Exhibit 10.1
Execution Version
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 6, 2026, 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.”), SILGAN DISPENSING SYSTEMS HOLDINGS COMPANY, a Delaware corporation (“Dispensing”, and together with Silgan, Containers, Plastics, Manufacturing and Silgan International B.V., the “Borrowers” and each individually, “Borrower”), the Guarantors (as defined in the Credit Agreement referred to below) party hereto, the Lenders (as defined below) and WELLS 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, the lenders party thereto (collectively, the “Existing Lenders” and, together with any financial institution party hereto that is assigning its Commitments and Loans pursuant to this Amendment and that is identified on its signature page as a “Departing Lender” (each, a “Departing Lender”), 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, and subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders have agreed, to certain modifications of the Credit Agreement as set forth herein; and
WHEREAS, each Departing Lender has agreed to no longer continue as a Lender; and
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 Documents. As of the Sixth Amendment Effective Date (as defined below) and, subject to and in accordance with the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by:
(i) inserting the following new definition in appropriate alphabetical order:
“Sixth Amendment Effective Date” means March 6, 2026.
(ii) amending (A) the pricing grid set forth in clause (i) of the definition of “Applicable Commitment Commission Percentage” and “Applicable Margin” and (B) the paragraph immediately following such pricing grid by replacing such pricing grid and paragraph in their entirety with the following:
| | | | | | | | |
| Total Net Leverage Ratio | US A Term Loans maintained as Base Rate Loans | US A Term Loans and Euro A-3 Term Loans maintained as Eurocurrency Rate Loans or RFR Loans |
| ≥4.25x | 0.50% | 1.50% |
| ≥3.50x and <4.25x | 0.25% | 1.25% |
| <3.50x | 0.00% | 1.00% |
; 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 4.25:1.00 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 4.25:1.00 (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 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 Margin shall be the respective percentage applicable to a Total Net Leverage Ratio of higher than 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 Sixth Amendment Effective Date through, but not including, the Start Date in respect of Silgan’s fiscal quarter ending March 31, 2026, the Applicable Margin for (x) US A Term Loans and Euro A-3 Term Loans that are maintained as Eurocurrency Rate Loans shall not be less than 1.25% and (y) US A Term Loans that are maintained as Base Rate Loans shall be not less than 0.25%, (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 any Tranche of Extended Term Loans shall be the applicable percentages per annum set forth in the relevant Extension Offer.
(iii) amending the definition of “Spread Adjusted SOFR” by replacing such definition in its entirety with the following
“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%.
(iv) amending the definition of “Spread Adjusted Term SOFR” by replacing such definition in its entirety with the following
“Spread Adjusted Term SOFR” shall mean (a) in the case of Interest Periods of one month, three months or six months, a rate per annum equal to the sum of (i) Term SOFR and (ii) 0% and (b) in the case of Interest Periods of one week or two weeks, a rate per annum equal to the sum of (i) Term SOFR, determined based on a one-month Interest Period, and (ii) 0%.
(v) amending the definition of “Term CORRA Adjustment” by replacing such definition in its entirety with the following
“Term CORRA Adjustment” shall mean, with respect to any Term CORRA Loan, 0%.
(b) Schedule IX of the Credit Agreement is hereby amended by replacing the address of the Borrowers with the following:
Silgan Holdings Inc.
601 Merritt 7, Floor 1
Norwalk, CT 06851
Attention of: Shawn C. Fabry, EVP & Chief Financial Officer
Telephone No.: (203) 406-3184
Facsimile No.: (203) 975-4598
E-mail: sfabry@silgan.com
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) 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 “Sixth Amendment Effective Date”):
(a) The Administrative Agent’s receipt of this Amendment, duly executed by the Borrowers, the Guarantors existing as of the Sixth Amendment Effective Date, the Administrative Agent and the Lenders (including each Departing Lender);
(b) Payment of all fees and expenses of the Administrative Agent and Wells Fargo Securities, LLC, and in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Sixth Amendment Effective Date (except as otherwise reasonably agreed to by Silgan), required to be paid on the Sixth Amendment Effective Date;
(c) Payment of all fees to the Lenders required to be paid on the Sixth Amendment Effective Date, including all unpaid Commitment Commissions accrued through the Sixth Amendment Effective Date; and
(d) At least five (5) days prior to the Sixth Amendment Effective Date, (i) the Administrative Agent and the 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 Sixth 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 Sixth 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 Sixth Amendment Effective Date specifying its objection thereto.
