EX-4.4



 Exhibit 4.4 

Execution Version 

REGISTRATION RIGHTS AGREEMENT 

Dated February 13, 2017 

among 
 SILGAN HOLDINGS INC. 

and 
 MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED 
 MERRILL LYNCH INTERNATIONAL 

WELLS FARGO SECURITIES, LLC 
 WELLS
FARGO SECURITIES INTERNATIONAL LIMITED 
 GOLDMAN, SACHS & CO. 

HSBC SECURITIES (USA) INC. 
 MIZUHO
SECURITIES USA INC. 
 MIZUHO INTERNATIONAL PLC 

RABO SECURITIES USA, INC. 

COÖPERATIEVE RABOBANK U.A. 

SCOTIA CAPITAL (USA) INC. 

SCOTIABANK EUROPE PLC 
 SMBC NIKKO
SECURITIES AMERICA, INC. 
 SMBC NIKKO CAPITAL MARKETS LIMITED 







 SUNTRUST ROBINSON HUMPHREY, INC. 

TD SECURITIES (USA) LLC 
 MUFG
SECURITIES AMERICAS INC. 
 MUFG SECURITIES EMEA PLC 

BMO CAPITAL MARKETS CORP. 
 CIBC
WORLD MARKETS CORP. 
 PNC CAPITAL MARKETS LLC 

RB INTERNATIONAL MARKETS (USA) LLC 

RAIFFEISEN BANK INTERNATIONAL AG 







 REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on February 13, 2017, among SILGAN HOLDINGS INC., a
Delaware corporation (the “Company”), and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MERRILL LYNCH INTERNATIONAL, WELLS FARGO SECURITIES, LLC, WELLS FARGO SECURITIES INTERNATIONAL LIMITED, GOLDMAN, SACHS & CO.,
HSBC SECURITIES (USA) INC., MIZUHO SECURITIES USA INC., MIZUHO INTERNATIONAL PLC, RABO SECURITIES USA, INC., COÖPERATIEVE RABOBANK U.A., SCOTIA CAPITAL (USA) INC., SCOTIABANK EUROPE PLC, SMBC NIKKO SECURITIES AMERICA, INC., SMBC NIKKO CAPITAL
MARKETS LIMITED, SUNTRUST ROBINSON HUMPHREY, INC., TD SECURITIES (USA) LLC, MUFG SECURITIES AMERICAS INC., MUFG SECURITIES EMEA PLC, BMO CAPITAL MARKETS CORP., CIBC WORLD MARKETS CORP., PNC CAPITAL MARKETS LLC, RB INTERNATIONAL MARKETS (USA) LLC and
RAIFFEISEN BANK INTERNATIONAL AG (the “Initial Purchasers”). 
 This Agreement is made pursuant to the Purchase Agreement dated
February 8, 2017, among the Company and the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of an aggregate of $300,000,000 principal amount of the Company’s 4 3⁄4% Senior Notes due 2025 (the “Dollar Securities”), and an aggregate of €650,000,000 principal amount of the Company’s 3 1⁄4% Senior Notes due 2025 (the “Euro Securities” and, together with the Dollar Securities, the “Securities”). In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a
condition to the closing under the Purchase Agreement. 
 In consideration of the foregoing, the parties hereto agree as follows: 

1.    Definitions. 

As used in this Agreement, the following capitalized defined terms shall have the following meanings: 

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

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

“Closing Date” shall mean the Closing Date as defined in the Purchase Agreement. 

“Company” shall have the meaning set forth in the preamble and shall also include the Company’s
successors. 







 “Exchange Offer” shall mean the exchange offer by the Company of
Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. 
 “Exchange Offer
Registration” shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof. 

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein. 
 “Exchange Securities” shall mean the applicable series of securities
issued by the Company under the Indenture containing terms identical to each series of the Securities (except that the applicable series of the Exchange Securities will not contain restrictions on transfer) and to be offered to Holders of each
series of the Securities in exchange for the applicable series of the Securities pursuant to the Exchange Offer. 

“Holder” shall mean the Initial Purchasers, for so long as they own any series of Registrable Securities, and
each of their successors, assigns and direct and indirect transferees who become registered owners of the applicable series of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement,
the term “Holder” shall include Participating Broker-Dealers (as defined in Section 4(a)). 

