Silgan Holdings Inc.

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BANCO DE SABADELL, S.A., - MIAMI BRANCH, as a Consenting Lender

By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Head of Corporate Banking

Silgan Holdings Inc.

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XXXXX XXX COMMERCIAL BANK, LTD., NEW YORK BRANCH, as a Consenting Lender

By:		/s/ Xxxxx X.X. Xxx
Name:		Xxxxx X.X. Xxx
Title:		Vice President & General Manager

Silgan Holdings Inc.

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DZ BANK AG, NEW YORK BRANCH, as a Consenting Lender

By:		/s/ Xxxxxx Xxxxxxxxxxx
Name:		Xxxxxx Xxxxxxxxxxx
Title:		Director

By:		/s/ Xxxxxxxxx Xxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxx
Title:		Assistant Vice President

Silgan Holdings Inc.

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THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH, as a Consenting Lender

By:		/s/ Xxxxx Xxx
Name:		Xxxxx Xxx
Title:		SVP

By:		/s/ Xxxxx Xxx
Name:		Xxxxx Xxx
Title:		SVP

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

Signature Page

The undersigned hereby acknowledges and agrees to (a) the updated Commitments and Loans set forth on Schedule I attached as Annex C to this Amendment and (b) the provisions of Section 4 of this Amendment. Upon the occurrence of the Third Amendment Effective Date, the undersigned shall cease to be a Lender under the Credit Agreement and agrees that its Commitment and Loans under the Credit Agreement shall be deemed to be assigned to the Consenting Lenders or New Lenders, as applicable, in accordance with this Amendment, with such assignment being deemed to occur simultaneously with the Third Amendment Effective Date and prior to the amendments set forth herein.


BMO XXXXXX BANK N.A., as a Departing Lender

By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		Managing Director

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

Signature Page


CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Departing Lender

By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Authorized Signatory

By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Authorized Signatory

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

Signature Page


COMPEER FINANCIAL, PCA, as a Departing Lender

By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Director, Capital Markets

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

Signature Page


HSBC BANK USA, NATIONAL ASSOCIATION, as a Departing Lender

By:		/s/ Manoela Anhesim Poletto Xxxxx
Name:		Manoela Anhesim Poletto Xxxxx
Title:		Vice President – Global Banking

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

Signature Page


UNICREDIT BANK AG, NY BRANCH, as a Departing Lender

By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Director

By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Associate Director

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

Signature Page


AGCOUNTRY FARM CREDIT SERVICES, PCA (f/k/a FCS COMMERCIAL FINANCE GROUP for AGCOUNTRY FARM CREDIT SERVICES, PCA Successor by merger to UNITED FCS, PCA d/b/a FCS COMMERCIAL FINANCIAL GROUP), as a Departing Lender

By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President

Silgan Holdings Inc.

Third Amendment to Amended and Restated Credit Agreement

Signature Page

Annex A

[amended Credit Agreement attached]

EXECUTION VERSION

ANNEX A TO THIRD AMENDMENT

Published CUSIP Number: 82704~~EBB1~~EBG0

~~USD~~ Revolving ~~Credit CUSIP Number: 00000XXX0~~

~~CAD Revolving Credit~~Loan CUSIP Number: 00000~~XXX0~~

~~USD~~EBH8

US A-1 Term Loan CUSIP Number: 00000XXX0

US A-2 Term Loan CUSIP Number: 82704~~EBF2~~EBJ4

~~CAD~~ ~~Term Loan CUSIP Number: 00000XXX0~~

AMENDED AND RESTATED CREDIT AGREEMENT~~[¹]~~

(as amended by that certain First Amendment dated as of May 30, 2018, that certain Second Amendment dated as of February 1, 2021 and that certain Third Amendment dated as of November 9, 2021)

among

SILGAN HOLDINGS INC.,

SILGAN CONTAINERS LLC,

SILGAN PLASTICS LLC,

SILGAN CONTAINERS MANUFACTURING CORPORATION,

~~SILGAN PLASTICS CANADA INC.,~~

SILGAN INTERNATIONAL HOLDINGS B.V.,

CERTAIN OTHER BORROWERS,

VARIOUS LENDERS,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

BANK OF AMERICA, N.A.,

~~XXXXXXX XXXXX BANK USA,~~

~~HSBC BANK USA, NATIONAL ASSOCIATION,~~ MIZUHO BANK, LTD,

COBANK, ACB, XXXXXXX SACHS BANK USA

and

~~COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH~~

SUMITOMO MITSUI BANKING CORPORATION,

as Co-Syndication Agents

and

BARCLAYS BANK PLC, BNP PARIBAS, CAPITAL ONE, N.A., CITIZENS BANK, N.A.,

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, JPMORGAN CHASE BANK, N.A.,

~~SUMITOMO MITSUI BANKING CORPORATION~~ XXXXXX XXXXXXX SENIOR FUNDING, INC., MUFG BANK, LTD,

PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION,

RAIFFEISEN BANK INTERNATIONAL AG, TD BANK, N.A.

and

~~COBANK, ACB~~

TRUIST BANK,

as Co-Documentation Agents

¹	~~Conformed for First Amendment dated May 30, 2018 and Second Amendment dated February 1, 2021.~~

EXECUTION VERSION

Dated as of March 24, 2017

XXXXX FARGO SECURITIES, LLC,

~~XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED,~~

~~XXXXXXX SACHS BANK USA,~~

~~HSBC BANK USA, NATIONAL ASSOCIATION~~

BofA SECURITIES, INC.,

MIZUHO BANK, LTD,

COBANK, ACB,

XXXXXXX XXXXX BANK USA

and

~~COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH~~

SUMITOMO MITSUI BANKING CORPORATION,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS


		Page

ARTICLE I	Definitions and Accounting Terms		1

Section 1.01	Defined Terms		1

Section 1.02	Principles of Construction		5361

Section 1.03	Limited Condition Acquisitions		5463

Section 1.04	Rates		5564

Section 1.05	Divisions		5565

ARTICLE II	Amount and Terms of Credit		5665

Section 2.01	Commitments		5665

Section 2.02	Minimum Amount of Each Borrowing		6069

Section 2.03	Notice of Borrowing		6170

Section 2.04	Disbursement of Funds		6271

Section 2.05	Notes		6372

Section 2.06	Conversions		6675

Section 2.07	Pro Rata Borrowings		6776

Section 2.08	Interest		6776

Section 2.09	Interest Periods		6978

Section 2.10	Changed Circumstances; Increased Costs		7081

Section 2.11	Compensation		7488

Section 2.12	Designation of a Different Lending Office		7488

Section 2.13	Replacement of Lenders		7588

Section 2.14	Incremental Term Loan Commitments		7589

Section 2.15	Incremental Revolving Loan Commitments		7992

Section 2.16	Special Sharing and Conversion Provisions Applicable to Lenders Upon the Occurrence of a Sharing Event		8195

Section 2.17	Defaulting Lenders		8598

Section 2.18	Extension of Term Loans~~, Revolving Loan Commitments~~ and ~~Canadian~~ Revolving Loan Commitments		87101

Section 2.19	Cash Collateral		90103

ARTICLE III	Letters of Credit		91104

Section 3.01	Letters of Credit Generally		91104

-i-

TABLE OF CONTENTS

(continued)


		Page

Section 3.02	Minimum Stated Amount		93106

Section 3.03	Letter of Credit Requests		93106

Section 3.04	Letter of Credit Participations		93106

Section 3.05	Agreement to Repay Letter of Credit Drawings		95108

Section 3.06	Increased Costs		96109

Section 3.07	Extended Revolving Loan Commitments		97110

ARTICLE IV	Fees; Commitments; Reductions of Commitments		97110

Section 4.01	Fees		97110

Section 4.02	Voluntary Termination of Revolving Commitments		99111

Section 4.03	Mandatory Reduction or Termination of Commitments		~~100~~112

ARTICLE V	Prepayments; Payments; Commitment Reductions		~~101~~113

Section 5.01	Voluntary Prepayments		~~101~~113

Section 5.02	Mandatory Repayments, Prepayments and Commitment Reductions		~~103~~115

Section 5.03	Method and Place of Payment		~~108~~121

Section 5.04	Taxes		~~109~~121

ARTICLE VI	Conditions Precedent		~~113~~125

Section 6.01	Conditions to Loans on the Effective Date		~~113~~125

Section 6.02	Conditions to Funding of Delayed Draw Term Loan and Limited Condition Revolving Loans		~~116~~128

Section 6.03	Conditions to All Credit Events		~~118~~130

Section 6.04	Additional Revolving Borrowers; Foreign Borrowers; etc.		~~119~~131

Section 6.05	Incremental Term Loans; Incremental Revolving Loan Commitments		~~121~~132

ARTICLE VII	Representations, Warranties and Agreements		~~121~~133

Section 7.01	Organizational Status		~~121~~133

Section 7.02	Power and Authority		~~121~~133

Section 7.03	No Violation		~~122~~133

Section 7.04	Governmental Approvals		~~122~~134

Section 7.05	Security Documents		~~122~~134

Section 7.06	Insurance		~~123~~135

-ii-

TABLE OF CONTENTS

(continued)


		Page

Section 7.07	Financial Statements; Financial Condition; etc		~~123~~135

Section 7.08	Litigation		~~124~~135

Section 7.09	True and Complete Disclosure		~~124~~135

Section 7.10	Use of Proceeds; Margin Regulations		~~124~~136

Section 7.11	Tax Returns and Payments		~~125~~136

Section 7.12	Compliance with ERISA		~~125~~137

Section 7.13	Subordination		~~126~~137

Section 7.14	Subsidiaries		~~126~~137

Section 7.15	Compliance with Statutes; etc.		~~126~~138

Section 7.16	Investment Company Act		~~127~~138

Section 7.17	Labor Relations		~~127~~138

Section 7.18	Patents, Licenses, Franchises and Formulas		~~127~~139

Section 7.19	Anti-Money Laundering Laws, Anti-Corruption Laws and Sanctions		~~127~~139

ARTICLE VIII	Affirmative Covenants		~~128~~139

Section 8.01	Information Covenants		~~128~~139

Section 8.02	Books, Records and Inspections		~~130~~141

Section 8.03	Maintenance of Property; Insurance		~~130~~142

Section 8.04	Franchises		~~130~~142

Section 8.05	Compliance with Statutes; etc.		~~131~~142

Section 8.06	ERISA		~~131~~142

Section 8.07	End of Fiscal Years; Fiscal Quarters		~~132~~143

Section 8.08	Taxes		~~132~~143

Section 8.09	Additional Security; Further Assurances; etc.		~~132~~143

Section 8.10	Foreign Subsidiaries Security		~~133~~144

Section 8.11	Margin Stock		~~134~~145

Section 8.12	Use of Proceeds		~~134~~145

Section 8.13	Maintenance of Corporate Separateness		~~134~~146

Section 8.14	Maintenance of Ratings		~~134~~146

Section 8.15	Release and Reinstatement of Collateral		~~135~~146

-iii-

TABLE OF CONTENTS

(continued)


		Page

Section 8.16	Compliance with Anti-Money Laundering Laws and Beneficial Ownership Regulation		~~135~~146

ARTICLE IX	Negative Covenants		~~135~~147

Section 9.01	Liens		~~135~~147

Section 9.02	Consolidation, Merger, Sale of Assets, etc.		~~138~~150

Section 9.03	Dividends		~~142~~153

Section 9.04	Indebtedness		~~142~~154

Section 9.05	Advances; Investments and Loans		~~147~~159

Section 9.06	Transactions with Affiliates and Unrestricted Subsidiaries		~~150~~161

Section 9.07	Interest Coverage Ratio		~~151~~162

Section 9.08	Total Net Leverage Ratio		~~151~~162

Section 9.09	Limitation on Voluntary Payments and Modifications of Certain Indebtedness; Modifications of Certain Documents; Certificate of Incorporation; By-Laws and Certain Other Agreements; etc.		~~151~~163

Section 9.10	Creation of Subsidiaries and Unrestricted Subsidiaries		~~152~~163

Section 9.11	Limitation on Restrictions on Subsidiary Dividends and Other Distributions		~~153~~165

Section 9.12	Limitation on Issuances of Capital Stock		~~154~~165

Section 9.13	Business		~~154~~166

Section 9.14	Designated Senior Indebtedness		~~154~~166

ARTICLE X	Events of Default		~~154~~166

Section 10.01	Payments		~~154~~166

Section 10.02	Representations, etc.		~~154~~166

Section 10.03	Covenants		~~155~~166

Section 10.04	Default Under Other Agreements		~~155~~166

Section 10.05	Bankruptcy, etc.		~~155~~167

Section 10.06	ERISA		~~155~~167

Section 10.07	Guaranties		~~156~~167

Section 10.08	Security Documents		~~156~~168

Section 10.09	Judgments		~~156~~168

Section 10.10	Change of Control		~~156~~168

-iv-

TABLE OF CONTENTS

(continued)


		Page

Section 10.11	Accounts Receivable Facility		~~156~~168

Section 10.12	Crediting of Payments and Proceeds		~~157~~169

ARTICLE XI	The Administrative Agent; etc.		~~158~~170

Section 11.01	Appointment		~~158~~170

Section 11.02	Nature of Duties		~~158~~170

Section 11.03	Lack of Reliance on the Administrative Agent		~~159~~170

Section 11.04	Certain Rights of the Administrative Agent		~~159~~171

Section 11.05	Reliance		~~159~~171

Section 11.06	Indemnification		~~159~~171

Section 11.07	The Administrative Agent in its Individual Capacity		~~160~~171

Section 11.08	Holders		~~160~~172

Section 11.09	Resignation by the Administrative Agent		~~160~~172

Section 11.10	Collateral Matters		~~161~~172

Section 11.11	Certain ERISA Matters		~~162~~173

Section 11.12	Erroneous Payments		174

ARTICLE XII	Miscellaneous		~~163~~176

Section 12.01	Payment of Expenses, etc.		~~163~~176

Section 12.02	Right of Setoff		~~164~~178

Section 12.03	Notices		~~165~~178

Section 12.04	Successors and Assigns; Participations		~~166~~179

Section 12.05	No Waiver; Remedies Cumulative		~~170~~184

Section 12.06	Payments Pro Rata		~~171~~184

Section 12.07	Calculations: Computations		~~171~~185

Section 12.08	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE		~~173~~186

Section 12.09	Counterparts; Electronic Execution		~~174~~187

Section 12.10	Effectiveness		~~174~~188

Section 12.11	Headings Descriptive		~~175~~188

Section 12.12	Amendment and Waiver; Replacement of Lenders		~~175~~188

Section 12.13	Survival		~~177~~191

-v-

TABLE OF CONTENTS

(continued)


		Page

Section 12.14	Domicile of Loans		~~177~~191

Section 12.15	Confidentiality		~~177~~191

Section 12.16	Register		~~178~~192

Section 12.17	The Patriot Act; Anti-Money Laundering Laws		~~179~~192

Section 12.18	Judgment Currency		~~179~~192

Section 12.19	Euro		~~179~~193

Section 12.20	Immunity		~~180~~193

Section 12.21	Parallel Debt		~~180~~194

Section 12.22	Payments Set Aside		~~180~~194

Section 12.23	Severability of Provisions		~~181~~194

Section 12.24	Acknowledgement and Consent to Bail-In of Affected Financial Institutions		~~181~~194

Section 12.25	Restricted Lenders		~~181~~195

Section 12.26	No Advisory or Fiduciary Responsibility		~~182~~195

Section 12.27	Amendment and Restatement of Existing Credit Agreement		~~182~~196

Section 12.28	Intercreditor Agreements		~~183~~196

Section 12.29	Acknowledgement Regarding Any Supported QFCs		~~183~~197

-vi-

SCHEDULES


Schedule I		Commitments
Schedule II		Existing Letters of Credit
Schedule III		Insurance
Schedule IV		Subsidiaries
Schedule V		Existing Liens
Schedule VI		Existing Indebtedness
Schedule VII		Existing Investments
Schedule VIII		Existing Intercompany Loans
Schedule IX		Notice Addresses
Schedule X		Initial Voting Lender Participants
Schedule XI		ERISA Matters
Schedule XII		LC Commitments
Schedule XIII		~~Restructuring Transactions~~EBITDA Amounts

EXHIBITS
Exhibit A-1		Form of Notice of Borrowing
Exhibit A-2		Form of Notice of Conversion/Continuation
Exhibit B-1		Form of US A-1 Term Note
Exhibit B-2		Form of ~~Canadian~~US A-2 Term Note
Exhibit B-3		[Reserved]
Exhibit B-4		Form of Incremental Term Note
Exhibit B-5		Form of Revolving Note
Exhibit B-6		~~Form of Canadian Revolving Note~~[Reserved]
Exhibit B-7		Form of Dutch Revolving Note
Exhibit B-8		Form of Swingline Note
Exhibit C		Form of Letter of Credit Request
Exhibit D-1		Form of US Tax Compliance Certificate (Non-Partnership Foreign Lenders)
Exhibit D-2		Form of US Tax Compliance Certificate (Non-Partnership Foreign Participants)
Exhibit D-3		Form of US Tax Compliance Certificate (Foreign Participant Partnerships)
Exhibit D-4		Form of US Tax Compliance Certificate (Foreign Lender Partnerships)
Exhibit E-1		Form of Officers’ Certificate
Exhibit E-2		Form of Solvency Certificate
Exhibit F-1		Form of US Borrowers/Subsidiaries Guaranty
Exhibit F-2		~~Form of Canadian Borrowers/Subsidiaries Guarantee~~[Reserved]
Exhibit F-3		Form of Dutch Guarantee
Exhibit G		Form of US Pledge Agreement
Exhibit H		~~Form of Canadian Pledge Agreement~~[Reserved]
Exhibit I		Form of Dutch Pledge Agreement
Exhibit J-1		Form of Election to Become a Revolving Borrower
Exhibit J-2		Form of Election to Become a Foreign Borrower
Exhibit K		Form of Assignment and Assumption Agreement
Exhibit L		Form of Incremental Term Loan Commitment Agreement
Exhibit M		Form of Incremental Revolving Loan Commitment Agreement

-i-

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 24, 2017, among SILGAN HOLDINGS INC., a Delaware corporation (“Silgan”), SILGAN CONTAINERS LLC, a Delaware limited liability company (“Containers”), SILGAN PLASTICS LLC, a Delaware limited liability company (“Plastics”), SILGAN CONTAINERS MANUFACTURING CORPORATION, a Delaware corporation (“Manufacturing”), ~~SILGAN PLASTICS CANADA INC., an Ontario corporation (“~~Silgan Canada~~”),~~ SILGAN INTERNATIONAL HOLDINGS B.V., a private company with limited liability incorporated under the laws of The Netherlands (“Silgan International B.V.”), each other Revolving Borrower party hereto from time to time, each other Incremental Term Loan Borrower party hereto from time to time (together with Silgan, Containers, Plastics, Manufacturing, ~~Silgan Canada,~~ Silgan International B.V. and each other Revolving Borrower, the “Borrowers,” and each individually, a “Borrower”), the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Article I are used herein as so defined.

WITNESSETH:

WHEREAS, subject to and upon the terms and conditions set forth herein, the Lenders are willing to make available to the Borrowers the respective credit facilities provided for herein;

NOW, THEREFORE, IT IS AGREED:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“~~2022 Senior Notes” shall mean Silgan’s 5.50% Senior Notes due 2022 issued pursuant to the 2022 Senior Notes Indenture.~~

“~~2022 Senior Notes Documents” shall mean the 2022 Senior Notes, the 2022 Senior Notes Indentures~~ ~~and each of the other documents executed in connection therewith.~~

“~~2022 Senior~~ ~~~~Notes Indenture~~” shall mean the Indenture, dated as of~~ ~~September 9, 2013, between Silgan and U.S.~~ ~~Bank National Association, as trustee, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.~~

“2025 Senior Notes” shall mean, collectively, Silgan’s 4.75% Dollar Senior Notes due 2025 and 3.25% Euro Senior Notes due 2025 issued pursuant to the 2025 Senior Notes Indenture.

“2025 Senior Notes Documents” shall mean the 2025 Senior Notes, the 2025 Senior Notes Indenture and each of the other documents executed in connection therewith.

“2025 Senior Notes Indenture” shall mean the Indenture, dated as of February 13, 2017, between Silgan., U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent in respect of the Euro notes issued thereunder, and Elavon Financial Services DAC, as registrar and transfer agent in respect of the Euro notes issued thereunder, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“2026 Senior Secured Notes” shall mean Silgan’s 1.40% Senior Secured Notes due 2026 issued pursuant to the 2026 Senior Secured Notes Indenture.

“2026 Senior Secured Notes Documents” shall mean the 2026 Senior Secured Notes, the 2026 Senior Secured Notes Indenture and each of the other documents executed in connection therewith.

“ 2026 Senior Secured Notes Indenture” shall mean the Indenture, dated as of February 10, 2021, among Silgan, the subsidiaries party thereto as “Guarantors” and Xxxxx Fargo Bank National Association, as trustee and collateral agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“Accounts Receivable Facility” shall mean the transactions contemplated by the Accounts Receivable Facility Documents pursuant to which the Designated Credit Parties sell their accounts receivable and related assets to the Receivables Subsidiary for resale by the Receivables Subsidiary as part of a customary asset securitization transaction involving accounts receivable and related assets.

“Accounts Receivable Facility Documents” shall mean the pooling and servicing agreement, the receivables purchase agreement and each of the other documents and agreements entered into in connection with the Accounts Receivable Facility, all of the terms and conditions of which shall be required to be reasonably satisfactory in form and substance to the Agents (it being understood that at least 15 Business Days prior to the entering into of any Accounts Receivable Facility, drafts of the Accounts Receivable Facility Documents with respect thereto shall be distributed to the Agents for their review, and the Agents shall receive all subsequent drafts of such Accounts Receivable Facility Documents).

“Additional Collateral” shall mean any assets or properties of any Credit Party given as collateral pursuant to any Additional Security Document.

“Additional Permitted Dutch Subordinated Indebtedness” shall have the meaning provided in Section 9.04(ix).

“Additional Permitted Dutch Subordinated Indebtedness Documents” shall mean all indentures, securities purchase agreements, note agreements and other documents and agreements entered into in connection with any Additional Permitted Dutch Subordinated Indebtedness.

“Additional Permitted Indebtedness” shall have the meaning provided in Section 9.04(ix).

“Additional Permitted Indebtedness Documents” shall mean all Additional Permitted Dutch Subordinated Indebtedness Documents and all Additional Permitted Silgan Indebtedness Documents.

“Additional Permitted Silgan Indebtedness” shall have the meaning provided in Section 9.04(ix).

“Additional Permitted Silgan Indebtedness Documents” shall mean all indentures, securities purchase agreements, note agreements and other documents and agreements entered into in connection with any Additional Permitted Silgan Indebtedness.

“Additional Security Documents” shall have the meaning provided in Section 8.09(a) and shall include any additional security documentation executed and delivered pursuant to Sections 8.10 and/or 9.10.

“Adjusted Consolidated Net Income” shall mean, for any period, Consolidated Net Income of Silgan and its Subsidiaries for such period plus the amount of all net non-cash charges (including, without limitation, depreciation, amortization, deferred tax expense, non-cash interest expense, write-downs of inventory and other non-cash charges) that were deducted in (or excluded from) arriving at the Consolidated Net Income of Silgan and its Subsidiaries for such period less the amount of all net non-cash gains and gains from sales of assets (other than sales of inventory in the ordinary course of business) that were added in arriving at said Consolidated Net Income for such period.

“Adjusted Eurocurrency Rate” means, as to any Loan denominated in any applicable Currency not bearing interest based on an RFR (which, as of the Third Amendment Effective Date, shall mean Dollars and each of the Currencies identified in clause (a) of the definition of “Currency”, other than Pounds Sterling) for any Interest Period, a rate per annum determined by the Administrative Agent pursuant to the following formula:


Adjusted Eurocurrency Rate =		Eurocurrency Rate for such Currency for such Interest Period
		1.00-Eurocurrency Reserve Percentage

Notwithstanding the foregoing, if the Adjusted Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Administrative Agent” shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor Administrative Agent appointed pursuant to Section 11.09.

“Affected Financial Institution” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling (including, but not limited to, all directors and officers of such Person), controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise.

“Agents” shall mean and include the Administrative Agent ~~and~~, Bank of America, N.A., Mizuho Bank, Ltd, CoBank, ACB, Xxxxxxx Xxxxx Bank USA~~, HSBC Bank USA, National Association, Mizuho Bank, LTD and Coöperatieve Rabobank U.A., New York Branch~~ and Sumitomo Mitsui Banking Corporation, each in its capacity as syndication agent.

“~~Aggregate Canadian RL Exposure” shall mean, at any time, the aggregate principal amount of all Canadian Revolving Loans then outstanding.~~

“Aggregate RL Exposure” shall mean, at any time, the sum of (i) the aggregate principal amount of all Revolving Loans then outstanding (for this purpose, using the Dollar Equivalent of the outstanding principal amount of any Primary Alternate Currency Revolving Loans), (ii) the aggregate outstanding principal amount of all Swingline Loans at such time (for this purpose, using the Dollar Equivalent of any outstanding Euro Denominated Swingline Loan) and (iii) the aggregate amount of all Letter of Credit Obligations at such time.

“Agreement” shall mean this Amended and Restated Credit Agreement, as same may be modified, supplemented, amended, extended or renewed from time to time.

“Xxxxx Acquisition” shall mean the acquisition of (a) Xxxxx Le Tréport, S.A.S., Xxxxx Lacrost, S.A.S., Dispensing Services, S.A.S., Twist Beauty Packaging Holdings Netherlands B.V. (together with its subsidiary) and Xxxxx Beauty Packaging Holding Spain S.L.U. (together with its subsidiary) by Silgan International Holdings B.V., (b) Xxxxx Thomaston Inc. and Xxxxx Metal Holding Corp. (together with its subsidiaries) by Silgan Dispensing Systems Holdings Company, (c) Xxxxx Do Brasil Embalagens LTDA by Silgan Dispensing Systems Brazil Packaging Industry Ltda. and (d) certain assets of Xxxxx Packaging (Suzhou) Co. Ltd. by Silgan Dispensing Systems (Wuxi) Co., Ltd., in each case completed on June 1, 2020.

“Alternate Currency” shall mean each Currency other than Dollars.

“Alternate Currency Incremental Term Loan” shall mean each Incremental Term Loan denominated in an Alternate Currency.

“Alternate Currency Loan” shall mean each Alternate Currency Term Loan, each Canadian Dollar Loan, each Primary Alternate Currency Revolving Loan and each Euro Denominated Swingline Loan, as the context may require.

“Alternate Currency Term Loan” shall mean each Term Loan denominated in an Alternate Currency.

“Announcements” has the meaning assigned thereto in Section 1.04.

“Anti-Corruption Laws” shall mean the FCPA, the United Kingdom Bribery Act of 2010 or any similar applicable anti-corruption and anti-bribery laws or regulations administered or enforced by any Governmental Authority having jurisdiction over Silgan or any of its Subsidiaries.