SECTION 4. Loan and Commitment Adjustments/Departing Lenders. Notwithstanding anything to the contrary in the Credit Agreement, each party hereto agrees that:
(a) Loan and Commitment Adjustments.
(i) On and as of the Sixth Amendment Effective Date, each Lender agrees that (A) the aggregate principal amount of its respective (1) US A-1 Term Loans, (2) US A-2 Term Loans and (3) EUR A-3 Term Loans and (B) its respective Revolving Loan Commitment shall be as set forth opposite such Lender’s name on Annex A attached hereto.
(ii) On and as of the Sixth Amendment Effective Date, the requisite assignments, payments and prepayments shall be deemed to be made in such amounts among the Lenders, including the Departing Lenders, as necessary, such that after giving effect thereto, the aggregate principal amount of the US A-1 Term Loans, the US A-2 Term Loans, the EUR A-3 Term Loans and the Revolving Loan Commitment of each Lender shall be as set forth opposite such Lender’s name on Annex A attached hereto (collectively, the “Loan/Commitment Adjustments”) (it being understood and agreed that any outstanding Revolving Loans (as defined in the Existing Credit Agreement) and any participations in outstanding Letters of Credit and Swingline Loans shall be reallocated under the revolving loan facility in a manner such that each Lender (after giving effect to the Loan/Commitment Adjustments) holds such Revolving Loans and such participations on a ratable basis consistent with the amount of their respective Revolving Loan Commitments after giving effect to the Loan/Commitment Adjustments). In connection therewith, each party hereto agrees that (A) solely with respect to any assignments required or desired to effectuate the purposes set forth in this Sixth Amendment, such assignments shall be deemed to be made in requisite amounts among the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by any applicable Assignment and Assumption Agreement under the Credit Agreement and (B) the Administrative Agent is hereby authorized to mark the Register to reflect the reallocation and assignments constituting the Loan/Commitment Adjustments. Notwithstanding anything to the contrary in Section 12.04 of the Credit Agreement or this Sixth Amendment, (1) no other documents or instruments, including any Assignment and Assumption Agreement, shall be required to be executed in connection with these assignments (all of which requirements are hereby waived), (2) no fees shall be required to be paid to the Administrative Agent in connection with such assignments, and (3) such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption Agreement.
(iii) In connection with the Loan/Commitment Adjustments, each Lender, as applicable, shall make such payments in Dollars to the Administrative Agent, on the Sixth Amendment Effective Date, as necessary (in the reasonable determination of the Administrative Agent) to effect the purchases of US A-1 Term Loans, the US A-2 Term Loans, the EUR A-3 Term Loans and the Revolving Loan Commitment pursuant to the Loan/Commitment Adjustments.
(iv) From and after the Sixth Amendment Effective Date, the Administrative Agent shall (to the extent received from the Borrowers) make payment in respect of accrued fees and interest on (A) the US A-1 Term Loans, the US A-2 Term Loans, the EUR A-3 Term Loans and the Revolving Loan Commitment that are reallocated pursuant to the Loan/Commitment Adjustments, to the extent accrued prior to the Sixth Amendment Effective Date, to the holder of such US A-1 Term Loans, US A-2 Term Loans, EUR A-3 Term Loans and Revolving Loan Commitments immediately prior to the Loan/Commitment Adjustments (including, as applicable, the Departing Lenders) and (B) the US A-1 Term Loans, the US A-2 Term Loans, the EUR A-3 Term Loans and the Revolving Loan Commitment that are reallocated pursuant to the Loan/Commitment Adjustments, to the extent accrued on or after the Sixth Amendment Effective Date, to the holder of such US A-1 Term Loans, US A-2 Term Loans, EUR A-3 Term Loans and Revolving Loan Commitments after giving effect to the Loan/Commitment Adjustments.