“Indenture” shall mean the Indenture relating to the Securities dated as of February 13, 2017, between the
Company, U.S. Bank National Association, as trustee for the Securities, Elavon Financial Services DAC, UK Branch, as paying agent in respect of the Euro Securities, and Elavon Financial Services DAC, as registrar and transfer agent in respect of the
Euro Securities, as the same may be amended from time to time in accordance with the terms thereof. 
 “Initial
Purchasers” shall have the meaning set forth in the preamble. 
 “Majority Holders” shall mean the
Holders of a majority of the aggregate principal amount of each series of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of the applicable series of Registrable
Securities is required hereunder, such Registrable Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Initial Purchasers or subsequent Holders of the applicable series of
Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of
such required percentage or amount. 
 “Person” shall mean an individual, partnership, limited liability
company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. 

  
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 “Prospectus” shall mean the prospectus included in a
Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein. 

“Purchase Agreement” shall have the meaning set forth in the preamble. 

“Registrable Securities” shall mean the Securities; provided, however, that the Securities shall
cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement,
(ii) when such Securities have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act, or (iii) when such Securities shall have ceased to be outstanding. 

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the
Company with this Agreement, including without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with
state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities), (iii) all expenses of
any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other
documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) the fees and disbursements of the Trustee and its counsel, (vi) the fees and disbursements of counsel for the Company and,
in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers), and (vii) the
fees and disbursements of the independent public accountants of the Company, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, but excluding fees and expenses
of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by
a Holder. 
 “Registration Statement” shall mean any registration statement of the Company that covers any
of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein. 
 “SEC” shall
mean the Securities and Exchange Commission. 

  
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 “Shelf Registration” shall mean a registration effected pursuant
to Section 2(b) hereof. 
 “Shelf Registration Statement” shall mean a “shelf” registration
statement of the Company pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are covered by such Shelf
Registration Statement) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 

“Special Interest” shall have the meaning set forth in Section 2(d) hereof. 

“Trustee” shall mean the trustee with respect to the Securities under the Indenture. 

“Underwriter” shall have the meaning set forth in Section 3 hereof. 

“Underwritten Registration” or “Underwritten Offering” shall mean a registration under the
1933 Act in which Registrable Securities are sold to an Underwriter for reoffering to the public. 
 2.    Registration
Under the 1933 Act. 
 (a)    To the extent not prohibited by any applicable law or applicable interpretation of the
Staff of the SEC, the Company shall use its best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange each series of the Registrable Securities for the applicable series
of Exchange Securities and shall use its best efforts to have such Registration Statement declared effective by the SEC and remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the
Exchange Offer Registration Statement has been declared effective by the SEC. The Company shall commence the Exchange Offer by mailing the related Exchange Offer Prospectus and accompanying documents to each Holder of the applicable series of
Registrable Securities stating, in addition to such other disclosures as are required by applicable law: 

(i)    that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities
validly tendered and not withdrawn in accordance with the terms of the Exchange Offer will be accepted for exchange for the applicable series of Exchange Securities; 

(ii)    the dates of acceptance for exchange (which shall be a period of at least 20 business days from the
date such notice is mailed) (the “Exchange Dates”); 
 (iii)    that any Registrable Securities
not tendered will remain outstanding and continue to accrue interest at the initial rate borne by the applicable series of Registrable Securities and, other than Registrable Securities of such series referred to in Section 2(b)(iii) below, will not
retain any rights under this Agreement; 

  
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 (iv)    that Holders electing to have any Registrable
Securities exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Securities, together with the enclosed letters of transmittal, to the institution and at the address specified in the notice prior to the close of
business on the last Exchange Date; and 
 (v)    that Holders will be entitled to withdraw their
election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Registrable Securities exchanged. 

Promptly after the last Exchange Date, the Company shall: 

(i)    accept for exchange Registrable Securities or portions thereof tendered and not validly withdrawn
pursuant to the Exchange Offer; and 
 (ii)    deliver, or cause to be delivered, to the Trustee for
cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Security equal in principal amount to the principal
amount of and of the same series as the Registrable Securities surrendered by such Holder. 
 The Company shall use its best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC. The Company shall, subject to applicable law, inform the Initial Purchasers of the names and addresses of the
Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. 

