Exhibit 10.3
FOURTH AMENDMENT TO CREDIT AGREEMENT
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FOURTH AMENDMENT TO CREDIT AGREEMENT (this
"Amendment"), dated as of April
30, 2009, 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 CAN COMPANY, a Delaware corporation
("CanCo"), SILGAN WHITE CAP LLC, a
Delaware limited liability company ("White Cap"),
SILGAN PLASTICS CANADA INC.,
an Ontario corporation ("Silgan Plastics
Canada"), 827599 ONTARIO INC., an
Ontario corporation ("Canadian Holdco" and, together
with Silgan, Containers,
Plastics, Manufacturing, CanCo, White Cap
and Silgan Plastics Canada, the
"Borrowers," and each individually, a "Borrower"), the lenders from
time to time
party to the Credit Agreement
referred to below (each a
"Lender" and,
collectively, the "Lenders"), and
DEUTSCHE BANK AG NEW YORK
BRANCH, as
administrative agent (in such
capacity, the "Administrative Agent"),
and
acknowledged and agreed to by each of the other Credit Parties.
Unless otherwise
defined herein, all capitalized terms
used herein and defined in the Credit
Agreement referred to below are used herein as therein defined.
W I T N E S S E T H :
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WHEREAS, the
Borrowers, the Lenders, the
Administrative Agent, the
Co-Syndication Agents and the Co-Documentation Agents have entered
into a Credit
Agreement, dated as of June 30, 2005 (as amended,
modified and supplemented
through, but not including, the date hereof, the "Credit
Agreement"); and
WHEREAS, subject to the terms and
conditions set forth herein, the parties
hereto wish to amend certain provisions of the
Credit Agreement as provided
herein;
NOW, THEREFORE, it is agreed;
A. Amendments to the Credit Agreement
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1. Section 4.01(a) of the
Credit Agreement is hereby amended by deleting
clause (v) appearing in the first sentence thereof and
inserting the following
new clause (v) in lieu thereof:
"(v) each prepayment of
any Tranche of Term Loans pursuant to
this Section 4.01(a) shall be
applied (1) first, to reduce the
Term Loan Scheduled Repayment of
each such Tranche of Term Loans
which is due on December 31 of the year in
which such prepayment
is made (it being understood that
(x) any voluntary prepayments
of A Term Loans pursuant to this
Section 4.01(a) which are made
in 2005 or 2006 shall be
applied to the A Term Loan Scheduled
Repayment which is due on December
31, 2007, (y) any voluntary
prepayments of Canadian
Incremental Term Loans pursuant to this
Section 4.01(a) which are made in
2005,
<PAGE>
2006 or 2007 shall be applied to the
respective Incremental Term
Loans Scheduled
Repayment of such Tranche which
is due on
December 31, 2008, and (z) any
voluntary prepayments of Canadian
B Incremental Term Loans pursuant to
this Section 4.01(a) which
are made in 2006, 2007 or 2008 shall be
applied to the respective
Incremental Term Loans Scheduled
Repayment of such Tranche which
is due on December 31, 2009), (2) second,
to the extent in excess
thereof, with respect to any voluntary
prepayments of any Tranche
of Term Loans pursuant to this
Section 4.01(a) which are made in
2009 only, to reduce the respective Term
Loan Scheduled Repayment
of each such Tranche of Term Loans
which is due on December 31,
2010, and (3) third, to the extent in
excess thereof, to reduce
the then remaining Term Loan
Scheduled Repayments of each such
Tranche of Term Loans on a pro rata
basis (based upon the then
remaining principal amounts of Term Loan
Scheduled Repayments of
each such Tranche of Term Loans after
giving effect to all prior
reductions thereto);".
2. Section 4.02(k)(I) of the
Credit Agreement is hereby amended by (i)
deleting the text "4.01(a)" each place such
text appears in said Section and
inserting the text "4.02(k)" in lieu
thereof, (ii) deleting the word "and"
appearing immediately prior to the text "(B)" in
the final sentence of said
Section and inserting a comma in lieu thereof and (iii)
inserting the following
text immediately preceding the period at the end of said
Section:
"and (C) with respect to up to
$300,000,000 of Net Debt Proceeds
received from the incurrence of Additional
Permitted Indebtedness
prior to December
31, 2009 and required to be
applied in
accordance with this Section 4.02(k)
pursuant to Section 4.02(h),
the amount of such Net
Debt Proceeds to be applied to repay
principal of outstanding Term Loans
shall be allocated among the
different Tranches of Term Loans or
applied to a single Tranche
of Term Loans in each case as Silgan shall
specify in a notice to
the Administrative Agent and
with the amount allocated to each
such Tranche of Term Loans to be applied
(1) first, to reduce the
Term Loan Scheduled Repayment of
each such Tranche of Term Loans
which is due on December 31, 2009,
(2) second, to the extent in
excess thereof, to reduce the
Term Loan Scheduled Repayment of
each such Tranche of Term
Loans which is due on December 31,
2010, and (3) third, to the extent in
excess thereof, to reduce
the then remaining Term Loan
Scheduled Repayments of each such
Tranche of Term Loans on a pro rata
basis (based upon the then
remaining
principal amounts of such Term
Loan Scheduled
Repayments of such Tranche of Term
Loans after giving effect to
all prior reductions
thereto); provided, however, if either
Silgan fails to specify how such
repayment is to be allocated at
the time of the respective repayment
or a Default or an Event of
Default exists at the time of
the respective repayment, such
repayment shall be applied
as provided above in this Section
4.02(k)(I) without regard to this
sub-clause (C)".