(b) Departing Lenders. On and as of the Sixth Amendment Effective Date and after giving effect to this Sixth Amendment, including, without limitation, the Commitment/Loan Adjustments and the payments by the Lenders pursuant to Section 4(a):
(i) (A) the outstanding US A-1 Term Loan of each Departing Lender shall be $0, (B) the outstanding US A-2 Term Loan of each Departing Lender shall be $0, (C) the outstanding EUR A-3 Term Loan of each Departing Lender shall be $0 and (D) the Revolving Loan Commitment of each Departing Lender shall be $0;
(ii) each Departing Lender shall cease to be a Lender and a Revolving Lender (as defined in the Existing Credit Agreement) under the Credit Agreement and the other Credit Documents and shall have no further rights or obligations as a Lender or a Revolving Lender under the Credit Agreement and the other Credit Documents, except to the extent of rights and obligations that survive a Lender’s assignment of its commitments pursuant to Section 12.04 of the Credit Agreement and its rights to payment of interest and fees that have accrued but not been paid on the Sixth Amendment Effective Date; and
(iii) each Departing Lender is a party to this Sixth Amendment solely for the purpose of evidencing its agreement to this Section 4.
(c) Waivers. The Lenders party hereto (including the Departing Lenders) agree to waive (i) any notice of prepayment required under the Credit Agreement in connection with the Commitment/Loan Adjustments and (ii) any costs required to be paid pursuant to Section 2.11 of the Credit Agreement in connection with the Commitment/Loan Adjustments.
SECTION 5. 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 6. Representations and Warranties. To induce the Administrative Agent and the 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 Sixth 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 Sixth 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 7. Reference to and Effect on the Credit Agreement and the Credit Documents.
(a) On and after the Sixth 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 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 9. 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/ Frank W. Hogan, III
Name: Frank W. Hogan, III
Title: Executive Vice President, General Counsel and
Secretary
SILGAN CONTAINERS LLC
SILGAN PLASTICS LLC
SILGAN CONTAINERS MANUFACTURING CORPORATION
SILGAN DISPENSING SYSTEMS HOLDINGS COMPANY, as US Borrowers
By: /s/ Frank W. Hogan, III
Name: Frank W. Hogan, III
Title: Vice President and Secretary
SILGAN INTERNATIONAL HOLDINGS B.V., as a Dutch Borrower
By: /s/ Frank W. Hogan, III
Name: Frank W. Hogan, III
Title: Authorized Representative
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
GUARANTORS:
SILGAN HOLDINGS INC., as a Guarantor
By: /s/ Frank W. Hogan, III
Name: Frank W. Hogan, III
Title: Executive Vice President, General Counsel and
Secretary
SILGAN HOLDINGS LLC
SILGAN CORPORATION, each as a Guarantor
By: /s/ Frank W. Hogan, III
Name: Frank W. Hogan, III
Title: Executive Vice President, General Counsel and
Secretary
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
SILGAN CONTAINERS LLC
SILGAN PLASTICS LLC
SILGAN CONTAINERS MANUFACTURING CORPORATION
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
SILGAN UNICEP PACKAGING LLC
SILGAN SPECIALTY PACKAGING TRIADELPHIA LLC, each as a Guarantor
By: /s/ Frank W. Hogan, III
Name: Frank W. Hogan, III
Title: Vice President and Secretary
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
SILGAN HOLDINGS INC., in its capacity as general partner of SILGAN PARTNERSHIP C.V., as a Guarantor
By: /s/ Frank W. Hogan, III
Name: Frank W. Hogan, III
Title: Executive Vice President, General Counsel and
Secretary
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Collateral Agent, an Issuing Lender and a Lender
By: /s/ Andrew Payne
Name: Andrew Payne
Title: Managing Director
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
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COBANK, ACB, as a Lender
By: /s/ Matthew Brill
Name: Matthew Brill
Title: Vice President
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
BANK OF AMERICA, N.A., as a Lender and an Issuing Lender
By: /s/ Daniel Phelan
Name: Daniel Phelan
Title: Director
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
MIZUHO BANK, LTD., as a Lender and an Issuing Lender
By: /s/ Donna DeMagistris
Name: Donna DeMagistris
Title: Managing Director
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
JPMORGAN CHASE BANK, N.A., as a Lender and an Issuing Lender