(b)    In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a)
above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other
reason consummated by the date that is 360 days after the Closing Date, or (iii) in the opinion of counsel for the Initial Purchasers a Registration Statement must be filed and a Prospectus must be delivered by the Initial Purchasers in
connection with any offering or sale of Registrable Securities by the Initial Purchasers of Registrable Securities that are acquired by the Initial Purchaser from the Company, the Company shall use its best efforts to cause to be filed as soon as
practicable after such determination, date or notice of such opinion of counsel is given to the Company, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and to have such
Shelf Registration Statement declared effective by the SEC. In the event the Company is required to file a Shelf Registration Statement solely as a result of the matters referred to in clause (iii) of the preceding sentence, the


  
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Company shall use its best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the
Exchange Offer. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective until the first anniversary of the Closing Date or such shorter period that will terminate when all of the Registrable
Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company further agrees to supplement or amend the Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect
to information relating to such Holder, and to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the
Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. 

(c)    The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) and
Section 2(b). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement. 

(d)    An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant
to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to
a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the
period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. In the event the Exchange Offer is not consummated and the Shelf Registration Statement is not declared effective on
or prior to the date that is 360 days after the Closing Date with respect to the applicable series of the Securities, the interest rate on the applicable series of the Securities will be increased as liquidated damages by 0.25 per annum until the
Exchange Offer is consummated or the Shelf Registration Statement is declared effective by the SEC (such increased interest, “Special Interest”). 

3.    Registration Procedures. 

In connection with the obligations of the Company with respect to the Registration Statements pursuant to Section 2(a) and
Section 2(b) hereof, the Company shall as expeditiously as possible: 
 (a)    prepare and file with
the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by the Company, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by


  
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the selling Holders thereof, and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to
be filed therewith, and use its best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof; 

(b)    prepare and file with the SEC such amendments and post-effective amendments to each Registration
Statement as may be necessary to keep such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the 1933 Act; to keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange
Securities; 
 (c)    in the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, to counsel for the Initial Purchasers, to counsel for the Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; and the Company consents to
the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable
Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law; 

(d)    use its best efforts to register or qualify the Registrable Securities under all applicable state
securities or “blue sky” laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by
the SEC, to cooperate with such Holders in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc. and do any and all other acts and things which may be reasonably necessary or advisable to enable such
Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer
in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process, or (iii) subject itself to taxation in any such jurisdiction if it
is not otherwise so subject; 
 (e)    in the case of a Shelf Registration, notify each Holder of
Registrable Securities, counsel for the Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Shelf Registration Statement has become effective and
when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Shelf Registration Statement


  
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and Prospectus or for additional information after the Shelf Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Shelf Registration Statement or the initiation of any proceedings for that purpose, (iv) if, between the effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects
or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event
during the period a Shelf Registration Statement is effective which makes any statement made in such Shelf Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Shelf
Registration Statement or Prospectus in order to make the statements therein not misleading, and (vi) of any determination by the Company that a post-effective amendment to a Shelf Registration Statement would be appropriate; 

(f)    make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order; 

(g)    in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without
charge, at least one conformed copy of each Shelf Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); 

(h)    in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to
facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations (consistent with the provisions
of the Indenture) and registered in such names as the selling Holders may reasonably request at least two business days prior to the closing of any sale of Registrable Securities; 

(i)    in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section
3(e)(v) hereof, use its best efforts to prepare and file with the SEC a supplement or post-effective amendment to a Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading. The Company agrees to notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree to
suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission; 

  
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 (j)    within a reasonable time prior to the filing of any
Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing
of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) and make such of the representatives of the Company as shall
be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) available for discussion of such document, and shall not at any time file or make any amendment to
the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously been advised and furnished a copy, or, to which the Initial Purchasers or their counsel (and, in the case of a
Shelf Registration Statement, the Holders or their counsel) shall reasonably object, except for any amendment or supplement or document (a copy of which has been previously furnished to the Initial Purchasers and their counsel (and, in the case of a
Shelf Registration Statement, the Holders and their counsel)) which counsel to the Company shall advise the Company in writing is required in order to comply with applicable law; the Initial Purchasers agree that, if they receive timely notice and
drafts under this clause (j), they will not take actions or make objections pursuant to this clause (j) such that the Company is unable to comply with its obligations under Section 2(a); 