“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to a Credit Party, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Applicable Commitment Commission Percentage” and “Applicable Margin” shall mean, from and after any Start Date to and including the corresponding End Date, :

(i) with respect to the Commitment Commission and Canadian Commitment Commission, the respective per annum percentage set forth below under the column “Applicable Commitment Commission Percentage”, and (ii) with respect to US A Term Loans, ~~Canadian A Term Loans, Canadian Revolving Loans, Revolving Loans and Swingline Loans,~~ the respective percentage per annum set forth below ~~under the respective Tranche and Type of Loans and (in the case of preceding clauses (i) and (ii))~~and opposite the Total Net Leverage Ratio indicated to have been achieved on an applicable Test Date for such Start Date (as shown in the respective officer’s certificate delivered pursuant to Section 8.01(d) or the first proviso below):


Total Net Leverage Ratio		US A Term Loans, ~~Canadian A Term~~ ~~Loans, Canadian~~		US A Term Loans, ~~Canadian A Term~~ ~~Loans,~~		~~Applicable~~ ~~Commitment~~ ~~Commission~~


	~~Revolving Loans,~~ Revolving Loans and ~~Swingline Loans~~ maintained as Base Rate Loans or Canadian Prime Rate Loans	Canadian Revolving Loans, Revolving ~~Loans and~~ ~~Swingline Loans~~ maintained as ~~Euro~~Eurocurrency Rate Loans or ~~CDOR Rate~~ Transitioned RFR Loans	~~Percentage~~
>~~4.00~~4.25x	~~0.50%~~0.75%	~~1.50%~~1.75%	~~0.30%~~
>~~3.00~~3.25x and <~~4.00~~4.25x	~~0.25%~~0.50%	~~1.25%~~1.50%	~~0.25%~~
<~~3.00~~3.25x	~~0.00%~~0.25%	~~1.00%~~1.25%	~~0.20%~~

; provided, however, that if Silgan fails to deliver the financial statements required to be delivered pursuant to Section 8.01(a) or (b) (accompanied by the officer’s certificate required to be delivered pursuant to Section 8.01(d) showing the applicable Total Net Leverage Ratio on the relevant Test Date) on or prior to the respective date required by such Sections, then the Total Net Leverage Ratio shall be deemed to be greater than ~~4.00:1.00~~4.25:1.00 until such time, if any, as the financial statements required as set forth above and the accompanying officer’s certificate have been delivered showing the Total Net Leverage Ratio for the respective Margin Reduction Period is less than or equal to ~~4.00:1.00~~4.25:1.00 (it being understood that, in the case of any late delivery of the financial statements and officer’s certificate as so required, any reduction in the Applicable ~~Commitment Commission Percentage or in the Applicable~~ Margin shall apply only from and after the date of the delivery of the complying financial statements and officer’s certificate); provided further, that the Applicable ~~Commitment Commission Percentage~~ ~~and the Applicable~~ Margin shall be the respective percentage applicable to a Total Net Leverage Ratio of higher than ~~4.00:1.00~~4.25:1.00 at all times when a Specified Default or an Event of Default is in existence. Notwithstanding anything to the contrary contained in the immediately preceding sentence (other than the further proviso thereof), (A) for the period from the ~~First~~Third Amendment Effective Date through, but not including, the Start Date in respect of Silgan’s fiscal quarter ending ~~June 30~~March 31, ~~2018~~2022, ~~(i)~~ the Applicable Margin for (x) US A Term Loans~~, Canadian A Term Loans, Canadian Revolving Loans,~~ ~~Revolving Loans and Swingline Loans~~ that are maintained as ~~Euro~~Eurocurrency Rate Loans ~~and CDOR Rate Loans, as applicable,~~ shall not be less than 1.50%, and (y) US A Term Loans~~, Canadian A Term Loans, Canadian Revolving Loans,~~ ~~Revolving Loans and Swingline Loans that are maintained as Base Rate Loans and Canadian Prime Rate Loans, as applicable, shall be not less than~~ ~~0.50% and (ii) the Applicable Commitment Commission Percentage shall be 0.30%; ~~provided~~ that, notwithstanding the foregoing, if~~ ~~the Total Net Leverage Ratio~~ ~~calculated for the Test Period ending March 31, 2018 would have resulted in the Applicable Margins and/or~~ ~~the Applicable Commitment Commission Percentage~~ ~~being at a percentage per annum lower~~ that are maintained as Base Rate Loans shall be not less than ~~1.50%,~~ 0.50% ~~and 0.30%, respectively, under the pricing grid set forth above, such lower percentages per annum shall take effect beginning on July 1, 2018 until the next Start Date~~, (B) with respect to each Tranche of Incremental Term Loans (to the extent then outstanding), the Applicable Margin shall be that percentage set forth in, or calculated in accordance with, Section 2.14 and the relevant Incremental Term Loan Commitment Agreement, and (C) the Applicable Margin in respect of ~~Revolving Loans and Swingline Loans~~ ~~made pursuant to any~~any Tranche of Extended ~~Revolving Loan Commitments~~Term Loans shall be the applicable percentages per annum set forth in the relevant Extension Offer~~, (D) the Applicable Margin in respect of~~ ~~Canadian Revolving~~ ~~Loans made~~ ~~pursuant to any Extended~~ ~~Canadian~~ ~~Revolving Loan Commitments shall be the applicable percentages per annum set forth in the relevant Extension Offer~~ ~~and (E) the Applicable~~

M~~argin in respect of any Tranche of Extended Term Loans shall be the applicable percentages per annum set forth in the relevant Extension Offer~~.

(ii) with respect to the Commitment Commission, the respective percentage per annum set forth below in clause (iii) under the column “Applicable Commitment Commission Percentage”, and

(iii) with respect to Revolving Loans and Swingline Loans, the respective percentage per annum set forth below under the respective Tranche and Type of Loans and (including with respect to clause (ii) above) opposite the Total Net Leverage Ratio indicated to have been achieved on an applicable Test Date for such Start Date (as shown in the respective officer’s certificate delivered pursuant to Section 8.01(d) or the first proviso below):


Total Net Leverage Ratio	Revolving Loans and Swingline Loans maintained as Base Rate Loans or Canadian Prime Rate Loans	Revolving Loans maintained as Initial RFR Loans	Revolving Loans maintained as Eurocurrency Rate Loans, Transitioned RFR Loans or CDOR Rate Loans	Applicable Commitment Commission Percentage
>4.25x	0.50%	1.5326%	1.50%	0.30%
>3.00x and <4.25x	0.25%	1.2826%	1.25%	0.25%
<3.00x	0.00%	1.0326%	1.00%	0.20%

“Applicable Currency” shall mean, (i) for any Tranche of Incremental Term Loans, the Currency for such Tranche designated in the Incremental Term Loan Commitment Agreement for such Tranche,

(ii) for US A Term Loans, Dollars, (iii) for ~~Canadian A Term Loans, Canadian Dollars, (iv) for~~ Revolving Loans~~, Dollars and~~ ~~Primary Alternate Currency, (v) for Letters of Credit~~, Dollars and each Primary Alternate Currency, (viiv) for Letters of Credit, Dollars and each Primary Alternate Currency and (v) for Swingline Loans, Dollars and Euros~~, and (vii) for Canadian Revolving Loans, Canadian Dollars~~.

“Applicable Law” shall mean all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“AR Revolver Debt” shall mean the outstanding loans (or similar obligations) under the revolving facility component of the Accounts Receivable Facility.

“Asset Sale” shall mean any sale, transfer or other disposition by Silgan or any of its Subsidiaries to any Person other than to Silgan or a Wholly-Owned Subsidiary of Silgan of any asset (including, without limitation, any capital stock or other securities of, or equity interests in, another Person) other than sales of assets pursuant to Sections 9.02(i), (ii), (iv), (v), (xi), (xii) and (xiv).

“Assignment and Assumption Agreement” shall mean the Assignment and Assumption Agreement substantially in the form of Exhibit K (appropriately completed).

“Available Tenor” shall mean, as of any date of determination and with respect to any then-current Benchmark for any Currency, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.10(h)(iv).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” shall have the meaning provided in Section 10.05.

“Base Rate” shall mean, at any time, the highest of (i) 1/2 of 1% in excess of the Federal Funds Rate at such time, (ii) the Prime Lending Rate at such time and (iii) ~~the Eurodollar~~(A) prior to the USD LIBOR Transition Date, the Adjusted Eurocurrency Rate for ~~a Dollar Loan with~~Dollars for a one-month ~~interest period as of~~term in effect on such day plus 1.00% and (B) on and after the USD LIBOR

Transition Date, Daily Simple RFR for Dollars in effect on such day plus 1.00%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, Federal Funds Rate, Adjusted Eurocurrency Rate for Dollars or Daily Simple RFR for Dollars, as the case may be (provided that clause (iii) shall not be applicable during any period in which the Adjusted Eurocurrency Rate or Daily Simple RFR, as applicable, is unavailable or unascertainable). For purposes of this definition, the ~~Eurodollar~~Adjusted Eurocurrency Rate for Dollars shall be determined using the ~~Eurodollar~~Adjusted Eurocurrency Rate for Dollars as otherwise determined by the Administrative Agent in accordance with the definition of Eurodollar Rate, except that (x) if a given day is a Business Day, such determination shall be made on such day (rather than two Business Days prior to the commencement of an Interest Period) or (y) if a given day is not a Business Day, the Eurodollar Rate for such day shall be the rate determined by the Administrative Agent pursuant to preceding clause (x) for the most recent Business Day preceding such day“Adjusted Eurocurrency Rate”. Any change in the Base Rate due to a change in the Prime Lending Rate, the Federal Funds Rate or such ~~Eurodollar~~Adjusted Eurocurrency Rate for Dollars shall be effective as of the opening of business on the day of such change in the Prime Lending Rate, the Federal Funds Rate or such ~~Eurodollar~~Adjusted Eurocurrency Rate for Dollars, respectively.

“Base Rate Loan” shall mean (i) each Dollar Denominated Swingline Loan and (ii) any other Loan ~~(other than an Alternate Currency Loan except as otherwise provided in ~~Section 2.16~~)~~denominated in Dollars designated or deemed designated as a Base Rate Loan (i.e., any Loan bearing interest at a rate based upon the Base Rate as provided in this Agreement) by the respective Borrower at the time of the incurrence thereof or conversion thereto.

“Benchmark” shall mean, initially, with respect to any (a) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, the Adjusted Eurocurrency Rate for Dollars; provided that if (i) the USD LIBOR Transition Date has occurred or (ii) a Benchmark Transition Event, or a Term RFR Transition Event, as applicable, has occurred with respect to the then-current Benchmark for Dollars, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.10(h)(i), (b) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Pounds Sterling, the Daily Simple RFR applicable for such Currency; provided that if a Benchmark Transition Event or a Term RFR Transition Event, as applicable, has occurred with respect to such Daily Simple RFR or the then-current Benchmark for such Currency, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.10(h)(i) and (c) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Euros, the Adjusted Eurocurrency Rate applicable for such Currency; provided that if a Benchmark Transition Event has occurred with respect to such Adjusted Eurocurrency Rate or the then-current Benchmark for such Currency, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.10(h)(i).

“Benchmark Replacement” shall mean,

(a) with respect to any Benchmark Transition Event for the then-current Benchmark, the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a

benchmark rate as a replacement for such Benchmark for syndicated credit facilities denominated in the applicable Currency at such time and (ii) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents;

(b) with respect to the USD LIBOR Transition Date, for any Available Tenor of the Adjusted Eurocurrency Rate for Dollars, the first alternative set forth in the order below that can be determined by the Administrative Agent for the USD LIBOR Transition Date:

(1)

Term RFR for Dollars; provided, that, if the Borrowers have provided a notification to the Administrative Agent in writing on or prior to the USD LIBOR Transition Date that the Borrowers have a Hedge Agreement in place with respect to any of the Loans as of the date of such notice (which such notification the Administrative Agent shall be entitled to rely upon and shall have no duty or obligation to ascertain the correctness or completeness of), then the Administrative Agent, in its sole discretion, may decide not to determine the Benchmark Replacement pursuant to this clause (b)(1) for the USD LIBOR Transition Date;

(2)

Daily Simple RFR for Dollars; or

(3)

the sum of: (A) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrowers as the replacement for the Adjusted Eurocurrency Rate for Dollars giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the Adjusted Eurocurrency Rate for Dollars for syndicated credit facilities denominated in Dollars at such time and (B) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents; or

provided that, in the case of clause (b)(1), if the Administrative Agent reasonably decides that Term RFR for Dollars is not administratively feasible for the Administrative Agent, then Term RFR for Dollars will be deemed unable to be determined for purposes of this definition.

“Benchmark Replacement Adjustment” shall mean, for purposes of clauses (a) and (b)(3) of the definition of “Benchmark Replacement”, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Currency.

“Benchmark Replacement Conforming Changes” shall mean, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate” (if applicable), the definition of “Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), the definition of “Eurocurrency Banking Day”, the definition of “RFR Business Day”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods and other technical, administrative or operational matters) that the Administrative Agent reasonably decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonably determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).

“Benchmark Replacement Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark for any Currency:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date; or

For the avoidance of doubt, (A) if the Reference Time for the applicable Benchmark refers to a specific time of day and the event giving rise to the Benchmark Replacement Date for any Benchmark occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such Benchmark and for such determination and (B) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” shall mean, with respect to the then-current Benchmark for any Currency (other than Adjusted Eurocurrency Rate for Dollars), the occurrence of one or more of the following events with respect to such Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such

administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, the central bank for the Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” shall mean, with respect to any Benchmark, in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90^th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means, with respect to (a) the Adjusted Eurocurrency Rate for Dollars, the period (if any) (i) beginning at the time that the USD LIBOR Transition Date has occurred pursuant to clause (a) of that definition if, at such time, no Benchmark Replacement has replaced the Adjusted Eurocurrency Rate for Dollars for all purposes hereunder and under any Credit Document in accordance with Section 2.10(h)(i) and (ii) ending at the time that a Benchmark Replacement has replaced the Adjusted Eurocurrency Rate for Dollars for all purposes hereunder and under any Credit Document in accordance with Section 2.10(h)(i) and (b) any then-current Benchmark for any Currency other than the Adjusted Eurocurrency Rate for Dollars, the period (if any) (i) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark pursuant to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.10(h)(i) and (ii) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.10(h)(i).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” shall have the meaning provided in the first paragraph of this Agreement.

“Borrowing” shall mean the borrowing of one Type of Loan of a single Tranche from all the Lenders having Commitments of the respective Tranche (or from the Swingline Lender in the case of Swingline Loans) on a given date (or resulting from a conversion or conversions on such date) having in the case of ~~Euro~~Eurocurrency Rate Loans (other than Euro Denominated Swingline Loans) and CDOR Rate Loans the same Interest Period; provided that Base Rate Loans incurred pursuant to Sections 2.10(a) or 2.10(c) shall be considered part of the related Borrowing of Eurodollar Loans.

“Business Day” shall mean (i) for all purposes other than as covered by clauses (ii) and (iii) below, any day except Saturday, Sunday and any day which shall be in New York City a legal holiday or a day on which banking institutions are authorized by law or other government action to close, (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on or with respect to, ~~Euro~~Eurocurrency Rate Loans, any day which is a Business Day described in clause (i) above and which is also (A) a day for trading by and between banks in the relevant interbank market and which shall not be a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in New York City or London and (B) in relation to any payment in Euros, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open and (iii) with respect to all notices and determination in connection with, and payments of principal of, and interest on, Canadian ~~Revolving~~Dollar Loans ~~or Canadian Term Loans (as applicable)~~, any day which is a Business Day described in clause (i) above and which is not a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in Toronto, Ontario or London, England.

“Calculation Period” shall mean the Test Period most recently ended on or prior to the date that any determination is required to be made hereunder on a Pro Forma Basis.

“~~Canadian A~~ ~~Term Loan”~~ ~~shall have the meaning provided in ~~Section 2.01(b)~~~~.

“~~Canadian A~~ ~~Term Loan Commitment”~~ ~~shall mean, for each Lender, the amount set forth opposite such Lender’s name in Schedule I directly below the column entitled “Canadian A Term Loan Commitment,”~~ as same may be (x) terminated pursuant to ~~Section 4.03~~ or ~~Article X~~ or (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to ~~Sections 2.13~~ and/or ~~12.04(b)~~.

“~~Canadian A~~ ~~Term Loan Scheduled Repayment”~~ ~~shall have the meaning provided in Section 5.02(c)~~.

“~~Canadian A Term Note” shall have the meaning provided in ~~Section 2.05(a)~~.~~

“~~Canadian Borrower” shall mean, as applicable, any Canadian Term Loan Borrower or any Canadian Revolving Borrower.~~

“~~Canadian Borrowers/Subsidiaries Guarantee” shall have the meaning provided in Section 6.01(e).~~

“~~Canadian Commitment Commission” shall have the meaning provided in ~~Section 4.01(b)~~.~~

“~~Canadian Credit Party” shall mean any Foreign Credit Party organized under the laws of Canada or any province or territory thereof.~~

“Canadian Dollar Equivalent” shall mean, at any time for the determination thereof, the amount of Canadian Dollars which could be purchased with the amount of Dollars involved in such computation at the spot rate of exchange therefor as quoted by the Administrative Agent as of 11:00 A.M. (New York time) on the date two Business Days prior to the date of any determination thereof for purchase on such date (or, in the case of any determination pursuant to Section 2.16 or 12.18 or Section 28 of the US Borrowers/Subsidiaries Guaranty, on the date of determination).

“Canadian Dollar Loan” shall mean each Loan denominated in Canadian Dollars.

“Canadian Dollars” and “C$” shall mean freely transferable lawful money of Canada.

“~~Canadian Guarantors” shall mean (i) each Canadian Borrower in its capacity as a guarantor under the Canadian Borrowers/Subsidiaries Guarantee and (ii) each other Canadian Subsidiary of Silgan.~~

“Canadian Holdco” shall mean 827599 Ontario Inc., an Ontario corporation.

“~~Canadian Insolvency Law~~” shall mean any of the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), and the Winding-Up and Restructuring Act (Canada), each as now and hereafter in effect, and any successors to such statutes and any proceeding under applicable corporate law seeking an arrangement of, or stay of proceedings to enforce, some or all of the claims of the corporation’s creditors against it.

“~~Canadian Loan” shall mean each Loan denominated in Canadian Dollars, which shall include each Canadian Term Loan and each Canadian Revolving Loan.~~

“~~Canadian Pledge Agreement” shall have the meaning provided in ~~Section 6.01(g)~~.~~

“~~Canadian Pledge Agreement Collateral” shall mean and include all “Collateral” (or any similarly defined term) as defined in the Canadian Pledge Agreement.~~

“Canadian Prime Rate” shall mean the greater of (a) the rate of interest publicly announced from time to time by the Canadian Reference Bank as its prime rate in effect for determining interest rates on Canadian Dollar denominated commercial loans in Canada (which such rate is not necessarily the most favored rate of such reference bank and such reference bank may lend to its customers at rates that are at, above or below such rate) or, if the Canadian Reference Bank ceases to announce a rate so designated, any similar successor rate reasonably designated by the Administrative Agent, and (b) the annual rate of interest equal to the sum of (i) the CDOR Rate for a one month interest period at such time plus (ii) 0.75% per annum.

“Canadian Prime Rate Loans” shall mean any Canadian ~~Term Loan or Canadian Revolving~~Dollar Loan designated or deemed designated as such by the relevant ~~Canadian~~ Borrower at the time of the incurrence thereof or conversion thereto.

“Canadian Reference Bank” shall mean The Bank of Nova Scotia, or if such bank has not publicly announced its Canadian Prime Rate on any date of determination, such other Canadian bank as the Administrative Agent may determine in its sole discretion.

“~~Canadian Revolving Borrower~~” shall mean Silgan Canada and any other Canadian Subsidiary that becomes a Revolving Borrower hereunder pursuant to ~~Section 6.04(b)~~; it being understood that Canadian Revolving Borrowers shall only be permitted to incur Canadian Revolving Loans under this Agreement.

~~“~~Canadian Revolving Lender~~” shall mean each Lender which has a Canadian Revolving Loan Commitment or which has any outstanding Canadian Revolving Loans.~~

“~~Canadian Revolving Loan” shall have the meaning provided in~~ ~~Section 2.01(f)~~.

“~~Canadian Revolving Loan Commitment~~” shall mean, for each Canadian Revolving Lender, the amount, in Canadian Dollars, set forth opposite such Canadian Revolving Lender’s name in Schedule I directly below the column entitled “Canadian Revolving Loan Commitment,” as same may be (x) reduced from time to time or terminated pursuant to ~~Sections 4.02~~, ~~4.03~~, ~~5.02~~ and/or ~~Article X~~, or (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to ~~Sections 2.13~~ and/or ~~12.04(b)~~. In addition, the Canadian Revolving Loan Commitment of each Canadian Revolving Lender shall include, subject to the consent of such Canadian Revolving Lender, any Extended Canadian Revolving Loan Commitment of such Canadian Revolving Lender.

“~~Canadian Revolving Note” shall have the meaning provided in ~~Section 2.05(a)~~.~~

“~~Canadian Security Documents” shall mean the Canadian Pledge Agreement and, after the execution and delivery thereof, each Additional Security Documents entered into by a Canadian Credit Party.~~

“Canadian Subsidiary” shall mean each Foreign Subsidiary of Silgan organized under the laws of Canada or any province or territory thereof.

“~~Canadian Term Loan” shall mean each Canadian A Term Loan and each Incremental Term Loan denominated in Canadian Dollars.~~

“~~Canadian Term Loan Borrower” shall mean Silgan Canada and each other Canadian Subsidiary that incurs an Incremental Term Loan hereunder.~~

“Capital Expenditures” shall mean, with respect to any Person, all expenditures by such Person which should be capitalized in accordance with generally accepted accounting principles and, without duplication, the amount of all Capitalized Lease Obligations incurred by such Person (but excluding any such expenditures that constitute Permitted Acquisitions).

“Capitalized Lease Obligations” shall mean, with respect to any Person, all rental obligations of such Person which, under accounting principles generally accepted in the United States, are or will be

required to be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as indebtedness in accordance with such principles.

“Cash Collateral Account” shall have the meaning provided in Section 5.02(a).

“Cash Collateralize” shall mean, to deposit in a controlled account or to pledge and deposit with, or deliver to the Administrative Agent, or directly to the applicable Issuing Lender (with notice thereof to the Administrative Agent), for the benefit of one or more of the Issuing Lenders, the Swingline Lender or the Lenders, as collateral for Letter of Credit Obligations or obligations of the Lenders to fund participations in respect of Letter of Credit Obligations or Swingline Loans, cash or deposit account balances or, if the Administrative Agent and the applicable Issuing Lender and the Swingline Lender shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent, such Issuing Lender and the Swingline Lender, as applicable. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” shall mean, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition, (ii) time deposits, certificates of deposit and money market deposits of any commercial bank incorporated in the United States of recognized standing having capital and surplus in excess of $50,000,000 with maturities of not more than one year from the date of acquisition by such Person or any money-market fund sponsored by a registered broker dealer or mutual fund distributor, (iii) repurchase obligations with a term of not more than thirty days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (ii) above, (iv) commercial paper issued by the parent corporation of any commercial bank (provided that the parent corporation and the commercial bank are both incorporated in the United States) of recognized standing having capital and surplus in excess of $500,000,000 and commercial paper issued by any Person incorporated in the United States rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Xxxxx’x and in each case maturing not more than one year after the date of acquisition by such Person, (v) marketable direct obligations issued by the District of Columbia or any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition and, at the time of acquisition, rated at least “A” by S&P or Xxxxx’x, (vi) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (i) through (v) above, and (vii) in the case of a Foreign Subsidiary, substantially similar investments of the type described above denominated in foreign currencies and from governments or agencies and instrumentalities thereof, similarly rated political subdivisions thereof or similarly capitalized and rated foreign banks, in each case, in the jurisdiction in which such Foreign Subsidiary is organized.

“CDOR Rate” shall mean the rate of interest per annum determined by the Administrative Agent on the basis of the Canadian Dealer Offered Rate for a comparable loan amount and Interest Period appearing on the “~~Reuters Screen~~ CDOR Page” ~~(as defined in the International Swap Dealer Association, Inc.’s definitions, as amended, restated, supplemented or otherwise modified~~, or any successor page of Refinitiv Benchmark Services (UK) Limited (or such other page or commercially available source displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances as may be reasonably designated by the Administrative Agent from time to time)~~, or any successor page~~, as of 10:00 a.m. on such day (or if such day is not a Business Day, then on the immediately preceding Business Day). If, for any reason, such rate does not appear on the ~~Reuters Screen~~ CDOR Page on such day as contemplated, then the “CDOR Rate” on such day shall be calculated as the arithmetic average of the rates for a comparable loan amount and Interest Period applicable to Canadian Dealer Offered Rate quoted by the

banks listed in Schedule I of the Bank Act (Canada) which are also Revolving Lenders (or, if there are no such Lenders, then the Canadian Reference Bank) as of 10:00 a.m. on such day (or if such day is not a Business Day, then on the immediately preceding Business Day). Each calculation by the Lenders of the CDOR Rate shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, if the CDOR Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“CDOR Rate Loan” shall mean a ~~Canadian~~ Loan bearing interest at a rate determined by reference to the CDOR Rate.

“CERCLA” shall mean the Comprehensive Environmental Response Compensation of Liability Act of 1980, as the same may be amended from time to time, 42 U.S.C. § 9601 et seq.

“Change of Control” shall mean (i)(a) any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act), other than Permitted Holders, becomes the ultimate “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act) of more than 40% of the total voting power of the Voting Stock of Silgan and (b) the Permitted Holders beneficially own, directly or indirectly, less than 18% of the total voting power of the Voting Stock of Silgan, (ii) individuals who on the Effective Date constitute the Board of Directors of Silgan (together with any new directors nominated by Mr. D. Xxxx Xxxxxxxx and/or Mr. R. Philip Silver and any new directors whose election by the Board of Directors of Silgan or whose nomination by the Board of Directors of Silgan for election by Silgan’s stockholders was approved by a vote of at least a majority of the members of the Board of Directors of Silgan then in office who either were members of the Board of Directors of Silgan on the Effective Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors of Silgan then in office or (iii) any “change of control” or similar event shall occur under the Senior Notes, any Additional Permitted Indebtedness or any Incremental Equivalent Indebtedness.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder and rulings issued thereunder. Section references to the Code are to the Code as in effect at the date of this Agreement, and to any subsequent provisions of the Code amendatory thereof, supplemental thereto or substituted therefor.

“Collateral” shall mean all US Collateral, all Foreign Collateral and all cash and Cash Equivalents deposited into the Cash Collateral Account or as otherwise required by Cash Collateral arrangements.

“Collateral Agent” shall mean the Administrative Agent acting as collateral agent for the respective Secured Creditors pursuant to the respective Security Documents, and shall include any

successor Collateral Agent appointed pursuant to the terms of this Agreement or the respective Security Document, as the case may be.

“Collateral Reinstatement Event” shall mean, at any time after the occurrence of a Collateral Release Event, the occurrence of either of the following: (a) the public corporate/corporate family ratings of Silgan from either Xxxxx’x, S&P or Fitch fall below Ba1, BB+ or BB+, respectively (in each case, with a stable or better outlook) or (b) Silgan requests that the Liens and security interests in all Collateral granted by the Credit Parties to secure the Obligations be reinstated.

“Collateral Release Event” shall mean the satisfaction of each of the following conditions: (a) no Default or Event of Default shall have occurred and be continuing; (b) the achievement of an Investment Grade Rating from at least one Rating Agency and the achievement of public corporate/corporate family ratings of Silgan of no lower than one notch below an Investment Grade Rating from another Rating Agency (in each case, with a stable or better outlook), (c) after giving effect to such release of Collateral (and any concurrent release of security securing any other Indebtedness), there shall be no secured Incremental Equivalent Indebtedness outstanding and (d) the Administrative Agent shall have received a certificate from Silgan certifying to the foregoing in a manner reasonably acceptable to the Administrative Agent.

“Collateral Release Period” shall mean each period commencing with the occurrence of a Collateral Release Event and continuing until the occurrence of the next Collateral Reinstatement Event, if any, immediately following such Collateral Release Event.

“Commitment Commission” shall have the meaning provided in Section 4.01(a).

“Commitments” shall mean any of the commitments of any Lender, i.e., whether the US A-1 Term Loan Commitment, the ~~Canadian~~US A-2 Term Loan Commitment, each Incremental Term Loan Commitment, ~~the Canadian Revolving Loan Commitment,~~ or the Revolving Loan Commitment (including such Lender’s Incremental Revolving Loan Commitment, if any).

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Assets” means, for any Person, the total assets of such Person and its Subsidiaries, as determined from a consolidated balance sheet of such Person and its consolidated Subsidiaries prepared in accordance with GAAP.

“Consolidated Current Assets” shall mean, at any time, the current assets of Silgan and its Subsidiaries at such time determined on a consolidated basis.

“Consolidated Current Liabilities” shall mean, at any time, the current liabilities of Silgan and its Subsidiaries at such time determined on a consolidated basis, provided that the current portion of the Loans, the Senior Notes, any Incremental Equivalent Indebtedness and any Additional Permitted Indebtedness (including any accrued interest with respect to such current portion and accrued interest on the Senior Notes and any Additional Permitted Indebtedness), in each case from the last regularly scheduled interest payment date) shall not be considered current liabilities for purposes of making the foregoing determination.