By: /s/ Gus Huerta
Name: Gus Huerta
Title: Authorized Officer
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
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TRUIST BANK, as a Lender and an Issuing Lender
By: /s/ Chris Hursey
Name: Chris Hursey
Title: Director
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
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COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Lender and an Issuing Lender
By: /s/ Jennifer Smith
Name: Jennifer Smith
Title: Executive Director
By: /s/ Drew Prather
Name: Drew Prather
Title: Vice President
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
SUMITOMO MITSUI BANKING CORPORATION, as a Lender and an Issuing Lender
By: /s/ Minxiao Tian
Name: Minxiao Tian
Title: Director
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ Sawyer Johnson
Name: Sawyer Johnson
Title: Vice President
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
GOLDMAN SACHS BANK USA, as a Lender and an Issuing Lender
By: /s/ Dan Matis
Name: Dan Matis
Title: Authorized Signatory
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
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M&T BANK, as a Lender
By: /s/ Donna J. Emhart
Name: Donna J. Emhart
Title: Director
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
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MORGAN STANLEY BANK, N.A., as a Lender and an Issuing Lender
By: /s/ Aaron McLean
Name: Aaron McLean
Title: Authorized Signatory
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
BANK OF CHINA LIMITED, NEW YORK BRANCH, as a Lender
By: /s/ Raymond Qiao
Name: Raymond Qiao
Title: Executive Vice President
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ James Disher
Name: James Disher
Title: Senior Vice President
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
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THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ Catherine B. Jones
Name: Catherine B. Jones
Title: Managing Director
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
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CITY NATIONAL BANK, as a Lender
By: /s/ Louis Serio
Name: Louis Serio
Title: SVP
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
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RAIFFEISEN BANK INTERNATIONAL AG, as a Lender
By: /s/ Erik Schnetzer
Name: Erik Schnetzer
Title: Director
By: /s/ Stefan Bauer
Name: Stefan Bauer
Title: Director
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
BANCO DE SABADELL, S.A., - MIAMI BRANCH, as a Lender
By: /s/ Enrique Castillo
Name: Enrique Castillo
Title: Head of Corporate Banking
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
HUA NAN COMMERCIAL BANK, LTD. NEW YORK AGENCY, as a Lender
By: /s/ Tzu I Huang
Name: Tzu I Huang
Title: Vice President & General Manager
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
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FIRST COMMERCIAL BANK, LTD. LOS ANGELES BRANCH, as a Lender
By: /s/ Alan Huang
Name: Alan Huang
Title: V.P. & General Manager
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., as a Departing Lender
By: /s/ Pei Chen Wang
Name: Pei Chen Wang
Title: Vice President & General Manager
Silgan Holdings Inc.
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The Toronto-Dominion Bank, New York Branch, as a Departing Lender
By: /s/ David Perlman
Name: David Perlman
Title: Authorized Signatory
Silgan Holdings Inc.
Sixth Amendment to Amended and Restated Credit Agreement
Signature Page
ANNEX A
COMMITMENTS
| | | | | | | | | | | | | | |
| Lender | Revolving Loan Commitment | US A-1 Term Loan Commitment | US A-2 Term Loan Commitment | Euro A-3 Term Loan Commitment |
| Wells Fargo Bank, National Association | $170,450,000.00 | $99,792,000.00 | $0.00 | €111,300,000.00 |
| CoBank, ACB | $328,300,000.00 | $0.00 | $184,898,000.00 | €0.00 |
| Bank of America, N.A. | $161,850,000.00 | $95,186,000.00 | $0.00 | €106,350,000.00 |
| Mizuho Bank, Ltd. | $161,700,000.00 | $90,992,000.00 | $0.00 | €94,050,000.00 |
| JPMorgan Chase Bank, N.A. | $60,000,000.00 | $33,840,000.00 | $0.00 | €106,500,000.00 |
| Truist Bank | $60,000,000.00 | $33,840,000.00 | $0.00 | €94,050,000.00 |
Coöperatieve Rabobank U.A., New York Branch | $60,000,000.00 | $33,840,000.00 | $0.00 | €74,250,000.00 |
| Sumitomo Mitsui Banking Corporation | $60,000,000.00 | $33,840,000.00 | $0.00 | €69,300,000.00 |
| U.S. Bank National Association | $90,000,000.00 | $25,568,000.00 | $0.00 | €27,300,000.00 |