(k)    obtain a CUSIP number for each series of Exchange Securities or Registrable Securities, as the case
may be, not later than the effective date of a Registration Statement; 
 (l)    cause the Indenture to
be qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to effect
such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its best efforts to cause the Trustee to execute, all documents as may be required to effect such
changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; 

(m)    in the case of a Shelf Registration, make available for inspection by a representative of the
Holders of the Registrable Securities, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner, all
financial and other records, pertinent documents and properties of the Company, and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter,
attorney or accountant in connection with a Shelf Registration Statement; 

  
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 (n)    in the case of a Shelf Registration, use its best
efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued by the Company are then listed if requested by the Majority Holders, to the extent such
Registrable Securities satisfy applicable listing requirements; 
 (o)    use its best efforts to cause
the Exchange Securities or Registrable Securities, as the case may be, to be rated by two nationally recognized statistical rating organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act); 

(p)    if reasonably requested by any Holder of Registrable Securities covered by a Registration Statement,
(i) promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein, and (ii) make all required filings of such Prospectus
supplement or such post-effective amendment as soon as the Company has received notification of the matters to be incorporated in such filing; and 

(q)    in the case of a Shelf Registration, enter into such customary agreements and take all such other
actions in connection therewith (including those requested by the Holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an
Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its
subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten
offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their
respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain “cold comfort” letters from the
independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any business acquired by the Company for which financial statements and financial data are or are required to be included in the
Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with
underwritten offerings, and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily
delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting
agreement. 
 The Company may require each Holder of Registrable Securities to furnish to the Company such information regarding the Holder
and the proposed distribution by such Holder of 

  
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such Registrable Securities as the Company may from time to time reasonably request in writing. No Holder of Registrable Securities may include its Registrable Securities in such Registration
Statement unless and until such Holder furnishes such information to the Company. 
 In the case of a Shelf Registration Statement, each
Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration
Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at its expense) all copies in its
possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice to suspend the
disposition of Registrable Securities pursuant to a Registration Statement, the Company shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period
from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. 

The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the “Underwriters”) that will administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering. 
 4.    Participation of Broker-Dealers in Exchange Offer. 

(a)    The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own
account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”), may be deemed to be an “underwriter”
within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. 

The Company understands that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the
Prospectus otherwise meets the requirements of the 1933 Act. 
 (b)    In light of the above, notwithstanding the other
provisions of this Agreement, the Company agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be,
reasonably requested by the Initial Purchasers or by 

  
 11 








 
one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating
Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that: 

(i)    the Company shall not be required to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement, as would otherwise be contemplated by Section 3(i) of this Agreement, for a period exceeding 60 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3
of this Agreement) and Participating Broker-Dealers shall not be authorized by the Company to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; and 

(ii)    the application of the Shelf Registration procedures set forth in Section 3 of this Agreement
to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Company by the Initial
Purchasers or with the reasonable request in writing to the Company by one or more broker-dealers who certify to the Initial Purchasers and the Company in writing that they anticipate that they will be Participating Broker-Dealers; and
provided further that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Company shall be obligated (x) to deal only with one entity
representing the Participating Broker-Dealers, which shall be Merrill Lynch, Pierce, Fenner & Smith Incorporated for the Dollar Securities and Merrill Lynch International for the Euro Securities, unless it elects not to act as such
representative, (y) to pay the fees and expenses of only one counsel representing the Participating Broker-Dealers, which shall be counsel to the Initial Purchasers unless such counsel elects not to so act, and (z) to cause to be delivered
only one, if any, “cold comfort” letter with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause
(i) above. 
 (c)    The Initial Purchasers shall have no liability to the Company or any Holder with respect to
any request that it may make pursuant to Section 4(b) above. 
 5.    Indemnification and Contribution. 

(a)    The Company agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors, officers and
employees, each Holder and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act from and against all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses reasonably incurred by such Initial Purchaser, affiliate, director, officer, employee, or any Holder or any such controlling Person in connection with defending or investigating
any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were
registered under the 1933 Act, including all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein a material fact required 

  
 12 








 
to be stated therein or necessary to make the statements therein not misleading, or caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as
amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished to
the Company in writing through Merrill Lynch, Pierce, Fenner & Smith Incorporated for the Dollar Securities and Merrill Lynch International for the Euro Securities, or any selling Holder expressly for use therein. In connection with any
Underwritten Offering permitted by Section 3, the Company will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their officers and directors and
each Person who controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement. 