“Consolidated Net Income” shall mean, for any period, the net income (or loss) of Silgan and its Subsidiaries for such period, determined on a consolidated basis, provided that (i) the net income of any other Person which is not a Subsidiary of Silgan (including each Unrestricted Subsidiary) or is accounted

for by Silgan by the equity method of accounting shall be included only to the extent of the payment of cash dividends or cash distributions by such other Person to Silgan or a Subsidiary thereof during such period, (ii) there shall be excluded from such calculation (to the extent otherwise included therein) (A) any non-cash charges incurred in connection with the entering into of this Agreement and any non-cash charges in connection with the refinancing, redemption or early extinguishment of any Indebtedness and (B) any extraordinary or unusual non-cash gains or extraordinary or unusual non-cash charges (including non-cash rationalization and non-cash asset impairment charges), and (iii) there shall be deducted from such calculation (to the extent not otherwise deducted in accordance with accounting principles generally accepted in the United States), any cash payments made in such period on account of an extraordinary or unusual non-cash charge (including non-cash rationalization charges) incurred in such period or in a prior period. Notwithstanding the foregoing, Consolidated Net Income shall include a one-time amount, not to exceed $20,000,000, equal to the increase in consolidated retained earnings of Silgan and its Subsidiaries for the first quarter of 2018, calculated on a pre-tax basis, relating to the adoption of Accounting Standards Update 606 (revenue recognition) issued by the Financial Accounting Standards Board.

“Consolidated Tangible Assets” shall mean, at any time, the assets of Silgan and its Subsidiaries determined on a consolidated basis at such time less the amount of all intangible assets of Silgan and its Subsidiaries at such time, including, without limitation, all goodwill, customer lists, franchises, licenses, computer software, patents, trademarks, trade names, copyrights, service marks, brand names, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

“Containers” shall have the meaning provided in the first paragraph of this Agreement.

“Contingent Obligation” shall mean, as to any Person, any obligation of such Person as a result of such Person being a general partner of the other Person, unless the underlying obligation is expressly made non-recourse as to such general partner, and any obligation of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall, unless expressly limited by its terms to a lesser amount, be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or such lesser amount) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Corresponding Obligations” shall mean any obligation to pay an amount to the Lenders, the Agents or any other Secured Creditor (or any of them), whether for principal, interest, costs, any overdraft or otherwise and whether present or future: (a) under or in connection with the Credit Documents other than any obligation arising under or in connection with the Parallel Debt; (b) under any other Obligation; or (c) under any other indebtedness as the Secured Creditors (or the Collateral Agent on their behalf) and the Borrowers may agree from time to time.

“Credit Documents” shall mean and include this Agreement, each Note, each Guaranty, each Security Document and, after the execution and delivery thereof, each Election to Become a Revolving Borrower, each Election to Become a Foreign Borrower, each Incremental Term Loan Commitment Agreement and each Incremental Revolving Loan Commitment Agreement.

“Credit Event” shall mean the making of any Loan or the issuance of any Letter of Credit.

“Credit Party” shall mean and include each US Credit Party and each Foreign Credit Party.

“Currency” shall mean (a) Dollars, Euros, Pounds Sterling, and Canadian Dollars and (b) any other freely transferable currency to the extent that such currency is approved by the Administrative Agent and the respective Incremental Term Loan Lender and/or Incremental Term Loan Lenders providing the Incremental Term Loans subject to such Other Alternate Currency.

“Daily EURIBOR Rate” shall mean, for any day, a rate per annum equal to the EURIBOR Rate in effect on such day for deposits in Euros for a one-month Interest Period (subject to any applicable Floor).

“Daily Simple RFR” shall mean, for any day (an “RFR Rate Day”), a rate per annum equal to, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Dollars, on and after the USD LIBOR Transition Date, the greater of (i) Spread Adjusted SOFR for the day (such day, an “RFR Determination Day”) that is five (5) RFR Business Days prior to (A) if such RFR Rate Day is an RFR Business Day, such RFR Rate Day or (B) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Rate Day, in each case, utilizing the SOFR component of such Spread Adjusted SOFR that is published by the SOFR Administrator on the SOFR Administrator’s Website, and (ii) the Floor, and (b) Pounds Sterling, the greater of (i) XXXXX for the day (such day, an “RFR Determination Day”) that is five (5) RFR Business Days prior to (A) if such RFR Rate Day is an RFR Business Day, such RFR Rate Day or (B) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Rate Day, in each case, as such XXXXX is published by the XXXXX Administrator on the XXXXX Administrator’s Website, and (ii) the Floor. If by 5:00 pm (local time for the applicable RFR) on the second (2^nd) RFR Business Day immediately following any RFR Determination Day, the RFR in respect of such RFR Determination Day has not been published on the applicable RFR Administrator’s Website and a Benchmark Replacement Date with respect to the applicable Daily Simple RFR has not occurred, then the RFR for such RFR Determination Day will be the RFR as published in respect of the first preceding RFR Business Day for which such RFR was published on the RFR Administrator’s Website; provided that any RFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple RFR for no more than three (3) consecutive RFR Rate Days. Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Borrowers.

“Daily Simple RFR Loan” shall mean a Loan that bears interest at a rate based on Daily Simple RFR other than pursuant to clause (iii) of the definition of “Base Rate”.

“Default” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“Defaulting Lender” shall mean, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of the Revolving Loans, any Term Loan, participations in Letters of Credit or participations in Swingline Loans required to be funded by it hereunder within two (2) Business Days of the date such Loans or participations were required to be funded hereunder unless such Lender notifies

the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Lender, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrowers, the Administrative Agent, any Issuing Lender or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the FDIC or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of (x) the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority or (y) if such Lender or such parent company is solvent, the appointment of a custodian, conservator, trustee, administrator or similar Person by a supervisory authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be disclosed, in each case so long as such ownership interest or appointment (as applicable) does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) upon delivery of written notice of such determination to the Borrowers, each Issuing Lender, the Swingline Lender and each Lender.

“Delayed Draw Term Loan” shall ~~have~~mean the ~~meaning provided in ~~Section 2.01(a)~~~~term loans made to Silgan on the Delayed Draw Funding Date.

“Delayed Draw Funding Date” shall mean the date occurring on or after the Effective Date upon which all of the conditions to funding the Delayed Draw Term Loan set forth in Section 6.02 are satisfied and the Delayed Draw Term Loan is funded.

“Delayed Draw Funding Deadline” shall mean the earlier to occur of (a) 3:00 P.M. (New York Time) on July 22, 2017 and (b) the Delayed Draw Funding Date.

“Designated Credit Parties” shall mean those Credit Parties that are from time to time party to the Accounts Receivables Facility Documents.

“Disqualified Capital Stock” means, with respect to any Person, any capital stock or other equity interests of such Person that, by their terms (or by the terms of any security or other capital stock or other

equity interests into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily redeemable (other than solely for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full in cash of the Loans and all other Obligations ((other than contingent indemnification obligations not then due) and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Capital Stock) (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full in cash of the Loans and all other Obligations ((other than contingent indemnification obligations not then due) and the termination of the Commitments), in whole or in part, (c) provide for the scheduled payment of dividends in cash or (d) are or become convertible into, or exchangeable for, Indebtedness or any other capital stock or other equity interests that would constitute Disqualified Capital Stock, in each case of clauses (a) through (d), prior to the date that is 91 days after the latest scheduled maturity date of the Loans and Commitments; provided that if such capital stock or other equity interests are issued pursuant to a plan for the benefit of Silgan or its Subsidiaries or by any such plan to such officers or employees of Silgan or its Subsidiaries, such capital stock or other equity interests shall not constitute Disqualified Capital Stock solely because they may be required to be repurchased by Silgan or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Dividend” shall mean, with respect to any Person, that such Person has declared or paid a dividend or returned any equity capital to its stockholders, partners or members or authorized or made any other distribution, payment or delivery of property (other than (x) in the case of any Subsidiary of Silgan, common equity of such Person and (y) in the case of Silgan, additional shares of Qualified Preferred Stock) or cash to its stockholders, partners or members as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration any shares of any class of its capital stock or any partnership interests or membership interest outstanding on or after the Effective Date (or any options or warrants issued by such Person with respect to its capital stock or such other equity interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or any partnership interests or membership interests of such Person outstanding on or after the Effective Date (or any options or warrants issued by such Person with respect to its capital stock or such other equity interests).

“Dollar Denominated Swingline Loan” shall mean all Swingline Loans denominated in Dollars.

“Dollar Equivalent” shall mean, at any time for the determination thereof, (a) if such amount is expressed in Dollars, such amount, and (b) with respect to an amount of an Alternate Currency (or another foreign currency), the amount of Dollars which could be purchased with such amount of such Alternate Currency (or such other foreign currency, as applicable) at the spot exchange rate therefor as quoted by the Administrative Agent as of 11:00 A.M. (Local Time) on the date two Business Days prior to the date of any determination thereof for purchase on such date (or, in the case of any determination pursuant to Section 2.16 or 12.18 or Section 28 of the US Borrowers/Subsidiaries Guaranty, on the date of determination); provided, however, that (x) the Dollar Equivalent of any Primary Alternate Currency Unpaid Drawing shall be determined at the time the Drawing under the related Primary Alternate Currency Letter of Credit was paid or disbursed by the relevant Issuing Lender, (y) following the occurrence of a Sharing Event, the Dollar Equivalent of any Primary Alternate Currency Unpaid Drawing or unreimbursed payment under a Primary Alternate Currency Letter of Credit shall be determined on the later of the time the Drawing under the related Primary Alternate Currency Letter of Credit was paid or disbursed by relevant Issuing Lender or the date of the occurrence of the Sharing Event, and (z) for purposes of (i) determining compliance with Sections 2.01(e), 2.01(g), 3.01(c), 5.01(a) and 5.02(a) and

(ii) calculating Fees pursuant to Section 4.01, the Dollar Equivalent of any amounts denominated in (or with respect to) an Alternate Currency shall be revalued on ~~a monthly basis~~(A) each date of a borrowing of an RFR Loan or a Eurocurrency Rate Loan denominated in an Alternative Currency, as applicable, but only as to the amounts so borrowed on such date and (B) each date of a continuation of an RFR Loan or a Eurocurrency Rate Loan, as applicable, denominated in an Alternative Currency pursuant to the terms of this Agreement, but only as to the amounts so continued on such date, in each case using the spot exchange rates therefor as quoted in the Wall Street Journal (or, if same does not provide such exchange rates, on such other basis as is satisfactory to the Administrative Agent) on the first Business Day of each calendar month, although if, at any time during a calendar month, the Aggregate RL Exposure (for the purposes of the determination thereof, using the Dollar Equivalent as recalculated based on the spot exchange rate therefor as quoted in the Wall Street Journal (or, if same does not provide such exchange rates, on such other basis as is satisfactory to the Administrative Agent) on the respective date of determination pursuant to this exception) would exceed 85% of the Total Revolving Loan Commitment then in effect, then at the discretion of the Administrative Agent or at the request of the Required Lenders, the Dollar Equivalent shall be reset based upon the spot exchange rates on such date as quoted in the Wall Street Journal (or, if same does not provide such exchange rates, on such other basis as is satisfactory to the Administrative Agent), which rates shall remain in effect until the first Business Day of the immediately succeeding calendar month or such earlier date, if any, as the rate is reset pursuant to this sub-clause (z). Notwithstanding anything to the contrary contained in this definition, at any time that a Default or an Event of Default then exists, the Administrative Agent may revalue the Dollar Equivalent of any amounts outstanding under the Credit Documents in an Alternate Currency in its sole discretion. The Administrative Agent shall promptly notify Silgan and each Issuing Lender of each determination of the Dollar Equivalent for each outstanding Alternate Currency Loan and each Primary Alternate Currency Letter of Credit.

“Dollar Letter of Credit” shall mean any Letter of Credit denominated in Dollars.

“Dollar Loan” shall mean all Loans denominated in Dollars, which shall include each US A Term Loan, each Dollar Denominated Swingline Loan and each Dollar Revolving Loan, as well as each Alternate Currency Loan converted into Dollars in accordance with the provisions of Section 2.16.

“Dollar Revolving Loan” shall mean all Revolving Loans incurred in Dollars.

“Dollar Unpaid Drawings” shall have the meaning provided in Section 3.05(a).

“Dollars” and the sign “$” shall each mean freely transferable lawful money of the United States.

“Domestic Subsidiary” shall mean each Subsidiary of Silgan incorporated or organized in the United States or any State thereof.

“Drawing” shall have the meaning provided in Section 3.05(b).

“Dutch Borrower” shall mean Silgan International B.V.

“Dutch Borrower Revolving Loans” shall mean each Revolving Loan made to a Dutch Borrower.

“Dutch Borrower Revolving Loan Sublimit” shall mean an amount equal to the lesser of (a) €150,000,000 and (b) the amount of the Total Revolving Loan Commitment as then in effect. The Dutch Borrower Revolving Loan Sublimit is part of, and not in addition to, the Total Revolving Loan Commitment.

“Dutch Credit Party” shall mean each Dutch Borrower and each Dutch Guarantor.

“Dutch Guarantee” shall have the meaning provided in Section 6.01(e).

“Dutch Guarantors” shall mean (a) each Dutch Borrower in its capacity as a guarantor under the Dutch Guarantee, (b) Silgan Partnership C.V., (c) Silgan Europe Holdings B.V. and (d) each other Foreign Subsidiary organized under the laws of The Netherlands that is a Material Subsidiary of a Dutch Borrower.

“Dutch Pledge Agreement” shall mean each of the security documents expressed to be governed by the laws of The Netherlands substantially in the form of Exhibit I (as modified, supplemented, amended or amended and restated from time to time) covering all of such Dutch Credit Party’s present and future Dutch Pledge Agreement Collateral, including, (a) a deed of pledge of shares in the capital of Silgan Holdings B.V., between Silgan Partnership C.V. as pledgor, the Administrative Agent as pledgee and Silgan Holdings B.V. as company, (b) a deed of pledge of shares in the capital of Silgan International Holdings B.V., between Silgan Holdings B.V. as pledgor, the Administrative Agent as pledgee and Silgan International Holdings B.V. as company, (c) a deed of pledge of shares in the capital of Silgan Europe Holdings B.V., between Silgan International Holdings B.V. as pledgor, the Administrative Agent as pledgee and Silgan Europe Holdings B.V. as company and (d) a deed of pledge of sixty-five percent (65%) of the limited partnership interests of Silgan Partnership C.V., between Silgan Holdings Inc. and Silgan Holdings LLC as pledgors, the Administrative Agent as pledgee and Silgan Holdings Inc. as general partner for and in the name of Silgan Partnership C.V.

“Dutch Pledge Agreement Collateral” shall mean and include all “Collateral” (or any similarly defined term) as defined in the Dutch Pledge Agreement.

“Dutch Reaffirmation Agreement” shall mean that certain agreement, dated as of the date hereof, whereby each Credit Party party to the Dutch Pledge Agreement reaffirms, ratifies and confirms its respective obligations under the Dutch Pledge Agreement and the Dutch Guarantee and the validity and enforceability of the Liens granted, and the guarantee made, as applicable, thereunder.

“Dutch Revolving Note” shall have the meaning provided in Section 2.05(a).

“Dutch Security Documents” shall mean the Dutch Pledge Agreement, the Dutch Reaffirmation Agreement and, after the execution and delivery thereof, each Additional Security Documents entered into by a Dutch Credit Party.

“Dutch Subsidiary” shall mean each Foreign Subsidiary of Silgan organized under the laws of The Netherlands.

“Early Opt-in Effective Date” shall mean, with respect to any Early Opt-in Election, the sixth (6^th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. on the fifth (5^th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

“Early Opt-in Election” shall mean the occurrence of: (a) a notification by the Administrative Agent to (or the request by the Borrowers to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are

identified in such notice and are publicly available for review), and (b) the joint election by the Administrative Agent and Borrowers to trigger a fallback from the Adjusted Eurocurrency Rate for Dollars and the provision by the Administrative Agent of written notice of such election to the Lenders.

“Easytech Acquisition” shall mean the acquisition of Easytech Closures S.p.A. by Silgan Holdings Austria GmbH completed on October 1, 2021.

“EBIT” shall mean, for any period, the Consolidated Net Income of Silgan and its Subsidiaries for such period, before Interest Expense and provision for taxes and (to the extent not already otherwise excluded from the calculation thereof under this Agreement) without giving effect to any gains or losses from sales of assets (other than sales of inventory in the ordinary course of business), or any non-cash adjustments resulting from any equity based compensation.

“EBITDA” shall mean, for any period, EBIT for such period, adjusted by :

(Aa) adding thereto, (to the extent otherwise deducted in ~~calculating EBIT~~determining Consolidated Net Income for such period) (other than as set forth in clause (a)(vii)), the sum of the following (without duplication):

(i) the amount of all depreciation and all amortization and write-offs of intangibles (including covenants not to compete), goodwill and impaired assets, ;

(ii) the amount of any fees, costs, expenses or charges (including bank fees, merger and acquisition fees, accounting fees and legal fees) related to the transactions contemplated hereby or any equity offering, investments permitted hereunder, acquisition or recapitalization or Indebtedness permitted to be incurred hereunder (whether or not successful),;

(iii) the amount of any non-recurring charges (including any one-time costs incurred in connection with acquisitions after the Effective Date and any charges in connection with the remeasurement of assets due to currency devaluations) in an aggregate amount not in excess of $50,000,000 in any fiscal year of Silgan,;

(iv) the amount of all payments made in connection with severance packages, accelerated payments of long-term incentive awards, cash payments in lieu of anticipated equity awards, vested options, pro-rated bonuses, retention payments, and any additional amounts paid with respect to any increased payments for taxes in connection therewith in connection with any Permitted Acquisition (including in connection with the closing or rationalization of any then existing facilities of Silgan or any of its Subsidiaries in connection with any Permitted Acquisition and of any facilities of an acquired entity prior to such acquired entity being acquired) ~~and~~ ;

(v) the amount of any non-cash foreign currency losses attributable to intercompany loans ~~and (B)~~ ;

(vi) the amount of any fees, costs and expenses incurred in connection with strategic initiatives, transition costs and other business optimization and information systems related fees, costs and expenses (including non-recurring employee bonuses in connection therewith and the separation and eventual disposal of businesses or lines of businesses);

(vii) without duplication of any pro forma adjustments in accordance with the definition of “Pro Forma Basis”, the amount of “run-rate” cost savings from rationalization and

other operating improvements and synergies reasonably identifiable and factually supportable relating to, and projected by Silgan in good faith to result from, actions taken or with respect to which substantial steps have been taken or are expected to be taken by Silgan or any of its Subsidiaries within 24 months after the date of consummation of the applicable asset sale, investment, asset disposition, rationalization, operating improvement, merger, acquisition, divestiture, restructuring or cost savings initiative;

(viii) the amount of cash and non-cash costs, charges, accruals, reserves or expenses attributable to rationalizations, footprint optimizations, cost savings initiatives, operating expense reductions, integration programs and other restructurings; and

(ix) the amount of all other non-cash deductions; and

(b) subtracting therefrom (to the extent otherwise added in calculating EBIT for such period) the amount of any non-cash foreign currency gains attributable to intercompany loans. Following the consummation of the Specified Acquisition, EBITDA of the Target for the fiscal quarters ended March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016 shall be deemed to be $26,200,000, $31,000,000, $21,900,000 and $26,700,000, respectively;

provided that the aggregate amount of all amounts added back pursuant to clauses (a)(vii) and (a)(viii) above (other than in connection with any mergers, business combinations, acquisitions or divestitures) and pursuant to any pro forma adjustments in accordance with the definition of “Pro Forma Basis” in any period shall not exceed thirty percent (30%) of EBITDA with respect to such period (after giving effect to such add-backs and such adjustments).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any credit institution or investment firm established in any EEA Member Country.

“Effective Date” shall have the meaning provided in Section 12.10.

“Election to Become a Foreign Borrower” shall mean a certificate in the form of Exhibit J-2.

“Election to Become a Revolving Borrower” shall mean a certificate in the form of Exhibit J-1.

“Electronic Record” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Electronic Signature” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Eligible Assignee” shall mean any Person that meets the requirements to be an assignee under Section 12.04(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 12.04(b)(iii)).

“Eligible Transferee” shall mean and include a commercial bank, an insurance company, a finance company, a financial institution, any fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act), but excluding Silgan or any of its Subsidiaries.

“EMU Legislation” shall mean the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“End Date” shall mean, for any Margin Reduction Period, the last day of such Margin Reduction Period.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect at the date of this Agreement, and to any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” shall mean any person (as defined in Section 3(9) of ERISA) (including each trade or business (whether or not incorporated)) which together with any Borrower or any Subsidiary of any Borrower would be deemed to be a “single employer” or a member of the same “controlled group” of “contributing sponsors” within the meaning of Section 4001 of ERISA.

“Erroneous Payment” shall have the meaning provided in Section 11.12(a).

“Erroneous Payment Deficiency Assignment” shall have the meaning provided in Section 11.12(d).

“Erroneous Payment Impacted Class” shall have the meaning provided in Section 11.12(d).

“Erroneous Payment Return Deficiency” shall have the meaning provided in Section 11.12(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor thereto), as in effect from time to time.

“Euro” and “€” shall mean the single currency of the participating member states as described in any EMU Legislation.

“Euro Denominated Swingline Loan” shall mean each Swingline Loan denominated in Euros at the time of incurrence thereof.

“Euro Equivalent” shall mean, at any time for the determination thereof, the amount of Euros which could be purchased with the amount of Dollars involved in such computation at the spot rate of exchange therefor as quoted by the Administrative Agent as of 11:00 A.M. (Local Time) on the date two Business Days prior to the date of any determination thereof for purchase on such date (or, in the case of any determination pursuant to Section 12.18, on the date of determination).

“~~Euro Rate~~EURIBOR” has the meaning assigned thereto in the definition of “Eurocurrency Rate”.

“EURIBOR Rate” has the meaning assigned thereto in the definition of “Eurocurrency Rate”.

“Eurocurrency Banking Day” shall mean:

, (i) for ~~any Borrowing of Loans~~Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, ~~the Eurodollar Rate,~~

a London Banking Day, and (ii) for ~~any Borrowing of Loans~~Obligations, interest, fees, commissions or other amounts denominated in ~~a Primary Alternate Currency~~, or calculated with respect to ~~each~~, Euros, a TARGET Day; provided, that for purposes of notice requirements in Sections 2.03(a), 2.06, 2.09, and 5.01 in each case, such day is also a Business Day.

“Eurocurrency Rate” shall mean,

(a) for any Eurocurrency Rate Loan for any Interest Period, as applicable ~~thereto~~:

(i) denominated in Dollars, the greater of (A) the rate of interest per annum ~~determined on the basis of the~~equal to the London interbank offered rate for deposits in ~~such~~ ~~Primary Alternate Currency for a period equal to the applicable Interest Period as published by the ICE Benchmark Administration Limited, a United Kingdom company~~Dollars (“USD LIBOR”) as administered by the IBA, or a comparable or successor ~~quoting service~~administrator approved by the Administrative Agent, for a period comparable to the applicable Interest Period (in each case, the “USD LIBOR Rate”), at approximately 11:00 AMa.m. (London time) on the ~~applicable Interest~~Rate Determination Date, provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this clause (ii), the rate above instead shall be the offered quotation to first-class banks in the London interbank Eurodollar market by the Administrative Agent for deposits in such Primary Alternate Currency of amounts in immediately available funds comparable to the outstanding principal amount of; and (B) the Floor;

(ii) denominated in Euros (other than Euro Denominated Swingline Loans), the greater of (A) the rate of interest per annum equal to the Euro Interbank Offered Rate ~~Loan of the Administrative Agent (in its capacity as a Lender (or, if~~(“EURIBOR”) as administered by the European Money Markets Institute, or a comparable or successor administrator approved by the Administrative Agent ~~is not~~, for a ~~Lender with respect thereto, taking the average principal amount of the Euro Rate Loan then being made by the various Lenders pursuant thereto)) with maturities~~period comparable to the applicable Interest Period ~~applicable to such Euro Rate Loan commencing two Business Days thereafter as of~~(in each case, the “EURIBOR Rate”), at approximately 11:00 Xx.Xx . (~~London~~Brussels time) on the ~~applicable Interest~~Rate Determination Date~~. Notwithstanding the foregoing, unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.10~~ and (hB)~~, in~~ the ~~event that a Replacement Rate with respect to the Euro Rate is implemented then all references herein to the Euro Rate shall be deemed references to such Replacement Rate.~~Floor;

(iii) for any Euro Denominated Swingline Loans, the ~~Overnight Euro~~greater of (A) the Daily EURIBOR Rate and (B) the Floor; and

(iv) ~~for any Borrowing of Loans~~ denominated in anany Other Alternate Currency ~~(other than Canadian Loans), such rate per annum~~ as shall be agreed upon by the respective Incremental Term Loan Borrower, the Administrative Agent and the relevant Incremental Term Loan Lenders and set forth in the relevant Incremental Term Loan Commitment Agreement.; and

~~Notwithstanding the foregoing, if the Euro~~ ~~Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.~~

~~“~~Euro Rate Loan~~” shall mean each Loan other than a Base Rate Loan, a Canadian Revolving Loan and a Canadian Term Loan~~.

~~“Eurodollar Loan”~~ shall mean each Dollar Loan (other than a Dollar Denominated Swingline Loan) designated as a Eurodollar Loan by any Borrower at the time of the incurrence thereof or conversion thereto by such Borrower.

~~“~~Eurodollar Rate~~” shall mean,~~

(b) for any rate calculation with respect to ~~each Interest Period for a Eurodollar Loan, (a)~~ ~~the rate of interest per annum~~ ~~determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period as published~~a Base Rate Loan on any date, the rate of interest per annum equal to USD LIBOR as administered by the ~~ICE Benchmark Administration Limited, a United Kingdom company~~IBA, or a comparable or successor ~~quoting service~~ ~~approved by the Administrative Agent,~~administrator approved by the Administrative Agent, for a period comparable to one month, at approximately 11:00 AMa.m. (London time) on the applicable Interest Determination Date, provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this clause (a), the rate above instead shall be the offered quotation to first-class banks in the London interbank Eurodollar market by the Administrative Agent for Dollar deposits of amounts in immediately available funds comparable to the outstanding principal amount of the Eurodollar Loan of the Administrative Agent (in its capacity as a Lender (or, if the Administrative Agent is not a Lender with respect thereto, taking the average principal amount of the Eurodollar Loan then being made by the various Lenders pursuant thereto)) with maturities comparable to the Interest Period applicable to such Eurodollar Loan commencing two Business Days thereafter as of 11:00 A.M. (London time) on the applicable Interest Determination Date, in either case divided by (b) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by Applicable Law) applicable to any ~~member bank of the Federal Reserve System in~~ ~~respect of Eurocurrency funding or liabilities as defined in Regulation D (or any successor~~ ~~category of liabilities~~ under Regulation D). Notwithstanding the foregoing, if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Notwithstanding the foregoing, unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.10(h), in the event that a Replacement Rate with respect to the Eurodollar Rate is implemented then all references herein to the Eurodollar Rate shall be deemed references to such Replacement Rate.two (2) Eurocurrency Banking Days prior to the date of such calculation.

“Eurocurrency Rate Loan” shall mean any Loan bearing interest at a rate based on the Adjusted Eurocurrency Rate other than pursuant to clause (iii) of the definition of “Base Rate” (excluding, for the avoidance of doubt, Canadian Dollar Loans).

“Eurocurrency Reserve Percentage” shall mean, for any day, the percentage which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans. The Adjusted Eurocurrency Rate for each outstanding Loan shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage.

“Eurodollar Loan” shall mean each Dollar Loan (other than a Dollar Denominated Swingline Loan) designated as a Eurodollar Loan (i.e., a Dollar Loan subject to the Adjusted Eurocurrency Rate or RFR, as applicable, for Dollars) by any Borrower at the time of the incurrence thereof or conversion thereto by such Borrower.

“Euro-zone” shall mean the region composed of the member states as described in any EMU Legislation.

“Event of Default” shall have the meaning provided in Article X.