| Goldman Sachs Bank USA | $60,300,000.00 | $34,758,000.00 | $0.00 | €39,600,000.00 |
| M&T Bank | $45,300,000.00 | $25,568,000.00 | $0.00 | €39,600,000.00 |
| Morgan Stanley Bank, N.A. | $65,000,000.00 | $0.00 | $0.00 | €39,600,000.00 |
| Bank of China Limited, New York Branch | $31,300,000.00 | $17,578,000.00 | $0.00 | €39,600,000.00 |
| Fifth Third Bank, National Association | $45,300,000.00 | $25,568,000.00 | $0.00 | €0.00 |
| The Bank of Nova Scotia | $39,500,000.00 | $0.00 | $0.00 | €19,800,000.00 |
| City National Bank | $24,700,000.00 | $13,912,000.00 | $0.00 | €19,800,000.00 |
| Raiffeisen Bank International AG | $36,300,000.00 | $6,298,000.00 | $0.00 | €0.00 |
| Banco de Sabadell, S.A., Miami Branch | $0.00 | $13,160,000.00 | $0.00 | €9,900,000.00 |
| Hua Nan Commercial Bank, Ltd. New York Agency | $0.00 | $16,262,000.00 | $0.00 | €0.00 |
| First Commercial Bank, Ltd. Los Angeles Branch | $0.00 | $14,100,000.00 | $0.00 | €0.00 |
| Total | $1,500,000,000.00 | $614,102,000.00 | $184,898,000.00 | €891,000,000.00 |
OFFICER AGREEMENT
THIS AGREEMENT (“Agreement”) is made and entered into as of this 6th day of November, 2025 (“Effective Date”), by and between Silgan Holdings Inc. (“Company”) and Alexander G. Hutter (“Officer”). For purposes of this Agreement, the term “Company” shall include all subsidiaries of Silgan Holdings Inc. as well as all future subsidiaries of Silgan Holdings Inc.
RECITALS
A. Company is engaged in the business of developing, creating, manufacturing and selling, among other things, (i) dispensing systems and metal and plastic closures for consumer goods products including fragrance and beauty, food, beverage, personal and health care, home care and lawn and garden products, (ii) metal containers for human and pet food and other products, and (iii) plastic packaging solutions for consumer goods products including human and pet food, consumer health and pharmaceutical, personal care, home care, lawn and garden and automotive products (collectively, the “Business”). Company’s headquarters and principal place of business are located in, and this Agreement is being signed in, Norwalk, Connecticut.
B. Officer will be an officer of Company who is involved in, and has significant responsibilities and confidential information regarding, Company’s Business.
C. Company desires that Officer sign this Agreement.
D. Officer desires to sign this Agreement and be eligible for severance as provided herein.
NOW, THEREFORE, in consideration of the above and of the mutual covenants and agreements hereinafter set forth, Officer and Company agree as follows:
1. Confidential Information.
(a) Officer agrees to keep secret and confidential, and not to use or disclose to any third-parties, except as directly required for Officer to perform Officer’s employment responsibilities for Company, any of Company’s confidential, proprietary and/or trade secret information concerning Company’s Business learned, developed or otherwise acquired by Officer during the course of, or in connection with, Officer’s employment with Company (“Confidential Information”). Confidential Information includes, among other things, Company’s confidential information regarding its customers and prospective customers (including but not limited to their needs, preferences, requirements, and likes and dislikes), costs, pricing, profitability, sales and marketing strategies, pricing policies, commission structures, contract terms and conditions, operational methods, strategic plans, nonpublic personnel-related information, nonpublic training materials, internal financial information, research and development plans and activities, and the like. Officer acknowledges that Company exercises
reasonable efforts to maintain the secrecy and confidentiality of Confidential Information, and Officer agrees to treat Confidential Information as secret and confidential so long as such information is not generally known to the public.
(b) Officer acknowledges that any and all notes, records, sketches, external storage devices, nonpublic training materials, recordings and other documents obtained by or provided to Officer, or otherwise made, produced or compiled during the course of Officer’s employment with Company, which contain any Confidential Information of Company, regardless of the type of medium in which it is preserved, are the sole and exclusive property of Company and shall be given to Company (with no copies retained) upon Officer’s termination of employment or on demand at any time by Company.