(b)    Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Initial Purchasers
and the other selling Holders, and each of their respective directors and officers who sign the Registration Statement and each Person, if any, who controls the Company, any Initial Purchaser and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to the Initial Purchasers, their affiliates, directors, officers and employees and the Holders, but only with reference
to information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). 

(c)    In case any proceeding (including any governmental investigation) shall be instituted involving any Person in
respect of which indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the “indemnified party”) shall promptly notify the Person against whom such indemnity may be sought (the
“indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying
party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is
understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (a) the fees and expenses of more than one separate firm (in addition to any local counsel) for
the Initial Purchasers and all Persons, if any, who control any Initial Purchaser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Company, its directors, its officers who sign the Registration 

  
 13 








 
Statement and each Person, if any, who controls the Company within the meaning of either such Section, and (c) the fees and expenses of more than one separate firm (in addition to any local
counsel) for all Holders and all Persons, if any, who control any Holders within the meaning of either such Section, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. In such case involving the Initial
Purchasers and Persons who control the Initial Purchasers, such firm shall be designated in writing by Merrill Lynch, Pierce, Fenner & Smith Incorporated for the Dollar Securities and Merrill Lynch International for the Euro Securities. In
such case involving the Holders and such Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for
any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as
contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than
30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party for such fees and expenses of counsel in accordance with such request prior to the date
of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. 

(d)    If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is
unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and
the Holders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by
the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders’ respective obligations to contribute pursuant to this Section 5(d) are several in
proportion to the respective principal amount of Registrable Securities of such Holder that were registered pursuant to a Registration Statement. 

(e)    The Company and each Holder agree that it would not be just or equitable if contribution pursuant to this
Section 5 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified
party as a result of the 

  
 14 








 
losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to contribute any amount in excess of the amount by which
the total price at which Registrable Securities were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. 

The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers, any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities, and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 

6.    Miscellaneous. 

(a)    No Inconsistent Agreements. The Company has not entered into, and on or after the date of this Agreement
will not enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the holders of the Company’s other issued and outstanding securities under any such agreements. 

(b)    Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not
be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any departure from the provisions of
Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. 

(c)    Notices. All notices and other communications provided for or permitted hereunder shall be made in writing
by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with
the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the Company, initially at the Company’s address set forth in the
Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). 

  
 15 








 All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely
delivered to an air courier guaranteeing overnight delivery. 
 Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. 

(d)    Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors,
assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Securities in violation of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company with respect to any failure by a Holder to comply with,
or any breach by any Holder of, any of the obligations of such Holder under this Agreement. 
 (e)    Third Party
Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder. 

(f)    Counterparts. This Agreement may be executed manually or by telecopier in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(g)    Headings. The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 
 (h)    Governing Law. This Agreement shall be governed by the laws of the
State of New York. 
 (i)    Severability. In the event that any one or more of the provisions contained herein,
or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected
or impaired thereby. 

  
 16 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

					
	SILGAN HOLDINGS INC.
		
	By	 	 /s/ Frank W. Hogan, III

		 	Name:	 	Frank W. Hogan, III
		 	Title:	 	Senior Vice President, General Counsel and Secretary


 [REGISTRATION RIGHTS AGREEMENT – SILGAN HOLDINGS SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
  

					
	 MERRILL LYNCH, PIERCE, FENNER & SMITH

                          
   INCORPORATED

		
	By:	 	 MERRILL LYNCH, PIERCE, FENNER & SMITH

      INCORPORATED

		
	By	 	 /s/ Mark W. Kushemba

		 	Name: Mark W. Kushemba
		 	Title:   Managing Director

 [REGISTRATION RIGHTS AGREEMENT – MERRILL LYNCH SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 MERRILL LYNCH
INTERNATIONAL 
  

					
	By:	 	MERRILL LYNCH INTERNATIONAL
		
	By	 	 /s/ Matt Lynn

		 	Name:	 	Matt Lynn
		 	Title:	 	Managing Director

 [REGISTRATION RIGHTS AGREEMENT – MERRILL LYNCH INT’L SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 WELLS FARGO
SECURITIES, LLC 
  

					
	By:	 	WELLS FARGO SECURITIES, LLC
		
	By	 	 /s/ Michael Daniel

		 	Name:	 	Michael Daniel
		 	Title:	 	Vice President

 [REGISTRATION RIGHTS AGREEMENT – WELLS FARGO SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 WELLS FARGO
SECURITIES INTERNATIONAL LIMITED 
 By: WELLS FARGO SECURITIES INTERNATIONAL LIMITED 

 

					
	By	 	 /s/ Michael Daniel

		 	Name:	 	Michael Daniel
		 	Title:	 	Vice President

 [REGISTRATION RIGHTS AGREEMENT – WELLS FARGO 

SECURITIES INT’L LIMITED SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 GOLDMAN,
SACHS & CO. 
  