B. Miscellaneous Provisions
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1. In order to induce
the Lenders to enter into this
Amendment, each
Borrower hereby represents and warrants to each of the
Lenders that (i) all of
the representations and
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<PAGE>
warranties contained in the Credit Agreement and in the
other Credit Documents
are true and correct in all material respects on and as of
the Fourth Amendment
Effective Date (as defined below), both before and
after giving effect to this
Amendment (unless such representations
and warranties relate to a specific
earlier date, in which case such representations and
warranties shall be true
and correct in all material respects as of such earlier
date), and (ii) there
exists no Default or Event of Default on the Fourth
Amendment Effective Date,
both before and after giving effect to this Amendment.
2. This Amendment is
limited as specified and shall not
constitute a
modification, acceptance or waiver of
any other provision of the Credit
Agreement or any other Credit Document.
3. This Amendment may be executed in any
number of counterparts and by the
different parties hereto on separate counterparts, each
of which counterparts
when executed and delivered shall be
an original, but all of which shall
together constitute one and the same instrument. A complete
set of counterparts
executed by all the parties hereto
shall be lodged with Silgan and
the
Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
5. This Amendment shall become effective
on the date (the "Fourth Amendment
Effective Date") when:
(a) each Borrower, the Required
Lenders and the
Majority Lenders of each Tranche of outstanding Term
Loans
shall have
signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered
(including
by way of
telecopier) same to the Administrative Agent
at
the
applicable Notice Office; and
(b) Silgan shall have paid (or caused to be paid)
to
the
Administrative Agent all fees, costs
and expenses
(including, without limitation, reasonable legal
fees and
expenses)
payable to the Administrative Agent to the extent
then
due.
6. From and after the Fourth
Amendment Effective Date, all references in
the Credit Agreement and each of the other
Credit Documents to the Credit
Agreement shall be deemed to be references to the
Credit Agreement as modified
hereby on the Fourth Amendment Effective Date.
* * *
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<PAGE>
IN WITNESS WHEREOF, the
undersigned have caused this Amendment to be duly
executed and delivered as of the date first above written.
SILGAN HOLDINGS INC.
By: /s/ Frank W. Hogan, III
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Name: Frank W. Hogan, III
Title: Senior Vice President,
General
Counsel and Secretary
SILGAN CONTAINERS LLC
SILGAN PLASTICS LLC
SILGAN CONTAINERS MANUFACTURING
CORPORATION
SILGAN CAN COMPANY
SILGAN WHITE CAP LLC
827599 ONTARIO INC.
SILGAN
PLASTICS CANADA INC.
By: /s/ Frank W. Hogan, III
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Name: Frank W. Hogan, III
Title:
Vice President and Secretary
<PAGE>
SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING
CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC.,
THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT,
AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE
OTHER
CREDIT PARTIES
DEUTSCHE BANK AG NEW YORK BRANCH,
Individually and as Administrative Agent
----------------------------------------
By: /s/Evelyn Thierry
-----------------------------------
Name: Evelyn Thierry
Title: Vice President
By:
/s/ Erin Morrissey
-----------------------------------
Name: Erin Morrissey
Title: Vice President
<PAGE>
SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS
INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY,
SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO
TIME
PARTY TO THE CREDIT
AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE
OTHER
CREDIT PARTIES
NAME OF INSTITUTION:
1st Farm Credit Services, PCA
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By: /s/ DaleA. Richardson
-----------------------------------
Name: Dale A. Richardson
Title: VP, Illinois Capital Markets
Group
<PAGE>
SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO
THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN
PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO
TIME
PARTY TO THE CREDIT AGREEMENT,
AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE
OTHER
CREDIT PARTIES
NAME
OF INSTITUTION:
AGFIRST FARM CREDIT BANK
By: /s/ Steven J. O'Shea
-----------------------------------
Name: Steven J. O'Shea
Title: Vice President
<PAGE>
SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS
CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO
TIME
PARTY TO THE CREDIT AGREEMENT,
AND
DEUTSCHE
BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE
OTHER
CREDIT
PARTIES
NAME OF INSTITUTION:
AgStar Financial Services, PCA
----------------------------------------
By: /s/ Donald G. Linderman
-----------------------------------
Name: Donald G. Linderman
Title: Vice President
<PAGE>
SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING
CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC.,
THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT,
AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE
AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE
OTHER
CREDIT PARTIES
NAME OF INSTITUTION:
Bank
of America, N.A., Canada Branch
By: /s/ Medina Sales de Andrade
-----------------------------------
Name:
Medina Sales de Andrade
Title: Vice President
<PAGE>
SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO
TIME
PARTY TO THE CREDIT AGREEMENT,
AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE
AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE
OTHER
CREDIT PARTIES
NAME OF INSTITUTION:
Bank of America, N.A.
By: /s/ Edwin R. Cox Jr.
-----------------------------------
Name:
Edwin R. Cox Jr.
Title: Senior Vice President
<PAGE>
SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO
TIME
PARTY TO THE CREDIT AGREEMENT,
AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE
AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE
OTHER
CREDIT PARTIES
NAME OF INSTITUTION:
Bank of China, New York Branch
----------------------------------------
By: /s/ William W. Smith
-----------------------------------
Name: William W. Smith
Title: Deputy General Manager
<PAGE>
SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO
TIME
PARTY TO THE CREDIT AGREEMENT,
AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE
OTHER
CREDIT
PARTIES
NAME OF INSTITUTION:
Bank of east Asia, Limited, New York
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Branch
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