“Excess Cash Flow” shall mean, for any period, the remainder of (a) the sum of (I) Adjusted Consolidated Net Income for such period and (II) the decrease, if any, in Working Capital from the first day to the last day of such period, minus, without duplication, (b) the sum of (I) the amount of all Capital Expenditures made by Silgan and its Subsidiaries (to the extent that such Subsidiary’s Adjusted Consolidated Net Income is included in clause (a)(I) of this definition) on a consolidated basis during such period, other than Capital Expenditures to the extent financed through insurance or condemnation proceeds, Asset Sale proceeds, proceeds from a sale and leaseback transaction, proceeds utilizing the Net Equity Proceeds Amount or the Retained Excess Cash Flow Amount or Indebtedness (other than ~~Canadian~~ ~~Revolving Loans,~~ Revolving Loans or Swingline Loans) during such period, (II) the aggregate principal amount of permanent payments or prepayments on Indebtedness for borrowed money of Silgan and its Subsidiaries (to the extent that such Subsidiary’s Adjusted Consolidated Net Income is included in clause (a)(I) of this definition) (other than (A) repayments or prepayments of intercompany loans, (B) repayments or prepayments of Indebtedness to the extent made with insurance or condemnation proceeds, Asset Sale proceeds, proceeds from a sale and leaseback transaction, equity proceeds or proceeds from the incurrence or issuance of any Indebtedness and (C) repayments of Loans, provided that repayments of Loans shall be deducted in determining Excess Cash Flow if such repayments were required as a result of a Term Loan Scheduled Repayment) on a consolidated basis during such period, (III) the increase, if any, in Working Capital from the first day to the last day of such period, (IV) the aggregate amount of costs and expenses incurred by Silgan and its Subsidiaries (to the extent that such Subsidiary’s Adjusted Consolidated Net Income is included in clause (a)(I) of this definition) during such period in connection with the consolidation and plant rationalization of their operations to the extent such amounts have not reduced Adjusted Consolidated Net Income for such period or constituted Capital Expenditures made during such period, (V) the aggregate amount of Investments made under Section 9.05(xiii) during such period except to the extent utilizing (x) proceeds from the Permitted Additional Investment Basket Amount or (y) insurance or condemnation proceeds, Asset Sale proceeds, sale and leaseback proceeds or Indebtedness proceeds and (VI) the aggregate amount of cash Dividends paid pursuant to Sections 9.03(iii) and (iv) (other than Dividends paid in respect of withholding taxes in connection with employee stock compensation plans in an aggregate amount not to exceed $25,000,000 in any consecutive four fiscal quarter period) during such period except to the extent utilizing (x) proceeds from the Net Equity Proceeds Amount or (y) insurance proceeds or condemnation proceeds, Asset Sale proceeds, sale and leaseback proceeds or Indebtedness proceeds.

“Exchange Percentage” shall mean, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the sum of (i) the aggregate outstanding principal amount of the Loans owed to such Lender and (ii) the LC Exposure of such Lender, and (b) the denominator shall be the sum of (i) the aggregate outstanding principal amount of the Loans owed to all the Lenders and (ii) the aggregate LC Exposure of all the Lenders.

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, United States federal, Canadian or Dutch withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrowers under Section 2.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 2.12, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 5.04(g) and (d) any United States federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” shall mean that certain Credit Agreement, dated as of January 14, 2014, among Silgan, Containers, Plastics, Manufacturing, Silgan Can Company, Silgan Canada, certain other Subsidiaries of Silgan, the financial institutions party thereto and Xxxxx Fargo, as administrative agent, as amended, modified or supplemented through the Third Amendment Effective Date.

“Existing Indebtedness” shall have the meaning provided in Section 9.04(ii).

“Existing Letters of Credit” shall have the meaning provided in Section 3.01(a).

“~~Extended Canadian Revolving Loan Commitments” shall have the meaning provided in ~~Section 2.18~~.~~

“Extended Revolving Loan Commitments” shall have the meaning provided in Section 2.18.

“Extended Term Loans” shall have the meaning provided in Section 2.18.

“Extension” shall have the meaning provided in Section 2.18.

“Extension Offer” shall have the meaning provided in Section 2.18.

“Farm Credit Lender” shall mean a federally-chartered Farm Credit System lending institution organized under the Farm Credit Act of 1971, as amended.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as enacted on the Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and the regulations promulgated thereunder or published administrative guidance implementing such Sections and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“FCA” shall have the meaning provided in Section 1.04.

“FCPA” shall mean The United States Foreign Corrupt Practices Act of 1977, as amended.

“Federal Funds Rate” shall mean, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of the quotation for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fees” shall mean all amounts payable pursuant to or referred to in Section 4.01.

“~~First Amendment Effective Date” means May 30, 2018.~~

“Fitch” shall mean Fitch Ratings Inc. and any successor to its rating agency business.

“Floor” means a rate of interest equal to 0.00%.

“Foreign Borrower” shall mean a ~~Canadian Term Loan Borrower, any other~~ Foreign Incremental Term Loan ~~Borrower, a Canadian Revolving~~ Borrower, a Dutch Borrower and/or any other Foreign Revolving Borrower, as the context may require.

“Foreign Collateral” shall mean the capital stock or other equity interests covered by any of the Foreign Security Documents, including all Additional Collateral covered thereby.

“Foreign Credit Party” shall mean each Foreign Borrower, ~~each Canadian Guarantor,~~ each Dutch Guarantor and each Related Foreign Company Guarantor.

“Foreign Incremental Term Loan Borrower” shall mean any Wholly-Owned Foreign Subsidiary of Silgan that becomes an Incremental Term Loan Borrower pursuant to Section 6.04(b).

“Foreign Lender” shall mean (a) if the applicable Borrower is a US Person, a Lender that is not a US Person, and (b) if the applicable Borrower is not a US Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.

“Foreign Pension Plan” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program (other than a statutorily required program) established or maintained outside the United States of America by Silgan or any one or more of its Subsidiaries primarily for the benefit of employees of Silgan or such Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Foreign Revolving Borrower” shall mean (i) each Dutch Borrower, ~~(ii) in the case of Canadian Revolving Loans only, each Canadian Revolving Borrower,~~ and (~~iii~~ii ) any other Wholly-Owned Foreign Subsidiary of Silgan that becomes a Revolving Borrower pursuant to Section 6.04(b).

“Foreign Security Documents” shall have the meaning provided in Section 6.04(b) and, after the execution and delivery thereof, shall include each Additional Security Document entered into by a Foreign Credit Party.

“Foreign Subsidiary” shall mean, as to any Person, each Subsidiary of such Person which is not a Domestic Subsidiary.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to any Issuing Lender, such Defaulting Lender’s RL Percentage of the outstanding Letter of Credit Obligations with respect to Letters of Credit issued by such Issuing Lender, other than such Letter of Credit Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Loan Commitment percentage of outstanding Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fronting Fees” shall have the meaning provided in Section 4.01(d).

“Fund” means any Person (other than a natural Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities.

“GAAP” shall mean generally accepted accounting principles in effect in the United States of America applied on a consistent basis.

“Gateway Acquisition” shall mean the acquisition of Gateway Plastics LLC by Silgan White Cap LLC completed on September 20, 2021.

“Governmental Authority” shall mean the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank).

“Guarantor” shall mean and include each US Guarantor, ~~each Canadian Guarantor,~~ each Dutch Guarantor and each Related Foreign Company Guarantor.

“Guaranty” shall mean and include the US Borrowers/Subsidiaries Guaranty, ~~the Canadian Borrowers/Subsidiaries Guarantee,~~ the Dutch Guarantee, each Related Foreign Company Guaranty and each other guaranty that may be executed and delivered pursuant to Section 8.10.

“IBA” shall have the meaning provided in Section 1.04.

“Incremental Commitment Agreement” shall mean any Incremental Term Loan Commitment Agreement and/or any Incremental Revolving Loan Commitment Agreement, as the context may require.

“Incremental Commitment Effectiveness Requirements” shall mean, with respect to any provision of an Incremental Term Loan Commitment or an Incremental Revolving Loan Commitment on a given Incremental Loan Commitment Date, subject to Section 1.03, the satisfaction of each of the following conditions on or prior to the effective date of the respective Incremental Commitment

Agreement: (i) no Default or Event of Default then exists or would result therefrom and all of the representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects at such time (unless stated to 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); (ii) Silgan and its Subsidiaries shall have delivered such technical amendments, modifications and/or supplements to the respective Security Documents as are reasonably requested by the Administrative Agent to ensure that the additional Obligations to be incurred pursuant to the Incremental Term Loan Commitments or Incremental Revolving Loan Commitments (as applicable) are secured by, and entitled to the benefits of, the Security Documents (to the extent required by the terms of this Agreement); (iii) Silgan shall have delivered to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Credit Parties reasonably satisfactory to the Administrative Agent and dated the relevant Incremental Loan Commitment Date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Effective Date pursuant to Section 6.01(c) as may be reasonably requested by the Administrative Agent, and such other matters incident to the transactions contemplated thereby as the Administrative Agent may reasonably request; (iv) Silgan and the other Credit Parties shall have delivered to the Administrative Agent such other officers’ certificates, resolutions and evidence of good standing as the Administrative Agent shall reasonably request; (v) to the extent requested by any Incremental Term Loan Lenders or any Incremental Revolving Lenders, as the case may be, Incremental Term Notes or Revolving Notes (as applicable) will be issued, at Silgan’s expense, to such Lenders, to be in conformity with the requirements of Section 2.05 (with appropriate modifications) to the extent needed to reflect the Incremental Term Loan Commitments or Incremental Revolving Loan Commitments and outstanding Incremental Term Loans or Revolving Loans made by such Incremental Term Loan Lenders or Incremental Revolving Lenders, as the case may be; (vi) if the respective Borrower is a Wholly-Owned Foreign Subsidiary of Silgan, the provisions of Section 6.04 shall have been satisfied to the extent provided therein; (vii) calculations are made by Silgan demonstrating compliance with the covenants contained in Sections 9.07 and 9.08 for the Calculation Period most recently ended prior to such date of effectiveness, on a Pro Forma Basis, as if the relevant Incremental Term Loans or Revolving Loans to be made pursuant to such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments (in each case, assuming the full utilization thereof) had been incurred and after giving effect to the application of the proceeds therefrom (including, without limitation, any Permitted Acquisition which is to be financed with the proceeds of such Loans (as well as other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period); and (viii) on or prior to each Incremental Loan Commitment Date (in addition to the applicable conditions precedent set forth in Section 6.03 to the extent required to be satisfied on such date), the Administrative Agent shall have received from the chief financial officer or treasurer of Silgan a certificate (x) certifying as to which provisions of the Senior Notes Documents and any Additional Permitted Silgan Indebtedness Document that the respective incurrence of Incremental Term Loans or Revolving Loans to be made pursuant to such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments (in each case, assuming the full utilization thereof) will be justified and that such incurrence will not violate such provisions, and (y) containing calculations (in reasonable detail) demonstrating compliance with preceding clause (vii) and sub-clause (viii)(x).

“Incremental Commitment Termination Date” shall mean (x) with respect to any Tranche of Incremental Term Loans, the last date by which Incremental Term Loans under such Tranche may be incurred under this Agreement, which date shall be set forth in the respective Incremental Term Loan Commitment Agreement but may be no later than the latest Maturity Date then in effect, and (y) with respect to any Tranche of Incremental Revolving Loan Commitments, the last date such Incremental Revolving Loan Commitments may become effective but may be no later than the latest Maturity Date then in effect.

“Incremental Equivalent Indebtedness” ~~has~~ shall have the meaning ~~assigned thereto~~provided in Section 9.04(xix).

“Incremental Loan Commitment Date” shall mean any Incremental Term Loan Borrowing Date or any Incremental Revolving Loan Commitment Date, as the context may require.

“Incremental Loan Commitment Request Requirements” shall mean, with respect to any request for an Incremental Term Loan Commitment made pursuant to Section 2.14 or Incremental Revolving Loan Commitment made pursuant to Section 2.15, the satisfaction of each of the following conditions on the date of such request: (i) no Default or Event of Default then exists or would result therefrom and all of the representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects at such time (unless stated to 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); (ii) Silgan and its Subsidiaries will be in compliance with Sections 9.07 and 9.08 for the Calculation Period most recently ended prior to the date of the request for Incremental Term Loan Commitments or Incremental Revolving Loan Commitments, as the case may be, on a Pro Forma Basis, as if the relevant Loans to be made pursuant to such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments (in each case, assuming the full utilization thereof) had been incurred and after giving effect to the application of the proceeds therefrom (including, without limitation, any Permitted Acquisition which is to be financed with the proceeds of such Loans (as well as other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period); and (iii) the respective incurrence of Incremental Term Loans or incurrence of Revolving Loans (assuming full utilization of such Incremental Revolving Loan Commitments) may be incurred in accordance with, and will not violate the provisions of, the Senior Notes Documents and any Additional Permitted Silgan Indebtedness Document.

“Incremental Revolving Lender” shall have the meaning provided in Section 2.15(b).

“Incremental Revolving Loan Commitment Agreement” shall mean an Incremental Revolving Loan Commitment Agreement substantially in the form of Exhibit M (appropriately completed) executed in accordance with Section 2.15.

“Incremental Revolving Loan Commitment Date” shall mean each date upon which an Incremental Revolving Loan Commitment under an Incremental Revolving Loan Commitment Agreement becomes effective as provided in Section 2.15(b).

“Incremental Revolving Loan Commitments” shall mean, for any Lender, any commitment by such Lender to make Revolving Loans as agreed to by such Lender in the Incremental Revolving Loan Commitment Agreement delivered pursuant to Section 2.15; it being understood, however, that on each date upon which an Incremental Revolving Loan Commitment of any Lender becomes effective, such Incremental Revolving Loan Commitment of such Lender shall be added to (and thereafter become a part of) the Revolving Loan Commitment of such Lender for all purposes of this Agreement as contemplated by Section 2.15.

“Incremental Term Loan” shall have the meaning provided in Section 2.01(d).

“Incremental Term Loan Borrower” shall mean Silgan (if Silgan incurs Incremental Term Loans) and each Foreign Incremental Term Loan Borrower.

“Incremental Term Loan Borrowing Date” shall mean, with respect to each Tranche of Incremental Term Loans, each date on which Incremental Term Loans of such Tranche are incurred pursuant to Section 2.01(d) and as otherwise permitted by Section 2.14.

“Incremental Term Loan Commitment” shall mean, for each Lender, any commitment to make Incremental Term Loans provided by such Lender pursuant to Section 2.14, in such amount as agreed to by such Lender in the respective Incremental Term Loan Commitment Agreement and as set forth opposite such Lender’s name in Schedule I (as modified in accordance with Section 2.14) directly below the column entitled “Incremental Term Loan Commitment”, as the same may be (x) reduced from time to time or terminated pursuant to Sections 4.02, 4.03, 5.02 and/or Article X or (y) adjusted from time to time as a result of assignments to and from such Lender pursuant to Sections 2.13 and/or 12.04(b).

“Incremental Term Loan Commitment Agreement” shall mean each Incremental Term Loan Commitment Agreement in the form of Exhibit L (appropriately completed) executed in accordance with Section 2.14.

“Incremental Term Loan Lender” shall have the meaning provided in Section 2.14(b).

“Incremental Term Loan Maturity Date” shall mean, for any Tranche of Incremental Term Loans, the final maturity date set forth for such Tranche of Incremental Term Loans in the respective Incremental Term Loan Commitment Agreement relating thereto, provided that the final maturity date for all Incremental Term Loans of a given Tranche shall be the same date.

“Incremental Term Loan Scheduled Repayment” shall have the meaning provided in Section 5.02(e).

“Incremental Term Note” shall have the meaning provided in Section 2.05(a).

“Indebtedness” shall mean, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services, (ii) indebtedness under all bankers’ acceptances, and the face amount of all letters of credit issued for the account of such Person and all drafts drawn thereunder, (iii) all liabilities secured by any Lien on any property owned by such Person, whether or not such liabilities have been assumed by such Person (provided that, if the Person has not assumed or otherwise become liable in respect of such indebtedness, such indebtedness shall be deemed to be in an amount equal to the lesser of (x) the amount of such indebtedness and (y) the fair market value (as determined in good faith by Silgan) of the property to which such Lien relates), (iv) the aggregate amount required to be capitalized under leases under which such Person is the lessee, (v) all obligations under Interest Rate Protection Agreements ~~and~~ , (vi) all Contingent Obligations of such Person and (vii) all obligations of such Person in respect of Disqualified Capital Stock. Notwithstanding the foregoing, Indebtedness (x) shall not include trade payables and accrued expenses incurred by any Person in accordance with customary practices and in the ordinary course of business of such Person, (y) shall include the obligations under the Accounts Receivable Facility to the extent that such obligations are required to be reflected as a liability on the consolidated balance sheet of Silgan in accordance with accounting principles generally accepted in the United States and (z) shall include the obligations under supply chain financing arrangements to the extent that such obligations are required to be reflected as a liability on the consolidated balance sheet of Silgan in accordance with accounting principles generally accepted in the United States.

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Credit Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“~~Individual Canadian RL Exposure” shall mean, at any time for any Canadian Revolving Lender, the aggregate principal amount of all Canadian Revolving Loans made by such Canadian Revolving Lender and outstanding at such time.~~

“Individual RL Exposure” shall mean, at any time for any Revolving Lender, the sum of (I) the aggregate principal amount of all Revolving Loans made by such Revolving Lender and outstanding at such time (for this purpose, using the Dollar Equivalent of each Primary Alternate Currency Revolving Loan of such Revolving Lender then outstanding), (II) such Revolving Lender’s RL Percentage of all Letter of Credit Obligations at such time and (III) such Revolving Lender’s RL Percentage of the aggregate principal amount of all Swingline Loans outstanding at such time (for this purpose, using the Dollar Equivalent of each outstanding Euro Denominated Swingline Loan).

“Initial Revolving Loan Maturity Date” shall mean ~~May 30~~November 9, ~~2023~~2026 ; provided that if, on the date that is 91 days prior to the maturity date of any of the ~~2022~~2025 Senior Notes or the 2026 Senior Secured Notes, as applicable, all of the ~~2022~~2025 Senior Notes or 2026 Senior Secured Notes, as applicable, that mature on such maturity date have not been (a) repaid in full, (b) amended to extend the final maturity date thereof to a date that is more than 90 days after the Initial Revolving Loan Maturity Date or (c) refinanced with other senior notes with a final maturity date that is more than 90 days after the Initial Revolving Loan Maturity Date, then the Initial Revolving Loan Maturity Date will be the date that is 91 days prior to the earliest maturity date of any such ~~2022~~2025 Senior Notes or 2026 Senior Secured Notes, as applicable, which remain outstanding (such earlier date, the “Springing Revolver Maturity Date”); provided, however, that, solely with respect to the 2026 Senior Secured Notes, no Springing Revolver Maturity Date shall be deemed to have occurred if on the Springing Revolver Maturity Date and at all times following the Springing Revolver Maturity Date until the 2026 Senior Secured Notes are repaid in full, amended to extend the final maturity date thereof to a date that is more than 90 days after the Initial Revolving Loan Maturity Date or refinanced with other senior notes with a final maturity date that is more than 90 days after the Initial Revolving Loan Maturity Date, Silgan maintains Liquidity of not less than an amount equal to 100% of the outstanding principal amount of the 2026 Senior Secured Notes.

“Initial RFR Loan” shall mean an RFR Loan that would have borne interest based upon a Daily Simple RFR or a Term RFR on the Third Amendment Effective Date, which for all purposes of this Agreement shall refer only to Loans denominated in Pounds Sterling.

“Initial Term Loan Maturity Date” shall ~~mean May 30~~November 9, ~~2024~~2027 ; provided that if, on the date that is 91 days prior to the maturity date of any of the ~~2022~~2025 Senior Notes or the 2026 Senior Secured Notes, as applicable, all of the ~~2022~~2025 Senior Notes or 2026 Senior Secured Notes, as applicable, that mature on such maturity date have not been (a) repaid in full, (b) amended to extend the final maturity date thereof to a date that is more than 90 days after the Initial Term Loan Maturity Date or (c) refinanced with other senior notes with a final maturity date that is more than 90 days after the Initial Term Loan Maturity Date, then the Initial Term Loan Maturity Date will be the date that is 91 days prior to the earliest maturity date of any such ~~2022~~2025 Senior Notes or 2026 Senior Secured Notes, as applicable, which remain outstanding (such earlier date, the “Springing Term Loan Maturity Date”); provided, however, that, solely with respect to the 2026 Senior Secured Notes, no Springing Term Loan Maturity Date shall be deemed to have occurred if on the Springing Term Loan Maturity Date and at all times following the Springing Term Loan Maturity Date until the 2026 Senior Secured Notes are repaid in full, amended to extend the final maturity date thereof to a date that is more than 90 days after the

Initial Term Loan Maturity Date or refinanced with other senior notes with a final maturity date that is more than 90 days after the Initial Term Loan Maturity Date, Silgan maintains Liquidity of not less than an amount equal to 100% of the outstanding principal amount of the 2026 Senior Secured Notes.

“Interest Coverage Ratio” shall mean, for any period, the ratio of (x) EBITDA for such period to (y) Interest Expense for such period.

“Interest Determination Date” shall mean the ~~second Business Day~~date prior to the commencement of any Interest Period on which the Adjusted Eurocurrency Rate relating to a ~~Euro~~Eurocurrency Rate Loan or an RFR relating to an RFR Loan is determined in accordance with this Agreement.

“Interest Expense” shall mean, for any period, the sum of (i) the total consolidated interest expense of Silgan and its Subsidiaries for such period (without giving effect to any amortization or write-off of up-front fees and expenses in connection with any debt issuance or any premiums paid in connection with refinancing or repurchasing any Indebtedness) net of any total consolidated interest income of Silgan and its Subsidiaries for such period and (ii) the product of (A) the aggregate amount of all cash Dividend payments made on any class of Qualified Preferred Stock prior to the fifth anniversary after the issuance of such Qualified Preferred Stock and (B) a fraction, the numerator of which is one and the denominator of which is one minus the current effective consolidated federal, state, local and foreign income tax rate of Silgan expressed as a decimal.

“Interest Payment Date” shall mean each date on which accrued and unpaid interest is due and payable pursuant to Section 2.08(d).

“Interest Period” shall have the meaning provided in Section 2.09.

“Interest Rate Protection Agreement” shall mean any interest rate cap agreement, interest rate swap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement.

“Investment Grade Rating” means the achievement of public corporate/corporate family ratings of Silgan of at least (in each case, with a stable or better outlook) (a) Baa3 from Xxxxx’x, (b) BBB- from S&P and/or (c) BBB- from Fitch. In the event that any Rating Agency changes its rating system, the referenced ratings shall be the ratings equivalent to the above-denominated ratings prior to giving effect to such change, as reasonably determined by the Administrative Agent.

“Investments” shall have the meaning provided in Section 9.05.

“IRS” shall mean the United States Internal Revenue Service.

“ISP98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

“Issuing Country” shall have the meaning provided in Section 12.19.

“Issuing Lender” shall mean each of Xxxxx Fargo, Bank of America, N.A., Xxxxxxx Sachs Bank USA (solely with respect to standby Letters of Credit)~~, HSBC Bank USA, National Association~~, Mizuho Bank, Ltd and ~~Coöperatieve Rabobank U.A., New York Branch~~Sumitomo Mitsui Banking Corporation and any other Lender reasonably acceptable to the Administrative Agent which, at the request of Silgan, agrees in such Lender’s sole discretion to issue Letters of Credit hereunder; provided that, if any

Extension or Extensions of Revolving Loan Commitments is or are effected in accordance with Section 2.18, then upon the occurrence of the Initial Revolving Loan Maturity Date and on each later date which is or was at any time a Revolving Loan Maturity Date with respect to Revolving Loan Commitments (each, an “Issuing Lender Termination Date”), each Issuing Lender at such time shall have the right to resign as an Issuing Lender on, or on any date within 20 Business Days after, the respective Issuing Lender Termination Date, in each case upon not less than 10 days’ prior written notice thereof to Silgan and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the respective entity so resigning shall retain all of its rights hereunder and under the other Credit Documents as an Issuing Lender with respect to all Letters of Credit theretofore issued by it (which Letters of Credit shall remain outstanding in accordance with the terms hereof until their respective expirations) but shall not be required to issue any further Letters of Credit hereunder. If at any time and for any reason (including as a result of resignations as contemplated by the proviso to the preceding sentence), each Issuing Lender has resigned in such capacity in accordance with the preceding sentence, then no Person shall be an Issuing Lender hereunder obligated to issue Letters of Credit unless and until (and only for so long as) a Lender (or an affiliate of a Lender) reasonably satisfactory to the Administrative Agent and Silgan agrees to act as an Issuing Lender hereunder. Any Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by one or more Affiliates of such Issuing Lender (in which case each such Affiliate shall be the Issuing Lender of such Letters of Credit). To the extent that any Affiliate of the Administrative Agent is an Issuing Lender hereunder, such Affiliate also shall cease to be an Issuing Lender hereunder as provided in Section 11.09 to the same extent as the Administrative Agent.

“Issuing Lender Termination Date” shall have the meaning set forth in the definition of “Issuing Lender” contained herein.

“Joint Lead Arrangers” shall mean Xxxxx Fargo Securities, LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date hereof) BofA Securities, Inc., Mizuho Bank, Ltd, CoBank, ACB, Xxxxxxx Sachs Bank USA~~, HSBC USA, National Association, Mizuho Bank, LTD and Coöperatieve Rabobank U.A., New York Branch~~ and Sumitomo Mitsui Banking Corporation, in their respective capacities as Joint Lead Arrangers and Joint Bookrunners for the credit facilities provided for hereunder.

“Joint Venture” shall mean any Person (other than a Subsidiary of Silgan) in which Silgan (directly or through one or more of its Subsidiaries) owns 50% or less of the equity interests.

“Judgment Currency” shall have the meaning provided in Section 12.18(a).

“Judgment Currency Conversion Date” shall have the meaning provided in Section 12.18(a).

“LC Commitment” means, as to any Issuing Lender, the obligation of such Issuing Lender to issue Letters of Credit for the account of any Revolving Borrower from time to time in an aggregate amount equal to (a) for each of the initial Issuing Lenders, the amount set forth opposite the name of each such initial Issuing Lender on Schedule XII; provided that, if (i) the Revolving Borrowers have requested trade letters of credit that Xxxxxxx Xxxxx Bank USA is unable to provide and (ii) no Issuing Lender (other than Xxxxxxx Sachs Bank USA) has capacity under its LC Commitment to issue additional Letters of Credit at such time, then notwithstanding the amount set forth on Schedule XII, the amount of Xxxxx Fargo’s LC Commitment shall be automatically increased, solely during the period that the events in clauses (i) and (ii) above exist, by an amount equal to the portion of the LC Commitment of Xxxxxxx Xxxxx Bank USA that is unavailable for the issuance of such trade letters of credit requested by the

Revolving Borrowers and (b) for any other Issuing Lender becoming an Issuing Lender after the ~~First~~Third Amendment Effective Date, such amount as separately agreed to in a written agreement between Silgan and such Issuing Lender (which such agreement shall be promptly delivered to the Administrative Agent upon execution), in each case of clauses (a) and (b) above, any such amount may be changed after the ~~First~~Third Amendment Effective Date in a written agreement between Silgan and such Issuing Lender (which such agreement shall be promptly delivered to the Administrative Agent upon execution).

“LC Exposure” shall mean, at any time, the sum of (i) the aggregate Stated Amount of all outstanding Letters of Credit at such time and (ii) the aggregate amount of all Unpaid Drawings that have not yet been reimbursed by or on behalf of the Revolving Borrowers at such time.

“LC Reserve Account” shall have the meaning provided in Section 2.16(i).

“Lease Accounting GAAP Change” has the meaning assigned to such term in Section 12.07(a).

“Leaseholds” of any Person shall mean all of the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

“Lender” shall have the meaning provided in the first paragraph of this Agreement.

“Lender Participant” shall have the meaning provided in Section 12.04(c).

“Lender Participant Register” shall have the meaning provided in Section 12.04(c).

“Lending Office” shall mean, with respect to any Lender, the office where such Lender maintains such Lender’s extension of Loans.

“Letter of Credit” shall have the meaning provided in Section 3.01(a).

“Letter of Credit Fees” shall have the meaning provided in Section 4.01(c).

“Letter of Credit Obligations” shall mean, at any time, the sum of (i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings (taking the Dollar Equivalent of any amounts owed in Currencies other than Dollars) in respect of all Letters of Credit at such time.

“Letter of Credit Request” shall have the meaning provided in Section 3.03(a).

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any lease having substantially the same effect as any of the foregoing).

“Limited Condition Acquisition” means any Permitted Acquisition that is financed in whole or in part with a substantially concurrent incurrence of Incremental Term Loans and is not conditioned on the availability of, or on obtaining, third-party financing.

“Limited Condition Revolving Loans” means those Revolving Loans made on the Delayed Draw Funding Date in an aggregate amount not to exceed $300,000,000 plus any additional amounts necessary to fund any purchase price adjustment pursuant to the terms of the Specified Purchase Agreement (as of

Effective Date), to pay a portion of the cash consideration for the Specified Acquisition and related transaction expenses.

“Liquidity” means, at any time, the sum of (a) the Revolving Loan Commitments minus the sum of the aggregate principal amount of all Revolving Loans (for this purpose, using the Dollar Equivalent of each Revolving Loan denominated in a Primary Alternate Currency) and Swingline Loans (for this purpose, using the Dollar Equivalent of each Euro Denominated Swingline Loan) then outstanding plus the aggregate amount of all Letter of Credit Obligations at such time plus the aggregate principal amount of all AR Revolver Debt then outstanding plus (b) all unrestricted cash and cash equivalents held by Silgan and its Subsidiaries.