					
	By:	 	GOLDMAN, SACHS & CO.
		
	By	 	 /s/ Michael Hickey

		 	Name:	 	Michael Hickey
		 	Title:	 	Managing Director

  [REGISTRATION RIGHTS AGREEMENT – GOLDMAN, SACHS & CO. SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 HSBC SECURITIES (USA)
INC. 
  

					
	By:	 	HSBC SECURITIES (USA) INC.
		
	By	 	 /s/ Diane Kenna

		 	Name:	 	Diane Kenna
		 	Title:	 	Managing Director

  [REGISTRATION RIGHTS AGREEMENT – HSBC SECURITIES (USA) INC. SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 MIZUHO SECURITIES USA
INC. 
  

					
	By:	 	MIZUHO SECURITIES USA INC.
		
	By	 	 /s/ John Dweck

		 	Name:	 	John Dweck
		 	Title:	 	Managing Director

 [REGISTRATION RIGHTS AGREEMENT – MIZUHO SECURITIES USA INC. SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 MIZUHO INTERNATIONAL
PLC 
  

					
	By:	 	MIZUHO INTERNATIONAL PLC
		
	By	 	 /s/ Guy Reid

		 	Name:	 	Guy Reid
		 	Title:	 	Managing Director

 [REGISTRATION RIGHTS AGREEMENT – MIZUHO INTERNATIONAL PLC SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 RABO SECURITIES USA,
INC. 
  

					
	By:	 	RABO SECURITIES USA, INC.
		
	By	 	 /s/ Harjan Kuiper

		 	Name:	 	Harjan Kuiper
		 	Title:	 	Managing Director
		
	By	 	 /s/ Kenneth McGrory

		 	Name:	 	Kenneth McGrory
		 	Title:	 	President

 [REGISTRATION RIGHTS AGREEMENT – RABO SECURITIES USA, INC. SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 COÖPERATIEVE
RABOBANK U.A. 
  

					
	By:	 	COÖPERATIEVE RABOBANK U.A.
		
	By	 	 /s/ Evertjan Manuels

		 	Name:	 	Evertjan Manuels
		 	Title:	 	European Head of Corporate DCM
		
	By	 	 /s/ Jan Jaap Meindersma

		 	Name:	 	Jan Jaap Meindersma
		 	Title:	 	Managing Director

 [REGISTRATION RIGHTS AGREEMENT – COÖPERATIEVE 

RABOBANK U.A. SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 SCOTIA CAPITAL (USA)
INC. 
  

					
	By:	 	SCOTIA CAPITAL (USA) INC.
		
	By	 	 /s/ Paul McKeown

		 	Name:	 	Paul McKeown
		 	Title:	 	Managing Director & Head, Debt Capital Markets

 [REGISTRATION RIGHTS AGREEMENT – SCOTIA CAPITAL (USA) INC. SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 SCOTIABANK EUROPE PLC

  

					
	By:	 	SCOTIABANK EUROPE PLC
		
	By	 	 /s/ James Walter

		 	Name:	 	James Walter
		 	Title:	 	Regional Director, Europe Legal
		
	By	 	 /s/ Kshamta Kaushik

		 	Name:	 	Kshamta Kaushik
		 	Title:	 	Managing Director, GFIO

 [REGISTRATION RIGHTS AGREEMENT – SCOTIABANK EUROPE PLC SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 SMBC NIKKO SECURITIES
AMERICA, INC. 
  

					
	By:	 	SMBC NIKKO SECURITIES AMERICA, INC.
		