2. Restrictions during Employment. Officer agrees that throughout Officer’s employment with Company, Officer shall (a) faithfully render such services as may be delegated to Officer by Company; (b) devote Officer’s entire business time, good faith, best efforts, ability, skill and attention to Company’s Business; (c) not, directly or indirectly, compete, plan or prepare to compete, or assist anyone else in competing or in planning or preparing to compete, against Company; and (d) follow and act in accordance with all of Company’s rules, policies and procedures with respect to the operation of Company.
3. Post-Termination Restrictions.
(a) Officer recognizes that (1) Company has spent substantial money, time and effort over the years in developing and solidifying its relationships with its customers and in developing its Confidential Information; (2) long-term customer relationships often can be difficult to develop and require a significant investment of time, effort and expense; and (3) Company pays its high-level personnel such as Officer to, among other things, develop and preserve Confidential Information, customer goodwill, and customer loyalty for and on behalf of Company. Accordingly, Officer agrees that for a period of one (1) year immediately following Officer’s last day of employment with Company if such employment is terminated by Company with or without cause or by Officer, Officer shall not, directly or indirectly, on Officer’s behalf or on behalf of any other person, firm, corporation, partnership or other entity, compete against Company by:
(i) providing, or supervising, managing or consulting in the provision of, any services or products that are competitive with Company’s Business;
(ii) becoming employed by, or providing services under contract or otherwise for, any company providing services or products in competition with Company’s Business;
(iii) providing, or supervising, managing or consulting in the provision of, any work or activity that involves a product, process, apparatus, service or development utilized by the Company in its Business to any customer of Company with whom Officer or anyone under Officer’s direct supervision dealt at any time
during Officer’s last two (2) years of employment with Company or about whom Officer acquired any Confidential Information while Officer was employed by Company;
(iv) soliciting, enticing, inducing, hiring, employing or seeking to employ any salesperson, engineer, technician, manager or executive-level employee of Company, who was employed by Company during Officer’s last six (6) months of employment with the Company, to provide any services in competition with Company’s Business.
(b) The post-termination restrictions in Sections 3(a)(i) and (ii) above shall apply only in the United States, Canada, and such other countries where Company is engaged in the Business, or is actively planning to engage in the Business, as of the last day of Officer’s employment with Company. Officer acknowledges and agrees that the post-termination restrictions in Sections 3(a)(i) through (iv) above are reasonable and necessary to protect Company’s legitimate protectible interests because, among other reasons, (i) of the narrow range of the activities prohibited; (ii) of the Confidential Information to which Officer has and will have access, which Officer agrees can have a useful competitive life of more than two years; (iii) of Officer’s high-level position in Company, which provides Officer with access to Company’s most sensitive Confidential Information and access to and influence regarding Company’s most valuable and sensitive customer relationships; (iv) above there are many other areas and businesses in which, and companies for which, Officer could work in view of Officer’s background, and the restraints contained herein therefore should not impose any undue hardship on Officer. Officer further acknowledges and agrees that the restrictions in Section 3(a)(iv) above are reasonable because (1) Officer, as a high-level employee, is in a position to identify, through Confidential Information, Company employees most integral and/or critical to the success of Company’s Business; (2) such restrictions protect against the possible loss or misuse of Confidential Information by other Company employees; (3) such restrictions protect the customer relationships and/or goodwill associated with other Company employees; and (4) loss of one or more other Company employees, in addition to Officer, would increase the risk of loss or misuse of Confidential Information and/or customer relationships.