“Loan” shall mean each US A Term Loan, ~~each Canadian A Term Loan,~~ each Incremental Term Loan, ~~each Canadian Revolving Loan,~~ each Revolving Loan and each Swingline Loan.

“ ”Local Time” shall mean the local time in effect at (x) the applicable Notice Office in the case of Notices of Borrowing, Notices of Conversions/Continuances and Letter of Credit Requests and (y) ~~the applicable Payment Office in the case of all payments and disbursements of Loans, other Obligations or Letters of Credit~~with respect to any Loans and Letters of Credit and payments in any Alternative Currency, the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable Issuing Lender (with notice to the Administrative Agent), as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“London Banking Day” shall mean any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank market.

“Majority Lenders” of any Tranche shall mean those Non-Defaulting Lenders which would constitute the Required Lenders under, and as defined in, this Agreement if all outstanding Obligations of the other Tranches under this Agreement were repaid in full and all Commitments with respect thereto were terminated.

“Mandatory Borrowing” shall have the meaning provided in Section 2.01(h).

“Manufacturing” shall have the meaning provided in the first paragraph of this Agreement.

“Margin Reduction Period” shall mean each period which shall commence on a date on which the financial statements are delivered pursuant to Section 8.01(a) (other than in respect of the fourth fiscal quarter of any fiscal year of Silgan) or Section 8.01(b), as the case may be, and which shall end on the earlier of (i) the date of actual delivery of the next financial statements pursuant to Section 8.01(a) (other than in respect of the fourth fiscal quarter of any fiscal year of Silgan) or Section 8.01(b), as the case may be, and (ii) the latest date on which the next financial statements are required to be delivered pursuant to Section 8.01(a) (other than in respect of the fourth fiscal quarter of any fiscal year of Silgan) or Section 8.01(b), as the case may be; provided that the first Margin Reduction Period shall commence on the date of delivery of the financial statements in respect of the fiscal quarter of Silgan ending on March 31, 2017.

“Margin Stock” shall have the meaning provided in Regulation U of the Board of Governors of the Federal Reserve System.

“Material Adverse Effect” shall mean a material adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of Silgan and its Subsidiaries taken as a whole.

“Material Subsidiary” shall mean any Subsidiary of Silgan, which either (i) the Consolidated Assets (excluding intercompany amounts that are eliminated in Silgan’s consolidated financial statements in accordance with GAAP) of which were more than 10.0% of Silgan’s Consolidated Assets as of the end of the most recently completed fiscal year of Silgan for which audited financial statements are available or (ii) the consolidated total revenues of which were more than 10.0% of Silgan’s consolidated total revenues for such period; provided that other Borrowers shall be deemed to be Material Subsidiaries. Assets of Foreign Subsidiaries shall be converted into Dollars at the rates used for purposes of preparing the consolidated balance sheet of Silgan included in such audited financial statements.

“Maturity Date” shall mean the Initial Term Loan Maturity Date, each Incremental Term Loan Maturity Date, the Initial Revolving Loan Maturity Date or the Swingline Expiry Date, as the case may be; provided that, with respect to any Tranche of Extended Term Loans~~, Extended Canadian Revolving Loan Commitments (and related outstandings)~~ or Extended Revolving Loan Commitments (and related outstandings), the Maturity Date with respect thereto shall instead be the final maturity date as specified in the applicable Extension Offer accepted by the respective Lender.

“Maximum Swingline Amount” shall mean $75,000,000; provided that, in no event shall the aggregate outstanding principal amount of all Euro Denominated Swingline Loans (for this purpose, using the Dollar Equivalent of all such outstanding Euro Denominated Swingline Loans) in respect of all Revolving Borrowers exceed €25,000,000.

“Minimum Borrowing Amount” shall mean (i) for Term Loans that are Dollar Loans, $5,000,000 (and integral multiples of $1,000,000 in excess thereof (or such other amount as may be agreed to by the Administrative Agent)), (ii) ~~for Canadian A Term Loans, C$5,000,000 (and integral multiples of C$1,000,000 in excess thereof (or such other amount as may be agreed to by the Administrative Agent))~~[reserved], (iii) for Incremental Term Loans denominated in an Alternate Currency, an amount in such Alternate Currency to be determined by the Administrative Agent and the respective Incremental Term Loan Lenders as set forth in the relevant Incremental Term Loan Commitment Agreement, (iv) for Revolving Loans, $2,500,000 (using the Dollar Equivalent thereof in the case of Primary Alternate Currency Revolving Loans) (and, in either case, integral multiples of $500,000 (or the applicable Dollar Equivalent thereof) in excess thereof (or such other amount as may be agreed to by the Administrative Agent)), (v) for Swingline Loans, $250,000 (using the Dollar Equivalent thereof in the case of Euro Denominated Swingline Loans) (and integral multiples of $100,000 (or the applicable Dollar Equivalent thereof) in excess thereof (or such amount as may be agreed to by the Administrative Agent)) and (vi) for ~~Canadian Revolving~~ Loans maintained, incurred as, or converted into Canadian Prime Rate Loans, C$1,000,000 (and integral multiples of C$500,000 in excess thereof (or such amount as may be agreed to by the Administrative Agent)), and for ~~Canadian Revolving~~ Loans maintained or incurred as, or converted into CDOR Rate Loans, C$2,000,000 (and integral multiples of $500,000 in excess thereof (or such amount as may be agreed to by the Administrative Agent)).

“Minimum Extension Condition” shall mean (xa) with respect to any Extension of any Tranche of Term Loans pursuant to Section 2.18, that Lenders, the sum of whose aggregate outstanding principal amount of Term Loans of such Tranche at such time equal 30% or more of the aggregate outstanding principal amount of all Term Loans of such Tranche at such time, shall have accepted the respective Extension Offer~~, (y~~ and (b) with respect to any Extension of any Tranche of Revolving Loan Commitments pursuant to Section 2.18, that Lenders, the sum of whose Revolving Loan Commitments of such Tranche at such time equal 30% or more of the aggregate Revolving Loan Commitments of such

Tranche at such time, shall have accepted the respective Extension Offer and (z) with respect to any Extension of any Tranche of Canadian Revolving Loan Commitments pursuant to ~~Section 2.18~~, that Lenders, the sum of whose Canadian Revolving Loan Commitments of such Tranche at such time equal 30% or more of the aggregate Canadian Revolving Loan Commitments of such Tranche at such time, shall have accepted the respective Extension Offer.

“Minimum Tranche Amount” shall have the meaning provided in Section 2.18.

“Moody’s” shall mean Xxxxx’x Investors Services, Inc.

“NAIC” shall mean the National Association of Insurance Commissioners.

“Net Equity Proceeds” shall mean, with respect to each sale or issuance by Silgan of its equity (other than any sales or issuances to any Subsidiary or Unrestricted Subsidiary of Silgan), the cash proceeds received by Silgan therefrom (net of underwriting discounts and commissions and other reasonable costs associated therewith).

“Net Equity Proceeds Amount” shall mean, at any time, an amount equal to the sum of (i) $16,700,000 and (ii) the Net Equity Proceeds received by Silgan after September 30, 2016, with the Net Equity Proceeds Amount to be immediately reduced by (i) the amount of any Permitted Debt Repurchases made with Net Equity Proceeds, (ii) the amount of any Permitted Acquisitions made with Net Equity Proceeds, (iii) the amount of any Investments made pursuant to Section 9.05(xiii) or guarantees entered into pursuant to Section 9.04(xii) in each case with Net Equity Proceeds and (iv) the amount of any cash Dividends paid or made pursuant to Sections 9.03(iii) and (iv) with Net Equity Proceeds.

“Net Insurance Proceeds” shall mean, with respect to any Recovery Event, the cash proceeds received by the respective Person therefrom (net of (i) reasonable costs and taxes associated therewith and (ii) the amount of such insurance or condemnation proceeds required to be used to repay any Indebtedness (other than Indebtedness secured under the Security Documents) which is secured by the respective assets subject to such Recovery Event).

“Net Sale Proceeds” shall mean, for any Asset Sale or sale and leaseback transaction, the gross cash proceeds (including any cash received by way of deferred payment pursuant to a promissory note, receivable or otherwise, but only as and when received) received from such Asset Sale or sale and leaseback transaction net of (i) the reasonable costs incurred in connection therewith, (ii) the amount of such gross cash proceeds required to be used to repay any Indebtedness (other than Indebtedness secured under the Security Documents) which is secured by the respective assets which were sold and (iii) the estimated marginal increase in taxes which will be payable by Silgan’s consolidated group with respect to the year in which sale occurs as a result thereof.

“Non-Consenting Lender” shall mean any Lender that does not approve any consent, waiver, amendment, modification or termination that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 12.12 and (ii) has been approved by the Required Lenders.

“Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting Lender.

“Note” shall mean each US A-1 Term Note, each ~~Canadian~~US A-2 Term Note, each Incremental Term Note, ~~each Canadian Revolving Note,~~ each Dutch Revolving Note, each Revolving Note and each Swingline Note.

“Notice of Borrowing” shall have the meaning provided in Section 2.03(a).

“Notice of Conversion/Continuation” shall have the meaning provided in Section 2.06~~(a)~~.

“Notice Office” shall mean (i) except as provided in clause (ii) below, the office of the Administrative Agent located at 0000 Xxxx X.X. Xxxxxx Xxxx., XXXX0000-000, Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000, Attention: Syndication Agency Services, Telephone No.: (000) 000-0000, and Telecopier No.: (000) 000-0000 or such other office or offices as the Administrative Agent may designate in writing to the Borrowers and the Lenders from time to time, and (ii) in the case of Incremental Term Loans of a given Tranche to a Foreign Incremental Term Loan Borrower, the office of the Administrative Agent designated as the “Notice Office” for such Tranche of Incremental Term Loans in the respective Incremental Term Loan Commitment Agreement or a Foreign Revolving Borrower ~~(other than a Canadian Revolving Borrower)~~, the office of the Administrative Agent designated as the “Notice Office” at the time such Wholly-Owned Foreign Subsidiary of Silgan becomes a Foreign Revolving Borrower hereunder (which office, in the case of preceding sub-clauses (x) and (y), may be the same as that in preceding clause (i), although if such office is not the same, a copy of the relevant notice also shall be delivered to the Administrative Agent at the Notice Office referred to in preceding clause (i)), or such other office or offices as the Administrative Agent may designate in writing to the Borrowers and the Lenders from time to time.

“Obligation Currency” shall have the meaning provided in Section 12.18(a).

“Obligations” shall mean all amounts owing to any Agent, the Collateral Agent, any Issuing Lender, the Swingline Lender or any Lender pursuant to the terms of this Agreement or any other Credit Document, including, without limitation, all amounts in respect of any principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in this Agreement, whether or not such interest is an allowed claim under any such proceeding or under applicable state, federal or foreign law), penalties, fees, expenses, indemnifications, reimbursements (including Unpaid Drawings with respect to Letters of Credit), damages and other liabilities, and guarantees of the foregoing amounts.

“OFAC” shall mean the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Other Alternate Currency” shall mean an Alternate Currency other than ~~Canadian Dollars and~~ a Primary Alternate Currency.

“Other Hedging Agreements” shall mean (i) any foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against fluctuations in currency values and (ii) any commodity swap agreements or other similar agreements or arrangements designed to protect against fluctuations in commodity prices.

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in

any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document).

“Other Taxes” shall mean all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.13).

“~~Overnight Euro Rate~~” on any date shall mean the offered quotation to first-class banks in the Euro-Zone interbank market by the Swingline Lender for Euro overnight deposits of amounts in immediately available funds comparable to the outstanding principal amount of the Euro Denominated Swingline Loan of the Swingline Lender as of 11:00 A.M. (Brussels time) on such date; ~~provided~~ that in the event the Administrative Agent has made any determination pursuant to ~~Section 2.10(a)~~ in respect of Euro Denominated Swingline Loans, the Overnight Euro Rate determined pursuant to this definition shall instead be the rate determined by the Swingline Lender as the all-in-cost of funds for the Swingline Lender to fund such Euro Denominated Swingline Loan.

“Parallel Debt” shall have the meaning provided in Section 12.21(a).

“Participant” shall have the meaning provided in Section 3.04(a).

“Patriot Act” shall have the meaning provided in Section 12.17.

“Payment Office” shall mean (i) except as provided in clause (ii) below, the office of the Administrative Agent located at 0000 Xxxx X.X. Xxxxxx Xxxx., XXXX0000-000, Attention: Syndication Agency Services, Telephone No.: (000) 000-0000, and Telecopier No.: (000) 000-0000, or such other office as the Administrative Agent may designate in writing to the Borrowers and the Lenders from time to time, and (ii) in the case of (x) Incremental Term Loans of a given Tranche to a Foreign Incremental Term Loan Borrower, the office of the Administrative Agent designated as the “Payment Office” for such Tranche of Incremental Term Loans in the respective Incremental Term Loan Commitment Agreement or (y) a Foreign Revolving Borrower ~~(other than a Canadian Revolving Borrower)~~, the office of the Administrative Agent designated as the “Payment Office” at the time such Wholly-Owned Foreign Subsidiary of Silgan becomes a Foreign Revolving Borrower hereunder (which office, in the case of preceding sub-clauses (x) and (y), may be the same as that in preceding clause (i), although if such office is not the same, a copy of the relevant notice also shall be delivered to the Administrative Agent at the Payment Office referred to in preceding clause (i)), or such other office or offices as the Administrative Agent may designate in writing to the Borrowers and the Lenders from time to time.

“Payment Recipient” shall have the meaning provided in Section 11.12(a).

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“Permitted Acquisition” shall mean (a) the purchase by Silgan or any of its Subsidiaries (in one or a series of related transactions) of at least 51% of the capital stock or other equity interests of or all or substantially all of the assets of any Person (or any product line or division or unit of such Person or any manufacturing facility of such Person so long as the acquisition of any such manufacturing facility does not constitute a Capital Expenditure) or (b) the merger, consolidation or amalgamation of Silgan or one of its Subsidiaries with any other Person if all of the following conditions are met on the date such

acquisition, merger, consolidation or amalgamation is consummated, which in the case of a Limited Condition Acquisition shall be subject to Section 1.03:

(i) no Default or Event of Default has occurred and is continuing or would result therefrom;

(ii) in the case of any acquisition of capital stock of a Person, such acquisition was not commenced or at any time conducted as a “hostile” transaction;

(iii) in the case of any acquisition of any equity interest in any Person, if after giving effect to such acquisition such Person becomes a Subsidiary of Silgan which is not an Unrestricted Subsidiary, such Person, to the extent required by Section 9.10, (A) guarantees the Obligations hereunder and (B) except during a Collateral Release Period, grants the security interest contemplated by such Section 9.10;

(iv) all actions, if any, required to be taken under Section 9.10 with respect to any acquired or newly formed Subsidiary are taken as and when required under Section 9.10; and

(v) if the aggregate purchase price for such acquisition is $300,000,000 or greater (excluding the maximum value of earn out obligations, if any): (x) immediately after giving effect thereto on a Pro Forma Basis for the Test Period most recently ended prior to the date of such acquisition for which financial statements have been delivered under this Agreement, the Borrowers are in compliance with the financial covenant in Section 9.08 and no Default or Event of Default would exist hereunder and (y) on or before the date of such acquisition, Silgan delivers to the Administrative Agent and the Lenders pro forma financial statements supporting the calculations required by clause (x) hereof, if applicable, certified on behalf of Silgan by the chief financial officer, treasurer or controller of Silgan to the best of his or her knowledge.

“Permitted Additional Investment Basket Amount” shall mean, at any time, an amount equal to the sum of (a) the Net Equity Proceeds Amount at such time and (b) the Retained Excess Cash Flow Amount at such time.

“Permitted Debt Repurchases” shall mean one or more open market or privately negotiated transactions or voluntary Refinancings pursuant to which (x) Silgan Refinances outstanding Senior Notes, unsecured Incremental Equivalent Indebtedness or Additional Permitted Indebtedness incurred by it or a Dutch Subsidiary or (y) a Dutch Subsidiary Refinances outstanding Additional Permitted Dutch 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 Net 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 in compliance with Section 9.08, (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, treasurer or controller setting forth (in reasonable detail) the calculation of the Total Net 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 in compliance with Section 9.08, (iv) except as provided in the immediately succeeding sentence, the sum of (I) the Total Unutilized Revolving Loan Commitment plus (II~~) the Dollar Equivalent of the Total Unutilized~~ ~~Canadian Revolving Loan Commitment plus (III~~) the aggregate amount of all unrestricted cash and Cash Equivalents on the consolidated balance sheet of Silgan and its Subsidiaries, in each case after giving effect to the respective Permitted Debt Repurchase, shall be at least $100,000,000, and (v) immediately following any such Refinancing, the Senior Notes, the unsecured Incremental Equivalent Indebtedness or the Additional Permitted Indebtedness so Refinanced are

cancelled by Silgan or the respective Dutch Subsidiary, as the case may be. Notwithstanding the foregoing, clauses (ii), (iii) and (iv) above in this definition shall not apply to any Refinancing of Senior Notes, unsecured Incremental Equivalent ~~Indebteness~~Indebtedness or Additional Permitted Silgan Indebtedness so long as the only proceeds used to effect such Refinancing are from the incurrence of Additional Permitted Silgan Indebtedness.

“Permitted Holders” shall mean any of the following Persons:

(1) Mr. D. Xxxx Xxxxxxxx and Mr. R. Xxxxxxx Xxxxxx;

(2) Affiliates, siblings, children and other lineal descendants, spouses or former spouses, widows or widowers and estates of either of the Persons referred to in clause (1) above;

(3) any trust having a majority of its beneficiaries be one or more of the Persons referred to in clauses (1) or (2) above; and

(4) any Person a majority of the voting power of the outstanding capital stock of which is owned by one or more of the Persons referred to in clauses (1), (2) or (3) above.

“Permitted Liens” shall have the meaning provided in Section 9.01.

“Permitted Subordinated Indebtedness” shall mean any Additional Permitted Dutch Subordinated Indebtedness.

“Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, unlimited liability company, association, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” shall mean any multiemployer plan (as defined in Section 4001(a)(3) of ERISA) or any single-employer plan (as defined in Section 4001(a)(15) of ERISA), subject to Title IV of ERISA, which is maintained or contributed to, or at any time during the five calendar years preceding the date of this Agreement was maintained or contributed to by any Borrower, any Subsidiary of any Borrower or any ERISA Affiliate.

“Plastics” shall have the meaning provided in the first paragraph of this Agreement.

“Pounds Sterling” and “£” shall mean freely transferable lawful money of the United Kingdom.

“Pounds Sterling Equivalent” shall mean, at any time for the determination thereof, the amount of Pounds Sterling which could be purchased with the amount of Dollars involved in such computation at the spot exchange rate therefor as quoted by the Administrative Agent as of 11:00 A.M. (Local Time) on the date two Business Days prior to the date of any determination thereof for purchase on such date (or, in the case of any determination pursuant to Section 12.18, on the date of determination).

~~“PPSA”~~ shall mean the Personal Property Security Act (Ontario) and the regulations thereunder and any other personal property security legislation and applicable regulations of any other province or territory of Canada (including the Civil Code (Quebec) and the regulation respecting the register of personal and movable real rights promulgated thereunder) where a Canadian Credit Party has, from time to time, its chief executive office or tangible personal property, in each case, as may be amended from time to time and includes any successor legislation.

“Primary Alternate Currency” shall mean each of Euros ~~and~~, Pounds Sterling and Canadian Dollars.

“Primary Alternate Currency Letter of Credit” shall mean any Letter of Credit denominated in a Primary Alternate Currency.

“Primary Alternate Currency Revolving Loan” shall mean each Revolving Loan denominated in a Primary Alternate Currency.

“Primary Alternate Currency Revolving Loan Sublimit” shall mean an amount equal to the lesser of (i) $~~800,000,000~~1,000,000,000 and (ii) the amount of the Total Revolving Loan Commitment as then in effect. The Primary Alternate Currency Revolving Loan Sublimit is part of, and not in addition to, the Total Revolving Loan Commitment.

“Primary Alternate Currency Unpaid Drawing” shall have the meaning provided in Section 3.05(a).

“Prime Lending Rate” shall mean the rate which Xxxxx Fargo announces from time to time as its prime lending rate, the Prime Lending Rate to change when and as such prime lending rate changes. The Prime Lending Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Xxxxx Fargo may make commercial loans or other loans at rates of interest at, above or below the Prime Lending Rate.

“Pro Forma Basis” shall mean, in connection with any calculation of compliance with any financial covenant or financial term required by this Agreement to be determined on a Pro Forma Basis, the calculation thereof after giving effect on a pro forma basis to ;

(wa) the assumption, incurrence or issuance of any Indebtedness or capital stock (other than revolving Indebtedness, except to the extent same is incurred to refinance other outstanding Indebtedness (including, without limitation, any Indebtedness assumed as part of any Permitted Acquisition and any Additional Permitted Indebtedness pursuant to a Refinancing), or to finance Permitted Acquisitions or Investments made pursuant to Section 9.05(xiii)) during (and, in the case of determining compliance with Section 9.02(x), after the first day of) the relevant Calculation Period as if such Indebtedness had been incurred or capital stock issued (and the proceeds thereof applied) on the first day of the relevant Calculation Period, it being understood that to the extent any Indebtedness is incurred to purchase any working capital in connection with a Permitted Acquisition, such amount shall be based on the average working capital of the Person or assets so acquired for the four quarter period immediately preceding the date of such acquisition,;

(xb) the permanent repayment of any Indebtedness (other than revolving Indebtedness (except (A) to the extent accompanied by a corresponding permanent commitment reduction or (B) a repayment of such revolving Indebtedness, the original proceeds of which were used to fund (I) a Permitted Acquisition, (II) an Investment pursuant to Section 9.05(xiii), (III) a prepayment of Term Loans, (IV) a prepayment of Senior Notes or Incremental Equivalent Indebtedness permitted hereunder or (V) a prepayment of Additional Permitted Indebtedness permitted hereunder, in each case made using proceeds of Additional Permitted Indebtedness or Incremental Term Loans) and any Term Loan Scheduled Repayment) during (and, in the case of determining compliance with Section 9.02(x), after the first day of) the relevant Calculation Period as if such Indebtedness had been retired or redeemed on the first day of the relevant Calculation Period,;

(yc) the consummation of any Specified Asset Sale or sale and leaseback transaction during and, in the case of determining compliance with Section 9.02(x), after the first day of) the relevant Calculation Period as if such Specified Asset Sale or sale and leaseback transaction had been consummated on the first day of the relevant Calculation Period; and

(zd) all Permitted Acquisitions, consummated during (and, in the case of determining compliance with Section 9.02(x), after the first day of) the relevant Calculation Period and, in the case of determining compliance with Section 9.02(x), on or prior to the date of the respective Permitted Acquisition then being effected, with the following rules to apply in connection with the foregoing:

(i) all Indebtedness and capital stock (x) (other than revolving Indebtedness, except to the extent same is incurred to refinance other outstanding Indebtedness (including, without limitation, any Indebtedness assumed as part of any Permitted Acquisition and any Additional Permitted Indebtedness pursuant to a Refinancing) or to finance Permitted Acquisitions or Investments made pursuant to Section 9.05(xiii)) assumed, incurred or issued during (and, in the case of determining compliance with Section 9.02(x), after the first day of) the relevant Calculation Period (whether incurred to finance a Permitted Acquisition or an Investment made pursuant to Section 9.05(xiii), to refinance Indebtedness or otherwise) shall be deemed to have been incurred or issued (and the proceeds thereof applied) on the first day of the respective Calculation Period and remain outstanding through the date of determination and (y) (other than revolving Indebtedness (except (A) to the extent accompanied by a corresponding permanent commitment reduction or (B) repayment of such revolving Indebtedness, the original proceeds of which were used to fund (I) a Permitted Acquisition, (II) an Investment pursuant to Section 9.05(xiii), (III) a prepayment of Term Loans, (IV) a prepayment of Senior Notes or Incremental Equivalent Indebtedness permitted hereunder or (V) a prepayment of Additional Permitted Indebtedness permitted hereunder, in each case made using proceeds of Additional Permitted Indebtedness or Incremental Term Loans)) permanently retired or redeemed during (and, in the case of determining compliance with Section 9.02(x), after the first day of) the relevant Calculation Period shall be deemed to have been retired or redeemed on the first day of the respective Calculation Period and remain retired through the date of determination;

(ii) all Indebtedness assumed to be outstanding pursuant to preceding clause (i) shall be deemed to have borne interest at (x) the rate applicable thereto, in the case of fixed rate indebtedness or (y) in the case of floating rate indebtedness, the average rate which would have been applicable thereto during the respective period when same was deemed outstanding (although interest expense with respect to any Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding); and

(iii) in making any determination of EBITDA, pro forma effect shall be given to any cost savings from, or cash expenses in connection with, any Permitted Acquisition and any Specified Asset Sale and sale and leaseback transaction for the periods described above as if such cost savings or cash expenses were realized on the first day of the respective period, taking into account, in the case of any Permitted Acquisition, pro forma cost savings that are factually supportable, identifiable and directly attributable to operational efficiencies (including, without limitation, purchasing synergies and personnel reductions that are factually supportable, identifiable and directly attributable to operational efficiencies) expected to be created by Silgan or, without duplication, by the acquired entity (including such similar actions taken by an acquired entity prior to being acquired) with respect to any Permitted Acquisition (as certified by the chief financial officer, treasurer or controller of Silgan), which efficiencies can be reasonably computed (based on the four fiscal quarters immediately preceding the date of such proposed

Permitted Acquisition), are expected to be realized within 24 months from the date of such Permitted Acquisition and are not duplicative of any amounts that are otherwise added back in computing EBITDA, and (ax ) are permitted as an adjustment pursuant to Article 11 of Regulation S-X under the Securities Act~~, (b) represent in the aggregate for such Permitted Acquisition less than fifteen percent (15%) of the EBITDA being acquired in connection with such Permitted Acquisition~~ or (cy) are otherwise approved by the Administrative Agent in its sole discretion acting in good faith. ~~Following the consummation of~~Notwithstanding anything to the contrary, (1) the amounts to be added to the calculation of EBITDA with respect to the ~~Specified~~Albea Acquisition, pursuant to this clause (iii) shall be as set forth on Schedule XIII; (2) the amounts to be added to the calculation of EBITDA with respect to the ~~Target~~Gateway Acquisition pursuant to this clause (iii) ~~for the fiscal quarters ended March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016 shall be deemed to be $3,750,000 in each case~~shall be as set forth on Schedule XIII; and (3) the amounts to be added to the calculation of EBITDA with respect to the Easytech Acquisition pursuant to this clause (iii) shall be as set forth on Schedule XIII.

In addition, to the extent that either historical financial information of the Person or assets acquired as part of any Permitted Acquisition is not available or pro forma adjustments have been made to any available historical financial information, Silgan also shall provide a certificate of its chief financial officer, controller or treasurer certifying that the financial information used to determine such pro forma calculations reasonably reflects the results that would have occurred had such Permitted Acquisition occurred on the first day of the most recently ended Test Period.

“Projections” shall have the meaning provided in Section 6.01(l).

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Qualified Capital Stock” means any capital stock or other equity interests that are not Disqualified Capital Stock.

“Qualified Preferred Stock” shall mean any preferred stock of Silgan so long as the terms of any such preferred stock (i) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision occurring before the date which is six months after the latest Maturity Date then in effect, (ii) provide that the payment of all Dividends thereunder are subject to the provisions set forth in this Agreement, as the same may be amended, modified, replaced or refinanced from time to time, (iii) do not contain any covenants that are more restrictive in any material respect than those covenants contained in any Senior Notes Indenture (as in effect on the Effective Date), (iv) do not grant the holders thereof any voting rights except for (x) voting rights required to be granted to such holders under Applicable Law and (y) limited customary voting rights on fundamental matters such as mergers, consolidations, sales of all or substantially all of the assets of Silgan, liquidations involving Silgan or amendments to any of the covenants set forth therein, and (v) are otherwise reasonably satisfactory to the Administrative Agent.

“Quarterly Payment Date” shall mean the last Business Day of each March, June, September and December commencing March 31, 2017.

“Rate Determination Date” shall mean, with respect to any Interest Period, two (2) Eurocurrency Banking Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that to the extent that such market practice is not administratively

feasible for the Administrative Agent, such other day as otherwise reasonably determined by the Administrative Agent).