	By	 	 /s/ Yoshihiro Satake

		 	Name: Yoshihiro Satake
		 	Title:   Managing Director

 [REGISTRATION RIGHTS AGREEMENT – SMBC NIKKO SECURITIES 

AMERICA, INC. SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 SMBC NIKKO CAPITAL
MARKETS LIMITED 
  

					
	By:	 	SMBC NIKKO CAPITAL MARKETS LIMITED
		
	By	 	 /s/ Samir Amalou

		 	Name: Samir Amalou
		 	Title:   Managing Director

 [REGISTRATION RIGHTS AGREEMENT – SMBC NIKKO CAPITAL 

MARKETS LIMITED SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 SUNTRUST ROBINSON
HUMPHREY, INC. 
  

					
	By:	 	SUNTRUST ROBINSON HUMPHREY, INC.
		
	By	 	 /s/ Glenn L. Stewart

		 	Name:	 	Glenn L. Stewart
		 	Title:	 	Managing Director

 [REGISTRATION RIGHTS AGREEMENT – SUNTRUST ROBINSON 

HUMPHREY, INC. SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 TD SECURITIES (USA)
LLC 
  

					
	By:	 	TD SECURITIES (USA) LLC
		
	By	 	 /s/ K. Alper Ilgar

		 	Name:	 	K. Alper Ilgar
		 	Title:	 	Director

 [REGISTRATION RIGHTS AGREEMENT – TD SECURITIES (USA) LLC SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 MUFG SECURITIES
AMERICAS INC. 
  

					
	By:	 	MUFG SECURITIES AMERICAS INC.
		
	By	 	 /s/ Brian Keaveney

		 	Name:	 	Brian Keaveney
		 	Title:	 	Executive Director

 [REGISTRATION RIGHTS AGREEMENT – MUFG SECURITIES 

AMERICAS INC. SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 MUFG SECURITIES EMEA
PLC 
  

					
	By:	 	MUFG SECURITIES EMEA PLC
		
	By	 	 /s/ Trevor Kemp

		 	Name:	 	Trevor Kemp
		 	Title:	 	Authorised Signatory

 [REGISTRATION RIGHTS AGREEMENT – MUFG SECURITIES EMEA PLC SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 BMO CAPITAL MARKETS
CORP. 
  

					
	By:	 	BMO CAPITAL MARKETS CORP.
		
	By	 	 /s/ Tyler Craig

		 	Name:	 	Tyler Craig
		 	Title:	 	Director

 [REGISTRATION RIGHTS AGREEMENT – BMO CAPITAL 

MARKETS CORP. SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 CIBC WORLD MARKETS
CORP. 
  

					
	By:	 	CIBC WORLD MARKETS CORP.
		
	By	 	 /s/ Sheila McGillicuddy

		 	Name:	 	Sheila McGillicuddy
		 	Title:	 	Executive Director

 [REGISTRATION RIGHTS AGREEMENT – CIBC WORLD MARKETS CORP. SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 PNC CAPITAL MARKETS
LLC 
  

					
	By:	 	PNC CAPITAL MARKETS LLC
		
	By	 	 /s/ Douglas C. Rogers

		 	Name:	 	Douglas C. Rogers
		 	Title:	 	Director

 [REGISTRATION RIGHTS AGREEMENT – PNC CAPITAL MARKETS LLC SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 RB INTERNATIONAL
MARKETS (USA) LLC 
 By: RB INTERNATIONAL MARKETS (USA) LLC 

					
		
	By	 	 /s/ Stefan Niton

		 	Name:	 	Stefan Niton
		 	Title:	 	Director
		
	By	 	 /s/ Philip Marx

		 	Name:	 	Philip Marx
		 	Title:	 	General Counsel & Chief Compliance Officer

 [REGISTRATION RIGHTS AGREEMENT – RB INTERNATIONAL 

MARKETS (USA) LLC SIGNATURE PAGE] 







 Confirmed and accepted as of 

  the date first above written: 
 RAIFFEISEN BANK
INTERNATIONAL AG 
 By: RAIFFEISEN BANK INTERNATIONAL AG 
  

					
	By	 	 /s/ Michael Bures

		 	Name:	 	Michael Bures
		 	Title:	 	Head of Debt Capital Markets, Corporates
		
	By	 	 /s/ Mario Spatling

		 	Name:	 	Mario Spatling
		 	Title:	 	Senior Associate, Debt Capital Markets, Corporates

 [REGISTRATION RIGHTS AGREEMENT – RAIFFEISEN BANK 

INTERNATIONAL AG SIGNATURE PAGE]