4. Intellectual Property.
(a) Officer agrees that any and all Confidential Information, ideas, inventions, discoveries, patents, patent applications, technology, improvements, know-how, copyrights, tangible works of expression, derivative works, trademarks, service marks, trade secrets, and the like (“Intellectual Property”), which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by Officer, whether individually or otherwise, during the time that Officer is employed by Company, whether before or after execution of this Agreement, whether or not during working hours, that relate to: (a) current and anticipated businesses and/or activities of Company; (b) Company’s current and anticipated research or development; or (c) any
work performed by Officer for Company are and shall be the sole and exclusive property of Company, and Company shall own any and all worldwide right, title and interest in, to and under such Intellectual Property. Officer hereby agrees to assign, and assigns, to Company any and all worldwide right, title and interest in, to and under such Intellectual Property. Officer hereby agrees, whenever requested to do so by Company, at Company’s expense, to execute any and all applications, assignments or other instruments which Company deems desirable or necessary to protect such interests. In the event that Company requests Officer to perform any of the foregoing services following termination of Officer’s employment with Company, Company agrees to compensate Officer for such services at a rate per hour equal to the base salary that Officer received from Company at the time of Officer’s termination. In addition, Company shall reimburse Officer for all related reasonable out-of-pocket expenses incurred in rendering such services. Officer further agrees to make a complete written disclosure to Company of any Intellectual Property, when and as it arises, is conceived or is reduced to practice, specifically pointing out the features or concepts that Officer believes to be new or different.
(b) Officer agrees that any Intellectual Property that is conceived, developed, or reduced to practice by Officer within one (1) year immediately following the termination of Officer’s employment with Company that relates to the actual or foreseeable Business of Company will be presumed to have been made during the term of Officer’s employment and will be the sole property of Company, unless Officer presents sufficient evidence to Company satisfactory to rebut the presumption.
5. Non-Waiver of Rights. Company’s failure to enforce at any time any of the provisions of this Agreement or to require at any time performance by Officer of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement, or any part hereof, or the right of Company thereafter to enforce each and every provision in accordance with the terms of this Agreement.
6. Invalidity of Provisions. If any provision of this Agreement is adjudicated to be invalid or unenforceable under applicable law in any jurisdiction, the validity or enforceability of the remaining provisions thereof shall be unaffected as to such jurisdiction and such adjudication shall not affect the validity or enforceability of such provisions in any other jurisdiction. To the extent that any provision of this Agreement is adjudicated to be invalid or unenforceable because it is overbroad, that provision shall not be void but rather shall be limited only to the extent required by applicable law and enforced as so limited.
7. Assignments. This Agreement shall be freely assignable by Company to and shall inure to the benefit of, and be binding upon, any other entity which shall succeed to the Business. Being a contract for personal services, neither this Agreement nor any rights hereunder shall be assigned by Officer.
8. Company’s Right to Recover Costs and Fees. If Officer breaches or threatens to breach this Agreement, Officer shall be liable for any attorneys’ fees and costs incurred by Company in enforcing its rights hereunder. In addition, Officer agrees that upon any breach by Officer of
this Agreement the Company will cease making any further Severance Payments (as defined in Section 9(b) below) hereunder and Officer shall immediately reimburse the Company for all Severance Payments (as defined in Section 9(b) below) paid to Officer by the Company.
9. Termination.
(a) Officer’s employment with Company is terminable by Company, or by Officer, without cause, at any time upon notice to the other party. Company also may terminate Officer’s employment with Company immediately for cause at any time. If Officer’s employment with Company is terminated, for any reason, with or without cause, Company shall have no liability whatsoever to Officer other than to pay Officer the compensation due through Officer’s last day of employment (subject to Subsection (b) below), and such termination shall not diminish or affect in any way Officer’s post-employment duties and obligations under this Agreement.
(b) Officer acknowledges that Officer is, and at all times will be, an employee-at-will of Company and nothing herein shall be construed to alter or affect such employee-at-will status. Without limiting the generality of the foregoing, as additional consideration for Officer’s execution of this Agreement and Officer’s execution at the time of termination of employment of a separation and release agreement reasonably satisfactory to Company, in the event that Company terminates Officer’s employment without cause, Company hereby agrees to provide Officer with a payment of an amount equal to one (1) year of Officer’s normal base salary at Officer’s then annual salary rate less applicable withholdings (the “Severance Payment”), with payment of the Severance Payment to be made in equal monthly installments over the course of the one (1) year period following the effective date of termination. Officer understands, acknowledges and agrees that no Severance Payment shall be due in the event that Company terminates Officer’s employment for cause or Officer terminates his employment.
(c) For purposes of this Agreement, “cause” shall mean and include Officer’s (i) act of fraud, embezzlement, theft, bribery or any other act of comparable dishonesty, disloyalty or breach of trust against the Company or any other material violation of law that occurs during or in the course of Officer’s employment with Company; (ii) damage to Company’s assets; (iii) improper use or disclosure of Company’s confidential information; (iv) breach of Officer’s obligations under this Agreement; (v) engagement in, or the planning of or preparation for, any competitive activity which would constitute a breach of Officer’s duty of loyalty or of Officer’s obligations under this Agreement; (vi) breach of any of Company’s policies; (vii) willful and continued failure to perform Officer’s duties for Company (other than as a result of incapacity due to physical or mental illness); or (viii) willful conduct that is injurious to Company, monetarily or otherwise.
10. Amendments. No modification or amendment of any of the provisions of this Agreement shall be effective unless in writing specifically referring hereto, and signed by the parties hereto. This Agreement supersedes all prior agreements and understandings between Officer
and Company to the extent that any such agreements or understandings conflict with the terms of this Agreement.
11. Choice of Forum and Governing Law. The parties acknowledge and recognize the substantial contacts that they have and will continue to have with Connecticut. Such contacts may include the following: Company has its headquarters in Connecticut; Officer will perform Officer’s employment duties in Connecticut; Officer will deal with, report directly or indirectly to and/or receive strategic and/or management guidance or direction from executive-level personnel based in Connecticut; Officer will attend meetings in Connecticut at which Confidential Information may be disclosed; Officer will receive or be sent Confidential Information originating from Company in Connecticut; this Agreement was formed in, accepted, and executed in Connecticut; and the parties’ expectations under this Agreement are based on Connecticut law. In light of the parties’ substantial contacts with the State of Connecticut, and their significant interest in ensuring that disputes as to the validity and enforceability of this Agreement are resolved on a uniform basis, the parties agree that: (a) any litigation involving any noncompliance with or breach of the Agreement, or regarding the interpretation, validity and/or enforceability of the Agreement, shall be filed and conducted exclusively in Stamford, Connecticut; and (b) the Agreement shall be interpreted in accordance with and governed by the laws of the State of Connecticut, without regard for any conflict of law principles.
12. Company’s Right to Injunctive Relief. In the event of a breach or threatened breach of any of Officer’s duties and obligations under the terms and provisions of Sections 1, 2, 3, 4 or 11 hereof, Company shall be entitled, in addition to any other legal or equitable remedies it may have in connection therewith (including any right to damages that it may suffer), to temporary, preliminary and permanent injunctive relief restraining such breach or threatened breach. Officer hereby expressly acknowledges that the harm which might result to the Business as a result of any noncompliance by Officer with any of the provisions of Sections 1, 2, 3, 4 or 11 would be largely irreparable. Officer specifically agrees that if there is a question as to the enforceability or interpretation of any of the provisions of Sections 1, 2, 3, 4 or 11 hereof, Officer will not engage in any conduct inconsistent with or contrary to such Sections or Company’s good faith interpretation thereof until after the question has been resolved by a final judgment of a court of competent jurisdiction. Any time during which Officer violates any restrictions on Officer under this Agreement shall not count toward satisfying the time during which such restrictions shall apply.
13. Future Employment. Officer shall disclose the existence of this Agreement to any new employer that offers products or services that compete with the Business. Officer shall not, during or after employment with Company, make any comments or other communications disparaging the goodwill or reputation of Company, its employees or Business. Officer consents to Company informing any subsequent employer of Officer, or any entity which Company in good faith believes is, or is likely to be, considering employing Officer, of the existence and terms of this Agreement.
14. Transfers. This Agreement shall continue and be in full force and effect without re-execution in the event Officer is employed by Company in another position or location.
PLEASE NOTE: BY SIGNING THIS AGREEMENT, OFFICER IS HEREBY CERTIFYING THAT OFFICER (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY QUESTIONS OFFICER HAS ABOUT THE AGREEMENT AND HAS RECEIVED SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS OFFICER’S RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date first above written.
/s/ Alexander G. Hutter
Officer: Alexander G. Hutter
Address: [Redacted]
SILGAN HOLDINGS INC.
By: /s/ Frank W. Hogan, III
Name: Frank W. Hogan, III
Title: Executive Vice President, General
Counsel and Secretary