“Rating Agency” means each of Xxxxx’x, S&P and Fitch.

“RCRA” shall mean the Resources Conservation and Recovery Act, as the same may be amended from time to time, 42 U.S.C. § 6901 et seq.

“Real Property” of any Person shall mean all of the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

“Receivables Subsidiary” shall mean a special purpose Wholly-Owned Domestic Subsidiary of Silgan formed to enter into the Accounts Receivable Facility.

“Recipient” shall mean (a) the Administrative Agent, (b) any Lender and (c) any Issuing Lender, as applicable.

“Recovery Event” shall mean the receipt by Silgan or any of its Subsidiaries of any cash insurance proceeds (other than relating to business interruption coverage) or casualty or condemnation awards payable by reason of theft, loss, physical destruction, damage, taking or any other similar event with respect to any property or assets of Silgan or any of its Subsidiaries.

“Reference Time” with respect to any setting of the then-current Benchmark for any Currency shall mean (a) if such Benchmark is a Daily Simple RFR, (i) if the RFR for such Benchmark is SOFR, then three (3) RFR Business Days prior to (A) if the date of such setting is an RFR Business Day, such date or (B) if the date of such setting is not an RFR Business Day, the RFR Business Day immediately preceding such date, and (ii) if the RFR for such Benchmark is XXXXX, then three (3) RFR Business Days prior to (A) if the date of such setting is an RFR Business Day, such date or (B) if the date of such setting is not an RFR Business Day, the RFR Business Day immediately preceding such date, (b) if such Benchmark is an Adjusted Eurocurrency Rate, (i) if the applicable Adjusted Eurocurrency Rate for such Benchmark is based upon USD LIBOR, then 11:00 a.m. (London time) on the day that is two (2) Eurocurrency Banking Days preceding the date of such setting, (ii) if the applicable Adjusted Eurocurrency Rate for such Benchmark is based upon EURIBOR, then 11:00 a.m. (Brussels time) on the day that is two (2) Eurocurrency Banking Days preceding the date of such setting, and (c) otherwise, then the time determined by the Administrative Agent, including in accordance with the Benchmark Replacement Conforming Changes.

“Refinance,” “Refinanced” or “Refinancing” shall mean, when used in respect of the Senior Notes, any Additional Permitted Indebtedness and/or or any unsecured Incremental Equivalent Indebtedness, to refinance, redeem, repay, repurchase, acquire or defease any Senior Notes, any such issue of Additional Permitted Indebtedness or any such unsecured Incremental Equivalent Indebtedness.

“Register” shall have the meaning provided in Section 12.16.

“Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

“Regulation T” shall mean Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Regulation X” shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Related Foreign Company Group” shall mean, with respect to any Foreign Borrower, the Foreign Subsidiary that is the direct parent of such Foreign Borrower and the Material Subsidiaries of such Foreign Borrower that are organized in the same jurisdiction as such Foreign Borrower.

“Related Foreign Company Guarantor” shall have the meaning provided in Section 6.04(b).

“Related Foreign Company Guaranty” shall have the meaning provided in Section 6.04(b).

“Related Parties” shall mean, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Currency Equivalent” shall mean the Dollar Equivalent, the Canadian Dollar Equivalent, the Euro Equivalent or the Pounds Sterling Equivalent, as applicable.

“Relevant Effective Date” shall mean (i) in the case of any Lender party hereto on the Effective Date or any assignee of any such Lender, the Effective Date, and (ii) in the case of a Person which is an Eligible Transferee that initially becomes a Lender hereto pursuant to Section 2.14 or 2.15, the Incremental Loan Commitment Date specified in the respective Incremental Commitment Agreement for such Eligible Transferee.

“~~Replacement Rate” has the meaning assigned thereto in ~~Section~~~~ ~~2.10(h)~~Relevant Governmental Body” shall mean (a) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto and (b) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, any Alternate Currency, (1) the central bank for the Currency in which such Obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, or any central bank or other supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (2) any working group or committee officially endorsed or convened by (A) the central bank for the Currency in which such Obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, (B) any central bank or other supervisor that is responsible for supervising either (i) such Benchmark Replacement or (ii) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the Financial Stability Board or any part thereof.

“Reportable Event” shall mean an event described in Section 4043(c) of ERISA with respect to a Plan as to which the 30-day notice requirement has not been waived by the PBGC.

“Required Lenders” shall mean Non-Defaulting Lenders the sum of whose outstanding Term Loans (~~provided~~ ~~that, solely for the purposes of this definition, with respect to the US A Term Loan,~~

p~~rior to the Delayed Draw Funding Deadline, the aggregate amount of the unfunded US A Term Loan Commitment shall be deemed to be “outstanding”)~~, Incremental Term Loan Commitments, Revolving Loan Commitments (or after the termination thereof, outstanding Revolving Loans and RL Percentage of outstanding Swingline Loans and Letter of Credit Obligations) ~~and Canadian Revolving Loan Commitments (or after the termination thereof, outstanding Canadian Revolving Loans)~~ represent an amount greater than 50% of the sum of (i) all outstanding Term Loans of Non-Defaulting Lenders, (ii) the Total Incremental Term Loan Commitment in respect of all Tranches of Incremental Term Loans less the Incremental Term Loan Commitments of all Defaulting Lenders, and (iii) the Total Revolving Loan Commitment less the Revolving Loan Commitments of all Defaulting Lenders (or, if after the Total Revolving Loan Commitment has been terminated, the sum of the then total outstanding Revolving Loans of Non-Defaulting Lenders) and the aggregate RL Percentages of all Non-Defaulting Lenders of the total outstanding Swingline Loans and Letter of Credit Obligations at such time and (iv) the Total Canadian Revolving Loan Commitment less the Canadian Revolving Loan Commitments of all Defaulting Lenders (or, if after the Total Canadian Revolving Loan Commitment has been terminated, the sum of the then total outstanding Canadian Revolving Loans of Non-Defaulting Lenders). For purposes of this definition, the calculation of the outstanding principal amount of all Alternate Currency Loans and the amount of any Incremental Term Loan Commitments denominated in an Alternate Currency shall be determined by taking the Dollar Equivalent thereof at the time of any such calculation.

“Required US Lenders” shall mean those Non-Defaulting Lenders holding Loans and Revolving Loan Commitments of the US Borrowers which would constitute the Required Lenders under, and defined in, this Agreement if all the outstanding Obligations of the Foreign Borrowers were repaid in full and all the Commitments with respect thereto were terminated.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted Party” means a Person that is:

(i) listed on, or owned (meaning 50% or greater ownership interest) or controlled by one or more persons listed on any Sanctions List;

(ii) located in, incorporated under the laws of, or owned (meaning 50% or greater ownership interest) or controlled by one or more persons located in or organized under the laws of, a country that is, or whose government is, the target of comprehensive country-wide or territory wide Sanctions Laws and Regulations (currently the Crimea Region of Xxxxxxx, Xxxx, Xxxx, Xxxxx, Xxxxx, xxx Xxxxx Xxxxx); or

(iii) otherwise a target of Sanctions Laws and Regulations (“target of Sanctions Laws and Regulations” signifying a person with whom a U.S. Person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities).

“Restructuring Transaction” means any transaction or a series of transactions pursuant to which:

(i) a US Credit Party transfers the equity interests it holds in a Subsidiary to another US Credit Party or, in the case of a Subsidiary that is a Foreign Subsidiary, a Foreign Credit Party;

(ii) a Foreign Credit Party transfers the equity interests it holds in a Subsidiary to another Foreign Credit Party or a US Credit Party;

(iii) a Subsidiary of a US Credit Party transfers the equity interests it holds in a Subsidiary to a US Credit Party;

(iv) a Subsidiary of a Foreign Credit Party transfers the equity interests it holds in a Subsidiary to a Foreign Credit Party or a US Credit Party;

(v) a US Subsidiary that is not a US Credit Party transfers the equity interests it holds in a Subsidiary to another US Subsidiary;

(vi) a Foreign Subsidiary that is not a Foreign Credit Party transfers the equity interests it holds in a Subsidiary to a Foreign Subsidiary or a US Subsidiary;

(vii) Portola Packaging LLC and any other Credit Party transfers the equity interests it holds in Portola S.R.O. (organized under the laws of the Czech Republic), Portola Limited (organized under the laws of England and Wales) and Limited Liability Company Portola (organized under the laws of Russia) to Silgan Europe Holdings B.V. and/or Silgan International Holdings B.V.;

(viii) Silgan B.V. transfers the equity interests it holds in WestRock Dispensing Systems Milano S.r.l. and WestRock Dispensing Systems Vicenza S.r.l. to a newly organized Italian subsidiary of Silgan B.V. (A) to repay in full intercompany Indebtedness of Silgan B.V. to such newly organized Italian subsidiary or (B) in return for an intercompany note from such newly organized Italian subsidiary in an amount equal to the portion of the purchase price for the Specified Acquisition allocated to WestRock Dispensing Systems Milano S.r.l. and WestRock Dispensing Systems Vicenza S.r.l., which intercompany note is then used by Silgan B.V. to repay its intercompany note owed to Silgan in respect of the portion of the purchase price loaned by Silgan to Silgan B.V. for WestRock Dispensing Systems Milano S.r.l. and WestRock Dispensing Systems Vicenza S.r.l.;

(ix) Silgan B.V. transfers the equity interests it holds in WestRock Dispensing Systems Hemer GmbH to a newly organized German subsidiary of Silgan B.V. to repay in full intercompany Indebtedness of Silgan B.V. to such newly organized German subsidiary;

(x) Silgan makes equity contributions in an amount not to exceed $180,000,000 in the aggregate to Silgan Partnership C.V., from which Silgan Partnership C.V. in turn makes an equity contribution in an amount not to exceed $180,000,000 in the aggregate to Silgan B.V., from which Silgan B.V. in turn makes equity contributions in an amount not to exceed $150,000,000 in the aggregate to its newly organized Italian subsidiary, newly organized German subsidiary and Silgan International B.V. ( for Silgan International B.V. to make a subsequent equity contribution to Silgan White Cap Holdings Spain S.L.), in each of clauses (viii)-(x), in connection with the Specified Acquisition; ~~and/or~~

(xi) (a) Silgan transfers certain intercompany notes relating to the Specified Acquisition set forth on Schedule VIII to Silgan Partnership C.V. in exchange for intercompany notes in the same aggregate principal amount, (b) Silgan Partnership C.V., in turn, transfers certain of such intercompany notes to Silgan B.V., in exchange for intercompany notes in the same aggregate principal amount and (c) Silgan B.V., in turn, transfers certain of such intercompany notes to Silgan International B.V., in exchange for intercompany notes in the same aggregate principal amount; and/or

(xii) Silgan International B.V. makes an equity contribution to Silgan White Cap Polska Sp. z o.o. in an amount not to exceed the entire outstanding principal amount and all unpaid interest, to the extent transferred to Silgan International B.V., under the Intercompany Term Note dated January 14, 2014 in the original principal amount of €50,377,928.14 made by Silgan White Cap Polska Sp. z o.o. in favor of Silgan White Cap Holdings Spain, S.L. (the “Poland Intercompany Note”), which Poland Intercompany Note will be transferred in whole or in part by Silgan White Cap Holdings Spain, S.L. to Silgan International B.V. and which equity contribution will be effected by converting such amount of the outstanding principal amount and unpaid interest under the Poland Intercompany Note so transferred to Silgan International B.V. to the equity of Silgan White Cap Polska Sp. z o.o.~~; and/or~~

~~(xiii) Silgan International B.V. consummates the transactions described on~~ ~~Schedule XIII~~.

provided that (a) no Default or Event of Default is continuing or would result therefrom and (b) to the extent applicable, the Credit Parties comply with the requirements of Sections 8.09 and 9.10 promptly after giving effect to each such transactions. The Administrative Agent and the Lenders hereby acknowledge and agree that where a Restructuring Transaction is to be accomplished in a series of substantially concurrent transactions, such Restructuring Transaction may be effected by transfers, Dividends and/or Investments (including, without limitation, the conversion of any related intercompany Indebtedness into equity interests) through Silgan or a Subsidiary of Silgan not otherwise permitted to take such actions in such Restructuring Transaction so long as the last step in such series is permitted by any provision of clauses (i) through (xi) above.

“Retained Excess Cash Flow Amount” shall mean the sum of (I) $940,400,000 (representing the Retained Excess Cash Flow Amount under, and as defined in, the Existing Credit Agreement as of the Effective Date) plus (II) a cumulative amount equal to the remainder of (x) 50% of Excess Cash Flow for each fiscal year of Silgan (commencing with the fiscal year ending December 31, 2016), increased to 100% of Excess Cash Flow if the Total Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.50:1.00, less (y) the sum of (without duplication) (1) the aggregate amount of principal prepayments of Loans (for this purpose, using the Dollar Equivalent with respect to any Alternate Currency Loans) to the extent (and only to the extent) that such prepayments were made as a voluntary prepayment pursuant to Section 5.01 with internally generated funds (but in the case of a voluntary prepayment of ~~(x)~~ Revolving Loans or Swingline Loans, only to the extent accompanied by a voluntary reduction to the Total ~~Revolving Loan Commitment in an amount equal to such prepayment, or (y) Canadian Revolving Loans, only to the extent accompanied by a voluntary reduction to the Total Canadian~~ Revolving Loan Commitment in an amount equal to such prepayment) during such fiscal year and (2) the aggregate amount of principal prepayments of Term Loans (for this purpose, using the Dollar Equivalent with respect to any Alternate Currency Term Loans) to the extent (and only to the extent) that such prepayments were made as a voluntary prepayment pursuant to Section 5.01 with proceeds of Revolving Loans~~, Canadian Revolving Loans~~ or Swingline Loans during (and which ~~Revolving Loans, Canadian~~ Revolving Loans or Swingline Loans were, at the time of the respective prepayment, anticipated to be repaid with internally generated funds during) such fiscal year, as reduced by (i) the amount of any Permitted Debt Repurchases made with the proceeds of the Retained Excess Cash Flow Amount (including all amounts expended in respect of principal, premium and fees, but excluding interest) and (ii) the amount of any Investments made pursuant to Section 9.05(xiii) or guaranties entered into pursuant to Section 9.04(xii) in excess of 20% of Consolidated Tangible Assets at the relevant time (based on the most recently delivered financial statements pursuant to Section 8.01) in the aggregate in each case made with the proceeds of the Retained Excess Cash Flow Amount.

“Revolving Borrower” shall mean each of (i) Silgan, Containers, Plastics, Manufacturing, and each Dutch Borrower and each Canadian Revolving Borrower (but, in the case of a Canadian Revolving Borrower, solely with respect to Canadian Revolving Loans incurred pursuant to the Total Canadian Revolving Loan Commitment) 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 6.04(a) and, to the extent applicable, Section 6.04(b).

“Revolving Lender” shall mean each Lender which has a Revolving Loan Commitment (without giving effect to any termination of the Total Revolving Loan Commitment if any Swingline Loans or Letter of Credit Obligations remain outstanding) or which has any outstanding Revolving Loans.

“Revolving Loan Commitment” shall mean, for each Lender, the amount set forth opposite such Lender’s name in Schedule I directly below the column entitled “Revolving Loan Commitment,” as same may be (x) increased from time to time pursuant to Section 2.15, (y) reduced from time to time or terminated pursuant to Sections 4.02, 4.03, 5.02 and/or Article X, or (z) adjusted from time to time as a result of assignments to or from such Lender pursuant to Sections 2.13 and/or 12.04(b). In addition, the Revolving Loan Commitment of each Lender shall include, subject to the consent of such Lender, any Extended Revolving Loan Commitment of such Lender.

“Revolving Loan Maturity Date” shall mean the Initial Revolving Loan Maturity Date; provided that, with respect to any Tranche of Extended ~~Revolving Loan Commitments (and related outstandings) or Extended Canadian~~ Revolving Loan Commitments (and related outstandings), the Revolving Loan Maturity Date with respect thereto shall instead be the final maturity date as specified in the applicable Extension Offer accepted by the respective Lender.

“Revolving Loans” shall have the meaning provided in Section 2.01(e).

“Revolving Notes” shall have the meaning provided in Section 2.05(a).

“Revolving Outstandings” shall mean, at any time, the sum of the aggregate principal amount of all ~~Revolving Loans, Canadian~~ Revolving Loans (for this purpose, using the Dollar Equivalent of each ~~Canadian~~ Revolving Loan denominated in a Primary Alternate Currency) and Swingline Loans (for this purpose, using the Dollar Equivalent of each Euro Denominated Swingline Loan) then outstanding plus the aggregate amount of all Letter of Credit Obligations at such time plus the aggregate principal amount of all AR Revolver Debt then outstanding; provided, however, that (i) the term Revolving Outstandings shall not include any Revolving Loans, ~~Canadian Revolving Loans,~~ Swingline Loans or AR Revolving Debt the proceeds of which were used to finance a Permitted Acquisition (including to refinance any Indebtedness assumed as part of any Permitted Acquisition), an Investment pursuant to Section 9.05(xiii), a payment under a guaranty provided under Section 9.04(xii) or a Permitted Debt Repurchase, and (ii) notwithstanding the provisions of clause (i) of this proviso, the term Revolving Outstandings shall include any Revolving Loans, Canadian Revolving Loans, Swingline Loans or AR Revolving Debt the proceeds of which were used to finance the Specified Acquisition (solely for the period through, but not including, December 31, 2017) and (iii) for the period through, and including, December 31, ~~2016~~2020, the Revolving Outstandings ~~amount~~amounts shall be $0.

“RFR” shall mean, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Dollars, on and after the USD LIBOR Transition Date, SOFR, and (b) Xxxxxxxx, XXXXX.

“RFR Administrator” shall mean the SOFR Administrator, or the XXXXX Administrator, as applicable.

“RFR Business Day” shall mean, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Dollars, on and after the USD LIBOR Transition Date, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities, and (b) Pounds Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London; provided, that for purposes of notice requirements in Sections 2.03(a), 2.06, 2.09 and 5.01, in each case, such day is also a Business Day.

“RFR Loan” shall mean a Daily Simple RFR Loan or a Term RFR Loan, as the context may require.

“RFR Rate Day” has the meaning assigned thereto in the definition of “Daily Simple RFR”.

“RL Percentage” of any Revolving Lender at any time shall mean a fraction (expressed as a percentage) the numerator of which is the Revolving Loan Commitment of such Revolving Lender at such time and the denominator of which is the Total Revolving Loan Commitment at such time; provided that if the RL Percentage of any Revolving Lender is to be determined after the Total Revolving Loan Commitment has been terminated, then the RL Percentages of the Revolving Lenders shall be determined immediately prior (and without giving effect) to such termination.

“S&P” shall mean Standard & Poor’s Financial Services LLC, a part of XxXxxx-Xxxx Financial and any successor thereto.

“Sanctions Laws and Regulations” means the economic sanctions laws, regulations or restrictive measures administered, enacted, or enforced by: (i) the United States government, including but not limited to, Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001), the Patriot Act, the U.S. International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.), the U.S. Trading with the Enemy Act (50 U.S.C. App. §§ 1 et seq.), the U.S. United Nations Participation Act, the U.S. Syria Accountability and Lebanese Sovereignty Act, the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 or the Iran Sanctions Act, Section 1245 of the National Defense Authorization Act of 2012, the Iran Freedom and Counter-Proliferation Act of 2012, the Iran Threat Reduction and Syria Human Rights Act of 2012, the Support for the Sovereignty, Integrity, Democracy, and Economic Stability of Ukraine Act of 2014, the Ukraine Freedom Support Act of 2014, all as amended, any of the foreign assets control regulations (including but not limited to 31 C.F.R., Subtitle B, Chapter V, as amended), or the U.S. Export Administration Act, the U.S. Export Administration Regulations, or the International Traffic in Arms Regulations; (ii) the United Nations; (iii) the European Union; (iv) any member state of the European Union; (v) the United Kingdom; or (vi) the respective governmental institutions and agencies of any of the foregoing, including without limitation, OFAC, the United States Department of State, her Majesty’s Treasury (“HMT”) or the United Nations Security Council (together the “Sanctions Authorities”).

“Sanctions List” means the Annex to Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001), the Specially Designated Nationals and Blocked Persons List, EO 13599 List, and Foreign Sanctions Evaders List maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions Laws and Regulations designation made by, any of the Sanctions Authorities.

“Screen Rate” shall mean, for any Eurocurrency Rate Loan denominated in Dollars, the USD LIBOR Rate, and for any Eurocurrency Rate Loan denominated in Euros, the EURIBOR Rate.

“SEC” shall have the meaning provided in Section 8.01(f).

“Secured Creditors” shall have the meaning provided in the respective Security Documents.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Security Document” shall mean and include each US Security Document, ~~each Canadian Security Document,~~ each Dutch Security Document and each other Foreign Security Document.

“Senior Notes” shall mean, collectively, (a) ~~the 2022 Senior Notes and (b)~~ the 2025 Senior Notes and (b) the 2026 Senior Secured Notes.

“Senior Notes Documents” shall mean the Senior Notes, the Senior Notes Indentures and each of the other documents executed in connection therewith.

“Senior Notes Indentures” shall mean, as applicable, (a) ~~the 2022 Senior Notes Indenture and (b)~~ the 2025 Senior Notes Indenture and (b) the 2026 Senior Secured Notes Indenture.

“Senior Secured Indebtedness” shall mean, at any time, the sum of (a) the aggregate principal amount of the Obligations at such time and (b) the aggregate principal amount of Indebtedness of Silgan and its Subsidiaries determined on a consolidated basis at such time (excluding (x) obligations in respect of Interest Rate Protection Agreements and (y) any premiums or discounts associated with the issuance of any Indebtedness to the extent that accounting principles generally accepted in the United States would require such amounts to be reflected as Indebtedness on a consolidated balance sheet of Silgan) that, as of such date, is secured equally and ratably with the Obligations; provided that all unsecured Incremental Equivalent Indebtedness shall be deemed to be Senior Secured Indebtedness.

“Senior Secured Net Leverage Ratio” shall mean, as of the date of determination, the ratio of (x) Senior Secured Indebtedness (excluding Aggregate RL Exposure in an amount not to exceed $500,000,000) as of such date to (y) EBITDA for then the most recently ended Test Period. In determining the Senior Secured Net Leverage Ratio for any period, there shall be excluded from Senior Secured Indebtedness an amount equal to the amount of unrestricted cash and Cash Equivalents on the consolidated balance sheet of Silgan and its Subsidiaries as of the last day of such period.

“Sharing Event” shall mean (i) the occurrence of any Event of Default with respect to any Borrower pursuant to Section 10.05, (ii) the acceleration of the maturity of the Loans pursuant to the last paragraph of Article X or (iii) if the Required US Lenders so elect, the failure to pay any Tranche of Loans in full at the respective Maturity Date therefor.

“Silgan” shall have the meaning provided in the first paragraph hereof.

“Silgan B.V.” shall mean Silgan Holdings B.V., a former private company with limited liability incorporated under the laws of The Netherlands.

“Silgan Canada” shall ~~have the meaning provided in the first paragraph hereof~~mean Silgan Plastics Canada, Inc., an Ontario corporation.

“Silgan International B.V.” shall have the meaning provided in the first paragraph hereof.

“SOFR” shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“XXXXX” shall mean a rate equal to the Sterling Overnight Index Average as administered by the XXXXX Administrator.

“XXXXX Administrator” shall mean the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

“XXXXX Administrator’s Website” shall mean the Bank of England’s website, currently at xxxx://xxx.xxxxxxxxxxxxx.xx.xx, or any successor source for the Sterling Overnight Index Average identified as such by the XXXXX Administrator from time to time.

“Specified Acquisition” shall mean the acquisition by Silgan, through its direct or indirect wholly-owned Subsidiaries, of the equity interests of the Target in accordance with the Specified Purchase Agreement.

“Specified Asset Sale” shall mean any Asset Sale in which the gross cash proceeds received therefrom is at least $1,000,000.

“Specified Default” shall mean any Default under Section 10.01 or 10.05.

“Specified Purchase Agreement” shall mean that certain Purchase Agreement dated as of January 23, 2017, by and among Silgan Holdings LLC, Silgan White Cap Holdings Spain, S.L., Silgan B.V., WestRock MWV, LLC, solely for purposes of certain sections therein, Silgan and, solely for purposes of certain sections therein, WestRock Company (together with all exhibits, schedules and disclosure letter thereto), as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms and provisions of this Agreement.

“Specified Purchase Agreement Representations” shall mean the representations made by or on behalf of the Target in the Specified Purchase Agreement that are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to Silgan’s or its Affiliates’ obligation to close under the Specified Purchase Agreement or Silgan or any of its Affiliates has the right to terminate its obligations (or to refuse to consummate the Specified Acquisition) under the Specified Purchase Agreement as a result of a breach of any such representations or any such representations not being accurate in the Specified Purchase Agreement.

“Specified Representations” shall mean the representations and warranties contained in Sections 7.01(a), 7.02, 7.03 (other than clause (b) thereof), 7.04, 7.05 (subject to the last sentence at the end of Section 6.02), 7.07(b), 7.10, 7.13, 7.16 and 7.19.

“Spread Adjusted SOFR” shall mean with respect to any RFR Business Day, a rate per annum equal to the sum of (a) SOFR for such RFR Business Day plus (b) 0.11448% (11.448 basis points).

“Spread Adjusted Term SOFR” shall mean, for any Available Tenor and Interest Period, a rate per annum equal to the sum of (a) the forward-looking term rate for a period comparable to such Available Tenor based on the SOFR that is published by an authorized benchmark administrator and is displayed on a screen or other information service, each as identified or selected by the Administrative Agent in its reasonable discretion at approximately a time and as of a date prior to the commencement of such Interest Period determined by the Administrative Agent in its reasonable discretion in a manner substantially consistent with market practice and (b) (i) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, (ii) 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, (iii) 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration and (iv) 0.71513% (71.513 basis points) for an Available Tenor of twelve-months’ duration.

“Start Date” shall mean, with respect to any Margin Reduction Period, the first day of such Margin Reduction Period.

“Stated Amount” of each Letter of Credit shall mean the maximum amount available to be drawn thereunder (determined without regard to whether any conditions to drawing could then be met) but after giving effect to all previous drawings made thereunder; provided that, except as such term is used in Section 3.02, the “Stated Amount” of each Primary Alternate Currency Letter of Credit shall be, on any date of calculation, the Dollar Equivalent of the maximum amount available to be drawn in the relevant Primary Alternate Currency thereunder (determined without regard to whether any conditions to drawings could then be met) but after giving effect to all previous drawings made thereunder.

“Subsidiary” shall mean, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, association, limited liability company, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time. Notwithstanding the foregoing (and except for purposes of Sections 7.11, 7.12, 8.06, 8.08, 10.06 and 12.01, and the definition of Unrestricted Subsidiary contained herein), an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of Silgan or any of its other Subsidiaries for purposes of this Agreement or any other Credit Document. Unless the context indicates otherwise, all references herein to Subsidiaries are references to Subsidiaries of any Borrower.

“Supermajority Lenders” of any Tranche shall mean those Non-Defaulting Lenders which would constitute the Required Lenders under, and as defined in, this Agreement if (x) all outstanding Obligations of the other Tranches under this Agreement were repaid in full and all Commitments with respect thereto were terminated and (y) the text “an amount greater than 50%” contained therein were changed to “an amount equal to at least 66-2/3%”.

“Supply Agreement Asset Sale” shall mean the sale of assets by Silgan or any of its Subsidiaries to customers of Silgan or any of its Subsidiaries or Affiliates of such customers where such assets are located in or adjacent to a facility of such customer.

“Swingline Expiry Date” shall mean the date which is two Business Days prior to the Revolving Loan Maturity Date.

“Swingline Lender” shall mean the Administrative Agent, in its capacity as the Swingline Lender hereunder.

“Swingline Loan” shall have the meaning provided in Section 2.01(g).

“Swingline Loan Exposure” shall mean, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time (for this purpose, using the Dollar Equivalent of each outstanding Euro Denominated Swingline Loan). The Swingline Loan Exposure of any Revolving Lender at any time shall be its RL Percentage of the aggregate Swingline Loan Exposure at such time.

“Swingline Note” shall have the meaning provided in Section 2.05(a).

“Target” shall mean, collectively, (a) WestRock Dispensing Systems Hemer GmbH, a German company, (b) WestRock Dispensing Systems Milano S.r.l., an Italian company, (c) WestRock Dispensing Systems Vicenza S.r.l., an Italian company, (d) WestRock Dispensing Systems R&D Netherlands B.V., a Dutch company, (e) WestRock Dispensing Systems Barcelona S.L., a Spanish company, (f) Xxxx Packaging International, LLC, an Ohio limited liability company, (g) WestRock Slatersville, LLC, a Rhode Island limited liability company, (h) MWV Industria Plastica Ltda., a Brazilian company, (i) WestRock Dispensing Systems Canada Ltd., a Canadian company, (j) WestRock (Wuxi) Dispensing Systems Ltd., a Chinese company, (k) MeadWestvaco Calmar Xxxxx Operadora S. de X.X. de C.V., a Mexican company, (l) MeadWestvaco Calmar Operadora S.A. de C.V., a Mexican company, (m) WestRock MWV, S.A. de C.V., a Mexican company, (n) MeadWestvaco Calmar Ltd., a company organized under the laws of England and Wales, (o) Polytop Europe Ltd., a company organized under the laws of England and Wales, (p) WestRock Dispensing Systems, Inc., a Delaware corporation, and (q) the Target India Entity.

“TARGET Day” shall mean any day on which TARGET2 is open for the settlement of payments in Euros.

“Target India Entity” shall mean Aphrodite Packaging Solutions Private Limited, a private limited company organized under the laws of India.

“Target Material Adverse Effect” shall mean any change, effect, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse change in, or effect on: (a) the ability of Seller to perform its obligations under the Specified Purchase Agreement and to consummate the transactions contemplated thereby; or (b) the assets, liabilities, business, condition (financial or otherwise) or results of operations of the Transferred Entities, taken as a whole; provided that, for purposes of clause (b) above, any such change, effect, event or occurrence resulting from any of the following shall not be considered when determining whether a Target Material Adverse Effect has occurred: (i) general economic conditions affecting the economy or credit, capital and financial markets in the United States or elsewhere in the world, including changes in interest or exchange rates; (ii) any change in the industry in which the Business operates; (iii) any change in Laws or GAAP, or the enforcement or interpretation thereof; (iv) general political conditions, including hostilities, acts of war (whether declared or undeclared), sabotage, terrorism or military actions, or any

escalation or worsening of any of the foregoing; (v) any change resulting from the negotiation, execution, announcement or consummation of the transactions contemplated by the Specified Purchase Agreement or the Ancillary Agreements, including any such change relating to the identity of, or facts and circumstances relating to, Buyers and including any actions taken or threatened by any Transferred Entity’s customers, suppliers, distributors, employees or other personnel or others having relationships with a Transferred Entity; (vi) any action taken by Buyers and any of their respective Affiliates, agents or representatives; (vii) any hurricane, flood, tornado, earthquake or other natural disaster or any other force majeure event; (viii) any actions required to be taken or omitted pursuant to the Specified Purchase Agreement or the Ancillary Agreements or taken with Buyers’ consent or not taken because Buyers withheld, delayed or conditioned its consent; or (ix) the failure of the Business to achieve any financial projections or forecasts or revenue or earnings predictions (it being understood that for purposes of this clause (viii), the changes or effects giving rise to such failure that are not otherwise excluded from the definition of “Target Material Adverse Effect” may be taken into account in determining whether there has been a Target Material Adverse Effect); (x) events or occurrences specifically disclosed in the Seller Disclosure Letter, solely as and to the extent so described therein, and in each case only taking into account supplements to the Seller Disclosure Letter which have been permitted and made to the Seller Disclosure Letter with Buyers’ acceptance in accordance with Section 4.15 of the Specified Purchase Agreement; or (xi) any adverse change in or effect on the Business of the Transferred Entities that is cured prior to the Closing; provided, however, that any change or effect referred to in clauses (i), (ii), (iii), (iv) or (vii) immediately above may be taken into account in determining whether a Target Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such change, effect, event or occurrence has a materially disproportionate effect on the Transferred Entities relative to other companies in the industries or markets in which the Transferred Entities operate. Capitalized terms used in this definition of “Target Material Adverse Effect” without definition shall have the meanings ascribed thereto in the Specified Purchase Agreement; provided, that any capitalized terms which are defined in both this Agreement and the Specified Purchase Agreement shall have the meanings ascribed thereto in the Specified Purchase Agreement.

“TARGET2” shall mean the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

“Tax Sharing Agreement” shall mean the Tax Allocation Agreement, dated as of July 13, 1990, as amended on December 21, 1993 and August 1, 1995, by and among Silgan and each of its Domestic Subsidiaries party thereto, as amended, modified or supplemented from time to time.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.

“Term Loan” shall mean each US A Term Loan~~, each Canadian A Term Loan~~ and each Incremental Term Loan.

“Term Loan Percentage” of a Tranche of Term Loans shall mean, at any time, a fraction (expressed as a percentage), the numerator of which is equal to the aggregate outstanding principal amount of all Term Loans of such Tranche (which, in the case of ~~Canadian A Term Loans and~~ Alternate Currency Incremental Term Loans, shall be the Dollar Equivalent of such aggregate outstanding principal amount) at such time and the denominator of which is equal to the aggregate outstanding principal amount of all Term Loans of all Tranches (which, in the case of ~~Canadian A Term Loans and~~ Alternate

Currency Incremental Term Loans, shall be the Dollar Equivalent of such aggregate principal amount) at such time.

“Term RFR” shall mean, with respect to any Currency for any Interest Period, a rate per annum equal to (a) for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, the greater of (i) Spread Adjusted Term SOFR and (ii) the Floor and (b) for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Pounds Sterling, the greater of (i) the forward-looking term rate for a period comparable to such Interest Period based on the RFR for such Currency that is published by an authorized benchmark administrator and is displayed on a screen or other information service, each as identified or selected by the Administrative Agent in its reasonable discretion at approximately a time and as of a date prior to the commencement of such Interest Period determined by the Administrative Agent in its reasonable discretion in a manner substantially consistent with market practice and (ii) the Floor.

“Term RFR Loan” shall mean a Loan that bears interest at a rate based on Term RFR other than pursuant to clause (iii) of the definition of “Base Rate”.

“Term RFR Notice” shall mean a notification by the Administrative Agent to the Lenders and the Borrowers of the occurrence of a Term RFR Transition Event.

“Term RFR Transition Date” shall mean, in the case of a Term RFR Transition Event, the date that is thirty (30) calendar days after the Administrative Agent has provided the related Term RFR Notice to the Lenders and the Borrowers pursuant to Section 2.10(h)(i)(C).

“Term RFR Transition Event” shall mean, with respect to any Currency for any Interest Period, the determination by the Administrative Agent that (a) the applicable Term RFR for such Currency has been recommended for use by the Relevant Governmental Body and (b) the administration of such Term RFR is administratively feasible for the Administrative Agent.

“Term Loan Scheduled Repayment” shall have the meaning provided in Section 5.02(e).

“Test Date” shall mean, with respect to any Start Date, the last day of the most recent fiscal quarter of Silgan ended immediately prior to such Start Date.

“Test Period” shall mean each period of four consecutive fiscal quarters of Silgan (in each case taken as one accounting period).

“~~~~Ticking Fees~~” shall have the meaning provided in ~~Section 4.01(h)~~.~~

“~~Total Canadian A Term Loan Commitment~~” shall mean, at any time, the sum of the Canadian A Term Loan Commitments of each of the Lenders at such time. The Total Canadian A Term Loan Commitment on theThird Amendment” means that certain Third Amendment to Amended and Restated Credit Agreement, dated as of the Third Amendment Effective Date, by and among the Credit Parties party thereto, the Lenders party thereto and the Administrative Agent.

“Third Amendment Effective Date ~~shall be C$45,500,000~~” means November 9, 2021.

“~~Total Canadian Revolving Loan Commitment~~” shall mean, at any time, the sum of the Canadian Revolving Loan Commitments of each of the Canadian Revolving Lenders at such time. The Total Canadian Revolving Loan Commitment on the Effective Date shall be C$15,000,000Third Amendment Transactions” means the execution, delivery and performance by the Credit Parties of the Third Amendment and the other Credit Documents, the borrowing of Loans and other credit extensions on the Third Amendment Effective Date, the refinancing of certain Indebtedness under the Existing Credit Agreement prior to giving effect to the Third Amendment and the payment of the fees, costs and expenses incurred in connection with any of the foregoing.

“Total Commitment” shall mean, at any time, the sum of the Commitments of each of the Lenders at such time.

“Total Incremental Term Loan Commitment” shall mean, at any time and for any Tranche of Incremental Term Loans, the sum of the Incremental Term Loan Commitments of such Tranche of each of the Lenders at such time.

“Total Indebtedness” shall mean, at any time, the aggregate principal amount of Indebtedness of Silgan and its Subsidiaries determined on a consolidated basis at such time (but excluding (x) obligations in respect of Interest Rate Protection Agreements and (y) any premiums or discounts associated with the issuance of any Indebtedness to the extent that accounting principles generally accepted in the United States would require such amounts to be reflected as Indebtedness on a consolidated balance sheet of Silgan).

“Total Net Leverage Ratio” shall mean, as of the date of determination, the ratio of (x) the sum of (I) Total Indebtedness (excluding Revolving Outstandings) as of such date plus (II) the Revolving Outstandings on the December 31 immediately preceding such date (or, in the case of a Test Period ended on December 31 in any fiscal year of Silgan, the Revolving Outstandings on such December 31); provided that the amount of such Revolving Outstandings on any December 31 shall not include any Revolving Outstandings which have been subsequently repaid with proceeds of Total Indebtedness included in clause (x)(I) of this definition (as certified in writing by an authorized officer of Silgan) to (y) EBITDA for then the most recently ended Test Period. In determining the Total Net Leverage Ratio for any period, there shall be excluded from Total Indebtedness an amount equal to the amount of unrestricted cash and Cash Equivalents on the consolidated balance sheet of Silgan and its Subsidiaries as of the last day of such period.

“Total Revolving Loan Commitment” shall mean, at any time, the sum of the Revolving Loan Commitments of each of the Lenders at such time. The Total Revolving Loan Commitment on the Third Amendment Effective Date shall be $~~1,200,000,000.~~

“~~Total Unutilized Canadian Revolving Loan Commitment~~” shall mean, at any time, an amount equal to the remainder of (x) the then Total Canadian Revolving Loan Commitment less (y) the sum of the aggregate principal amount of all Canadian Revolving Loans then outstanding1,500,000,000.

“Total Unutilized Revolving Loan Commitment” shall mean, at any time, an amount equal to the remainder of (x) the then Total Revolving Loan Commitment less (y) the sum of the aggregate principal amount of all Revolving Loans (for this purpose, using the Dollar Equivalent of all Primary Alternate Currency Revolving Loans) and Swingline Loans then outstanding plus the then aggregate amount of all Letter of Credit Obligations.

“Total US A Term Loan Commitment” shall mean, at any time, the sum of the US A-1 Term Loan Commitments and the US A-2 Term Loan Commitments of each of the Lenders at such time. The

Total US A Term Loan Commitment on the Third Amendment Effective Date shall be $~~800,000,000~~1,000,000,000.

“Tranche” shall mean the respective facilities and commitments utilized in making Loans hereunder, with there being ~~six~~four separate Tranches on the Third Amendment Effective Date, i.e., US A-1 Term Loans, ~~Canadian A~~US A-2 Term ~~Loans, Canadian Revolving~~ Loans, Revolving Loans and Swingline Loans; provided that, for purposes of Sections 2.13, 12.04(b) and 12.12(a) and the definition of “Majority Lenders,” Revolving Loans and Swingline Loans shall be deemed to constitute part of a single “Tranche.” In addition, and notwithstanding the foregoing, any Incremental Term Loans extended after the Effective Date shall, except to the extent provided in Section 2.14(c), be made pursuant to one or more additional Tranches which shall be designated pursuant to the respective Incremental Term Loan Commitment Agreements in accordance with the relevant requirements specified in Section 2.14. Furthermore, after giving effect to an Extension pursuant to Section 2.18, (x) any Revolving Loans pursuant to Extended Revolving Loan Commitments shall constitute a separate Tranche of Revolving Loans from the Tranche of Revolving Loans from which they were converted, (y) any Canadian Revolving Loans pursuant to Extended Canadian Revolving Loan Commitments shall constitute a separate Tranche of Canadian Revolving Loans from the Tranche of Canadian Revolving Loans from which they were converted and (zy) any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted.

“Transactions” means the execution, delivery and performance by the Credit Parties of this Agreement and the other Credit Documents, the borrowing of Loans and other credit extensions on the Effective Date, the consummation of the Specified Acquisition, the refinancing of the Existing Credit Agreement and the payment of the fees and expenses incurred in connection with any of the foregoing.

“Transitioned RFR Loan” shall mean a Loan that is an RFR Loan that would not have borne interest based upon a Daily Simple RFR or a Term RFR on the Third Amendment Effective Date. To the extent that Loans denominated in Dollars bear interest based on a Daily Simple RFR or Term RFR after the Third Amendment Effective Date, such Loans would be Transitioned RFR Loans.

“Type” shall mean (i) for any Dollar Loan, the type of such Dollar Loan determined with regard to the interest option available thereto, i.e., whether a Base Rate Loan or a Eurodollar Loan, (ii) for any Alternate Currency Loan (other than a Canadian ~~Term~~Dollar Loan), the Applicable Currency of such Alternate Currency Loan (other than a Canadian ~~Term~~Dollar Loan), and (iii) for any Canadian ~~Term~~Dollar Loan, the type of such Canadian Term Loan determined with regard to the interest option available thereto, i.e., whether a Canadian Prime Rate Loan or a CDOR Rate Loan, and (iv) for any Canadian Revolving Loan, the type of such Canadian RevolvingDollar Loan determined with regard to the interest option available thereto, i.e., whether a Canadian Prime Rate Loan or a CDOR Rate Loan.

“UCC” shall mean the Uniform Commercial Code as in effect in the relevant jurisdictions.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unfunded Current Liability” of any Plan shall mean the amount, if any, by which the present value of the accrued benefits under the Plan as of the close of its most recent plan year exceeds the fair market value of the assets allocable thereto determined in accordance with Section 412 of the Code.

“Unicep Acquisition” means the acquisition of Unicep Packaging LLC by Silgan Dispensing Systems Holdings Company completed on September 30, 2021.

“Uniform Customs” means the Uniform Customs and Practices for Documentary Credits (2007 Revision), effective July, 2007 International Chamber of Commerce Publication No. 600.

“United States” and “US” shall each mean the United States of America.

“Unpaid Drawing” shall mean a Dollar Unpaid Drawing and/or Alternate Currency Unpaid Drawing, as the context may require.

“Unrestricted Subsidiary” shall mean (i) any non-Credit Party Subsidiary designated by Silgan from time to time as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent or (ii) any Subsidiary of Silgan that is acquired or created after the Effective Date and designated by Silgan as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent at the time that such Subsidiary is created or acquired, provided that Silgan shall only be permitted to so designate any Subsidiary as an Unrestricted Subsidiary after the Effective Date so long as (v) no Default or Event of Default then exists or would result therefrom, (w) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes, any Additional Permitted Indebtedness, any Incremental Equivalent Indebtedness or any Refinancing thereof, (x) all of the provisions of Section 9.10 shall have been complied with in respect of such newly-designated Unrestricted Subsidiary, (y) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Silgan or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 9.05(xiii) and with any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof to be treated as Investments in such Unrestricted Subsidiary pursuant to Section 9.05(xiii), and (z) at least five Business Days prior to the designation of any Person as an Unrestricted Subsidiary, Silgan shall have delivered to the Administrative Agent a certificate of its chief financial officer, treasurer or controller setting forth (in reasonable detail) the recalculation of the Interest Coverage Ratio and the Total Net Leverage Ratio on a Pro Forma Basis for the Test Period then most recently ended prior to the date of such designation 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 9.07 and 9.08 as of the last day of such Test Period.

“~~Unutilized Canadian Revolving Loan Commitment~~” with respect to any Canadian Revolving Lender, at any time, shall mean such Canadian Revolving Lender’s Canadian Revolving Loan Commitment at such time less the aggregate principal amount of all Canadian Revolving Loans made by such Canadian Revolving Lender and outstanding at such time.

“Unutilized Revolving Loan Commitment” with respect to any Revolving Lender, at any time, shall mean such Revolving Lender’s Revolving Loan Commitment at such time less the sum of (i) the aggregate principal amount of all Revolving Loans made by such Revolving Lender and outstanding at such time (for this purpose, using the Dollar Equivalent of all outstanding Primary Alternate Currency

Revolving Loans of such Revolving Lender) and (ii) such Revolving Lender’s RL Percentage of the Letter of Credit Obligations at such time.

“US A-1 Term Loan” shall have the meaning provided in Section 2.01(a) ~~(which shall include the Delayed Draw Term Loan)~~.

“US A-1 Term Loan Commitment” shall mean, for each Lender, the amount set forth opposite such Lender’s name in Schedule I directly below the column entitled “US A-1 Term Loan Commitment”, as same may be (x) terminated pursuant to Section 4.03 or Article X or (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to Sections 2.13 and/or 12.04(b).

“US A-1 Term Loan Scheduled Repayment” shall have the meaning provided in Section 5.02(b).

“US A-1 Term Note” shall have the meaning provided in Section 2.05(a).

“US A-2 Term Loan” shall have the meaning provided in Section 2.01(b).

“ US A-2 Term Loan Commitment” shall mean, for each Lender, the amount set forth opposite such Lender’s name in Schedule I directly below the column entitled “US A-2 Term Loan Commitment”, as same may be (x) terminated pursuant to Section 4.03 or Article X or (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to Sections 2.13 and/or 12.04(b).

“ US A-2 Term Loan Scheduled Repayment” shall have the meaning provided in Section 5.02(c).

“ US A-2 Term Note” shall have the meaning provided in Section 2.05(a).

“US A Term Loan” means a US A-1 Term Loan and/or a US A-2 Term Loan, as the context requires.

“US Borrower” shall mean Silgan or any other US Revolving Borrower.

“US Borrowers/Subsidiaries Guaranty” shall have the meaning provided in Section 6.01(e).

“US Collateral” shall mean and include all “Collateral” (or any similarly defined term) as defined in any of the US Security Documents, including all Additional Collateral covered thereby.

“US Credit Party” shall mean each of Silgan, each other US Revolving Borrower and each other US Guarantor.

“US Guarantor” shall mean Silgan, each other US Revolving Borrower and each other US Subsidiary Guarantor in their capacities as such.

“US Obligations” shall mean (i) the Obligations of the US Credit Parties and (ii) the “Obligations” (as defined in the US Pledge Agreement).

“US Person” shall mean any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“US Pledge Agreement” shall have the meaning provided in Section 6.01(f).

“US Pledge Agreement Collateral” shall mean all “Collateral” as defined in the US Pledge Agreement.

“US Revolving Borrower” shall mean Silgan and each Revolving Borrower that is a Wholly-Owned Domestic Subsidiary of Silgan.

“US Security Documents” shall mean and include the US Pledge Agreement and, after the execution and delivery thereof, each Additional Security Document entered into by a US Credit Party.

“US Subsidiary Guarantor” shall mean (i) each US Revolving Borrower (other than Silgan) in its capacity as a guarantor under the US Borrowers/Subsidiaries Guaranty and (ii) each other Domestic Subsidiary of Silgan (other than the Receivables Subsidiary).

“US Tax Compliance Certificate” ~~has~~shall have the meaning ~~assigned thereto~~provided in Section 5.04(g).

“USD LIBOR” has the meaning assigned thereto in the definition of “Eurocurrency Rate”.

“USD LIBOR Rate” has the meaning assigned thereto in the definition of “Eurocurrency Rate”.

“USD LIBOR Transition Date” shall mean, the earlier of (a) the date that all Available Tenors of USD LIBOR have either (i) permanently or indefinitely ceased to be provided by IBA; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of USD LIBOR or (ii) been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (b) the Early Opt-in Effective Date.

“Voting Lender Participant” shall have the meaning provided in Section 12.04(c).

“Voting Lender Participant Notice” shall have the meaning provided in Section 12.04(c).

“Voting Stock” shall mean the capital stock of Silgan ordinarily having the power to vote for the election of directors of Silgan.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the then outstanding principal amount of such Indebtedness into (ii) the product obtained by multiplying (x) the amount of each then remaining installment or other required scheduled payments of principal, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

“Xxxxx Fargo” shall mean Xxxxx Fargo Bank, National Association, in its individual capacity, and any successor entity thereto by merger, consolidation or otherwise.

“Wholly-Owned Domestic Subsidiary” shall mean, as to any Person, any Wholly-Owned Subsidiary of such Person that is a Domestic Subsidiary.

“Wholly-Owned Foreign Subsidiary” shall mean, as to any Person, any Wholly-Owned Subsidiary of such Person that is a Foreign Subsidiary.

“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, except in the case of a Canadian Subsidiary, to the extent that Silgan owns directly or indirectly (through one or more Wholly-Owned Subsidiaries) at least 95% of the total outstanding equity interests (on a fully diluted basis) of any Foreign Subsidiary and the balance of such equity interests are owned by individuals (or their estates or trusts or companies established by such individuals) (and were owned by such individuals (or their estates or trusts or companies established by such individuals) at the time of (but not in contemplation or anticipation of) the acquisition of such Foreign Subsidiary by Silgan), such Foreign Subsidiary shall be deemed to be a Wholly-Owned Subsidiary of Silgan for all purposes under this Agreement except for purposes of (A) Section 9.03(ii) and (B) determining Consolidated Net Income.

“Withholding Agent” shall mean the Borrowers and the Administrative Agent.

“Working Capital” shall mean, at any time, Consolidated Current Assets (excluding cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

“Write-Down and Conversion Powers” shall mean (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02 Principles of Construction. (a) All references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Agreement unless otherwise specified.

(b) Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with accounting principles generally accepted in the United States in conformity with those used in the preparation of the financial statements of Silgan and its Subsidiaries as of the fiscal quarter ending March 31, 2018 as in effect from time to time; provided that, it being understood, (i) for purposes of this Agreement (other than Sections 8.01(a), (b), and (c)), unless Silgan has made the election described in clause (i) of Section 12.07(a), “accounting principles generally accepted in the United States” as used in this Section 1.02(b) shall be determined without giving effect to any change thereto occurring after March 31, 2018 as a result of the adoption of any accounting standards relating to Leases (ASC Topic 842) and its related applicable effects, amendments and clarifications, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease or similar agreement as a capital lease where such lease or similar agreement was not required to be so treated under accounting principles generally accepted in the United States as in effect on March 31, 2018 (any such change being referred to herein as a “Lease Accounting GAAP Change”) and (ii) for purposes of Sections 8.01(a), (b), and (c) of this Agreement, whether or not Silgan has made the election described in clause (i) of Section 12.07(a), “accounting principles generally accepted in the United States” as used in this Section 1.02(b) shall be determined

giving effect to any Lease Accounting GAAP Change from and after the date that any such Lease Accounting GAAP Change becomes effective.

(i) a “necessary action to authorise” where applicable, includes without limitation:

~~(a)~~ (A) any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden); and

~~(b)~~ (B) obtaining an unconditional positive advice (advies) from the competent works council(s);

(ii) “security interest” includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and, in general, any right in rem (beperkt recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht);

(iii) a “winding-up, administration” or “dissolution” includes a bankruptcy (faillissement) or dissolution (ontbinding);

(iv) a “suspension of payments” includes surseance van betaling;

(v) any “step” or “procedure” taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990);

(vi) a “liquidator” includes a curator;

(vii) an “administrator” includes a bewindvoerder;

(viii) an “attachment” includes a beslag;

(ix) “constitutional documents” means, in relation to a Dutch Credit Party, its deed of incorporation (akte van oprichting) and its articles of association (statuten);

(x) a “moratorium” includes surseance van betaling and granted a moratorium includes surseance verleend; and

(xi) a “receiver” or an “administrative receiver” does not include a curator or bewindvoerder.

(d) References to Agreement and Laws. Unless otherwise expressly provided herein, (a) any definition or reference to formation documents, governing documents, agreements (including the Credit Documents) and other contractual documents or instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Credit Document; and (b) any definition or reference to any Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law.

Section 1.03 Limited Condition Acquisitions. In the event that Silgan notifies the Administrative Agent in writing that any proposed Permitted Acquisition is a Limited Condition Acquisition and that Silgan wishes to test the conditions to such Limited Condition Acquisition and the availability of Incremental Term Loan Commitments or Incremental Term Loans that are to be used to finance such Limited Condition Acquisition in accordance with this Section, then, so long as agreed to by the Administrative Agent and the lenders providing such Incremental Term Loan Commitments or Incremental Term Loans, the following provisions shall apply:

(a) any condition to such Limited Condition Acquisition or such Incremental Term Loan Commitments or Incremental Term Loans that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Acquisition or the incurrence of such Incremental Term Loan Commitments or Incremental Term Loans, shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition and (ii) no Specified Default shall have occurred and be continuing both before and after giving effect to such Limited Condition Acquisition and any Indebtedness incurred in connection therewith (including such Incremental Term Loan Commitments or Incremental Term Loans);

(b) any condition to such Limited Condition Acquisition or such Incremental Term Loan Commitments or Incremental Term Loans that the representations and warranties in this Agreement and the other Credit Documents shall be true and correct at the time of such Limited Condition Acquisition or the incurrence of such Incremental Term Loan Commitments or Incremental Term Loans shall be subject to customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including, without limitation, a condition that the representations and warranties under the relevant agreements relating to such Limited Condition Acquisition as are material to the lenders providing such Incremental Term Loan Commitments or Incremental Term Loans shall be true and correct, but only to the extent that Silgan or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations and warranties or the failure of those representations and warranties to be true and correct), so long as all representations and warranties in this Agreement and the other Credit Documents are true and correct at the time of execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition;

(c) any financial ratio test or condition, may upon the written election of Silgan delivered to the Administrative Agent prior to the execution of the definitive agreement for such Limited Condition Acquisition, be tested either (i) upon the execution of the definitive agreement with respect to such Limited Condition Acquisition or (ii) upon the consummation of the Limited Condition Acquisition and related incurrence and/or assumption of Indebtedness, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence and/or assumption of Indebtedness, on a Pro Forma Basis; provided that the failure to deliver a notice under this Section 1.03(c) prior to the date of execution of the definitive agreement for such Limited Condition Acquisition shall be deemed an election to test the applicable financial ratio under subclause (ii) of this Section 1.03(c); and

(d) if Silgan has made an election with respect to any Limited Condition Acquisition to test a financial ratio test or condition at the time specified in clause (c)(i) of this Section, then in connection with any subsequent calculation of any ratio or basket on or following the relevant date of execution of the definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be required to be satisfied (x) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection

therewith (including the related incurrence and/or assumption of Indebtedness) have been consummated and (y) assuming such Limited Condition Acquisition and other transactions in connection therewith (including the related incurrence and/or assumption of Indebtedness) have not been consummated.

The foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately tested. Notwithstanding anything to the contrary herein, in no event shall there be more than four Limited Condition Acquisitions at any time outstanding.

Section 1.04 Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate”.interest rate on Loans denominated in Dollars or an Alternate Currency may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. Regulators have signaled the need to use alternative reference rates for some of these benchmark rates and, as a result, such benchmark rates may cease to comply with applicable laws and regulations, may be permanently discontinued or the basis on which they are calculated may change. The London interbank offered rate, which may be one of the benchmark rates with reference to which the interest rate on Loans may be determined, is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the ICE Benchmark Administration (“IBA”), the administrator of the London interbank offered rate, and the Financial Conduct Authority (the “FCA”), the regulatory supervisor of IBA, announced in public statements (the “Announcements”) that the final publication or representativeness date for the London interbank offered rate for: (a) Pounds Sterling and Euros will be December 31, 2021, (b) Dollars for 1-week and 2-month tenor settings will be December 31, 2021 and (c) Dollars for overnight, 1-month, 3-month, 6-month and 12-month tenor settings will be June 30, 2023. No successor administrator for IBA was identified in such Announcements. As a result, it is possible that commencing immediately after such dates, the London interbank offered rate for such currencies and tenors may no longer be available or may no longer be deemed a representative reference rate upon which to determine the interest rate on applicable Loans. There is no assurance that the dates set forth in the Announcements will not change or that IBA or the FCA will not take further action that could impact the availability, composition or characteristics of any London interbank offered rate. Public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to implement new or alternative reference rates to be used in place of London interbank offered rates. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 2.10(h), such Section 2.10(h) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower, pursuant to Section 2.10(h), of any change to the reference rate upon which the interest rate on Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the continuation of, administration of, submission of, calculation of or any other matter related to the London interbank offered rate, the rates in the definition of “Eurocurrency Rate” or any Benchmark, any component definition thereof or rates referenced in the definition thereof or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.10(h), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant

adjustments thereto and such transactions may be adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.05 Divisions. For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time.

ARTICLE II

AMOUNT AND TERMS OF CREDIT

Section 2.01 Commitments. (a) US A-1 Term Loan. Subject to and upon the terms and conditions set forth herein, each Lender with a US A-1 Term Loan Commitment severally agrees to make, on the Third Amendment Effective Date, a term loan (each, a “US A-1 Term Loan” and, collectively, the “US A-1 Term Loans”) to Silgan, which US A-1 Term Loans:

(i) shall be available in one (1) draw, which shall be made on the Delayed Draw Funding Date in an aggregate amount not to exceed the Total US A Term Loan Commitment (each, a “~~Delayed Draw Term Loan~~” and, collectively, the “~~Delayed Draw Term Loans~~”);

(i) ~~(ii)~~ shall be denominated in Dollars;

(ii) ~~(iii)~~ shall, at the option of Silgan, be either Base Rate Loans or Eurodollar Loans, provided that all US A-1 Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type; and

(iii) ~~(iv)~~ shall not exceed for any such Lender, in initial aggregate principal amount, that amount which equals the US A-1 Term Loan Commitment of such Lender on the Third Amendment Effective Date (before giving effect to the termination thereof on such date pursuant to Section 4.03(a)).

Once repaid, US A-1 Term Loans incurred hereunder may not be reborrowed. ~~Notwithstanding the foregoing, any unfunded portion of the Total US A Term Loan Commitment shall automatically terminate in its entirety on the Delayed Draw Funding Deadline.~~

(b) ~~Canadian~~US A-2 Term Loan. Subject to and upon the terms and conditions set forth herein, each Lender with a ~~Canadian~~US A-2 Term Loan Commitment severally agrees to make, on the Third Amendment Effective Date, a term loan (each, a “~~Canadian~~US A-2 Term Loan” and, collectively, the “~~Canadian~~US A-2 Term Loans”) to Silgan ~~Canada~~, which ~~Canadian~~US A-2 Term Loans:

(i) shall be denominated in ~~Canadian~~ Dollars;

(ii) shall, at the option of Silgan ~~Canada~~, be either ~~CDOR~~Base Rate Loans or ~~Canadian Prime Rate~~Eurodollar Loans, provided that all ~~Canadian~~US A-2 Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type; and

(iii) shall not exceed for any such Lender, in initial aggregate principal amount, that amount which equals the ~~Canadian~~US A-2 Term Loan Commitment of such Lender on the Third Amendment Effective Date (before giving effect to the termination thereof on such date pursuant to Section 4.03(a)).

Once repaid, ~~Canadian~~US A-2 Term Loans incurred hereunder may not be reborrowed.

(d) Incremental Term Loans. Subject to and upon the terms and conditions set forth in Section 2.14 and the other provisions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, at any time and from time to time on and after the date that such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and prior to the Incremental Commitment Termination Date for such Tranche of Incremental Term Loans, to make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans:

(i) shall be incurred on the applicable Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Loans;

(ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans;

(iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type;

(iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type;

(v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of ~~Euro~~Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche; and

(vi) shall not exceed for any such Incremental Term Loan Lender at the time of any incurrence thereof, that aggregate principal amount which equals the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)).

Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed.

(e) Revolving Loans. Subject to and upon the terms and conditions set forth herein, each Revolving Lender severally agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each a “Revolving Loan” and, collectively, the “Revolving Loans”) to each Revolving Borrower, which Revolving Loans:

(i) shall be denominated in Dollars or in a Primary Alternate Currency, in each case, as elected by the respective Revolving Borrower;

(ii) shall, if Dollar Revolving Loans, at the option of the respective Revolving Borrower, be either Base Rate Loans or Eurodollar Loans, provided that all Dollar Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type;

(iii) shall, if Primary Alternate Currency Revolving Loans, be a ~~Euro~~Eurocurrency Rate Loan, Canadian Prime Rate Loan, RFR Loan or CDOR Rate Loan, as applicable, denominated in the applicable Primary Alternate Currency, provided that all Primary Alternate Currency Revolving Loans made as part of the same Borrowing shall be of the same Type;

(iv) may be repaid and reborrowed in accordance with the provisions hereof;

(v) shall not be made (and shall not be required to be made) by any Revolving Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to simultaneously repay any Unpaid Drawings, Revolving Loans and/or Swingline Loans theretofore outstanding) would cause the Individual RL Exposure of such Revolving Lender to exceed the Revolving Loan Commitment of such Revolving Lender at such time;

(vi) shall not be made (and shall not be required to be made) by any Revolving Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to simultaneously repay any Unpaid Drawings, Revolving Loans and/or Swingline Loans theretofore outstanding) would cause the Aggregate RL Exposure to exceed the Total Revolving Loan Commitment at such time;

(vii) in the case of Primary Alternate Currency Revolving Loans, shall not be made (and shall not be required to be made) by any Revolving Lender in any instance where the incurrence thereof would cause the aggregate principal amount (using the Dollar Equivalent thereof) of all Primary Alternate Currency Revolving Loans then outstanding to exceed the Primary Alternate Currency Revolving Loan Sublimit; and

(viii) in the case of Dutch Borrower Revolving Loans, shall not be made (and shall not be required to be made) by any Revolving Lender in any instance where the incurrence thereof would cause the aggregate principal amount (using the Euro Equivalent thereof) of all Dutch Borrower Revolving Loans then outstanding to exceed the Dutch Borrower Revolving Loan Sublimit.

~~(f)~~ ~~Canadian Revolving Loans.~~ Subject to and upon the terms and conditions set forth herein, each Canadian Revolving Lender severally agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving

~~loans (each a “Canadian Revolving Loan” and, collectively, the “~~~~Canadian Revolving Loans”) to each Canadian Revolving Borrower, which Canadian Revolving Loans:~~

~~(i) shall be made and maintained in Canadian Dollars;~~

(ii) except as hereafter provided, shall, at the option of the applicable Canadian Revolving Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of (x) Canadian Prime Rate Loans or (y) CDOR Rate Loans;

~~(iii) may be repaid and reborrowed in accordance with the provisions hereof;~~

(iv) shall not be made (and shall not be required to be made) by any Canadian Revolving Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to simultaneously repay any Canadian Revolving Loans theretofore outstanding) would cause the Individual Canadian RL Exposure of such Canadian Revolving Lender to exceed the Canadian Revolving Loan Commitment of such Canadian Revolving Lender at such time; and

(v) shall not be made (and shall not be required to be made) by any Canadian Revolving Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to simultaneously repay any Canadian Revolving Loans theretofore outstanding) would cause the Aggregate Canadian RL Exposure to exceed the Total Canadian Revolving Loan Commitment at such time.

(f) [Reserved].

(g) Swingline Loans. Subject to and upon the terms and conditions set forth herein, the Swingline Lender in its individual capacity agrees to make, at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to each Revolving Borrower, which Swingline Loans:

(i) shall be denominated in Dollars or Euros, in each case, as elected by the respective Revolving Borrower;

(ii) shall be made and maintained as Base Rate Loans or, in the case of Euro Denominated Swingline Loans, ~~Euro~~Eurocurrency Rate Loans;

(iii) may be repaid and reborrowed in accordance with the provisions hereof;

(iv) shall not exceed in aggregate principal amount at any time outstanding (for this purpose, using the Dollar Equivalent of all Euro Denominated Swingline Loans) in respect of all Revolving Borrowers, when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding (for this purpose, using the Dollar Equivalent of each Primary Alternate Currency Revolving Loan then outstanding and exclusive of Revolving Loans and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, such Swingline Loans) and (II) the aggregate amount of all Letter of Credit Obligations (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, such Swingline Loans) at such time, an amount equal to the Total Revolving Loan Commitment at such time;

(v) shall not exceed in aggregate principal amount at any time outstanding (for this purpose, using the Dollar Equivalent of all Euro Denominated Swingline Loans) in respect of all Revolving Borrowers, the Maximum Swingline Amount.

Notwithstanding anything to the contrary contained in this Section 2.01(g), the Swingline Lender will not make a Swingline Loan after it has received written notice from any Borrower, the Administrative Agent or the Required Lenders stating that a Default or an Event of Default exists until such time as the Swingline Lender shall have received written notice of (x) rescission of all such notices from the party or parties originally delivering such notice or notices or (y) the cure or waiver of such Default or Event of Default in accordance with the requirements of this Agreement.

(h) Refunding of Swingline Loans. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans denominated in Dollars or Euros, as applicable (provided that (x) such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Article X and (y) if a Sharing Event shall have occurred, all such Swingline Loans shall be denominated in Dollars in accordance with the provisions of Section 2.16, and refunded through a Mandatory Borrowing denominated in Dollars as provided below), in which case one or more Borrowings of Revolving Loans denominated in the respective Applicable Currency (subject to the provisions of the parenthetical in preceding clause (y)) (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day (or, with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from all Revolving Lenders (without giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each such Revolving Lender’s RL Percentage (determined before giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X), and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice (or, with respect to Mandatory Borrowings denominated in Euros, upon two (2) Business Days’ notice) pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Article VI are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of the type referred to in Section 10.05 with respect to any of the Revolving Borrowers), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Revolving Borrowers on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Revolving Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to

but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans or ~~Euro~~Eurocurrency Rate Loans, as applicable, hereunder for each day thereafter. Notwithstanding anything to the contrary contained above in this Section 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h).

(i) Adjustment of Participations in Swingline Loans. If the Initial Revolving Loan Maturity Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then on the Initial Revolving Loan Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of the Initial Revolving Loan Maturity Date); provided that, if on the occurrence of the Initial Revolving Loan Maturity Date (after giving effect to any repayments of Revolving Loans, there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to Extended Revolving Loan Commitments, which will remain in effect after the occurrence of the Initial Revolving Loan Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be so required to be repaid in full on the Initial Revolving Loan Maturity Date.

Section 2.02 Minimum Amount of Each Borrowing. The aggregate principal amount of each Borrowing of Loans under a respective Tranche shall not be less than the Minimum Borrowing Amount for such Tranche of Loans. More than one Borrowing may occur on the same date, but at no time shall there be outstanding more than thirty Borrowings of ~~Euro~~Eurocurrency Rate Loans, Term RFR Loans and CDOR Rate Loans in the aggregate.

Section 2.03 Notice of Borrowing.

(a) Term Loans and Revolving Loans. Whenever (i) a Borrower desires to incur Dollar Loans hereunder (excluding (I) Swingline Loans and (II) Revolving Loans incurred pursuant to a Mandatory Borrowing), such Borrower shall give the Administrative Agent at the applicable Notice Office (A) at least one (1) Business Day’s prior notice of each Base Rate Loan, and (B)(1) in the case of a Dollar Loan constituting an RFR Loan, at least three (3) RFR Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder, (ii) Silgan Canada desires to incur Canadian A Term Loans hereunder, Silgan Canada shall give the Administrative Agent at the applicable Notice Office before such RFR Loan, and (2) in the case of a Dollar Loan constituting a Eurocurrency Rate Loan, at least three (3) Eurocurrency Banking Days before such Eurocurrency Rate Loan (except in the case of any such Eurocurrency Rate Loan to be made on the Third Amendment Effective Date, which may be made on one (1) ~~Business~~Eurocurrency Banking Day’s prior notice of each Canadian A Term Loan to be maintained as a Canadian Prime Rate Loan, and at least three (3) Business Days’ prior notice of each Canadian Term Loan to be maintained as a CDOR Rate Loan, to be incurred hereunder), (ii) [reserved], (iii) an Incremental Term Loan Borrower desires to incur Alternate Currency Incremental Term Loans hereunder, such Incremental Term Loan Borrower shall give the Administrative Agent at the applicable Notice Office (A) in the case of an Alternate Currency Incremental Term Loans constituting an RFR Loan denominated in any Alternate Currency, at least three (3) RFR Business Days~~’ prior notice~~ before such RFR Loan, and (B) in the case of an Alternate Currency Incremental Term Loan constituting a Eurocurrency Rate Loan denominated in any Alternate Currency, at least three (3) Eurocurrency Banking

Days before such Eurocurrency Rate Loan, of each such Alternate Currency Incremental Term Loan to be incurred hereunder, (iv) a Revolving Borrower desires to incur Primary Alternate Currency Revolving Loans hereunder, such Revolving Borrower shall give the Administrative Agent at the applicable Notice Office (A) in the case of a Primary Alternate Currency Revolving Loan constituting an RFR Loan, at least three (3) RFR Business Days~~’ prior notice~~ before such RFR Loan, and (B) in the case of a Primary Alternate Currency Revolving Loan constituting a Eurocurrency Rate Loan, at least three (3) Eurocurrency Banking Days before such Eurocurrency Rate Loan, of each such Primary Alternate Currency Revolving Loan to be incurred hereunder, and (v) a ~~Canadian~~ Revolving Borrower desires to incur ~~Canadian~~ Revolving Loans denominated in Canadian Dollars hereunder, such ~~Canadian~~ Revolving Borrower shall give the Administrative Agent at the applicable Notice Office at least ~~one~~three (13) Business ~~Day~~Days ’s prior notice of each Canadian Prime Rate Loan, and at least three (3) Business Days’ prior notice of each CDOR Rate Loan, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. (Local Time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be given by the respective Borrower in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify (i) the name of such Borrower, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing (stated in Dollars or, in the case of Alternate Currency Loans, in the relevant Alternate Currency), (iii) the date of such Borrowing (which shall be a Business Day), (iv) in the case of Incremental Term Loans and Revolving Loans, the Applicable Currency, (v) whether the Loans being made pursuant to such Borrowing shall constitute US A-1 Term Loans, ~~Canadian~~US A-2 Term Loans, Incremental Term Loans~~, Revolving Loans~~ or ~~Canadian~~ Revolving Loans, (vi) (x) in the case of Dollar Loans, whether such Dollar Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, ~~Eurodollar Loans~~whether such Dollar Loan is to be a Eurocurrency Rate Loan or an RFR Loan, and (y) in the case of ~~Canadian~~Incremental Term Loans denominated in Canadian Dollars under a given Tranche, whether such ~~Canadian~~Incremental Term Loans being made pursuant to such Borrowing are to be initially maintained as Canadian Prime Rate Loans or, to the extent permitted hereunder, CDOR Rate Loans, (vii) in the case of all ~~Euro~~Eurocurrency Rate Loans, Term RFR Loans and CDOR Rate Loans, the initial Interest Period to be applicable thereto, and (viii) in the case of ~~Canadian~~ Revolving Loans denominated in Canadian Dollars, whether the respective Borrowing shall consist of Canadian Prime Rate Loans or, to the extent permitted hereunder, CDOR Rate Loans. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. If the relevant Borrower fails to specify the Currency of a Loan in a Notice of Borrowing, then the applicable Loans shall be made in Dollars. If the relevant Borrower fails to specify a type of Loan denominated in Dollars in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans.

(b) Swingline Loans and Mandatory Borrowings. (i) Whenever a Revolving Borrower desires to incur Swingline Loans hereunder, such Revolving Borrower shall give the Swingline Lender (i) not later than 1:00 P.M. (Local Time) on the date that a Dollar Denominated Swingline Loan is to be incurred hereunder and (ii) not later than 11 A.M. (London time) on the date that a Euro Denominated Swingline Loan is to be incurred hereunder, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount (stated in the Applicable Currency) of the Swingline Loans to be made pursuant to such Borrowing and (C) whether the respective Swingline Loan shall constitute a Dollar Denominated Swingline Loan or a Euro Denominated Swingline Loan.

(ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(h), with each Revolving Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in Section 2.01(h).

(c) Telephonic Notice. Without in any way limiting the obligation of any Borrower to confirm in writing any telephonic notice of any Borrowing of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing, reasonably believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from the president, a vice president, the chief financial officer, managing director, the treasurer or an assistant treasurer of such Borrower (or any other officer, employee or authorized individual of such Borrower designated in writing to the Administrative Agent and the Swingline Lender by the president, a vice president, the chief financial officer, the treasurer or an assistant treasurer of such Borrower as being authorized to give such notices under this Agreement) prior to receipt of written confirmation. In each such case, each Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing of Loans.

Section 2.04 Disbursement of Funds. No later than 12:00 Noon (Local Time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 3:00 P.M. (Local Time, in the case of Dollar Denominated Swingline Loans or London time, in the case of Euro Denominated Swingline Loans) on the date specified pursuant to Section 2.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than 12:00 Noon (Local Time) on the date specified in Section 2.01(h)), each Lender with a Commitment of the respective Tranche will make available its pro rata portion of each such Borrowing requested to be made on such date (or, in the case of Swingline Loans, the Swingline Lender shall make available the full amount thereof). All such amounts shall be made available in Dollars (or, in the case of Alternate Currency Loans, in the Alternate Currency for the relevant Tranche) and in immediately available funds at the applicable Payment Office, and the Administrative Agent will, except in the case of a Mandatory Borrowing, make available to the relevant Borrower at such Payment Office in Dollars (or, in the case of Alternate Currency Loans, in the Alternate Currency for such Tranche) the aggregate of the amounts so made available by the Lenders; provided that, if, on the date of a Borrowing of Revolving Loans (other than a Mandatory Borrowing), there are Unpaid Drawings or Swingline Loans then outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Unpaid Drawings with respect to Letters of Credit, second, to the payment in full of any such Swingline Loans, and third, to the respective Borrower as otherwise provided above. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the relevant Borrower and such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to such Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Federal Funds Rate (or, in the case of Alternate Currency Loans, the Administrative Agent’s customary rate for interbank advances in the relevant Alternate Currency) for the first three days and at the rate of

interest otherwise applicable to such Loans for each day thereafter and (ii) if recovered from such Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrowers may have against any Lender as a result of any failure by such Lender to make Loans hereunder. Each Lender may, at its option, make any Loan available to any Foreign Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that (x) any exercise of such option shall not affect the obligation of such Foreign Borrower to repay such Loan in accordance with the terms of this Agreement and (y) such foreign or domestic branch or Affiliate shall not be entitled to any benefits under Sections 2.10, 2.11, 2.12, 2.13 and 5.04 in excess of the amount of benefits such Lender would be entitled to under this Agreement.

Section 2.05 Notes. (a) Generally. Each Borrower’s obligation to pay the principal of, and interest on, all the Loans made by each Lender to such Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.16 and, subject to the provisions of Section 2.05(k), also be evidenced (i) if US A-1 Term Loans, by a promissory note duly executed and delivered by Silgan substantially in the form of Exhibit B-1 (each a “US A-1 Term Note” and, collectively, the “US A-1 Term Notes”), (ii) ~~if Canadian~~ if US A-2 Term Loans, by a promissory note duly executed and delivered by Silgan ~~Canada~~ substantially in the form of Exhibit B-2 (each a “~~Canadian~~US A-2 Term Note” and, collectively, the “~~Canadian~~US A-2 Term Notes”), (iii) if Incremental Term Loans, by a promissory note duly executed and delivered by the respective Incremental Term Loan Borrower substantially in the form of Exhibit B-4 (each an “Incremental Term Note” and, collectively, the “Incremental Term Notes”), (iv) if Revolving Loans, by promissory notes duly executed and delivered by each Revolving Borrower substantially in the form of Exhibit B-5 (each a “Revolving Note” and, collectively, the “Revolving Notes”), (v) if Canadian Revolving Loans, by promissory notes duly executed and delivered by each Canadian Revolving Borrower substantially in the form of Exhibit B-6 (each a “Canadian Revolving Note” and, collectively, the “Canadian Revolving Notes”), in each case with blanks appropriately completed in conformity herewith[reserved], (vi) Dutch Borrower Revolving Loans, by promissory notes duly executed and delivered by each Dutch Borrower substantially in the form of Exhibit B-7 (each a “Dutch Revolving Note” and, collectively, the “Dutch Revolving Notes”), in each case with blanks appropriately completed in conformity herewith and (vii) if Swingline Loans, by promissory notes duly executed and delivered by each Revolving Borrower substantially in the form of Exhibit B-8 (each a “Swingline Note” and, collectively, the “Swingline Notes”), in each case with blanks appropriately completed in conformity herewith.

(b) US A-1 Term Notes. The US A-1 Term Note issued by Silgan to each Lender with a US A-1 Term Loan Commitment or outstanding US A-1 Term Loans shall (i) be payable to such Lender or its registered assigns and be dated the Effective Date (or, if issued after the Effective Date, be dated the date of issuance thereof), (ii) be in a stated principal amount (expressed in Dollars) equal to the principal amount of the US A-1 Term Loan Commitment of such Lender on the Effective Date (or, if issued after the Effective Date, be in a stated principal amount (expressed in Dollars) equal to the outstanding principal amount of US A-1 Term Loans of such Lender at such time) and be payable in the outstanding principal amount of US A-1 Term Loans evidenced thereby, (iii) mature on the Initial Term Loan Maturity Date, (iv) bear interest as provided in the appropriate clause of Section 2.08 in respect of Base Rate Loans ~~and~~, Eurodollar Loans and RFR Loans, as the case may be, evidenced thereby, (v) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vi) be entitled to the benefits of this Agreement and the other Credit Documents.

(c) ~~Canadia~~nUS A-2 Term Notes. The ~~Canadian~~US A-2 Term Note issued by Silgan ~~Canada~~ to each Lender with a ~~Canadian~~US A-2 Term Loan Commitment or outstanding ~~Canadian~~US A-2 Term Loans shall (i) be payable to such Lender or its registered assigns and be dated the Effective Date

(or, if issued after the Effective Date, be dated the date of issuance thereof), (ii) be in a stated principal amount (expressed in ~~Canadian~~ Dollars) equal to the principal amount of the ~~Canadian~~US A-2 Term ~~Loans made by~~Loan Commitment of such Lender on the Effective Date (or, if issued after the Effective Date, be in a stated principal amount (expressed in ~~Canadian~~ Dollars) equal to the outstanding principal amount of ~~Canadian~~US A-2 Term Loans of such Lender at such time) and be payable in the outstanding principal amount of ~~the Canadian~~US A-2 Term Loans evidenced thereby, (iii) mature on the Initial Term Loan Maturity Date, (iv) bear interest as provided in the appropriate clause of Section 2.08 in respect of ~~CDOR~~Base Rate Loans, Eurodollar Loans and ~~Canadian Prime Rate~~RFR Loans, as the case may be, evidenced thereby, (v) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vi) be entitled to the benefits of this Agreement and the other Credit Documents.

(d) [Reserved].

(e) Incremental Term Notes. The Incremental Term Note issued by each Incremental Term Loan Borrower to each Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be payable to such Lender or its registered assigns and be dated the date of issuance thereof, (ii) be in a stated principal amount (expressed in the relevant Applicable Currency) equal to the Incremental Term Loan Commitment of such Lender on the effective date of the respective Incremental Term Loan Commitment Agreement (prior to the incurrence of any Incremental Term Loans pursuant thereto on such date) (or, if issued thereafter, be in a stated principal amount (expressed in the relevant Applicable Currency) equal to the sum of the then remaining amount of the Incremental Term Loan Commitment of such Lender plus the outstanding principal amount of the Incremental Term Loans of such Lender on the date of issuance thereof) and be payable in the relevant Applicable Currency in the outstanding principal amount of the Incremental Term Loans evidenced thereby, (iii) mature on the respective Incremental Term Loan Maturity Date, (iv) bear interest as provided in the appropriate clause of Section 2.08 in respect of Base Rate Loans, Canadian Prime Rate Loans, CDOR Rate Loans ~~and Euro~~, Eurocurrency Rate Loans and RFR Loans, as the case may be, evidenced thereby, (v) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vi) be entitled to the benefits of this Agreement and the other Credit Documents.

(f) Revolving Notes. The Revolving Note issued by each Revolving Borrower to each Revolving Lender shall (i) be payable to such Revolving Lender or its registered assigns and be dated the Effective Date (or, if issued after the Effective Date, be dated the date of issuance thereof), (ii) be in a stated principal amount (expressed in Dollars) equal to the Revolving Loan Commitment of such Revolving Lender (or, if issued after the termination thereof, be in a stated principal amount (expressed in Dollars) equal to the outstanding Revolving Loans of such Revolving Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans to such Revolving Borrower evidenced thereby; provided that if, because of fluctuations in exchange rates after the Effective Date, the Revolving Note of any Revolving Lender would not be at least as great as the outstanding aggregate principal amount (taking the Dollar Equivalent of all Primary Alternate Currency Revolving Loans evidenced thereby) of the Revolving Loans made by such Revolving Lender to such Revolving Borrower at any time outstanding, the respective Revolving Lender may, at any time after the occurrence of any Specified Default or Event of Default, request (and in such case such Revolving Borrower shall promptly execute and deliver) a new Revolving Note in an amount equal to the aggregate principal amount (taking the Dollar Equivalent of all Primary Alternate Currency Revolving Loans evidenced thereby) of such Revolving Loans of such Revolving Lender outstanding on the date of the issuance of such new Revolving Note, (iii) mature on the Revolving Loan Maturity Date, (iv) with respect to each Revolving Loan evidenced thereby, be payable in the respective Applicable Currency in which such Revolving Loan was made, provided that the obligations evidenced by each Primary Alternate Currency Revolving Loan

evidenced thereby shall be subject to conversion into Dollar Loans as provided in (and in the circumstances contemplated by) Section 2.16, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of Base Rate Loans ~~and Euro~~, Eurocurrency Rate Loans and RFR Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.

(g) Canadian Revolving Notes. The Canadian Revolving Note issued by each Canadian Revolving Borrower to each Canadian Revolving Lender shall (i) be payable to such Canadian Revolving Lender or its registered assigns and be dated the Effective Date (or, if issued after the Effective Date, be dated the date of issuance thereof), (ii) be in a stated principal amount (expressed in Canadian Dollars) equal to the Canadian Revolving Loan Commitment of such Canadian Revolving Lender (or, if issued after the termination thereof, be in a stated principal amount (expressed in Canadian Dollars) equal to the outstanding Canadian Revolving Loans of such Canadian Revolving Lender at such time) and be payable in the outstanding principal amount of the Canadian Revolving Loans to such Canadian Revolving Borrower evidenced thereby, (iii) mature on the Revolving Loan Maturity Date, (iv) with respect to each Canadian Revolving Loan evidenced thereby, be payable in Canadian Dollars, provided that the obligations evidenced by each Canadian Revolving Loan evidenced thereby shall be subject to conversion into Dollar Loans as provided in (and in the circumstances contemplated by) ~~Section 2.16~~, (v) bear interest as provided in the appropriate clause of ~~Section 2.08~~, (vi) be subject to voluntary prepayment as provided in ~~Section 5.01~~, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.[Reserved].

(h) Dutch Revolving Notes. The Dutch Revolving Note issued by each Dutch Borrower to each Revolving Lender shall (i) be payable to such Revolving Lender or its registered assigns and be dated the Effective Date (or, if issued after the Effective Date, be dated the date of issuance thereof), (ii) be in a stated principal amount (expressed in Euros) equal to the Revolving Loan Commitment of such Revolving Lender (or, if issued after the termination thereof, be in a stated principal amount (expressed in Euros) equal to the outstanding Dutch Borrower Revolving Loans of such Revolving Lender at such time) and be payable in the outstanding principal amount of the Dutch Borrower Revolving Loans to such Dutch Borrower evidenced thereby; provided that if, because of fluctuations in exchange rates after the Effective Date, the Dutch Revolving Note of any Revolving Lender would not be at least as great as the outstanding aggregate principal amount (taking the Euro Equivalent of all Primary Alternate Currency Revolving Loans or Dollars evidenced thereby) of the Dutch Borrower Revolving Loans made by such Revolving Lender to such Dutch Borrower at any time outstanding, the respective Revolving Lender may, at any time after the occurrence of any Specified Default or Event of Default, request (and in such case such Dutch Borrower shall promptly execute and deliver) a new Dutch Revolving Note in an amount equal to the aggregate principal amount (taking the Euro Equivalent of all Primary Alternate Currency Revolving Loans or Dollars evidenced thereby) of such Dutch Borrower Revolving Loans of such Revolving Lender outstanding on the date of the issuance of such new Dutch Revolving Note, (iii) mature on the Revolving Loan Maturity Date, (iv) with respect to each Dutch Borrower Revolving Loan evidenced thereby, be payable in the respective Applicable Currency in which such Dutch Borrower Revolving Loan was made, provided that the obligations evidenced by each Primary Alternate Currency Revolving Loan evidenced thereby shall be subject to conversion into Dollar Loans as provided in (and in the circumstances contemplated by) Section 2.16, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of Base Rate Loans, Eurocurrency Rate Loans and ~~Euro Rate~~RFR Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.

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THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT