EXHIBIT 10.1



           FIRST AMENDMENT TO CREDIT AGREEMENT AND US PLEDGE AGREEMENT
           -----------------------------------------------------------

     FIRST  AMENDMENT  TO  CREDIT   AGREEMENT  AND  US  PLEDGE  AGREEMENT  (this
"Amendment"),  dated as of December 19,  2005,  among  SILGAN  HOLDINGS  INC., a
Delaware  corporation  ("Silgan"),  SILGAN  CONTAINERS  CORPORATION,  a Delaware
corporation ("Containers"),  SILGAN PLASTICS CORPORATION, a Delaware corporation
("Plastics"),   SILGAN   CONTAINERS   MANUFACTURING   CORPORATION,   a  Delaware
corporation  ("Manufacturing"),  SILGAN  CAN  COMPANY,  a  Delaware  corporation
("CanCo"), SILGAN PLASTICS CANADA INC., an Ontario corporation ("Silgan Plastics
Canada"),  827599 ONTARIO INC., an Ontario  corporation  ("Canadian Holdco" and,
together  with Silgan,  Containers,  Plastics,  Manufacturing,  CanCo and Silgan
Plastics  Canada,  the "Borrowers," and each  individually,  a "Borrower"),  the
lenders from time to time party to the Credit Agreement  referred to below (each
a "Lender"  and,  collectively,  the  "Lenders"),  and DEUTSCHE BANK AG NEW YORK
BRANCH, as administrative agent (in such capacity, the "Administrative  Agent"),
and  acknowledged  and  agreed to by each of the other  Credit  Parties.  Unless
otherwise  defined herein  (including those capitalized terms defined in Section
76 of this  Amendment),  all  capitalized  terms used  herein and defined in the
Credit Agreement referred to below are used herein as therein defined.


                              W I T N E S S E T H :
                              - - - - - - - - - -


     WHEREAS,  the  Borrowers  (other than Canadian  Holdco and Silgan  Plastics
Canada),  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 (the "Credit Agreement");

     WHEREAS,  Silgan,  certain  Subsidiaries of Silgan and the Collateral Agent
have  entered  into a US Pledge  Agreement,  dated as of June 30,  2005 (the "US
Pledge Agreement");

     WHEREAS,  (i) Silgan and Silgan  Plastics  Canada have  requested,  and the
Lenders have agreed,  that Silgan Plastics Canada may become an Incremental Term
Loan Borrower  under the Credit  Agreement on the terms and conditions set forth
in the Credit  Agreement  (after  giving  effect to this  Amendment)  and in the
applicable  Incremental Term Loan Commitment Agreement to be executed by Silgan,
Silgan Plastics Canada,  the Incremental Term Loan Lenders party thereto and the
Administrative Agent and (ii) Silgan, Canadian Holdco and Silgan Plastics Canada
have  requested,  and the Lenders have agreed,  that each of Canadian Holdco and
Silgan Plastics Canada may become a Canadian Revolving Borrower under the Credit
Agreement on the terms and conditions set forth in the Credit  Agreement  (after
giving effect to this Amendment); and

     WHEREAS,  subject to the terms and conditions set forth herein, the parties
hereto  wish to amend  certain  provisions  of the Credit  Agreement  and the US
Pledge Agreement as provided herein;


<PAGE>

     NOW, THEREFORE, it is agreed;

A. Amendments to the Credit Agreement
   ----------------------------------

     1. Section  1.01(c) of the Credit  Agreement is hereby amended by inserting
the following new sentence at the end thereof:

          "In  addition  to the  foregoing,  in the  case of  Canadian
     Incremental Term Loans,  such Incremental Term Loans (x) shall be
     denominated  solely in Canadian  Dollars,  and (y) shall,  at the
     option  of  the  Canadian  Incremental  Term  Loan  Borrower,  be
     incurred and maintained as, and/or converted into, Canadian Prime
     Rate Loans or B/A Discount Rate Loans, provided that all Canadian
     Incremental  Term Loans made as part of the same Borrowing shall,
     unless otherwise  specifically  provided  herein,  be of the same
     Type."

     2.  Section  1.01 of the  Credit  Agreement  is hereby  further  amended by
inserting the following new clause (g) at the end thereof:

          "(g) Subject to and upon the terms and  conditions set forth
     herein,  each Canadian  Revolving Lender severally agrees, at any
     time and  from  time to time on and  after  the  First  Amendment
     Effective Date and prior to the Canadian  Revolving Loan Maturity
     Date,  to  make a  revolving  loan  or  revolving  loans  (each a
     "Canadian  Revolving  Loan"  and,  collectively,   the  "Canadian
     Revolving  Loans") to each  Canadian  Revolving  Borrower,  which
     Canadian Revolving Loans:

               (i) shall be made and maintained in Canadian Dollars;

               (ii) except as hereafter provided, shall, at the option
          of the applicable Canadian Revolving  Borrower,  be incurred
          and  maintained  as,  and/or  converted  into,  one or  more
          Borrowings  of (x)  Canadian  Prime Rate Loans or (y) (i) in
          the  case  of  a  B/A  Lender,   the  creation  of  Bankers'
          Acceptances on the terms and conditions  provided for herein
          and in  Schedule  XI or (ii) in a case of a Non-B/A  Lender,
          the  creation  and  purchase  of  completed  Drafts  and the
          exchange of such Drafts for B/A Discount Notes, in each case
          on the terms  and  conditions  provided  for  herein  and in
          Schedule XI;

               (iii) may be repaid and  reborrowed in accordance  with
          the provisions hereof;

               (iv) shall not be made (and shall not be required to be
          made) by any Canadian Revolving Lender in any instance where
          the  incurrence  thereof  (after giving effect to the use of
          the proceeds  thereof on the date of the incurrence  thereof
          to  simultaneously   repay  any  Canadian   Revolving  Loans
          theretofore outstanding) would cause the Individual Canadian
          RL Exposure of such Canadian  Revolving Lender to exceed the
          Canadian



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<PAGE>


          Revolving   Loan   Commitment  of  such  Canadian  Revolving
          Lender at such time; and

               (v) shall not be made (and shall not be  required to be
          made) by any Canadian Revolving Lender in any instance where
          the  incurrence  thereof  (after giving effect to the use of
          the proceeds  thereof on the date of the incurrence  thereof
          to  simultaneously   repay  any  Canadian   Revolving  Loans
          theretofore  outstanding) would cause the Aggregate Canadian
          RL  Exposure  to exceed the Total  Canadian  Revolving  Loan
          Commitment at such time."

     3. Section 1.02 of the Credit  Agreement is hereby amended by (i) inserting
"(x)"  immediately  after the text "more than"  appearing in the second sentence
thereof and (ii)  inserting the text "and B/A Discount  Rate Loans"  immediately
following the text "Euro Rate Loans"  appearing in the second  sentence  thereof
and (iii) inserting the following new clause (y) at the end thereof:

         "and (y) five  different maturity  dates in the aggregate for
         all outstanding Bankers' Acceptance Loans".

     4.  Section  1.03(a)  of the Credit  Agreement  is hereby  restated  in its
entirety as follows:

          "1.03  Notice of  Borrowing.  (a)  Whenever  (v) a  Borrower
     desires to incur Dollar Loans hereunder  (excluding (I) Swingline
     Loans and (II) Revolving  Loans incurred  pursuant to a Mandatory
     Borrowing),  such Borrower shall give the Administrative Agent at
     the  applicable  Notice Office at least one Business  Day's prior
     notice of each Base Rate Loan,  and at least three Business Days'
     prior  notice  of each  Eurodollar  Loan  (or,  in the  case of a
     Eurodollar Loan with an Interest Period of other than a one, two,
     three or six-month  period,  at least five  Business  Days' prior
     notice of each such Eurodollar  Loan), to be incurred  hereunder,
     (w) the Canadian  Incremental Term Loan Borrower desires to incur
     Canadian   Incremental   Term  Loans   hereunder,   the  Canadian
     Incremental  Term Loan  Borrower  shall  give the  Administrative
     Agent at the applicable Notice Office at least one Business Day's
     prior notice of each Canadian  Incremental  Term Loan (or, in the
     case of a B/A Discount Rate Loan with an Interest Period of other
     than a one,  two,  three  or  six-month  period,  at  least  five
     Business Days' prior notice of each such B/A Discount Rate Loan),
     to be incurred  hereunder,  (x) an Incremental Term Loan Borrower
     (other than the Canadian  Incremental Term Loan Borrower) desires
     to incur  Alternate  Currency  Incremental  Term Loans  hereunder
     (other than Canadian  Incremental  Term Loans),  such Incremental
     Term Loan  Borrower  shall give the  Administrative  Agent at the
     applicable  Notice Office at least three  Business  Days' (or, in
     the case of an Alternate  Currency  Incremental Term Loan with an
     Interest  Period of other  than a one,  two,  three or  six-month
     period,  at least five Business  Days') prior notice of each such
     Alternate   Currency   Incremental   Term  Loan  to  be  incurred
     hereunder,  (y) a  Revolving  Borrower  desires to incur  Primary
     Alternate  Currency  Revolving  Loans  hereunder,  such


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<PAGE>


     Revolving  Borrower  shall give the  Administrative  Agent at the
     applicable  Notice Office at least three  Business  Days' (or, in
     the case of a Primary Alternate  Currency  Revolving Loan with an
     Interest  Period of other  than a one,  two,  three or  six-month
     period,  at least five Business  Days') prior notice of each such
     Primary  Alternate   Currency   Revolving  Loan  to  be  incurred
     hereunder,  provided that (in each case) any such notice shall be
     deemed to have been given on a certain  day only if given  before
     1:00 P.M.  (Local Time) on such day and (z) a Canadian  Revolving
     Borrower  desires to incur  Canadian Prime Rate Loans or Bankers'
     Acceptance Loans hereunder  (excluding  Canadian Prime Rate Loans
     to the extent  resulting from  automatic  conversions of Bankers'
     Acceptance  Loans as  provided  in Schedule  XI),  such  Canadian
     Revolving  Borrower  shall give the  Administrative  Agent at the
     applicable Notice Office at least one Business Day's prior notice
     of each  Canadian  Prime Rate Loan,  and at least three  Business
     Days' prior notice of each Bankers'  Acceptance  Loan (or, in the
     case of a Bankers'  Acceptance  Loan with a term in excess of 180
     days,  at least five  Business  Days'  prior  notice of each such
     Bankers'  Acceptance  Loan).  Each such notice (each a "Notice of
     Borrowing"),  except as otherwise  expressly  provided in Section
     1.10,  shall be irrevocable  and shall be given by the respective
     Borrower  in  writing,  or by  telephone  promptly  confirmed  in
     writing, in the form of Exhibit A-1,  appropriately  completed to
     specify  (i) the  name  of  such  Borrower,  (ii)  the  aggregate
     principal amount or Face Amount, as the case may be, of the Loans
     to be made pursuant to such  Borrowing  (stated in Dollars or, in
     the case of Alternate  Currency Loans, in the relevant  Alternate
     Currency),  (iii) the date of such  Borrowing  (which  shall be a
     Business  Day),  (iv) in the case of  Incremental  Term Loans and
     Revolving Loans, the Applicable  Currency,  (v) whether the Loans
     being made  pursuant to such  Borrowing  shall  constitute A Term
     Loans, B Term Loans,  Incremental  Term Loans or Revolving Loans,
     (vi) (x) in the case of Dollar  Loans,  whether such Dollar Loans
     being  made  pursuant  to  such  Borrowing  are  to be  initially
     maintained  as  Base  Rate  Loans  or,  to the  extent  permitted
     hereunder,  Eurodollar  Loans,  and (y) in the  case of  Canadian
     Incremental  Term Loans,  whether such Canadian  Incremental Term
     Loans being made  pursuant to such  Borrowing are to be initially
     maintained  as  Canadian  Prime  Rate  Loans  or,  to the  extent
     permitted  hereunder,  B/A Discount Rate Loans, (vii) in the case
     of all Euro Rate Loans and B/A Discount  Rate Loans,  the initial
     Interest Period to be applicable thereto,  and (viii) in the case
     of Canadian  Revolving  Loans,  whether the respective  Borrowing
     shall  consist  of  Canadian  Prime  Rate Loans or, to the extent
     permitted  hereunder,  Bankers' Acceptance Loans and, if Bankers'
     Acceptance  Loans,  the term thereof (which shall comply with the
     requirements  of Schedule  XI).  The  Administrative  Agent shall
     promptly  give each Lender which is required to make Loans of the
     Tranche specified in the respective  Notice of Borrowing,  notice
     of such proposed Borrowing,  of such Lender's proportionate share
     thereof  and of the other  matters  required  by the  immediately
     preceding sentence to be specified in the Notice of Borrowing."

     5. Section 1.04 of the Credit  Agreement is hereby amended by inserting the
text "; provided, however, that, in no event shall the Administrative Agent make
available  to the  Canadian  Incremental  Term Loan  Borrower any portion of any
Canadian  Incremental  Term  Loan


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<PAGE>

until such corresponding  amount is in fact received by the Administrative Agent
from a Canadian  Incremental  Term Loan Lender" at the end of the third sentence
appearing in said Section.

     6. Section  1.05(a) of the Credit  Agreement is hereby  amended by deleting
the text "and" appearing at the end of clause (iv) of said Section and inserting
the text "and  (vi) if  Canadian  Revolving  Loans,  by  promissory  notes  duly
executed and delivered by each Canadian Revolving Borrower  substantially in the
form of Exhibit B-6 (each a "Canadian  Revolving  Note" and,  collectively,  the
"Canadian  Revolving  Notes"),"  immediately  after  the  text  "the  "Swingline
Notes")," appearing at the end of clause (v) of said Section.

     7. Section  1.05(d) of the Credit  Agreement is hereby amended by inserting
the text ",  Canadian  Prime Rate Loans,  B/A Discount  Rate Loans"  immediately
after the text "Base Rate Loans" appearing in clause (iv) thereof.

     8.  Section  1.05 of the  Credit  Agreement  is hereby  further  amended by
inserting the following new clause (i) at the end thereof:

          "(i) The  Canadian  Revolving  Note issued by each  Canadian
     Revolving Borrower to each Canadian Revolving Lender shall (i) be
     payable  to such  Canadian  Revolving  Lender  or its  registered
     assigns and be dated the First  Amendment  Effective Date (or, if
     issued after the First  Amendment  Effective  Date,  be dated the
     date of issuance  thereof),  (ii) be in a stated principal amount
     (expressed in Canadian  Dollars) equal to the Canadian  Revolving
     Loan Commitment of such Canadian  Revolving Lender (or, if issued
     after the termination  thereof,  be in a stated  principal amount
     (expressed in Canadian Dollars) equal to the outstanding Canadian
     Revolving Loans of such Canadian  Revolving  Lender at such time)
     and  be  payable  in  the  outstanding  principal  amount  of the
     Canadian  Revolving  Loans to such  Canadian  Revolving  Borrower
     evidenced  thereby,  (iii) mature on the Canadian  Revolving Loan
     Maturity Date, (iv) with respect to each Canadian  Revolving Loan
     evidenced thereby, be payable in Canadian Dollars,  provided that
     the  obligations   evidenced  by  each  Canadian  Revolving  Loan
     evidenced  thereby  shall be subject to  conversion  into  Dollar
     Loans as provided in (and in the  circumstances  contemplated by)
     Section 1.16,  (v) bear  interest as provided in the  appropriate
     clause of Section 1.08,  (vi) be subject to voluntary  prepayment
     as provided in Section 4.01, and mandatory  repayment as provided
     in Section  4.02,  and (vii) be entitled to the  benefits of this
     Agreement and the other Credit Documents."

     9. Section 1.06 of the Credit  Agreement is hereby restated in its entirety
as follows:

          "1.06  Conversions.  Each Borrower  shall have the option to
     convert,  on any Business  Day  occurring on or after the Initial
     Borrowing  Date,  all or a portion  equal to at least the Minimum
     Borrowing  Amount of the outstanding  principal  amount of Dollar
     Loans or Canadian  Incremental  Term  Loans,  as the case may be,
     made to such Borrower pursuant to one or more Borrowings (so long
     as of the same  Tranche) of one or more Types of Dollar  Loans or
     Types of Canadian


                                 -5-
<PAGE>

     Incremental  Term Loans, as the case may be, into a Borrowing (of
     the same  Tranche)  of another  Type of Dollar  Loan or  Canadian
     Incremental  Term  Loan,  as the case may be,  provided  that (i)
     except as otherwise  provided in Section 1.10(b),  (x) Eurodollar
     Loans may be converted  into Base Rate Loans and (y) B/A Discount
     Rate Loans may be converted  into Canadian  Prime Rate Loans,  in
     each case, only on the last day of an Interest Period  applicable
     to the Loans being  converted  and no such partial  conversion of
     Eurodollar  Loans or B/A Discount Rate Loans, as the case may be,
     shall reduce the outstanding  principal amount of such Eurodollar
     Loans  or B/A  Discount  Rate  Loans  made  pursuant  to a single
     Borrowing to less than the Minimum  Borrowing  Amount  applicable
     thereto,  (ii) unless the Required  Lenders  otherwise agree, (x)
     Base Rate Loans may only be converted into  Eurodollar  Loans and
     (y)  Canadian  Prime  Rate Loans may only be  converted  into B/A
     Discount  Rate Loans,  in each case,  if no Specified  Default or
     Event of Default is in existence  on the date of the  conversion,
     (iii) no conversion pursuant to this Section 1.06 shall result in
     a  greater  number  of  Borrowings  of Euro  Rate  Loans  and B/A
     Discount Rate Loans than is permitted under Section 1.02 and (iv)
     Swingline  Loans may not be  converted  pursuant to this  Section
     1.06.  Each  conversion  pursuant to this  Section  1.06 shall be
     effected by the respective  Borrower by giving the Administrative
     Agent at the applicable  Notice Office prior to 1:00 P.M.  (Local
     Time)  at  least  three  Business  Days'  (or,  in the case of an
     Interest Period other than a one, two, three or six-month period,
     at least five  Business  Days')  prior  notice (each a "Notice of
     Conversion/Continuation")   in   the   form   of   Exhibit   A-2,
     appropriately  completed  to specify the Dollar Loans or Canadian
     Incremental  Term  Loans  to be so  converted,  the  Borrowing(s)
     pursuant to which such Dollar Loans or Canadian  Incremental Term
     Loans were made and, if to be converted into Eurodollar Loans (in
     the case of Dollar Loans) or B/A Discount Rate Loans (in the case
     of Canadian  Incremental  Term Loans),  the Interest Period to be
     initially applicable thereto. The Administrative Agent shall give
     each  Lender  prompt  notice  of  any  such  proposed  conversion
     affecting  any of its Dollar  Loans and/or  Canadian  Incremental
     Loans.  For the  avoidance of doubt,  it is  understood  that any
     conversion  of one Type of  Canadian  Incremental  Term Loan into
     another  Type  of  Canadian   Incremental  Term  Loan  shall  not
     constitute  a repayment  of any  Canadian  Incremental  Term Loan
     being so  converted.  Canadian  Revolving  Loans may be converted
     and/or  continued  as and to the extent  provided in Section 1.17
     and Schedule XI."

     10. Section 1.07 of the Credit Agreement is hereby amended by (i) inserting
the text ", Canadian  Revolving Loans" immediately after the text "under a given
Tranche"  appearing in the first sentence thereof and (ii) inserting the text ",
Canadian  Revolving  Loan  Commitments"  immediately  after  the text  "for such
Tranche" appearing in the first sentence thereof.

     11.  Section 1.08 of the Credit  Agreement  is hereby  amended by restating
clauses (a), (b), (c) and (d) of such Section in their entirety as follows:

          "(a) Each Borrower  agrees to pay interest in respect of the
     unpaid principal amount of each Base Rate Loan and Canadian Prime
     Rate  Loan  (including  with  respect  to any (x) Euro  Rate Loan
     converted into a Base Rate


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<PAGE>

     Loan  pursuant  to  Section  1.16,  (y) B/A  Discount  Rate  Loan
     converted  into a Canadian  Prime Rate Loan  pursuant  to Section
     1.16, or (z) Bankers'  Acceptance  Loan converted into a Canadian
     Prime Rate Loan  pursuant to Schedule  XI) made to such  Borrower
     hereunder  from  the  date  of  Borrowing  thereof  (or,  in  the
     circumstances    described   in   the    immediately    preceding
     parenthetical, from the date of conversion of the respective Euro
     Rate Loan into a Base Rate Loan or the  respective  B/A  Discount
     Rate Loan or Bankers'  Acceptance Loan into a Canadian Prime Rate
     Loan,  as the case may be) until the earlier of (i) the  maturity
     thereof  (whether  by  acceleration  or  otherwise)  and (ii) the
     conversion  of such  Base Rate Loan to a  Eurodollar  Loan,  such
     Canadian  Prime  Rate  Loan to a B/A  Discount  Rate Loan or such
     Bankers'  Acceptance  Loan to a Canadian  Prime Rate Loan, as the
     case may be, pursuant to Section 1.06 or Schedule XI, as the case
     may be,  (which  conversion  shall,  in the case of a  conversion
     contemplated  by Schedule XI, be deemed to occur on the date upon
     which a maturing  Bankers'  Acceptance  or B/A  Discount  Note is
     converted  into a Canadian  Prime Rate Loan  pursuant to Schedule
     XI, with the proceeds thereof to be equal to the full Face Amount
     of such maturing Bankers'  Acceptance or B/A Discount Note), at a
     rate per annum  which shall be equal to (x) in the case of Dollar
     Loans,  the sum of the  Applicable  Margin plus the Base Rate and
     (y) in the case of  Canadian  Prime  Rate  Loans,  the sum of the
     Applicable  Margin plus the Canadian Prime Rate, in each case, as
     in effect from time to time.

          (b) Each  Borrower  agrees to pay interest in respect of the
     unpaid  principal  amount of each Euro Rate Loan and B/A Discount
     Rate  Loan  made to such  Borrower  from  the  date of  Borrowing
     thereof until the earlier of (i) the maturity thereof (whether by
     acceleration  or  otherwise)  and (ii) (A) in the case of  Dollar
     Loans, the conversion of such Eurodollar Loan to a Base Rate Loan
     pursuant to Section 1.06, 1.09 or 1.10 as applicable,  (B) in the
     case of Canadian  Incremental  Term Loans, the conversion of such
     B/A Discount Rate Loan to a Canadian  Prime Rate Loan pursuant to
     Section 1.06, 1.09 or 1.10, as applicable, and/or (C) in the case
     of an Alternate  Currency Loan (including a Canadian  Incremental
     Term Loan),  the conversion of such Alternate  Currency Loan to a
     Base Rate Loan  pursuant  to  Section  1.16,  at a rate per annum
     which shall,  during each Interest Period applicable  thereto, be
     equal to the sum of the Applicable  Margin as in effect from time
     to time during such  Interest  Period  plus,  in the case of Euro
     Rate Loans,  the  applicable  Euro Rate for such Interest  Period
     plus  (except in the case of  Eurodollar  Loans)  the  Associated
     Costs Rate,  if any, and in the case of B/A Discount  Rate Loans,
     the applicable B/A Discount Rate for such Interest Period.

          (c) Overdue  principal and, to the extent  permitted by law,
     overdue  interest  in respect of each Loan and any other  overdue
     amount  payable  hereunder  or under  any other  Credit  Document
     shall, in each case, bear interest at a rate per annum (i) in the
     case of overdue  principal  of,  and  interest  or other  overdue
     amounts owing with respect to,  Alternate  Currency  Loans (other
     than  Canadian  Incremental  Term Loans)  under a given  Tranche,
     equal to 2% in excess of the rate  otherwise  applicable  to such
     Tranche of Alternate  Currency  Loans from time to


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<PAGE>

     time, (ii) in the case of overdue  principal of, and interest on,
     Dollar Loans, equal to the greater of (x) the rate which is 2% in
     excess  of the  rate  otherwise  applicable  to Base  Rate  Loans
     maintained  pursuant to the respective  Tranche from time to time
     and (y) the rate  which is 2% in excess of the rate then borne by
     such Dollar Loans, (iii) in the case of overdue principal of, and
     interest  on,  Canadian   Incremental  Term  Loans  and  Canadian
     Revolving Loans, equal to the greater of (x) the rate which is 2%
     in excess of the rate otherwise applicable to Canadian Prime Rate
     Loans from time to time and (y) the rate which is 2% in excess of
     the rate then borne by such  Canadian  Incremental  Term Loans or
     such Canadian  Revolving  Loans,  as the case may be, and (iv) in
     the  case  of  all  other  overdue  amounts  payable  under  this
     Agreement or under any other Credit  Document,  equal to the rate
     which is 2% in excess of the rate  applicable to Revolving  Loans
     maintained  as Base Rate Loans from time to time.  Interest  that
     accrues under this Section 1.08(c) shall be payable on demand.

          (d)  Accrued  (and  theretofore  unpaid)  interest  shall be
     payable (i) in respect of each Base Rate Loan and Canadian  Prime
     Rate Loan,  (x)  quarterly in arrears on each  Quarterly  Payment
     Date,  (y) on the date of any  repayment or prepayment in full of
     all  outstanding  Base Rate Loans or Canadian Prime Rate Loans of
     any  Tranche,  and (z) at maturity  (whether by  acceleration  or
     otherwise)  and,  after such  maturity,  on  demand,  and (ii) in
     respect of each Euro Rate Loan and each B/A  Discount  Rate Loan,
     (x) on the last day of each Interest  Period  applicable  thereto
     and, in the case of an Interest Period in excess of three months,
     on each date occurring at three month  intervals  after the first
     day of such Interest Period, and (y) on the date of any repayment
     or  prepayment  (on the amount  repaid or  prepaid),  at maturity
     (whether by  acceleration or otherwise) and, after such maturity,
     on demand."

     12. Section 1.09 of the Credit Agreement is hereby restated in its entirety
as follows:

          "1.09 Interest Periods.  At the time the respective Borrower
     gives    any    Notice    of     Borrowing     or    Notice    of
     Conversion/Continuation   in   respect   of  the  making  of,  or
     conversion  into,  a Borrowing of Euro Rate Loans or B/A Discount
     Rate Loans (in the case of the initial Interest Period applicable
     thereto) or prior to 1:00 P.M. (Local Time) on the third Business
     Day (or,  in the case of a Euro  Rate Loan or B/A  Discount  Rate
     Loan to be converted  into, or maintained as, a Euro Rate Loan or
     B/A Discount Rate Loan (as applicable) with an Interest Period of
     other than a one, two,  three or six-month  period,  on the fifth
     Business  Day)  prior to the  expiration  of an  Interest  Period
     applicable  to such  Borrowing of Euro Rate Loans or B/A Discount
     Rate Loans (in the case of  subsequent  Interest  Periods),  such
     Borrower   shall   have  the  right  to  elect,   by  giving  the
     Administrative Agent notice thereof, the interest period (each an
     "Interest Period")  applicable to such Borrowing,  which Interest
     Period  shall (x) in the case of Dollar  Loans,  at the option of
     such  Borrower,  be a one,  two,  three,  six or,  to the  extent
     available  to all  Lenders  with  obligations  in  respect of the
     respective Tranche of Loans,  twelve-month  period or a seven-day
     period,  (y) in the case of Alternate  Currency Loans (other than
     Canadian  Incremental  Term Loans and Canadian  Revolving  Loans)


                                 -8-
<PAGE>

     under a given  Tranche,  such other period of less than one month
     to the extent approved by the Administrative  Agent and otherwise
     available  to all  Lenders  with  obligations  in respect of such
     Tranche,  and (z) in the case of Canadian Incremental Term Loans,
     at the option of the Canadian Incremental Term Loan Borrower,  be
     a one,  two,  three,  six or, to the extent  agreed  upon by each
     Canadian  Incremental  Term  Loan  Lender  and  approved  by  the
     Administrative Agent, twelve-month period, provided that (in each
     case):

               (i) all Euro Rate  Loans and B/A  Discount  Rate  Loans
          comprising  a  Borrowing  shall at all  times  have the same
          Interest Period;

               (ii) the initial Interest Period for any Euro Rate Loan
          or B/A  Discount  Rate Loan  shall  commence  on the date of
          Borrowing of such Euro Rate Loan or B/A  Discount  Rate Loan
          (including, (x) in the case of Eurodollar Loans, the date of
          any  conversion  thereto from a Borrowing of Base Rate Loans
          and (y) in the case of B/A Discount Rate Loans,  the date of
          any  conversion  thereto from a Borrowing of Canadian  Prime
          Rate Loans) and each Interest Period occurring thereafter in
          respect of such  Eurodollar  Loan or B/A Discount  Rate Loan
          shall  commence  on the  day on  which  the  next  preceding
          Interest Period applicable thereto expires;

               (iii) if any  Interest  Period  relating to a Euro Rate
          Loan or B/A  Discount  Rate  Loan  begins on a day for which
          there is no  numerically  corresponding  day in the calendar
          month  at the end of such  Interest  Period,  such  Interest
          Period shall end on the last  Business Day of such  calendar
          month;

               (iv) if any Interest Period for a Euro Rate Loan or B/A
          Discount Rate Loan would otherwise  expire on a day which is
          not a Business Day, such Interest Period shall expire on the
          next succeeding Business Day; provided, however, that if any
          Interest  Period for a Euro Rate Loan or B/A  Discount  Rate
          Loan would otherwise expire on a day which is not a Business
          Day  but  is a day of  the  month  after  which  no  further
          Business  Day occurs in such  month,  such  Interest  Period
          shall expire on the next preceding Business Day;

               (v) unless the Required  Lenders  otherwise  agree,  no
          Interest  Period for a Eurodollar  Loan or B/A Discount Rate
          Loan may be selected at any time when a Specified Default or
          an Event of Default is then in existence;

               (vi) unless the Required  Lenders  otherwise  agree, no
          Interest Period,  other than a one month or less period, for
          any other  Alternate  Currency  Loan may be  selected at any
          time when a Specified Default or an Event of Default is then
          in existence;


                                 -9-
<PAGE>

               (vii) except for Alternate  Currency  Incremental  Term
          Loans  (other than  Canadian  Incremental  Term  Loans),  no
          Interest  Period in respect of any  Borrowing of any Tranche
          of Term Loans shall be  selected  which  extends  beyond any
          date upon which a  mandatory  repayment  of such  Tranche of
          Term  Loans  will  be  required  to be  made  under  Section
          4.02(b),  4.02(c)  or  4.02(d),  as the case may be,  if the
          aggregate  principal  amount of such  Tranche  of Term Loans
          which have  Interest  Periods  which will expire  after such
          date will be in excess of the aggregate  principal amount of
          such  Tranche  of  Term  Loans  then  outstanding  less  the
          aggregate amount of such required repayment; and

               (viii) no Interest  Period in respect of any  Borrowing
          of any  Tranche of Loans  shall be  selected  which  extends
          beyond  the  respective  Maturity  Date for such  Tranche of
          Loans.

     If, by 1:00 P.M.  (Local Time) on the third Business Day prior to
     the expiration of any Interest  Period  applicable to a Borrowing
     of Euro Rate  Loans or B/A  Discount  Rate  Loans,  the  relevant
     Borrower has failed to elect, or is not permitted to elect, a new
     Interest  Period to be  applicable to such Euro Rate Loans or B/A
     Discount Rate Loans as provided  above,  such  Borrower  shall be
     deemed to have elected (x) in the case of  Eurodollar  Loans,  to
     convert such  Eurodollar  Loans into Base Rate Loans,  (y) in the
     case of B/A  Discount  Rate Loans,  to convert  such B/A Discount
     Rate Loans into Canadian Prime Rate Loans, and (z) in the case of
     other  Alternate  Currency  Loans, to select a one month Interest
     Period for such Alternate  Currency Loans, with such new Interest
     Period to be effective as of the expiration  date of such current
     Interest Period."

     13.  Section  1.10(a)  of the  Credit  Agreement  is hereby  amended by (i)
deleting  the word  "or"  appearing  at the end of  clause  (iii)  of the  first
sentence of said Section, (ii) inserting the word "or" at the end of clause (iv)
of the first  sentence of said Section and (iii)  inserting  the  following  new
clause (v) immediately after clause (iv) of the first sentence of said Section:

          "(v) that for any reason a market for  bankers'  acceptances
     does  not  exist at any time or the  Canadian  Revolving  Lenders
     cannot for other reasons, after reasonable efforts,  readily sell
     bankers'  acceptances  or perform their other  obligations  under
     this  Agreement  with  respect to bankers'  acceptances,  in each
     case, as determined in good faith by the Administrative Agent;"

     14. Section  1.10(a) of the Credit  Agreement is hereby further  amended by
(i) deleting the text "(or the  Administrative  Agent, in the case of clause (i)
or (iv) above)"  appearing in the first  sentence of said Section and  inserting
the text "(or the  Administrative  Agent, in the case of clause (i), (iv) or (v)
above)" in lieu  thereof,  (ii) deleting the text "except in the case of clauses
(i) and  (iv)  above"  appearing  in the  first  sentence  of said  Section  and
inserting  the text "except in the case of clauses  (i),  (iv) and (v) above" in
lieu thereof,  (iii) deleting the word "and" appearing immediately before clause
(z) of the second sentence of said Section, (iv) redesignating clauses (w), (x),
(y) and (z)  appearing  in the second  sentence of said  Section as clauses (v),
(w), (x) and (y),  respectively,  and (v)  inserting  the text ", and (z) in the
case of clause (v) above,  Bankers'



                                 -10-
<PAGE>

Acceptance  Loans  (exclusive of Bankers'  Acceptance Loans which have
theretofore  been funded) shall no longer be available until such time
as the Administrative  Agent notifies the Canadian Revolving Borrowers
and the Canadian Revolving Lenders that the circumstances  giving rise
to such notice by the  Administrative  Agent no longer exist,  and any
Notice of Borrowing  given by any  Canadian  Revolving  Borrower  with
respect to such Bankers' Acceptance Loans which have not been incurred
shall be deemed rescinded by such Canadian Revolving  Borrower" at the
end of the second sentence of said Section.

     15. Section 1.11 of the Credit Agreement is hereby amended by (i)
inserting the text "or Bankers'  Acceptance  Loans"  immediately after
the text "Euro Rate Loans"  appearing  in clause (i) of said  Section,
(ii)  deleting  the word "or"  appearing at the end of clause (iii) of
said Section,  (iii) inserting the text "or Bankers' Acceptance Loans"
immediately after the text "Euro Rate Loans" appearing in clause (iii)
of said  Section,  (iv)  inserting the text "; or (v) if any repayment
(including any repayment made pursuant to Section 4.01 or 4.02 or as a
result of an  acceleration  of the Loans pursuant to Section 9) of any
Bankers'  Acceptance  Loan occurs on a date which is not the  maturity
date of the respective  Bankers'  Acceptance Loan, as the case may be"
immediately  after clause (iv) of said Section and (v)  inserting  the
text "or B/A Discount Rate Loans (as  applicable)"  immediately  after
each  appearance  of the text  "Euro  Rate  Loans"  appearing  in said
Section.

     16.  Section 1.13 of the Credit  Agreement  is hereby  amended by restating
clause (i) to the proviso appearing in said Section in its entirety as follows:

          "(i) at the time of any replacement pursuant to this Section
     1.13,  the  Replacement  Lender  shall  enter  into  one or  more
     Assignment and Assumption Agreements pursuant to Section 12.04(b)
     (and with all fees payable  pursuant to said Section  12.04(b) to
     be  paid  by  the  Replacement  Lender)  pursuant  to  which  the
     Replacement  Lender  shall  acquire  all of the  Commitments  and
     outstanding Loans (or, in the case of the replacement of only (a)
     the Revolving Loan Commitment,  the Revolving Loan Commitment and
     outstanding  Revolving  Loans and  participations  in  Letters of
     Credit,  (b) A Term Loans,  the  outstanding A Term Loans,  (c) B
     Term Loans,  the outstanding B Term Loans,  (d) Incremental  Term
     Loans under a given Tranche, the then remaining  Incremental Term
     Loan Commitment and the outstanding  Incremental Term Loans under
     such Tranche and (e) the Canadian Revolving Loan Commitment,  the
     Canadian  Revolving  Loan  Commitment  and  outstanding  Canadian
     Revolving Loans) of, and in each case (except for the replacement
     of only outstanding Term Loans and/or Canadian Revolving Loans of
     the respective  Lender)  participations  in Letters of Credit by,
     the Replaced  Lender and, in connection  therewith,  shall pay to
     (x) the Replaced Lender in respect thereof an amount equal to the
     sum of (A) an amount equal to the  principal (or Face Amount) of,
     and all accrued and unpaid  interest  on, all  outstanding  Loans
     (or,  in the case of the  replacement  of only (I) the  Revolving
     Loan Commitment, the outstanding Revolving Loans, (II) the A Term
     Loans, the outstanding A Term Loans,  (III) the B Term Loans, the
     outstanding  B  Term  Loans,   (IV)  the  Incremental  Term  Loan
     Commitments and Incremental Term Loans under a given Tranche, the
     outstanding  Incremental  Term  Loans of such  Tranche or (V) the
     Canadian  Revolving Loan  Commitment,  the  outstanding



                                 -11-
<PAGE>

     Canadian  Revolving Loans) of the Replaced Lender;  provided that
     if any Bankers'  Acceptance Loans (or B/A Discount Notes) of such
     Replaced Lender are  outstanding at the time of such  replacement
     (which  do not  mature at the time of such  replacement),  at the
     option  of  such  Replaced  Lender,  (i) the  Canadian  Revolving
     Borrowers shall repay the Face Amount of such Bankers' Acceptance
     Loans (and B/A Discount Notes) to such Replaced Lender,  (ii) the
     Canadian  Revolving  Borrowers  shall enter into cash  collateral
     arrangements  with the  Replaced  Lender  and the  Administrative
     Agent as are reasonably  satisfactory  to them in respect of such
     Bankers'  Acceptance Loans (and B/A Discount Notes) or (iii) such
     Replaced Lender and the respective Replacement Lender shall enter
     into such indemnity or other arrangements as mutually agreed upon
     by such Replaced Lender and such Replacement Lender in respect of
     such  Bankers'  Acceptance  Loans (and B/A Discount  Notes),  (B)
     except in the case of the  replacement of only  outstanding  Term
     Loans and/or Canadian  Revolving Loans of a Replaced  Lender,  an
     amount equal to all Unpaid Drawings that have been funded by (and
     not reimbursed to) such Replaced  Lender,  together with all then
     accrued and unpaid interest with respect thereto at such time and
     (C) an amount  equal to all  accrued and unpaid Fees owing to the
     Replaced  Lender (but only with respect to the relevant  Tranche,
     in the case of the replacement of less than all Tranches of Loans
     then held by the respective  Replaced Lender) pursuant to Section
     3.01,  (y)  except  in  the  case  of  the  replacement  of  only
     outstanding  Term  Loans  and/or  Canadian  Revolving  Loans of a
     Replaced  Lender,  each  Issuing  Lender an amount  equal to such
     Replaced  Lender's  RL  Percentage  of any  Unpaid  Drawing  with
     respect  to a Letter of  Credit  issued  by such  Issuing  Lender
     (which at such time  remains  an Unpaid  Drawing)  and (z) in the
     case  of any  replacement  of  Revolving  Loan  Commitments,  the
     Swingline  Lender an amount  equal to such  Replaced  Lender's RL
     Percentage of any  Mandatory  Borrowing to the extent such amount
     was not theretofore funded by such Replaced Lender;"

     17.  Section  1.14(a)  of the  Credit  Agreement  is hereby  amended by (i)
inserting the text "provided that, in the case of the Canadian  Incremental Term
Loans,  such minimum  aggregate  amount may equal the Dollar  Equivalent of Cdn.
$45,000,000,"  at the end of clause  (iv) of the proviso to said  Section,  (ii)
inserting the text "provided, however, such aggregate amount may be increased by
the Dollar  Equivalent of Cdn.  $45,000,000  (as determined at the time that the
Canadian  Incremental Term Loan Commitments are obtained) to the extent that the
Canadian  Incremental Term Loans to be incurred pursuant to said Commitments are
fully funded on or prior to December 31,  2005," at the end of clause (v) of the
proviso to said Section,  and (iii)  inserting the text "except for the Canadian
Incremental Term Loans incurred  pursuant to the Canadian  Incremental Term Loan
Commitment  Agreement,"  immediately  before the word "each" appearing in clause
(vii) of the proviso to said Section.

     18.  Section  1.15(a)  of the  Credit  Agreement  is hereby  amended by (i)
deleting  the  amount  "$150,000,000"  appearing  in  clause  (iv)  thereof  and
inserting the amount  "$200,000,000" in lieu thereof and (ii) inserting the text
"provided,  however,  such  aggregate  amount  may be  increased  by the  Dollar
Equivalent  of Cdn.  $45,000,000  (as  determined  at the time that the Canadian
Incremental  Term Loan Commitments are obtained) to the extent that the



                                      -12-
<PAGE>

Canadian  Incremental Term Loans to be incurred pursuant to said Commitments are
fully funded on or prior to December 31, 2005," at the end of clause (iv) of the
proviso to said Section.

     19.  Section  1.16(b) of the Credit  Agreement  is hereby  restated  in its
entirety as follows:

          "(b)  On the  date of the  occurrence  of a  Sharing  Event,
     automatically (and without the taking of any action) (w) all then
     outstanding   Primary  Alternate  Currency  Revolving  Loans  and
     Primary  Alternate  Currency  Unpaid  Drawings shall be converted
     into  Revolving  Loans which are maintained in Dollars and Dollar
     Unpaid  Drawings (in each case,  in an amount equal to the Dollar
     Equivalent of the aggregate  principal  amount of the  respective
     Primary  Alternate  Currency  Revolving  Loans and the  aggregate
     amount of such Primary Alternate Currency Unpaid Drawings, as the
     case may be,  on the date such  Sharing  Event  first  occurred),
     which  Primary  Alternate  Currency  Revolving  Loans and Primary
     Alternate  Currency Unpaid Drawings (i) shall continue to be owed
     by the respective Revolving Borrowers, (ii) shall, in the case of
     such Primary  Alternate  Currency  Revolving  Loans, at all times
     thereafter  be deemed to be Base  Rate  Loans and (iii)  shall be
     immediately  due and payable on the date such  Sharing  Event has
     occurred,  (x) all principal,  accrued and unpaid interest,  Fees
     and other  amounts  owing with respect to such Primary  Alternate
     Currency  Revolving  Loans,  Primary  Alternate  Currency  Unpaid
     Drawings,  Primary Alternate  Currency Letters of Credit shall be
     immediately due and payable in Dollars (in an amount equal to the
     Dollar Equivalent of such principal, accrued and unpaid interest,
     Fees  and  other  amounts),  (y) all  then  outstanding  Canadian
     Revolving Loans shall be converted into Canadian  Revolving Loans
     which are  maintained in Dollars as Base Rate Loans (in an amount
     equal to the Dollar Equivalent of the aggregate  principal amount
     (or Face Amount, as applicable) thereof, on the date such Sharing
     Event first occurred),  which Canadian  Revolving Loans (i) shall
     continue  to  be  owed  by  the  respective   Canadian  Revolving
     Borrowers,  (ii)  shall at all times  thereafter  be deemed to be
     Base Rate Loans and (iii) shall be immediately due and payable on
     the date such Sharing  Event has  occurred and (z) all  principal
     (or Face Amount,  as  applicable),  accrued and unpaid  interest,
     Fees and  other  amounts  owing  with  respect  to such  Canadian
     Revolving  Loans shall be immediately  due and payable in Dollars
     (in an amount equal to the Dollar  Equivalent  of such  principal
     (or Face Amount,  as  applicable),  accrued and unpaid  interest,
     Fees and other  amounts).  The  occurrence  of any  conversion of
     Primary Alternate  Currency Revolving Loans or Canadian Revolving
     Loans as provided  above in this Section  1.16(b) shall be deemed
     to constitute,  for purposes of Section 1.11, a prepayment of the
     respective Primary Alternate Currency Revolving Loans or Canadian
     Revolving  Loans  before the last day of any  Interest  Period or
     maturity relating thereto."

     20.  Section  1.16(d)  of the  Credit  Agreement  is hereby  amended by (i)
deleting the text "and"  appearing  immediately  after clause (iii) appearing in
the first  sentence  of said  Section  and (ii)  inserting  the  following  text
immediately after clause (iv) appearing in the first sentence of said Section:


                                 -13-
<PAGE>


     "and (v) all Canadian  Revolving Loan Commitments of all Canadian
     Revolving Lenders shall be automatically terminated".

     21.  Section  1 of the  Credit  Agreement  is  hereby  further  amended  by
inserting the following new Sections 1.17 and 1.18 immediately following Section
1.16 thereof:

          "1.17  Conversions  of  Canadian  Revolving  Loans.  (a) The
     Canadian Revolving Borrowers shall have the option to convert, on
     any  Business  Day  occurring  on or after  the  First  Amendment
     Effective  Date,  all or a portion  equal to at least the Minimum
     Borrowing Amount of the outstanding  principal amount of Canadian
     Revolving  Loans  constituting  Canadian  Prime Rate Loans into a
     Borrowing of Bankers' Acceptance Loans; provided, that (i) unless
     the Required Lenders  otherwise agree,  Canadian Prime Rate Loans
     may  only be  converted  into  Bankers'  Acceptance  Loans  if no
     Specified Default or Event of Default is in existence on the date
     of the  conversion,  and  (ii)  no  conversion  pursuant  to this
     Section  1.17  shall  result  in a  greater  number  of  Bankers'
     Acceptance  Loans than is  permitted  under  Section  1.02.  Each
     conversion pursuant to this Section 1.17 shall be effected by the
     relevant Canadian Revolving Borrower by giving the Administrative
     Agent at the applicable  Notice Office prior to 1:00 P.M.  (Local
     Time) at least three  Business  Days' prior notice in the form of
     Exhibit  A-2,  appropriately  completed  to specify the  Canadian
     Prime  Rate Loans to be so  converted  into  Bankers'  Acceptance
     Loans  and  the  term  of  the  proposed  Borrowing  of  Bankers'
     Acceptance  Loans  (which,  in each case,  shall  comply with the
     requirements of Schedule XI). The Administrative Agent shall give
     each Canadian Revolving Lender prompt notice of any such proposed
     conversion  affecting any of its Canadian Prime Rate Loans.  Upon
     any  such  conversion,  the  proceeds  thereof  will  be  applied
     directly on the day of such  conversion to prepay the outstanding
     principal amount of the Canadian Revolving Loans being converted.

          (b)  Mandatory  and   voluntary   conversions   of  Bankers'
     Acceptance  Loans into Canadian Prime Rate Loans shall be made in
     the  circumstances,  and to the extent,  provided in Schedule XI.
     Except  as  otherwise  provided  under  Section  1.16,   Bankers'
     Acceptance  Loans shall not be permitted to be converted into any
     other Type of Loan  prior to the  maturity  date of the  relevant
     underlying  Bankers' Acceptance or B/A Discount Note, as the case
     may be.

          1.18 Provisions Regarding Bankers' Acceptances, Drafts, etc.
     The parties hereto agree that the provisions of Schedule XI shall
     apply to all Bankers'  Acceptances,  Bankers'  Acceptance  Loans,
     Drafts and B/A Discount Notes created pursuant to this Agreement,
     and  that  the   provisions   of  Schedule  XI  shall  be  deemed
     incorporated   by  reference  into  this  Agreement  as  if  such
     provisions were set forth in this Agreement in their entirety."

     22.  Section 3.01 of the Credit  Agreement is hereby  amended by adding the
following  new  clauses  (h) and (i)  immediately  following  clause (g) of said
Section:


                                 -14-
<PAGE>


          "(h) The Drawing  Fees in respect of the Face Amount of each
     Bankers' Acceptance Loan shall be paid by each Canadian Revolving
     Borrower to the  Administrative  Agent for  distribution  to each
     Canadian  Revolving  Lender which accepts  and/or  purchases such
     Bankers'  Acceptance  Loan at the time of the  incurrence by such
     Canadian Revolving Borrower of each Bankers' Acceptance Loan.

          (i) Each Canadian  Revolving  Borrower jointly and severally
     agrees to pay to the  Administrative  Agent for  distribution  to
     each Canadian Revolving Lender that is a Non-Defaulting Lender, a
     commitment commission (the "Canadian Commitment  Commission") for
     the  period  from  the  First  Amendment  Effective  Date  to but
     excluding  the Canadian  Revolving  Loan  Maturity  Date (or such
     earlier  date as the Total  Canadian  Revolving  Loan  Commitment
     shall have been  terminated),  computed at a rate per annum equal
     to the Applicable  Commitment  Commission Percentage on the daily
     average  Unutilized  Canadian  Revolving Loan  Commitment of such
     Canadian Revolving Lender that is Non-Defaulting  Lender. Accrued
     Canadian Commitment Commission shall be due and payable quarterly
     in arrears on each  Quarterly  Payment  Date and on the  Canadian
     Revolving  Loan  Maturity  Date or upon such  earlier date as the
     Total  Canadian   Revolving  Loan  Commitment   shall  have  been
     terminated."

     23. Section 3.02(a) of the Credit Agreement is hereby amended by adding the
following new sub-clause  (III)  immediately  following  sub-clause (II) of said
Section:

          "(III) Upon at least two Business Days' prior written notice
     (or  telephonic  notice  promptly  confirmed  in  writing) by any
     Canadian Revolving  Borrower to the  Administrative  Agent at the
     applicable Notice Office (which notice the  Administrative  Agent
     shall  promptly  transmit to each of the  Lenders),  any Canadian
     Revolving  Borrower  shall  have the  right,  without  premium or
     penalty,  to terminate the Total  Unutilized  Canadian  Revolving
     Loan Commitment,  in whole or, if in part, in integral  multiples
     of Cdn. $1,000,000, provided that each such reduction shall apply
     proportionately to permanently reduce the Canadian Revolving Loan
     Commitment  of  each  Canadian  Revolving  Lender.  A  notice  of
     termination  of the  Total  Unutilized  Canadian  Revolving  Loan
     Commitment  pursuant  to this  Section  3.02(a),  delivered  by a
     Canadian  Revolving Borrower  contemporaneously  with a notice of
     prepayment of all outstanding  Canadian  Revolving Loans pursuant
     to Section  4.01(a),  may state that such  notice is  conditioned
     upon the effectiveness of other credit facilities the proceeds of
     which will be used to refinance in full this Agreement,  in which
     case  such  notice  may be  revoked  by such  Canadian  Revolving
     Borrower  (by notice to the  Administrative  Agent on or prior to
     the specified effective date) if such condition is not satisfied;
     provided,  however,  any such  revocation  shall not  affect  any
     Canadian  Revolving  Borrower's  obligations  pursuant to Section
     1.11."

     24. Section 3.02(b) of the Credit  Agreement is hereby amended by inserting
the text  "Canadian  Revolving  Loan  Commitment,"  immediately  after  the text
"terminate the entire" appearing in said Section.


                                 -15-
<PAGE>


     25.  Section  3.03(d) of the Credit  Agreement  is hereby  restated  in its
entirety as follows:

          "(d)  In   addition  to  any  other   mandatory   commitment
     reductions pursuant to this Section 3.03, (x) the Total Revolving
     Loan  Commitment  (and  the  Revolving  Loan  Commitment  of each
     Lender)  shall  terminate in its entirety on the  Revolving  Loan
     Maturity  Date  and  (y)  the  Total   Canadian   Revolving  Loan
     Commitment  (and the Canadian  Revolving Loan  Commitment of each
     Canadian Revolving Lender) shall terminate in its entirety on the
     Canadian Revolving Loan Maturity Date."

     26. Section 3.03(g) of the Credit  Agreement is hereby amended by inserting
the following new sentence at the end thereof:

     "Each  reduction to, and/or  termination  of, the Total  Canadian
     Revolving Loan Commitment  pursuant to this Section 3.03 shall be
     applied  proportionately to permanently reduce, and/or terminate,
     the Canadian  Revolving  Commitment  of each  Canadian  Revolving
     Lender."

     27.  Section  4.01(a) of the Credit  Agreement  is hereby  restated  in its
entirety as follows:

          "4.01 Voluntary Prepayments.  (a) Subject to clause (vii) of
     this  Section  4.01(a),  each  Borrower  shall  have the right to
     prepay  the  Loans  made to such  Borrower,  without  premium  or
     penalty, in whole or in part at any time and from time to time on
     the following terms and conditions:  (i) such Borrower shall give
     the  Administrative  Agent prior to 3:00 P.M. (Local Time) at the
     applicable  Notice  Office (x) at least one Business  Day's prior
     written  notice  (or  telephonic  notice  promptly  confirmed  in
     writing)  of its  intent to prepay  Base Rate  Loans (or same day
     notice in the case of  Swingline  Loans  provided  such notice is
     given prior to 3:00 P.M.  (Local Time) on such  Business Day) and
     Canadian  Prime Rate Loans and (y) at least three  Business Days'
     prior written notice (or telephonic notice promptly  confirmed in
     writing) of its intent to prepay Euro Rate Loans and B/A Discount
     Rate Loans,  (ii) which notice (x) shall  specify  whether A Term
     Loans,  B Term  Loans,  Incremental  Term  Loans  under  a  given
     Tranche,  Revolving Loans,  Canadian Revolving Loans or Swingline
     Loans shall be prepaid, the amount of such prepayment,  the Types
     of Loans to be prepaid  and, in the case of Euro Rate Loans,  B/A
     Discount Rate Loans and Bankers'  Acceptance  Loans, the specific
     Borrowing or  Borrowings  pursuant to which such Euro Rate Loans,
     B/A Discount Rate Loans or Bankers'  Acceptance  Loans were made,
     and (y) the Administrative  Agent shall promptly transmit to each
     of the  Lenders;  (iii) each  partial  prepayment  shall be in an
     aggregate  principal  amount of at least  $1,000,000  (taking the
     Dollar  Equivalent  of any amounts to be prepaid in an  Alternate
     Currency) (or $250,000 in the case of Swingline Loans) or, in the
     case of Incremental  Term Loans of a given  Tranche,  the minimum
     principal   amount  set  forth  in  the  Incremental   Term  Loan
     Commitment  Agreement  for such  Tranche),  provided  that if any
     partial  prepayment of Euro Rate Loans or B/A Discount Rate


                                 -16-
<PAGE>

     Loans made pursuant to any Borrowing shall reduce the outstanding
     Euro Rate Loans or B/A Discount  Rate Loans made pursuant to such
     Borrowing  to an amount  less than the Minimum  Borrowing  Amount
     applicable thereto,  then (A) if such Borrowing is a Borrowing of
     Euro Rate Loans (other than Alternate  Currency  Incremental Term
     Loans),  such Borrowing shall be converted at the end of the then
     current  Interest  Period into a Borrowing of Base Rate Loans and
     any  election  of an  Interest  Period  thereafter  with  respect
     thereto given by such Borrower shall have no force or effect, (B)
     if such Borrowing is a Borrowing of B/A Discount Rate Loans, such
     Borrowing  shall  be  converted  at the end of the  then  current
     Interest Period into a Borrowing of Canadian Prime Rate Loans and
     any  election  of an  Interest  Period  thereafter  with  respect
     thereto given by such Borrower shall have no force or effect, and
     (C) if  such  Borrowing  is a  Borrowing  of  Alternate  Currency
     Incremental Term Loans under a given Tranche (other than Canadian
     Incremental  Term Loans),  the respective  Incremental  Term Loan
     Borrower  shall  cooperate  with  the  Administrative   Agent  in
     selecting  Interest  Periods  at  the  end of  the  then  current
     Interest Period or Interest Periods so as to align such Borrowing
     with the Interest Period or Interest Periods applicable to one or
     more other  Borrowings of such Tranche of Incremental Term Loans;
     (iv) each  prepayment  in respect of any Term Loans made pursuant
     to this Section  4.01(a)  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 the  respective
     notice of prepayment;  provided,  however, if either Silgan fails
     to specify how such prepayment is to be allocated or a Default or
     an  Event  of  Default  exists  at the  time  of  the  respective
     prepayment, such prepayment shall be allocated among the Tranches
     of Term  Loans on a pro rata  basis  (with  each  Tranche of Term
     Loans to be allocated  its Term Loan  Percentage of the amount of
     such  prepayment);  (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
     and (y) any voluntary  prepayments of Canadian  Incremental  Term
     Loans  pursuant to this Section  4.01(a)  which are made in 2005,
     2006 or 2007 shall be applied to the respective  Incremental Term
     Loans Scheduled Repayment which is due on December 31, 2008), and
     (2) second,  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); (vi) each prepayment in respect of any Tranche of Loans
     pursuant to this Section  4.01(a) shall be applied pro rata among
     the Lenders with outstanding Loans of such Tranche, provided that
     at the  respective  Revolving  Borrower's  election in connection
     with any  prepayment  of Revolving  Loans and Canadian  Revolving
     Loans pursuant to this Section  4.01(a),  such  prepayment  shall
     not, so long as no Default or Event of Default  then  exists,



                                 -17-
<PAGE>

     be applied to any Revolving Loan or Canadian  Revolving Loan of a
     Defaulting Lender;  and (vii) prepayments of Bankers'  Acceptance
     Loans  may  not  be  made  prior  to  the  maturity  date  of the
     respective underlying Bankers' Acceptances or B/A Discount Notes,
     as the case may be. A notice  of  prepayment  of all  outstanding
     Loans pursuant to this Section  4.01(a),  delivered by a Borrower
     contemporaneously  with a  notice  of  termination  of the  Total
     Unutilized  Revolving Loan Commitment and/or the Total Unutilized
     Canadian  Revolving Loan Commitment  pursuant to Section 3.02(a),
     may state that such notice is conditioned upon the  effectiveness
     of other credit  facilities the proceeds of which will be used to
     refinance in full this  Agreement,  in which case such notice may
     be revoked  by such  Borrower  (by  notice to the  Administrative
     Agent  on or  prior  to the  specified  effective  date)  if such
     condition  is  not  satisfied;   provided,   however,   any  such
     revocation shall not affect any Borrower's  obligations  pursuant
     to Section 1.11."

     28.  Section  4.01(b)  of the  Credit  Agreement  is hereby  amended by (i)
redesignating  sub-clause "(C)" thereof as "(D)" and inserting the following new
sub-clause (C) at the end of sub-clause (B) thereof:

          ", (C) in the case of the  repayment  of Canadian  Revolving
     Loans of any Canadian  Revolving  Lender pursuant to this Section
     4.01(b),  the Canadian Revolving Loan Commitment of such Canadian
     Revolving Lender is terminated  concurrently  with such repayment
     pursuant to Section  3.02(a)  (at which time  Schedule I shall be
     deemed  modified to reflect the changed  Canadian  Revolving Loan
     Commitments)".

     29. Section 4.02(a) of the Credit  Agreement is hereby amended by inserting
the following new clause (v) after clause (iv) of said Section:

          "(v) On any day on which the Aggregate  Canadian RL Exposure
     exceeds the Total Canadian  Revolving Loan  Commitment as then in
     effect, the Canadian Revolving Borrowers shall prepay on such day
     the principal of outstanding Canadian Revolving Loans (other than
     Bankers'   Acceptance   Loans  where  the   underlying   Bankers'
     Acceptance  or B/A  Discount  Note,  as the case may be, have not
     matured) in an amount  equal to such  excess.  If,  after  giving
     effect to the prepayment of all  outstanding  Canadian  Revolving
     Loans  to  the  extent  required  by  the  immediately  preceding
     sentence,  the  aggregate  amount  of  all  outstanding  Bankers'
     Acceptance  Loans  exceeds  the  Total  Canadian  Revolving  Loan
     Commitment as then in effect,  the Canadian  Revolving  Borrowers
     shall pay to the  Administrative  Agent at the applicable Payment
     Office on such day an amount of cash and/or Cash  Equivalents  in
     Canadian Dollars equal to the amount of such excess, such cash or
     Cash  Equivalents  to be held as security for all  Obligations of
     the Canadian Revolving Borrowers hereunder in the Cash Collateral
     Account;  provided,  however, that such amounts shall, so long as
     no Default or Event of Default  then  exists,  be released to the
     Canadian  Revolving  Borrowers  from  time to time so long as the
     Total  Canadian  Revolving  Loan  Commitment  as then  in  effect
     exceeds the Aggregate Canadian RL Exposure at such time."



                                 -18-
<PAGE>

     30.  Section  4.02(e) of the Credit  Agreement  is hereby  restated  in its
entirety as follows:

          "(e)  In  addition  to any  other  mandatory  repayments  or
     commitment  reductions  pursuant to this  Section  4.02,  on each
     Excess Cash Flow Payment  Date,  an amount equal to the remainder
     (if  positive)  of (A) 50% of Excess  Cash Flow for the  relevant
     Excess  Cash Flow  Payment  Period  minus (B) the sum of (without
     duplication) (1) the aggregate amount of principal prepayments of
     Loans (for this purpose, using the Dollar Equivalent with respect
     to any Alternate  Currency  Loans) to the extent (and only to the
     extent) that such prepayments were made as a voluntary prepayment
     pursuant to Section 4.01 with internally  generated funds (but in
     the case of a  voluntary  prepayment  of (x)  Revolving  Loans or
     Swingline  Loans,  only to the extent  accompanied by a voluntary
     reduction to the Total  Revolving  Loan  Commitment  in an amount
     equal to such prepayment or (y) Canadian Revolving Loans, only to
     the extent  accompanied  by a  voluntary  reduction  to the Total
     Canadian  Revolving  Loan  Commitment  in an amount equal to such
     prepayment)  during the relevant  Excess Cash Flow Payment Period
     and (2) the  aggregate  amount of principal  prepayments  of Term
     Loans (for this purpose, using the Dollar Equivalent with respect
     to any Alternate  Currency  Incremental Term Loans) to the extent
     (and only to the  extent)  that such  prepayments  were made as a
     voluntary  prepayment  pursuant to Section 4.01 with  proceeds of
     Revolving  Loans,  Canadian  Revolving  Loans or Swingline  Loans
     during (and which Revolving  Loans,  Canadian  Revolving Loans or
     Swingline  Loans were, at the time of the respective  prepayment,
     anticipated to be repaid with internally  generated funds during)
     the relevant Excess Cash Flow Payment Period, shall be applied as
     a mandatory  repayment and/or commitment  reduction in accordance
     with the requirements of Section 4.02(k); provided, however, that
     no such  mandatory  repayment or  commitment  reduction  shall be
     required on any Excess Cash Flow  Payment Date to the extent that
     (i) no Default or Event of Default then exists and (ii) the Total
     Leverage  Ratio as of the last day of the  relevant  Excess  Cash
     Flow Payment Period is less than or equal to 3.50:1.00."

     31. Section  4.02(f) of the Credit  Agreement is hereby amended by deleting
the text "an amount equal to 100% of the Net Sale  Proceeds  therefrom  shall be
applied on such date as a mandatory  repayment  and/or  commitment  reduction in
accordance with the requirements of Section  4.02(k)"  appearing in said Section
and inserting the following new text in lieu thereof:

          "an amount equal to 100% of the Net Sale Proceeds  therefrom
     shall (x) except with respect to Canadian Incremental Term Loans,
     be  applied  on  such  date  as  a  mandatory   repayment  and/or
     commitment  reduction  in  accordance  with the  requirements  of
     Section 4.02(k) and (y) with respect to any Canadian  Incremental
     Term  Loans,  shall be used to make an  offer  to repay  Canadian
     Incremental  Term Loans in accordance  with the  requirements  of
     Section 4.02(k)".

     32. Section  4.02(f) of the Credit  Agreement is hereby further  amended by
(i)  deleting  the text "such Net Sale  Proceeds  shall not be required to be so
applied"  appearing in the first  proviso of said Section and inserting the text
"such Net Sale  Proceeds  shall not be required to be


                                 -19-
<PAGE>

so applied or used to make an offer to repay Canadian Incremental Term Loans, as
the case may be," in lieu thereof and (ii) deleting the text "not required to be
so applied as a mandatory  repayment and/or commitment  reduction"  appearing in
the second proviso of said Section and inserting the text "not required to be so
applied as a mandatory repayment and/or commitment reduction and/or used to make
an offer to repay Canadian  Incremental Term Loans, as the case may be," in lieu
thereof.

     33. Section  4.02(g) of the Credit  Agreement is hereby amended by deleting
the text "an amount equal to 100% of the Net Insurance  Proceeds therefrom shall
be applied on such date as a mandatory repayment and/or commitment  reduction in
accordance with the requirements of Section  4.02(k)"  appearing in said Section
and inserting the following new text in lieu thereof:

     "an amount equal to 100% of the Net Insurance  Proceeds therefrom
     shall (x) except with respect to Canadian Incremental Term Loans,
     be  applied  on  such  date  as  a  mandatory   repayment  and/or
     commitment  reduction  in  accordance  with the  requirements  of
     Section 4.02(k) and (y) with respect to any Canadian  Incremental
     Term  Loans,  shall be used to make an  offer  to repay  Canadian
     Incremental  Term Loans in accordance  with the  requirements  of
     Section 4.02(k)".

     34. Section  4.02(g) of the Credit  Agreement is hereby further  amended by
(i)  deleting  the text "such  proceeds  shall not be required to be so applied"
appearing  in the first  proviso of said  Section and  inserting  the text "such
proceeds  shall not be required to be so applied and/or used to make an offer to
repay Canadian  Incremental Term Loans, as the case may be," in lieu thereof and
(ii)  restating  clauses (i) and (ii) of the second  proviso of said  Section in
their entirety as follows:

     (i) if the amount of such  proceeds  exceeds  $125,000,000,  then
     only the portion of such proceeds in excess of $125,000,000 shall
     be applied as a mandatory  repayment and/or commitment  reduction
     and/or used to make an offer to repay Canadian  Incremental  Term
     Loans, as the case may be, in accordance with the requirements of
     Section  4.02(k) and (ii) if all or any portion of such  proceeds
     not  required  to be so applied as a mandatory  repayment  and/or
     commitment  reduction  and/or  used  to make an  offer  to  repay
     Canadian  Incremental Term Loans, as the case may be, as provided
     above  are not so used  within  12  months  after the date of the
     receipt of such proceeds, such remaining portion shall be applied
     on the last day of such 12 month period as a mandatory  repayment
     and/or commitment reduction and/or used to make an offer to repay
     Canadian   Incremental  Term  Loans,  as  the  case  may  be,  in
     accordance with the requirements of Section 4.02(k)

     35.  Section  4.02(k) of the Credit  Agreement  is hereby  restated  in its
entirety as follows:

          "(k)(I)  Except as  otherwise  provided in  sub-clause  (II)
     below, any amount required to be applied pursuant to this Section
     4.02(k) shall be applied (i) first,  as a mandatory  repayment of
     the then outstanding principal amount of Term Loans, (ii) second,
     to the  extent in excess of the  amount  required  to be  applied
     pursuant to the preceding clause (i), as a mandatory reduction to
     the Total Incremental


                                 -20-
<PAGE>

     Term Loan  Commitment for each Tranche of Incremental  Term Loans
     and (iii) third,  to the extent in excess of the amount  required
     to be applied pursuant to the preceding  clauses (i) and (ii), as
     a mandatory reduction to the Total Revolving Loan Commitment. The
     amount to be applied to repay principal of outstanding Term Loans
     shall be allocated  among each of the Tranches of Term Loans on a
     pro rata basis,  with each  Tranche of Term Loans to be allocated
     its Term Loan  Percentage  of the amount of such  prepayment  and
     with the amount  allocated  to each such Tranche of Term Loans to
     be applied (1) first, to reduce the Term Loan Scheduled Repayment
     of each such Tranche of Term Loans which is due on December 31 of
     the year in which  such  repayment  is made (it being  understood
     that any mandatory  repayments of A Term Loans which are required
     to be applied  pursuant to this  Section  4.02(k) in 2005 or 2006
     shall be applied to the A Term Loan Scheduled  Repayment which is
     due on December 31, 2007) and (2) second, to the extent in excess
     thereof,  to  reduce  the  then  remaining  Term  Loan  Scheduled
     Repayments  of each such of  Tranche  of Term Loans on a pro rata
     basis (based upon the then  remaining  principal  amounts of such
     Term Loan  Scheduled  Repayments  of such  Tranche  of Term Loans
     after   giving   effect   to  all  prior   reductions   thereto).
     Notwithstanding  anything to the contrary contained above in this
     Section  4.02(k),  (A) in no case  will the  aggregate  amount of
     mandatory  repayments of Canadian Incremental Term Loans made (or
     required to be made) pursuant to Sections 4.02(d),  (e), (h), (i)
     and (j) during the Canadian  Five-Year  Period  exceed 25% of the
     initial  aggregate  principal amount of the Canadian  Incremental
     Term Loans and (B) to the  extent  that the  aggregate  amount of
     mandatory  repayments of Canadian Incremental Term Loans made (or
     that otherwise would be required to be made) pursuant to Sections
     4.02(d),  (e),  (h),  (i) and (j) during the  Canadian  Five-Year
     Period exceeds 25% of the initial  aggregate  principal amount of
     the  Canadian  Incremental  Term  Loans,  an amount  equal to the
     Dollar  Equivalent of such excess shall be applied as a mandatory
     repayment of the other Tranches of Term Loans in accordance  with
     the provisions set forth above in this Section  4.02(k) (but, for
     this purpose, determined as if no Canadian Incremental Term Loans
     were outstanding at the time of such repayment).

          (II)  Each  amount  required  to be used to make an offer to
     repay  Canadian  Incremental  Term  Loans  pursuant  to  Sections
     4.02(f) and (g) in accordance with this Section 4.02(k) (with any
     such  offer to  prepay  being  herein  called an "Offer to Prepay
     Canadian  Incremental  Term  Loans")  shall  be  subject  to  the
     following  requirements:  (A) the Canadian  Incremental Term Loan
     Borrower  shall  deliver  a notice  (each,  an  "Offer  to Prepay
     Notice") to the  Administrative  Agent (for  distribution  to the
     Canadian   Incremental   Term  Loan  Lenders)   irrevocably   and
     unconditionally  offering  to prepay  Canadian  Incremental  Term
     Loans made by such Canadian  Incremental  Term Loan Lenders in an
     aggregate  amount equal to the Term Loan Percentage  allocated to
     the Canadian  Incremental  Term Loans of the Net Sale Proceeds of
     the  respective  Asset Sale or the Net Insurance  Proceeds of the
     respective  Recovery  Event,  as the case may be,  giving rise to
     such Offer to Prepay Canadian  Incremental Term Loans pursuant to
     Section  4.02(f) or (g), as the case may be,  which  notice shall
     set forth (i) the date of the proposed consummation of such Offer
     to Prepay Canadian Incremental


                                 -21-
<PAGE>

     Term Loans (which  shall be no later than the fifth  Business Day
     following  delivery of the  respective  Offer to Prepay  Notice),
     (ii) the last Business Day on which such Offer to Prepay Canadian
     Incremental  Term Loans may be accepted or declined  (which shall
     in no event be later than the date occurring  three Business Days
     after the date of  delivery  of such Offer to Prepay  Notice) and
     (iii) the aggregate principal amount of the Canadian  Incremental
     Term Loans subject to such Offer to Prepay  Canadian  Incremental
     Term Loans; and (B) on or prior to the last Business Day on which
     such  Offer to  Prepay  Canadian  Incremental  Term  Loans may be
     accepted or declined, the Canadian Incremental Term Loan Borrower
     shall  repay  Canadian  Incremental  Term  Loans  subject  to the
     respective Offer to Prepay Canadian  Incremental Term Loans, with
     such prepayment of Canadian  Incremental Term Loans to be applied
     in accordance  with the  requirements  of  sub-clause  (I) above;
     provided,  however,  to the extent that any Canadian  Incremental
     Term  Loan  Lender   declines  such  Offer  to  Prepay   Canadian
     Incremental  Term Loans,  the  aggregate  amount of such Net Sale
     Proceeds or Net Insurance Proceeds that otherwise would have been
     applied to the Canadian  Incremental  Term Loans of such Canadian
     Incremental  Term Loan  Lender  shall  instead  be  applied  as a
     mandatory  repayment  of the  other  Tranches  of Term  Loans  in
     accordance  with the provisions set forth in sub-clause (I) above
     (but, for this purpose,  determined as if no Canadian Incremental
     Term Loans were outstanding at the time of such repayment).  Each
     Canadian  Incremental Term Loan Lender, the Administrative  Agent
     and the Canadian Incremental Term Loan Borrower hereby agree that
     nothing in this Agreement  shall be understood to mean or suggest
     that the Canadian  Incremental  Term Loans subject to an Offer to
     Prepay Canadian  Incremental Term Loans  constitute  "securities"
     for  purposes  of either  the  Securities  Act or the  Securities
     Exchange Act."

     36.  Section  4.02(m) of the Credit  Agreement  is hereby  restated  in its
entirety as follows:

          "(m) With respect to each  repayment of any Tranche of Loans
     required  by this  Section  4.02,  the  respective  Borrower  may
     designate  the  Types of Loans  which  are to be  repaid  of such
     Tranche and, in the case of Euro Rate Loans or B/A Discount  Rate
     Loans,  the specific  Borrowing or  Borrowings  pursuant to which
     such  Euro Rate  Loans or B/A  Discount  Rate  Loans  were  made,
     provided that: (i) repayments of Euro Rate Loans and B/A Discount
     Rate Loans made pursuant to this Section 4.02 may only be made on
     the last day of an Interest Period applicable  thereto unless all
     such Euro Rate Loans or B/A Discount Rate Loans of the respective
     Tranche  with  Interest  Periods  ending on such date of required
     repayment  and all Base Rate Loans or  Canadian  Prime Rate Loans
     (as applicable) of the respective Tranche have been paid in full;
     (ii) if any  repayment  of Euro Rate Loans or B/A  Discount  Rate
     Loans  made  pursuant  to a single  Borrowing  shall  reduce  the
     outstanding  Loans made  pursuant to such  Borrowing to an amount
     less than the Minimum Borrowing Amount applicable thereto, (x) in
     the case of Eurodollar  Loans,  such Borrowing shall be converted
     at the end of the then current  Interest  Period into a Borrowing
     of Base Rate Loans,  (y) in the case of B/A Discount  Rate Loans,
     such Borrowing  shall be converted at the end of the


                                 -22-
<PAGE>

     then current  Interest  Period into a Borrowing of Canadian Prime
     Rate Loans, and (z) in the case of Alternate  Currency Loans of a
     given Tranche (other than Canadian  Incremental Term Loans),  the
     respective Borrower shall cooperate with the Administrative Agent
     in  selecting  Interest  Periods  at the end of the then  current
     Interest Period or Interest Periods so as to align such Borrowing
     with  the  Interest  Periods  applicable  to  one or  more  other
     Borrowings of Alternate Currency Loans of such Tranche; and (iii)
     each  repayment of any Tranche of Loans shall be applied pro rata
     among the Lenders with outstanding Loans of such Tranche.  In the
     absence of a designation by the respective  Borrower as described
     in  the  preceding  sentence,  the  Administrative  Agent  shall,
     subject  to  the  above,   make  such  designation  in  its  sole
     discretion."

     37.  Section  4.02(n)  of the  Credit  Agreement  is hereby  amended by (i)
deleting the text "and"  appearing at the end of clause (ii) of said Section and
(ii) inserting the text ", and (iv) in the event that (x) any Canadian Revolving
Borrower is sold pursuant to the terms of this Agreement, all Canadian Revolving
Loans incurred by such Canadian  Revolving Borrower and outstanding at such time
shall be  repaid in full at the time of such  sale and such  Canadian  Revolving
Borrower  shall have no rights to borrow or receive  other  extensions of credit
hereunder  and (y) all Canadian  Revolving  Borrowers  are sold  pursuant to the
terms of this Agreement,  the Total Canadian  Revolving Loan Commitment shall be
terminated at the time the last Canadian  Revolving Borrower is sold pursuant to
such sale" at the end of said Section.

     38. Section 4.03 of the Credit Agreement is hereby amended by (i) inserting
the text ", or Face  Amount  (if  applicable)  of,"  immediately  after the text
"principal of" appearing in clause (y)(i) of the first sentence of said Section,
and (ii) inserting the text "(or Face Amount, if applicable)"  immediately after
the text  "principal,"  appearing  in the proviso to the first  sentence of said
Section.

     39. Section 4.04 of the Credit Agreement is hereby amended by inserting the
following new clauses (c), (d) and (e) after clause (b) of said Section:

          "(c) Each Canadian Revolving Lender (other than a Schedule I
     Bank or a Schedule II Bank)  providing  Canadian  Revolving  Loan
     Commitments  on the First  Amendment  Effective  Date  shall have
     delivered   to  each   Canadian   Revolving   Borrower   and  the
     Administrative Agent such certificates, forms, documents or other
     evidence as may be  applicable  and  determined  by such Canadian
     Revolving   Borrowers,   acting  reasonably,   to  be  reasonably
     satisfactory to establish that such Canadian  Revolving Lender is
     a Canadian  Resident on the First  Amendment  Effective  Date (it
     being  acknowledged  that a representation by such Person that it
     is  a  Canadian   Resident  shall  be  deemed  to  be  reasonably
     satisfactory   evidence   thereof  if  such   representation   is
     accompanied by an explanation of the basis for such status).

          (d)  Notwithstanding  the  provisions  of this Section 4.04,
     unless a Sharing  Event has  occurred  or an Event of Default has
     occurred and is continuing,  no amounts shall be payable pursuant
     to  this  Section  4.04 in  respect  of any  payment  made by any
     Canadian  Borrower in respect of a Canadian  Revolving


                                 -23-
<PAGE>

     Loan  to a  Canadian  Revolving  Lender  that  is not a  Canadian
     Resident at the time of the payment.

          (e)  Unless  a  Sharing  Event  shall  have  occurred,  each
     Canadian  Revolving Lender that ceases to be a Canadian  Resident
     shall use commercially reasonable efforts to promptly (and in any
     event  within 30 days  thereof)  notify each  Canadian  Revolving
     Borrower in writing that it is not a Canadian Resident."

     40. Section 5.04(b) of the Credit  Agreement is hereby amended by inserting
the following text at the end of the second sentence thereof:

     ", except for Silgan  Plastics  Canada  pursuant to the  Canadian
     Incremental Term Loan Commitment Agreement."

     41. Section 6.10(b) of the Credit  Agreement is hereby amended by inserting
the following new sentence at the end thereof:

     "The proceeds of all Canadian  Revolving  Loans  incurred by each
     Canadian  Revolving  Borrower shall be utilized for such Canadian
     Revolving   Borrower's  general  corporate  and  working  capital
     purposes  and for  the  general  corporate  and  working  capital
     purposes of its respective Subsidiaries, including the payment of
     Dividends,  the repayment of certain Indebtedness,  the financing
     of Permitted Acquisitions and the making of Investments,  in each
     case to the extent and for the purposes permitted herein."

     42.  Section  8.01(xiv)  of the  Credit  Agreement  is  hereby  amended  by
inserting the following text at the end thereof:

     ", provided, however, no Liens, other than Permitted Canadian Second-Liens,
     shall be  permitted  pursuant to this  clause  (xiv) if any Loans (or other
     Obligations in respect thereof) are owing by the Canadian  Incremental Term
     Loan Borrower or any Canadian  Revolving Borrower or any Canadian Revolving
     Loan  Commitment  or any Canadian  Incremental  Term Loan  Commitment is in
     effect."

     43. Section 8.04(x) of the Credit  Agreement is hereby amended by inserting
the text "Canadian  Revolving  Loans,"  immediately  before the text  "Revolving
Loans" appearing in sub-clauses (II) and (iv)(x) of said Section.

     44. Section 8.06 of the Credit  Agreement is hereby amended by (i) deleting
the  word  "and"  appearing  at the end of  clause  (iv) of said  Section,  (ii)
deleting the period appearing at the end of clause (v) therein and inserting ";"
in lieu  thereof,  and (iii)  inserting the following new clauses (vi) and (vii)
immediately after clause (v) of said Section:

          "(vi)  Canadian  Holdco  may  provide   general   corporate,
     administrative  and/or  management  services  to Silgan  Plastics
     Canada and may receive compensation therefor; and


                                 -24-
<PAGE>


          (vii)  Silgan  and   Plastics   may  enter  into   franchise
     agreements   with   Silgan   Plastics   Canada  and  may  receive
     compensation therefor."

     45. Section 9.01 of the Credit Agreement is hereby amended by inserting the
text "(or Face Amount,  as  applicable)"  immediately  after the text "or of any
principal" appearing in clause (i) of said Section.

     46. Section 9.06 of the Credit  Agreement is hereby amended by deleting the
text ", in the opinion of the  Required  Lenders,"  appearing in clause (iii) of
said Section.

     47.  The  paragraph  immediately  following  Section  9.11  of  the  Credit
Agreement  is  hereby  amended  by  inserting  the  text  "(including,   without
limitation,  the Face  Amount of all  outstanding  Bankers'  Acceptance  Loans)"
immediately  following  the text "all  Obligations"  appearing in clause (ii) of
said paragraph.

     48. The definition of "Administrative  Agent" appearing in Section 10.01 of
the Credit Agreement is hereby amended by inserting the text "; provided that as
used herein and in the other  Credit  Documents,  for  purposes of actions to be
taken hereunder,  notices to be received or given and payments to be received or
made in respect of all Canadian Revolving Loans, the term "Administrative Agent"
shall mean the Canadian Sub-Agent" at the end of said definition.

     49. The definition of "Alternate Currency  Incremental Term Loan" appearing
in Section 10.01 of the Credit Agreement is hereby amended by inserting the text
"(including,   without  limitation,   each  Canadian   Incremental  Term  Loan)"
immediately after the text "Alternate Currency" appearing in said definition.

     50. The definition of "Alternate  Currency Loan" appearing in Section 10.01
of the Credit Agreement is hereby amended by inserting the text ", each Canadian
Revolving Loan" immediately after the text "each Alternate Currency  Incremental
Term Loan" appearing therein.

     51. The definition of "Applicable  Commitment  Commission  Percentage"  and
"Applicable Margin" appearing in Section 10.01 of the Credit Agreement is hereby
restated in its entirety as follows:

          "Applicable    Commitment    Commission    Percentage"   and
     "Applicable  Margin" shall mean: (A) with respect to B Term Loans
     maintained  as (x) Base  Rate  Loans,  0.25% per  annum,  and (y)
     Eurodollar  Loans,  1.25% per  annum,  and (B) from and after any
     Start Date to and including the  corresponding End Date, (i) with
     respect to the  Commitment  Commission,  the respective per annum
     percentage   set  forth  below   under  the  column   "Applicable
     Commitment Commission Percentage" and (ii) with respect to A Term
     Loans,  Revolving Loans,  Canadian  Revolving Loans and Swingline
     Loans, the respective  percentage per annum set forth below under
     the  respective  Tranche  and Type of  Loans  and (in the case of
     preceding  clauses (i) and (ii))  opposite the  respective  Level
     (i.e., Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6, as
     the case may be) indicated to have been achieved on an applicable
     Test  Date  for such  Start  Date  (as  shown  in the  respective
     officer's  certificate  delivered  pursuant to Section 7.01(e) or
     the first proviso below):




                                 -25-
<PAGE>

<TABLE>
<CAPTION>

                                                                A Term Loans
                                                                and Revolving
                                                                   Loans
                                                                maintained as
                                                                 Euro Rate
                                           A Term Loans and        Loans,
                                            Revolving Loans      Canadian
                                          maintained as Base     Revolving
                                              Rate Loans,          Loans
                                          Canadian Revolving    maintained as
                                          Loans maintained as     Bankers'       Applicable
                                            Canadian Prime       Acceptance      Commitment
                      Total                 Rate Loans and       Loans and       Commission
     Level       Leverage Ratio             Swingline Loans      Drawing Fee     Percentage
     -----       --------------             ---------------     -----------      ----------
     <S>      <C>                                <C>                <C>              <C>

       1      Less than 1.50:1.00                0.00%              0.75%            0.20%

       2      Greater than or equal to
              1.50:1.00 but less than            0.00%              0.875%           0.20%
              2.00:1.00

       3      Greater than or equal to
              2.00:1.00 but less than            0.00%              1.00%            0.25%
              2.50:1.00

       4      Greater than or equal to
              2.50:1.00 but less than            0.125%             1.125%           0.30%
              3.00:1:00

       5      Greater than or equal to
              3.00:1.00 but less than            0.25%              1.25%            0.375%
              3.50:1:00

       6      Greater than or equal to           0.50%              1.50%            0.50%
              3.50:1.00
</TABLE>


     ;  provided,  however,  that if  Silgan  fails  to  deliver  the  financial
     statements  required to be  delivered  pursuant  to Section  7.01(a) or (b)
     (accompanied by the officer's certificate required to be delivered pursuant
     to Section  7.01(e)  showing the  applicable  Total  Leverage  Ratio on the
     relevant  Test Date) on or prior to the  respective  date  required by such
     Sections,  then Level 6 pricing shall apply 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  pricing for the
     respective Margin Reduction Period is at a level which is less than Level 6
     (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



                                 -26-
<PAGE>

     Commitment  Commission  Percentage  or in the  Applicable  Margin
     shall  apply only from and after the date of the  delivery of the
     complying  financial   statements  and  officer's   certificate);
     provided  further,  that Level 6 pricing shall apply 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) Level 4 pricing shall apply for the period from the
     Initial  Borrowing  Date through,  but not  including,  the first
     Start Date after the Initial Borrowing Date, and (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 1.14 and the
     relevant Incremental Term Loan Commitment Agreement."

     52. The definition of "Applicable  Currency"  appearing in Section 10.01 of
the Credit Agreement is hereby restated in its entirety as follows:

          "Applicable  Currency"  shall  mean,  (i) for any Tranche of
     Incremental Term Loans, the Currency for such Tranche  designated
     in the  Incremental  Term  Loan  Commitment  Agreement  for  such
     Tranche, (ii) for A Term Loans, B Term Loans and Swingline Loans,
     Dollars, (iii) for Revolving Loans and Letters of Credit, Dollars
     and  each  Primary  Alternate  Currency  and  (iv)  for  Canadian
     Revolving Loans, Canadian Dollars.

     53. The definition of "Borrowing"  appearing in Section 10.01 of the Credit
Agreement is hereby restated in its entirety as follows:

          "Borrowing"  shall mean the borrowing of one Type of Loan of
     a single Tranche from all the Lenders  having  Commitments of the
     respective  Tranche (or from the Swingline  Lender in the case of
     Swingline  Loans) on a given date (or resulting from a conversion
     or  conversions on such date) having in the case of (x) Euro Rate
     Loans and B/A Discount  Rate Loans the same  Interest  Period and
     (y) in the case of Bankers' Acceptance Loans, underlying Bankers'
     Acceptances,   Drafts  or  B/A  Discount   Notes  with  the  same
     maturities;  provided that Base Rate Loans  incurred  pursuant to
     Section 1.10(b) shall be considered part of the related Borrowing
     of Eurodollar Loans."

     54. The  definition  of "Business  Day"  appearing in Section  10.01 of the
Credit  Agreement is hereby amended by (i) deleting the text "clause (ii) below"
appearing in clause (i) thereof and  inserting  the text "clauses (ii) and (iii)
below" and (ii)  inserting  the  following  new clause  (iii) at the end of said
definition:

     "and  (iii) with  respect to all  notices  and  determination  in
     connection  with,  and payments of principal (or Face Amount,  as
     applicable)  of,  and  interest  and  Drawing  Fees on,  Canadian
     Revolving   Loans  or   Canadian   Incremental   Term  Loans  (as
     applicable),  any day which is a Business Day described in clause
     (i)  above  and  which is not a legal  holiday  or a day on which
     banking  institutions  are authorized or required by law or other
     government action to close in Toronto, Ontario"



                                 -27-
<PAGE>

     55. The  definition  of  "Commitments"  appearing  in Section  10.01 of the
Credit  Agreement  is  hereby  amended  by  inserting  the text ", the  Canadian
Revolving Loan  Commitment"  immediately  after the text "each  Incremental Term
Loan Commitment" appearing in said definition.

     56. The  definition of "Currency"  appearing in Section 10.01 of the Credit
Agreement  is  hereby  amended  by  inserting  the  text  ",  Canadian  Dollars"
immediately after the text "Pounds Sterling" appearing in said definition.

     57. The definition of "Euro Rate"  appearing in Section 10.01 of the Credit
Agreement  is  hereby  amended  by  inserting  the text  "(other  than  Canadian
Incremental Term Loans and Canadian Revolving Loans)" immediately after the text
"Other Alternate Currency" appearing in clause (ii) of said definition.

     58. The  definition  of "Euro Rate Loan"  appearing in Section 10.01 of the
Credit Agreement is hereby amended by inserting the text ", a Canadian Revolving
Loan and a Canadian Incremental Term Loan" at the end of said definition.

     59. The definition of "Excess Cash Flow"  appearing in Section 10.01 of the
Credit  Agreement is hereby  amended by inserting the text  "Canadian  Revolving
Loans,"   immediately  before  the  text  "Revolving  Loans"  appearing  in  the
parenthetical of clause (b)(I) of said definition.

     60. The definition of "Exchange  Percentage"  appearing in Section 10.01 of
the Credit  Agreement is hereby  amended by inserting the text "(or Face Amount,
as applicable)"  immediately  after the text "principal  amount" each place such
text appears therein.

     61. The  definition of "Foreign  Revolving  Borrower"  appearing in Section
10.01 of the Credit Agreement is hereby restated in its entirety as follows:

          "Foreign  Revolving  Borrower" shall mean (i) in the case of
     Canadian Revolving Loans only, each Canadian Revolving  Borrower,
     and (ii) any other Wholly-Owned Foreign Subsidiary of Silgan that
     becomes a Revolving Borrower pursuant to Section 5.04(b).

     62. The  definition of "Lender  Default"  appearing in Section 10.01 of the
Credit  Agreement  is hereby  amended by  deleting  the text "or (f)"  appearing
therein and inserting the text ",(f) or (g)" in lieu thereof.

     63. The  definition  of "Loan"  appearing  in  Section  10.01 of the Credit
Agreement  is hereby  amended by  inserting  the text "each  Canadian  Revolving
Loan,"  immediately  before the text "each  Revolving  Loan"  appearing  in said
definition.

     64. The  definition  of "Maturity  Date"  appearing in Section 10.01 of the
Credit Agreement is hereby amended by inserting the text "the Canadian Revolving
Loan Maturity  Date, " immediately  before the text "the Revolving Loan Maturity
Date" appearing in said definition.



                                 -28-
<PAGE>

     65. The definition of "Minimum Borrowing Amount" appearing in Section 10.01
of the  Credit  Agreement  is hereby  amended  by (i)  deleting  the word  "and"
appearing at the end of clause (iii) of said definition and inserting a comma in
lieu thereof and (ii) inserting the text "and (v) for Canadian  Revolving  Loans
maintained,  incurred  as, or converted  into  Canadian  Prime Rate Loans,  Cdn.
$1,000,000,  and for  Canadian  Revolving  Loans  maintained  or incurred as, or
converted into Bankers'  Acceptance Loans,  Cdn.  $2,000,000" at the end of said
definition.

     66. The definition of "Net Insurance  Proceeds"  appearing in Section 10.01
of the Credit Agreement is hereby restated in its entirety as follows:

          "Net  Insurance  Proceeds"  shall mean,  with respect to any
     Recovery  Event,  the cash  proceeds  received by the  respective
     Person   therefrom  (net  of  (i)  reasonable   costs  and  taxes
     associated  therewith,  (ii) except if any  Obligations are owing
     hereunder  or under any other  Credit  Document  by the  Canadian
     Incremental Term Loan Borrower or any Canadian Revolving Borrower
     or any Canadian  Revolving Loan  Commitments are in effect in the
     case of insurance or condemnation  proceeds received by Silgan or
     any of its Foreign  Subsidiaries  solely in respect of the assets
     or property of Canadian Holdco or any of its Foreign Subsidiaries
     organized under the laws of Canada (or any province thereof), any
     amounts required to be applied under the Canadian Credit Facility
     and (iii) the amount of such insurance or  condemnation  proceeds
     required  to be  used  to  repay  any  Indebtedness  (other  than
     Indebtedness  secured  under  the  Security  Documents)  which is
     secured by the respective assets subject to such Recovery Event).

     67. The  definition  of "Note"  appearing  in  Section  10.01 of the Credit
Agreement  is hereby  amended by  inserting  the text "each  Canadian  Revolving
Note,"  immediately before the text "each Revolving Loan Note" appearing in said
definition.

     68. The  definition  of "Notice  Office"  appearing in Section 10.01 of the
Credit Agreement is hereby amended by inserting the text "; provided that in the
case of all  Borrowings  of Canadian  Revolving  Loans and all notices  relating
thereto,  the "Notice  Office" shall,  unless  otherwise  provided  above,  also
include the office of the Canadian  Sub-Agent  located at 222 Bay Street,  Suite
1100, Toronto, Ontario, Canada M5K 1E7" at the end of said definition.

     69. The  definition of "Payment  Office"  appearing in Section 10.01 of the
Credit Agreement is hereby amended by inserting the text "; provided that in the
case of all  payments  in  respect  of  Canadian  Revolving  Loans and  Canadian
Revolving  Loan  Commitments  and all notices  relating  thereto,  the  "Payment
Office" shall,  unless otherwise  provided above, also include the office of the
Canadian  Sub-Agent  located at 222 Bay Street,  Suite 1100,  Toronto,  Ontario,
Canada M5K 1E7" at the end of said definition.

     70. The  definition of "Permitted  Debt  Repurchases"  appearing in Section
10.01 of the Credit  Agreement is hereby amended by deleting clause (iv) of said
definition  in its entirety and  inserting the following new clause (iv) in lieu
thereof:



                                 -29-
<PAGE>

          "(iv)  except  as  provided  in the  immediately  succeeding
     sentence,  at the time of each such  Refinancing  and immediately
     after giving effect thereto, (x) at any time prior to the initial
     incurrence of any Canadian  Revolving Loan and at all times after
     any subsequent incurrence of Canadian Revolving Loans, the sum of
     the Total  Unutilized  Revolving Loan  Commitment plus the Dollar
     Equivalent  of  the  Total  Unutilized  Canadian  Revolving  Loan
     Commitment  shall  be at least  $100,000,000  and (y) at any time
     after the initial  incurrence of any Canadian Revolving Loan, but
     prior to any subsequent  incurrence of Canadian  Revolving Loans,
     the sum of the Total  Unutilized  Revolving Loan  Commitment plus
     the Dollar Equivalent of the Total Unutilized  Canadian Revolving
     Loan  Commitment  plus the Dollar  Equivalent of any  outstanding
     Canadian Revolving Loans shall be at least $100,000,000."

     71. The definition of "Required  Lenders" appearing in Section 10.01 of the
Credit Agreement is hereby restated in its entirety as follows:

          "Required Lenders" shall mean Non-Defaulting Lenders the sum
     of  whose   outstanding   Term  Loans,   Incremental   Term  Loan
     Commitments, Revolving Loan Commitments (or after the termination
     thereof,   outstanding  Revolving  Loans  and  RL  Percentage  of
     outstanding  Swingline Loans and Letter of Credit  Outstandings),
     and Canadian Revolving Loan Commitments (or after the termination
     thereof,  outstanding  Canadian  Revolving  Loans)  represent  an
     amount  greater than 50% of the sum of (i) all  outstanding  Term
     Loans of Non-Defaulting  Lenders, (ii) the Total Incremental Term
     Loan  Commitment in respect of all Tranches of  Incremental  Term
     Loans  less  the  Incremental   Term  Loan   Commitments  of  all
     Defaulting  Lenders,  (iii) the Total  Revolving Loan  Commitment
     less the Revolving Loan  Commitments  of all  Defaulting  Lenders
     (or,  if after  the  Total  Revolving  Loan  Commitment  has been
     terminated, the sum of the then total outstanding Revolving Loans
     of  Non-Defaulting  Lenders) and the aggregate RL  Percentages of
     all  Non-Defaulting  Lenders of the total  outstanding  Swingline
     Loans and Letter of Credit Outstandings at such time and (iv) the
     Total  Canadian  Revolving  Loan  Commitment  less  the  Canadian
     Revolving  Loan  Commitments  of all  Defaulting  Lenders (or, if
     after the  Total  Canadian  Revolving  Loan  Commitment  has been
     terminated,  the  sum  of the  then  total  outstanding  Canadian
     Revolving Loans of Non-Defaulting  Lenders). For purposes of this
     definition,  the calculation of the outstanding  principal amount
     of all Alternate Currency Loans shall be determined by taking the
     Dollar Equivalent thereof at the time of any such calculation."

     72. The definition of "Related  Foreign Company Group" appearing in Section
10.01 of the Credit  Agreement is hereby  amended by inserting the following new
parenthetical at the end of said definition:

          "(as well as any other Subsidiaries of such parents that are
     incorporated in the same jurisdiction as such Foreign Borrower)"



                                 -30-
<PAGE>

     73. The  definition of "Revolving  Borrower"  appearing in Section 10.01 of
the Credit  Agreement is hereby  amended by inserting  the text ", each Canadian
Revolving  Borrower  (but solely  with  respect to  Canadian  Revolving  Loans)"
immediately after the text "Can Co" appearing therein.

     74. The first sentence of the definition of "Tranche"  appearing in Section
10.01 of the Credit Agreement is hereby restated in its entirety as follows:

          "Tranche"   shall  mean  the   respective   facilities   and
     commitments utilized in making Loans hereunder,  with there being
     five separate  Tranches on the First  Amendment  Effective  Date,
     i.e., A Term Loans, B Term Loans,  Canadian  Revolving  Loans and
     Swingline Loans.

     75. The  definition  of "Type"  appearing  in  Section  10.01 of the Credit
Agreement is hereby amended by (i) deleting the word "and"  appearing at the end
of  clause  (i) of said  definition,  (ii)  inserting  the text  "(other  than a
Canadian  Incremental  Term  Loan)"  immediately  after the text "any  Alternate
Currency Loan"  appearing in said  definition and (iii)  inserting the following
new clauses (iii) and (iv) at the end of said definition:

     ", (iii) for any Canadian Incremental Term Loan, the type of such
     Canadian  Incremental  Term Loan  determined  with  regard to the
     interest option available thereto, i.e., whether a Canadian Prime
     Rate Loan or a B/A  Discount  Rate Loan and (iv) for any Canadian
     Revolving  Loan,  the  type  of  such  Canadian   Revolving  Loan
     determined with regard to the interest option available  thereto,
     i.e., whether a Canadian Prime Rate Loan or a Bankers' Acceptance
     Loan".

     76.  Section  10.01 of the Credit  Agreement is hereby  further  amended by
inserting the following new definitions in the appropriate alphabetical order:

          "Aggregate  Canadian RL Exposure"  shall mean,  at any time,
     the aggregate principal amount (or Face Amount, as applicable) of
     all Canadian Revolving Loans then outstanding.

          "B/A  Discount  Proceeds"  shall  mean,  in  respect  of any
     Bankers'  Acceptance  or  Draft  to be  purchased  by a  Canadian
     Revolving  Lender on any date  pursuant  to Section  1.01(g)  and
     Schedule XI, the  difference  between (i) the result  (rounded to
     the  nearest  whole  Canadian  cent,  and  with  one-half  of one
     Canadian  cent  being  rounded  up)  calculated  on  such  day by
     dividing the aggregate Face Amount of such Bankers' Acceptance or
     Draft by the sum of one plus the product of (x) the B/A  Discount
     Rate  (expressed  as  a  decimal)  applicable  to  such  Bankers'
     Acceptance or Draft  multiplied by (y) a fraction,  the numerator
     of  which  is the  number  of days in the  term of such  Bankers'
     Acceptance or Draft and the denominator of which is 365, and (ii)
     the  aggregate  applicable  Drawing Fee with such  product  being
     rounded up or down to the fifth  decimal  place and .000005 being
     rounded up.

          "B/A  Discount  Note"  shall have the  meaning  provided  in
     Schedule XI.



                                 -31-
<PAGE>

          "B/A Discount Rate" shall mean:

          (a) with  respect to B/A Discount  Rate Loans  advanced by a
     Canadian  Incremental  Term Loan Lender and  Bankers'  Acceptance
     Loans accepted and/or purchased by a Canadian  Revolving  Lender,
     in each case, that is a Schedule I Bank, the CDOR Rate; and

          (b) with  respect to B/A Discount  Rate Loans  advanced by a
     Canadian  Incremental  Term Loan Lender and  Bankers'  Acceptance
     Loans accepted and/or purchased by a Canadian  Revolving  Lender,
     in each case,  that is not a Schedule I Bank,  including  without
     limitation,  a Schedule II Bank and a Schedule III Bank, the CDOR
     Rate plus ten (10) basis points (0.10%).

          "B/A Discount Rate Loan" shall mean any Canadian Incremental
     Term Loan bearing  interest at a rate  determined by reference to
     the B/A Discount Rate.

          "B/A  Instruments"   shall  mean,   collectively,   Bankers'
     Acceptances, Drafts and B/A Discount Notes, and, in the singular,
     any one of them.

          "B/A Lender" shall mean any Canadian  Revolving Lender which
     is not a Non-B/A Lender.

          "Bankers'  Acceptance"  shall  mean  a  Draft  drawn  by any
     Canadian  Revolving Borrower and accepted by a Canadian Revolving
     Lender pursuant to Section 1.01(g) and Schedule XI.

          "Bankers'  Acceptance  Loans" shall mean (i) the creation of
     Bankers'  Acceptances  or  (ii)  the  creation  and  purchase  of
     completed Drafts and the exchange of such Drafts for B/A Discount
     Notes,  in each  case as  contemplated  in  Section  1.01(g)  and
     Schedule XI.

          "Canadian  Commitment  Commission"  shall  have the  meaning
     provided in Section 3.01(i).

          "Canadian Dollar Equivalent" shall mean, at any time for the
     determination thereof, the amount of Canadian Dollars which could
     be  purchased  with  the  amount  of  Dollars  involved  in  such
     computation  at the spot rate of  exchange  therefor as quoted by
     the Administrative  Agent as of 11:00 A.M. (New York time) on the
     date two  Business  Days  prior to the date of any  determination
     thereof  for  purchase  on  such  date  (or,  in the  case of any
     determination  pursuant to Section 1.16 or 12.21 or Section 28 of
     the  US   Borrowers/Subsidiaries   Guaranty,   on  the   date  of
     determination).

          "Canadian   Dollars"   and   "Cdn.$"   shall   mean   freely
     transferable lawful money of Canada.



                                 -32-
<PAGE>

          "Canadian  Five-Year Period" shall mean the period beginning
     on the Canadian  Incremental  Term Loan Borrowing Date and ending
     on the five-year anniversary thereof.

          "Canadian  Incremental Term Loan Borrower" shall mean Silgan
     Plastics Canada.

          "Canadian  Incremental  Term Loan Borrowing Date" shall mean
     the date upon which the Canadian  Incremental  Term Loan Borrower
     incurs the Canadian Incremental Term Loans.

          "Canadian  Incremental Term Loan Commitment Agreement" shall
     mean the Incremental Term Loan Commitment Agreement to be entered
     into on or prior to December 31, 2005 among Silgan,  the Canadian
     Incremental Term Loan Borrower,  the financial institutions party
     thereto as "Incremental Term Loan Lenders" and the Administrative
     Agent,  and  acknowledged and to be agreed to by the other Credit
     Parties.

          "Canadian  Incremental Term Loan Commitments" shall mean the
     Incremental  Term Loan  Commitments  of the Canadian  Incremental
     Term Loan  Lenders  provided  to, and  obtained  by, the Canadian
     Incremental   Term  Loan   Borrower   pursuant  to  the  Canadian
     Incremental Term Loan Commitment Agreement.

          "Canadian  Incremental  Term Loan  Lender"  shall  mean each
     Lender  holding  any  Canadian  Incremental  Term Loan and/or any
     Canadian Incremental Term Loan Commitment.

          "Canadian  Incremental  Term Loan Maturity  Date" shall mean
     the Incremental Term Loan Maturity Date set forth in the Canadian
     Incremental Term Loan Commitment Agreement.

          "Canadian  Incremental Term Loans" shall mean the Tranche of
     Incremental Term Loans made pursuant to the Canadian  Incremental
     Term Loan Commitment Agreement.

          "Canadian  Prime Rate" shall mean,  for any day, the rate of
     interest per annum equal to the greater of (i) the per annum rate
     of  interest  quoted or  established  as the "prime  rate" of the
     Canadian Sub-Agent which it quotes or establishes for such day as
     its  reference  rate of interest in order to  determine  interest
     rates for commercial  loans in Canadian  Dollars in Canada to its
     Canadian  borrowers;  and (ii) the  arithmetic  average  rate for
     Canadian  Dollar  banker's  acceptances  having a term of 30 days
     that  appears on Reuters  Screen CDOR Page (or such other page as
     may be selected by the Canadian  Sub-Agent as a replacement  page
     for such banker's acceptances if such screen is not available) at
     approximately 10:00 a.m. (Toronto time) on such day plus 75 basis
     points  per annum,  adjusted  automatically  with each  quoted or
     established change in such


                                 -33-
<PAGE>

     rate,  all without the  necessity  of any notice to the  Canadian
     Incremental Term Loan Borrower or any other Person.

          "Canadian   Prime  Rate  Loans"   shall  mean  any  Canadian
     Incremental  Term Loan or Canadian  Revolving Loan  designated or
     deemed  designated as such by the Canadian  Incremental Term Loan
     Borrower or the relevant Canadian Revolving Borrower, as the case
     may be,  at the  time of the  incurrence  thereof  or  conversion
     thereto.

          "Canadian  Resident"  shall  mean,  in respect of a Canadian
     Revolving Loan, at any time, a Person who at that time is (a) not
     a  non-resident  of Canada  for  purposes  of the  Income Tax Act
     (Canada); (b) an authorized foreign bank deemed to be resident in
     Canada for  purposes of Part XIII of the Income Tax Act  (Canada)
     in respect of all amounts payable to such Person pursuant to such
     Canadian Revolving Loans; (c) a Canadian partnership,  within the
     meaning of that term for the purposes of  paragraph  212(13.1)(b)
     of the Income Tax Act  (Canada);  or (d) able to establish to the
     satisfaction  of  the  Administrative   Agent  and  the  Canadian
     Revolving Borrowers based on applicable law in effect on the date
     on which it becomes a Canadian  Revolving Lender that such Person
     is not liable for  withholding  tax  pursuant to Part XIII of the
     Income Tax Act (Canada) in respect of all amounts payable to such
     Person pursuant to such Canadian Revolving Loans.

          "Canadian  Revolving  Borrower"  shall mean each of Canadian
     Holdco and  Silgan  Plastics  Canada;  it being  understood  that
     Canadian  Revolving  Borrowers  shall only be  permitted to incur
     Canadian Revolving Loans under this Agreement.

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

          "Canadian Revolving Loan" shall have the meaning provided in
     Section 1.01(g).

          "Canadian  Revolving Loan  Commitment"  shall mean, for each
     Canadian Revolving Lender,  the amount, in Canadian Dollars,  set
     forth opposite such Canadian  Revolving Lender's name in Schedule
     I directly  below the column  entitled  "Canadian  Revolving Loan
     Commitment,"  as same  may be (x)  reduced  from  time to time or
     terminated pursuant to Sections 3.02, 3.03, 4.02 and/or 9, or (y)
     adjusted from time to time as a result of  assignments to or from
     such Lender pursuant to Sections 1.13 and/or 12.04(b).

          "Canadian  Revolving Loan Maturity Date" shall mean June 30,
     2011.

          "Canadian Revolving Note" shall have the meaning provided in
     Section 1.05(a).



                                 -34-
<PAGE>

          "Canadian   Second-Lien  Holders"  shall  have  the  meaning
     provided in the definition of Permitted Canadian Second-Liens.

          "Canadian Sub-Agent" shall mean Deutsche Bank Canada, or any
     other  affiliate of DBTCA or DBAG  designated  by DBTCA to act in
     such capacity.

          "CDOR Rate" shall  mean,  on any day,  the per annum rate of
     interest  which is the rate  determined  as being the  arithmetic
     average of the two lowest  rates  applicable  to Canadian  Dollar
     bankers'   acceptances  having  identical  issue  and  comparable
     maturity  dates  as the  B/A  Discount  Rate  Loans  or  Bankers'
     Acceptance  Loans, as the case may be, proposed to be incurred by
     the  Canadian  Incremental  Term  Loan  Borrower  or  a  Canadian
     Revolving  Borrower (as  applicable)  displayed and identified as
     such  on the  display  referred  to as the  "CDOR  Page"  (or any
     display  substituted  therefor)  of Reuters  Monitor  Money Rates
     Service as at approximately  10:00 A.M. (Local Time) on such day,
     or if such day is not a  Business  Day,  then on the  immediately
     preceding  Business Day (as adjusted by the Canadian Sub-Agent in
     good faith after 10:00 A.M.  (Local Time) to reflect any error in
     a posted rate of interest or in the posted average annual rate of
     interest);  provided,  however, if such a rate does not appear on
     such CDOR  Page,  then the CDOR  Rate,  on any day,  shall be the
     discount  rate quoted the Canadian  Sub-Agent  (determined  as of
     10:00  A.M.  (Local  Time))  on such  day at which  the  Canadian
     Sub-Agent  would  purchase  its  own  bankers  acceptances  in  a
     comparable face amount and with comparable  maturity dates to the
     B/A Discount Rate Loans or Bankers' Acceptance Loans, as the case
     may be, proposed to be incurred by the Canadian  Incremental Term
     Loan Borrower or a Canadian Revolving Borrower (as applicable) on
     such  day,  or if such  day is not a  Business  Day,  then on the
     immediately preceding Business Day.

          "Deutsche  Bank Canada"  shall mean Deutsche Bank AG, Canada
     Branch, in its individual capacity, and any successor corporation
     thereto by merger, amalgamation, consolidation or otherwise.

          "Draft"  shall mean, at any time,  either a depository  bill
     within  the  meaning  of  the  Depository  Bills  and  Notes  Act
     (Canada), or a bill of exchange,  within the meaning of the Bills
     of  Exchange  Act  (Canada),  drawn  by  any  Canadian  Revolving
     Borrower  on  a  Canadian   Revolving  Lender  and  bearing  such
     distinguishing  letters  and numbers as such  Canadian  Revolving
     Lender  may  determine,  but  which  at such  time  has not  been
     completed or accepted by such Canadian Revolving Lender.

          "Drawing Date" shall mean any Business Day fixed pursuant to
     Schedule  XI for the  creation  of  Bankers'  Acceptances  or the
     purchase of  completed  Drafts and the  exchange  thereof for B/A
     Discount  Notes,  in each  case by a  Canadian  Revolving  Lender
     pursuant to Schedule XI.

          "Drawing Fee" shall mean, in respect of a Draft drawn by any
     Canadian  Revolving  Borrower  hereunder  and  accepted  by a B/A
     Lender or a Draft



                                 -35-
<PAGE>

     purchased  by a  Non-B/A  Lender,  a fee  calculated  on the Face
     Amount of such Draft at a rate per annum equal to the  Applicable
     Margin that would be payable  with  respect to a  Revolving  Loan
     maintained as a Eurodollar Loan drawn on the Drawing Date of such
     Draft.  Drawing Fees shall be calculated on the basis of the term
     to maturity of the Draft and a year of 365 days.

          "Face Amount"  shall mean,  in respect of a Draft,  Bankers'
     Acceptance  or B/A Discount  Note, as the case may be, the amount
     payable to the holder thereof on its maturity. The Face Amount of
     any Bankers' Acceptance Loan shall be equal to the aggregate Face
     Amounts of the  underlying  Bankers'  Acceptances,  B/A  Discount
     Notes or Drafts, as the case may be.

          "First  Amendment  Effective  Date"  shall have the  meaning
     provided in the First  Amendment,  dated as of December 19, 2005,
     to this Agreement.

          "Individual  Canadian RL Exposure"  shall mean,  at any time
     for any Canadian Revolving Lender, the aggregate principal amount
     (or Face Amount,  as applicable) of all Canadian  Revolving Loans
     made by such Canadian  Revolving  Lender and  outstanding at such
     time.

          "Non-B/A  Lender" shall mean any Canadian  Revolving  Lender
     which is unwilling or unable to create  Bankers'  Acceptances  by
     accepting  Drafts and which has  identified  itself as a "Non-B/A
     Lender"  by written  notice to any  relevant  Canadian  Revolving
     Borrower.

          "Offer to Prepay Canadian Incremental Term Loans" shall have
     the meaning provided in Section 4.02(k)(II).

          "Offer to Prepay Notice" shall have the meaning  provided in
     Section 4.02(k)(II).

          "Permitted Canadian Second-Liens" shall mean second priority
     Liens  granted  pursuant  to the  proviso  contained  in  Section
     8.01(xiv)  on the  assets of  Canadian  Holdco  and/or any of its
     Foreign  Subsidiaries that are organized under the laws of Canada
     (or any  province  thereof) to secure the  obligations  under the
     Canadian Credit Facility;  provided that (i) such second priority
     Liens do not extend to any other assets of any Borrower or any of
     its other  Subsidiaries,  (ii) all  collateral in respect of such
     second  priority  Liens is also subject to a first  priority Lien
     granted in favor of the applicable  Secured  Creditors in respect
     of the  Obligations  of the Canadian  Incremental  Term  Borrower
     and/or the Canadian  Revolving  Borrowers  and any  Guaranties in
     connection  therewith  and  (iii)  the  priority  of such  second
     priority  Liens  relative to the Liens created by or purported to
     be created by any Security Document in respect of the Obligations
     of the Canadian  Incremental  Term  Borrower  and/or the Canadian
     Revolving  Borrowers and any  guaranties in connection  therewith
     and  the  related  rights  as  between  the  applicable   Secured
     Creditors  and any  Person  holding  obligations  secured by such
     second  priority  Liens,  including,   without  limitation,   any
     "collateral  agent",


                                 -36-
<PAGE>

     "security agent" or similar term (all such Persons, collectively,
     the  "Canadian   Second-Lien   Holders")  shall  be  governed  by
     intercreditor   and  subordination   arrangements,   pursuant  to
     documentation in form and substance, and on terms and conditions,
     in each case, reasonably acceptable to the Administrative Agent.

          "Schedule  I Bank"  shall  mean a bank  that  is a  Canadian
     chartered bank listed on Schedule I to the Bank Act (Canada).

          "Schedule  II Bank"  shall  mean a bank  that is a  Canadian
     chartered bank listed on Schedule II to the Bank Act (Canada).

          "Schedule  III Bank" shall mean an  authorized  foreign bank
     listed on Schedule III to the Bank Act (Canada).

          "Total Unutilized  Canadian Revolving Loan Commitment" shall
     mean,  at any time,  an amount equal to the  remainder of (x) the
     then Total Canadian Revolving Loan Commitment less (y) the sum of
     the aggregate principal amount (or Face Amount, as applicable) of
     all Canadian Revolving Loans then outstanding.

          "Unutilized Canadian Revolving Loan Commitment" with respect
     to any Canadian  Revolving  Lender,  at any time, shall mean such
     Canadian Revolving Lender's Canadian Revolving Loan Commitment at
     such time less the aggregate principal amount (or Face Amount, as
     applicable) of all Canadian Revolving Loans made by such Canadian
     Revolving Lender and outstanding at such time.

     77. Section 11.01 of the Credit Agreement is hereby amended by deleting the
first  sentence of said Section in its entirety and  inserting the following new
sentence in lieu thereof:

          "The Lenders  hereby  irrevocably  designate and appoint (i)
     Deutsche  Bank as  Administrative  Agent and (ii)  Deutsche  Bank
     Canada as the Canadian Sub-Agent (for purposes of this Section 11
     and Section  12.01,  the term  "Administrative  Agent" also shall
     include  Deutsche  Bank  in  its  capacity  as  Collateral  Agent
     pursuant to the Security  Documents  and Deutsche  Bank Canada as
     the Canadian  Sub-Agent)  to act as  specified  herein and in the
     other Credit Documents."

     78.  Section  11 of the  Credit  Agreement  is hereby  further  amended  by
inserting the following new Section 11.11 immediately after Section 11.10:

          "11.11 Quebec Security.  For greater certainty,  and without
     limiting the powers of the  Collateral  Agent  hereunder or under
     any  of the  other  Credit  Documents,  each  Canadian  Revolving
     Borrower and the Canadian  Incremental  Term Loan Borrower hereby
     acknowledges  that the  Collateral  Agent shall,  for purposes of
     holding any security granted by such Canadian Revolving Borrower,
     the Canadian  Incremental  Term Loan  Borrower or by any of their
     respective  Subsidiaries on property  pursuant to the laws of the
     Province  of  Quebec  to  secure  Obligations  of  such  Canadian
     Revolving Borrower,  the Canadian  Incremental


                                 -37-
<PAGE>

     Term Loan Borrower or such Subsidiary under any bond or debenture
     (the  "Quebec  Secured   Obligations"),   be  the  holder  of  an
     irrevocable  power of  attorney  (fonde de  pouvoir)  (within the
     meaning of the Civil Code of Quebec)  for all  present and future
     holders of any bond or debenture. Each of the Lenders, for itself
     and for all present and future  affiliates that are or may become
     a Secured Creditor and each Agent hereby irrevocably constitutes,
     to the extent necessary, the Collateral Agent as the holder of an
     irrevocable  power of  attorney  (fonde de  pouvoir)  (within the
     meaning of Article  2692 of the Civil Code of Quebec) in order to
     hold security granted by any of the Canadian Revolving Borrowers,
     the Canadian  Incremental  Term Loan  Borrower or by any of their
     respective  Subsidiaries  in the Province of Quebec to secure the
     Quebec Secured Obligations. Each assignee (for itself and for all
     present and future  affiliates)  of a Lender and each Agent shall
     be deemed to have confirmed and ratified the  constitution of the
     Collateral  Agent  as the  holder  of such  irrevocable  power of
     attorney   (fonde  de  pouvoir)  by  execution  of  the  relevant
     Assignment   and   Assumption   Agreement   or   other   relevant
     documentation.  Notwithstanding  the  provisions of Section 32 of
     the Act respecting the special powers of legal persons  (Quebec),
     the Collateral Agent may acquire and be the holder of any bond or
     debenture.  Each  Canadian  Revolving  Borrower  and the Canadian
     Incremental Term Loan Borrower hereby acknowledges that such bond
     or debenture constitutes a title of indebtedness, as such term is
     used in Article 2692 of the Civil Code of Quebec."

     79.  Section  12.04(b)  of the Credit  Agreement  is hereby  amended by (i)
inserting the text "(or the Dollar  Equivalent  thereof in the case of Alternate
Currency  Incremental  Term  Loans)"  immediately  after  the text  "$1,000,000"
appearing in clause )(y) of the first  sentence of said Section,  (ii) inserting
the text "and/or Canadian Revolving Loan Commitments" immediately after the text
"Revolving  Loan  Commitments"  appearing in clause (iii) of the second  proviso
contained in said Section,  (iii) deleting the text "and" appearing  immediately
after  clause (iv) of the second  proviso  contained in said  Section,  and (iv)
inserting the text "(vi) for the  avoidance of doubt,  no assignment of Canadian
Incremental  Term Loans or  Canadian  Incremental  Term Loan  Commitments  shall
constitute  or  be  deemed  to  constitute  a new  obligation  of  the  Canadian
Incremental Term Loan Borrower as a result of such  assignment,  and (vii) prior
to the occurrence of a Sharing Event,  no Canadian  Revolving  Lender may assign
any portion of its Canadian  Revolving Loan Commitment (or related  Obligations)
to any Person who is not a Canadian  Resident"  immediately  after clause (v) of
the second proviso contained in said Section.

     80. Section 12.06(b) of the Credit Agreement is hereby amended by inserting
the  text  "(or  Face  Amount,  as  applicable)"   immediately  after  the  text
"principal" appearing in said definition.

     81.  Section  12.07(b) of the Credit  Agreement  is hereby  restated in its
entirety as follows:

          "(b) All  computations of interest,  Commitment  Commission,
     Canadian Commitment  Commission and other Fees hereunder shall be
     made on the basis of a year of 360 days for the actual  number of
     days (including the first day but


                                 -38-
<PAGE>

     excluding  the last  day;  except  that in the case of  Letter of
     Credit  Fees and  Facing  Fees,  the last day shall be  included)
     occurring  in the  period  for which  such  interest,  Commitment
     Commission,  Canadian  Commitment  Commission  or other  Fees are
     payable, provided, however, that (i) all computations of interest
     on Alternate Currency Loans denominated in Pounds Sterling,  (ii)
     all  computations  of interest on Canadian Prime Rate Loans (iii)
     all  computations  of Drawing Fees, in each case shall be made on
     the  basis of a year of 365 days for the  actual  number  of days
     (including the first day but excluding the last day) occurring in
     the period for which such interest is payable."

     82. Section 12.07 of the Credit  Agreement is further  amended by inserting
the following new clause (d) at the end of said Section:

          "(d) For purposes of the Interest Act (Canada)  with respect
     to Canadian  Incremental Term Loans or Canadian  Revolving Loans,
     whenever any interest, fees or commission to be paid hereunder or
     in  connection  herewith is to be  calculated on the basis of any
     period  of time  that is other  than the  number  of days in such
     year, the yearly rate to which the rate used in such  calculation
     is equivalent is the rate so used multiplied by the actual number
     of  days  in  the  calendar  year  in  which  the  same  is to be
     ascertained  and divided by 360, 365 or 366, as  applicable.  The
     rates of interest under the Agreement are nominal rates,  and not
     effective rates or yields.  The principle of deemed  reinvestment
     of interest does not apply to any interest calculation under this
     Agreement."

     83. Section 12.12(a) of the Credit Agreement is hereby amended as follows:

          (i) inserting the text "or extend the stated maturity of the
     Total  Canadian  Revolving  Loan  Commitment  beyond the Canadian
     Revolving  Loan  Maturity  Date"   immediately   after  the  text
     "Revolving  Loan  Maturity  Date"  appearing in clause (i) of the
     first proviso thereof;

          (ii)  inserting the text "(or Face Amount,  as  applicable)"
     immediately  after  the text "or  reduce  the  principal  amount"
     appearing in clause (i) of the first proviso thereof;

          (iii)  inserting the text "1.01(g),"  immediately  after the
     text  "1.01(f),"  appearing  in clause (vi) of the first  proviso
     thereof; and

          (iv) inserting the text "and Schedule XI" immediately  after
     the text  "and  11.06"  appearing  in  clause  (vi) of the  first
     proviso thereof.

     84. Section 12.12(b) of the Credit Agreement is hereby amended by restating
clause (B) of said Section in its entirety as follows:

          "(B) terminate such  non-consenting  Lender's Revolving Loan
     Commitment, Canadian Revolving Loan Commitment and/or Incremental
     Term Loan Commitment, as the case maybe (if such Lender's consent
     is  required  as a  result  of  its  Revolving  Loan  Commitment,
     Canadian Revolving Loan



                                 -39-
<PAGE>

     Commitment and/or  Incremental Term Loan Commitment) and/or repay
     each Tranche of outstanding  Loans of such Lender which gave rise
     to  the  need  to  obtain  such  Lender's   consent  and/or  cash
     collateralize  its  applicable  RL  Percentage  of the  Letter of
     Credit of  Outstandings,  in  accordance  with  Sections  3.02(b)
     and/or 4.01(b);  provided that if any Bankers'  Acceptance  Loans
     (or  B/A  Discount  Notes)  of  such  non-consenting  Lender  are
     outstanding at the time of such termination  (which do not mature
     at  the  time  of  such  termination),  at  the  option  of  such
     non-consenting Lender, (i) the Canadian Revolving Borrowers shall
     repay the Face Amount of such Bankers'  Acceptance Loans (and B/A
     Discount  Notes)  to  such  non-consenting  Lender  or  (ii)  the
     Canadian  Revolving  Borrowers  shall enter into cash  collateral
     arrangements   with   such   non-consenting    Lender   and   the
     Administrative  Agent as are reasonably  satisfactory  to them in
     respect  of such  Bankers'  Acceptance  Loans  (and B/A  Discount
     Notes),"

     85. The Credit  Agreement is hereby further  amended by (i) adding Schedule
XI hereto as Schedule XI thereto,  (ii) adding the text  "Schedule XI Provisions
Relating to Bankers'  Acceptances,  Bankers'  Acceptance  Loans and B/A Discount
Notes" to the Table of Contents of the Credit  Agreement  immediately  below the
text "Schedule X Certain Leasehold Sites" appearing therein and (iii) adding the
text "Exhibit B-6 Form of Canadian  Revolving  Note" to the Table of Contents of
the Credit Agreement  immediately  below the text "Exhibit B-5 Form of Swingline
Note".

     86.  The  Credit  Agreement  is hereby  further  amended  by (i)  replacing
Exhibits A-1 and A-2 thereto with  Exhibits  A-1 and A-2 attached  hereto,  (ii)
adding  Exhibit B-6 attached  hereto as Exhibit B-6 of the Credit  Agreement and
(iii)  appending  Schedule I of the Credit  Agreement  with the  information  on
Schedule I attached hereto .

B. Amendments to US Pledge Agreement
   ---------------------------------

     1. Section 3.1 of the US Pledge  Agreement  is hereby  amended by inserting
the following new sentence immediately after the last sentence of said Section:

          "Notwithstanding  anything to the contrary contained in this
          Agreement or in any other Security  Document,  the pledge by
          any Pledgor under this Agreement or under any other Security
          Document of the Voting Stock of any Foreign  Corporation  in
          excess  of  65%  of  the  Voting   Stock  of  such   Foreign
          Corporation, and the term "Collateral" (as defined herein or
          in any such other Security Document) to the extent including
          such  excess,  shall,  in each  case,  (i) only  secure  the
          obligations  owing by a  Foreign  Credit  Party to a Secured
          Creditor under any Credit Document (or any guaranty  thereof
          by a US  Credit  Party)  and  (ii)  except  as  provided  in
          preceding clause (i), not secure any obligations  (direct or
          indirect)  owing by a US Credit Party to a Secured  Creditor
          under any Credit Document. "

C. Agreements
   ----------

     1.  Notwithstanding  anything  to the  contrary  contained  in  the  Credit
Agreement (including Sections 3.02 and 12.12(a) thereof), on the First Amendment
Effective Date (as



                                      -40-
<PAGE>

defined  below) the Borrower and the Lenders hereby agree that (i) the Revolving
Loan  Commitment of each  Revolving  Lender listed on Schedule I hereto shall be
permanently   reduced  by  the  Dollar  Equivalent  of  the  Canadian  Revolving
Commitment  set  forth  opposite  such  Revolving   Lender's  (or  its  Canadian
affiliate's) name on Schedule I hereto,  (ii) Schedule I of the Credit Agreement
shall be deemed modified to reflect the Revolving Loan  Commitments and Canadian
Revolving Loan Commitments  after giving effect to immediately  preceding clause
(i),  and  (iii)  immediately  after  giving  effect to the  agreements  made in
immediately  preceding clauses (i) and (ii) above, take such actions (including,
without limitation,  making any repayments  required thereby),  if any, required
under Section 4.02(a) of the Credit Agreement.

     2. Immediately  after giving effect to the reductions to the Revolving Loan
Commitments pursuant to Section C.1. of this Amendment,  each Revolving Borrower
shall,  in  coordination  with  the  Administrative   Agent,  repay  outstanding
Revolving  Loans of  certain  of the  Revolving  Lenders,  and incur  additional
Revolving Loans from certain other Revolving Lenders, in each case to the extent
necessary so that all of the Revolving  Lenders  participate in each outstanding
Borrowing of Revolving Loans pro rata on the basis of their respective Revolving
Loan  Commitments  (immediately  after giving  effect to the  reductions  to the
Revolving Loan Commitments  pursuant to Section C.1. of this Amendment) and with
the  Revolving  Borrowers  being  obligated to pay to the  respective  Revolving
Lenders  any  costs  of the  type  referred  to in  Section  1.11 of the  Credit
Agreement in connection with any such repayment and/or Borrowing.

D. Miscellaneous Provisions
   ------------------------

     1.  Silgan  represents  and  warrants  that  neither  it  nor  any  of  its
Subsidiaries has incurred any Incremental Term Loans pursuant to Section 1.14 of
the Credit Agreement or any Incremental  Revolving Loan Commitments  pursuant to
Section  1.15 of the  Credit  Agreement,  in either  case  prior to the  Initial
Effective Date (as defined below).

     2. In order to  induce  the  Lenders  to enter  into this  Amendment,  each
Borrower  hereby  represents and warrants to each of the Lenders that (i) all of
the representations and warranties  contained in the Credit Agreement and in the
other Credit  Documents are true and correct in all material  respects on and as
of the Initial  Effective  Date and the First  Amendment  Effective  Date,  both
before and after giving effect to this  Amendment  (unless such  representations
and  warranties   relate  to  a  specific  earlier  date,  in  which  case  such
representations  and  warranties  shall  be true  and  correct  in all  material
respects as of such earlier date),  and (ii) there exists no Default or Event of
Default on the Initial  Effective Date and First Amendment  Effective Date, both
before and after giving effect to this Amendment.

     3. This  Amendment  is  limited as  specified  and shall not  constitute  a
modification,  acceptance  or  waiver  of any  other  provision  of  the  Credit
Agreement or any other Credit Document.

     4. This Amendment may be executed in any number of counterparts  and by the
different parties hereto on separate  counterparts,  each of which  counterparts
when  executed  and  delivered  shall be an  original,  but all of  which  shall
together constitute one and the same instrument.  A complete set of counterparts
executed  by all  the  parties  hereto  shall  be  lodged  with  Silgan  and the
Administrative Agent.


                                      -41-
<PAGE>


     5. THIS AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES  HEREUNDER
SHALL BE  CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.

     6.  The  provisions  of  Section  A. of  this  Amendment  (excluding  those
provisions relating  exclusively to the Total Canadian Revolving Loan Commitment
and the ability to incur any  Canadian  Revolving  Loans  pursuant  thereto) and
Section B of this  Amendment  shall become  effective on the date (the  "Initial
Effective  Date") when:  (i) each Borrower  (including  each Canadian  Revolving
Borrower) and the Required  Lenders  (determined  without  giving effect to this
Amendment) shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of telecopier) the same
to the  Administrative  Agent at the  applicable  Notice  Office;  and (ii) each
Canadian  Revolving  Borrower shall have satisfied each of the  requirements set
forth in Section  8.11 of the  Credit  Agreement  to the same  extent as if such
Canadian  Revolving  Borrower was a Credit Party on the Initial  Borrowing  Date
(including all actions  pursuant to clause (iv) of such Section 8.11 and receipt
by the  Administrative  Agent from  Fasken  Martineau  DuMoulin  LLP, an opinion
addressed  to the  Administrative  Agent and each of the  Lenders  and dated the
Initial  Effective  Date  covering  such  matters  incident to the  transactions
contemplated herein as the Administrative Agent may reasonably request).

     7. The  provisions of Section C. of this  Amendment  and the  provisions of
Section A of this  Amendment  relating  to the  Total  Canadian  Revolving  Loan
Commitment and the ability to incur Canadian  Revolving  Loans pursuant  thereto
shall become effective on the date (the "First  Amendment  Effective Date") when
(i) each  Revolving  Lender  existing on such date and each  Canadian  Revolving
Lender  listed on Schedule I attached  hereto  shall have  signed a  counterpart
hereof  (whether the same or different  counterparts)  and shall have  delivered
(including by way of  telecopier)  the same to the  Administrative  Agent at the
applicable  Notice  Office  and (ii)  the  Initial  Effective  Date  shall  have
occurred.

     8. Each Person providing a Canadian  Revolving Loan Commitment on the First
Amendment  Effective Date hereby represents to the Administrative  Agent, Silgan
and  each  Canadian  Revolving  Borrower,   that  such  Person  is:  (a)  not  a
non-resident  of Canada for  purposes  of the Income  Tax Act  (Canada);  (b) an
authorized  foreign  bank deemed to be  resident in Canada for  purposes of Part
XIII of the Income Tax Act  (Canada) in respect of all  amounts  payable to such
Person pursuant to any loans or extensions of credit under the Credit  Agreement
(as  in  effect  of  the  First  Amendment   Effective  Date);  (c)  a  Canadian
partnership,  within the  meaning  of that term for the  purposes  of  paragraph
212(13.1)(b)  of the Income Tax Act (Canada);  or (d) not liable for withholding
tax  pursuant  to Part XIII of the  Income  Tax Act  (Canada)  in respect of all
amounts  payable to such  Person  with  respect to any loans made by such Person
under the Credit Agreement (as in effect on the First Amendment Effective Date).

     9.  From  and  after  each of the  Initial  Effective  Date  and the  First
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 Initial  Effective Date or the
First Amendment Effective Date, as the case may be.

                                      * * *




                                      -42-
<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
                                  ---------------------------------------------
                                  Title: Senior Vice President, General Counsel
                                         and Secretary

                              SILGAN CONTAINERS CORPORATION
                              SILGAN PLASTICS CORPORATION
                              SILGAN CONTAINERS MANUFACTURING
                                 CORPORATION
                              SILGAN CAN COMPANY
                              827599 ONTARIO INC.
                              SILGAN PLASTICS CANADA INC.


                              By: /s/ Frank W. Hogan, III
                                  ---------------------------------------------
                                  Title: Vice President and Secretary


<PAGE>



                              DEUTSCHE BANK AG NEW YORK BRANCH,
                              Individually and as Administrative Agent


                              By: /s/ Omayra Laucella
                                  ---------------------------------------------
                                  Title: Vice President


                              By: /s/ Carin M. Keegan
                                  ---------------------------------------------
                                  Title: Vice President




<PAGE>



                             SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE CREDIT
                             AGREEMENT  AND  US PLEDGE  AGREEMENT,  DATED AS  OF
                             DECEMBER  19, 2005,  AMONG  SILGAN  HOLDINGS  INC.,
                             SILGAN  CONTAINERS   CORPORATION,  SILGAN  PLASTICS
                             CORPORATION,   SILGAN   CONTAINERS    MANUFACTURING
                             CORPORATION,  SILGAN  CAN  COMPANY, SILGAN PLASTICS
                             CANADA INC., 827599 ONTARIO INC., THE LENDERS  FROM
                             TIME TO  TIME PARTY TO  THE CREDIT  AGREEMENT,  AND
                             DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE
                             AGENT,  AND ACKNOWLEDGED  AND AGREED  TO BY EACH OF
                             THE OTHER CREDIT PARTIES.


                             NAME OF INSTITUTION:

                             DEUTSCHE BANK AG, CANADA BRANCH

                             By: /s/ Robert A. Johnston
                                 ----------------------------------------------
                                 Title: Vice President


                             By: /s/ Paul Jurist
                                 ----------------------------------------------
                                 Title: Managing Director and Principal Officer



                             BANK OF AMERICA, N.A. (CANADA BRANCH)

                             By: /s/ Medina Sales de Andrade
                                 ----------------------------------------------
                                 Title: Assistant Vice President

                             AIB DEBT MANAGEMENT LIMITED

                             By: /s/ Joseph Augustini
                                 ----------------------------------------------
                                 Title: Vice President
                                        Investment Advisor to AIB Debt
                                        Management Limited

                             By: /s/ Mark K. Connelly
                                 ----------------------------------------------
                                 Title: Vice President
                                        Investment Advisor to AIB Debt
                                        Management Limited


<PAGE>



                             ALLIED IRISH BANKS, P.L.C.

                             By: /s/ Joseph S. Augustini
                                 ----------------------------------------------
                                 Title: Vice President

                             By: /s/ Mark K. Connelly
                                 ----------------------------------------------
                                 Title: Vice President

                             BANK LEUMI USA

                             By: /s/ Joung Hee Hong
                                 ----------------------------------------------
                                 Title: Vice President

                             BANK OF AMERICA, N.A.

                             By: /s/ Colleen M Briscoe
                                 ----------------------------------------------
                                 Title: Vice President

                             BANK OF CHINA, NEW YORK BRANCH

                             By: /s/ William W. Smith
                                 ----------------------------------------------
                                 Title: Deputy General Manager

                             THE BANK OF EAST ASIA, LTD, NEW YORK BRANCH

                             By: /s/ Stanley H. Kung
                                 ----------------------------------------------
                                 Title: SVP & Chief Lending Officer

                             By: /s/ Douglas E. Price
                                 ----------------------------------------------
                                 Title: SVP & Chief Credit Officer

                             THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

                             By: /s/ Mark McGoldrick
                                 ----------------------------------------------
                                 Title: Managing Director

                             By: /s/ Brian Williams
                                 ----------------------------------------------
                                 Title: Vice President



<PAGE>



                             BNP PARIBAS

                             By: /s/ Rick Pace
                                 ----------------------------------------------
                                 Title: Managing Director

                             By: /s/ Angela Bentley-Arnold
                                 ----------------------------------------------
                                 Title: Vice President

                             THE BANK OF NEW YORK

                             By: /s/ Roger Grossman
                                 ----------------------------------------------
                                 Title: Vice President

                             BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                             By: /s/ Karen A. Brinkman
                                 ----------------------------------------------
                                 Title: Vice President

                             BRAYMOOR & CO.
                               By: Bear Stearns Asset Management, Inc. as its
                                   attorney-in-fact

                             By: /s/ Niall D. Rosenzweig
                                 ----------------------------------------------
                                 Title: Managing Director

                             BEAR STEARNS INSTITUITIONAL LOAN MASTER FUND
                               By: Bear Stearns Asset Management, Inc. as its
                                   attorney-in-fact

                             By: /s/ Niall D. Rosenzweig
                                 ----------------------------------------------
                                 Title: Managing Director

                             CHANG HWA COMMERCIAL BANK, LTD., NEW YORK

                             By: /s/ Jim C.Y. Chen
                                 ----------------------------------------------
                                 Title: VP & General Manager



<PAGE>



                             CREDIT INDUSTRIEL ET COMMERCIAL

                             By: /s/ Anthony Rock
                                 ----------------------------------------------
                                 Title: Vice President

                             By: /s/ Brian O'Leary
                                 ----------------------------------------------
                                 Title: Vice President

                             CITIZENS BANK OF MASSACHUSETTS

                             By: /s/ Cindy Chen
                                 ----------------------------------------------
                                 Title: Senior Vice President

                             COBANK, ACB

                             By: /s/ Michael Ryno
                                 ----------------------------------------------
                                 Title: Assistant Vice President

                             COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

                             By: /s/ Andrew P. Lusk
                                 ----------------------------------------------
                                 Title: Vice President

                             By: /s/ Barbara Peters
                                 ----------------------------------------------
                                 Title: Assistant Treasurer

                             DZ BANK AG-DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK

                             By: /s/ Bernd Franke
                                 ----------------------------------------------
                                 Title: Senior Vice President

                             By: /s/ James A. Kyprios
                                 ----------------------------------------------
                                 Title: Vice President

                             ERSTE BANK

                             By: /s/ Brandon A. Meyerson
                                 ----------------------------------------------
                                 Title: Vice President Erste Bank New York
                                        Branch

                             By: /s/ Bryan J. Lynch
                                 ----------------------------------------------
                                  Title: First Vice President


<PAGE>



                             FIRST INDIANA BANK, N.A.

                             By: /s/ David A. Linville
                                 ----------------------------------------------
                                 Title: Vice President

                             FORTIS CAPITAL CORP.

                             By: /s/ Douglas V. Riahi
                                 ----------------------------------------------
                                 Title: Managing Director

                             By: /s/ Paul Naumann
                                 ----------------------------------------------
                                 Title: Managing Director

                             GENERAL ELECTRIC CAPITAL CORPORATION

                             By: /s/ Brian Schwinn
                                 ----------------------------------------------
                                 Title: Duly Authorized Signatory

                             ING CAPITAL LLC

                             By: /s/ Gil Kirkpatrick
                                 ----------------------------------------------
                                 Title: Director

                             JPMORGAN CHASE BANK, N.A.

                             By: /s/ D. Scott Farquhar
                                 ----------------------------------------------
                                 Title: Vice President

                             LASALLE BANK NATIONAL ASSOCIATION

                             By: /s/ Lincoln Schoff
                                 ----------------------------------------------
                                 Title: Senior Vice President

                             MIZUHO CORPORATE BANK, LTD.

                             By: /s/ Robert Gallagher
                                 ----------------------------------------------
                                 Title: Senior Vice President

                             MORGAN STANLEY BANK

                             By: /s/ Daniel Twenge
                                 ----------------------------------------------
                                 Title: Vice President
                                        Morgan Stanley Bank



<PAGE>



                             NATIONAL CITY BANK

                             By: /s/ Michael Pearl
                                 ----------------------------------------------
                                 Title: Account Officer

                             NORTH FORK BUSINESS CAPITAL

                             By: /s/ Ronald Walker
                                 ----------------------------------------------
                                 Title: Vice President

                             THE NORTHERN TRUST COMPANY

                             By: /s/ Jeffrey B. Clark
                                 ----------------------------------------------
                                 Title: Senior Vice President

                             PEOPLE'S BANK

                             By: /s/ Francis J. McGinn
                                 ----------------------------------------------
                                 Title: Vice President

                             COOPERATIEVE CENTRALE RAIFFEISEN-
                             BOERENLEENBANK B.A. "RABOBANK
                             INTERNATIONAL", NEW YORK BRANCH

                             By: /s/ Betty Mills
                                 ----------------------------------------------
                                 Title: Executive Director

                             By: /s/ Brett Delfino
                                 ----------------------------------------------
                                 Title: Executive Director

                             SUMITOMO MITSUI BANKING CORPORATION

                             By: /s/ David A. Buck
                                 ----------------------------------------------
                                 Title: Senior Vice President

                             SOVEREIGN BANK

                             By: /s/ Daniel M. Grondin
                                 ----------------------------------------------
                                 Title: Senior Vice President

                             UFJ BANK LIMITED

                             By: /s/ Stephen C. Small
                                 ----------------------------------------------
                                 Title: Senior Vice President & Area Manager


<PAGE>



                             UNION BANK OF CALIFORNIA, N.A.

                             By: /s/ Matthew R. Krajniak
                                 ----------------------------------------------
                                 Title: Assistant Vice President

                             UNITED OVERSEAS BANK LIMITED, NY AGENCY

                             By: /s/ Wong, Kwong Yew
                                 ----------------------------------------------
                                 Title: FVP & General Manager

                             By: /s/ Philip Cheong
                                 ----------------------------------------------
                                 Title: VP & Deputy General Manager

                             U.S. BANK N.A.

                             By: /s/ M. Scott Donaldson
                                 ----------------------------------------------
                                 Title: Vice President
                                        U.S. Bank, N.A.

                             WACHOVIA BANK, NATIONAL ASSOCIATION

                             By: /s/ J. Andrew Phelps
                                 ----------------------------------------------
                                 Title: Vice President

                             WEBSTER BANK, NATIONAL ASSOCIATION

                             By: /s/ Barbara Agostini Keegan
                                 ----------------------------------------------
                                 Title: Vice President



<PAGE>


ACKNOWLEDGED AND AGREED
AS OF THE DATE WRITTEN ABOVE:

SILGAN LLC
   By: Silgan Containers Corporation,
       as Manager
SILGAN CORPORATION
RXI PLASTICS, INC.
SILGAN CLOSURES CORPORATION
SILGAN CLOSURES LLC
SILGAN CLOSURES HOLDING COMPANY
SILGAN CLOSURES INTERNATIONAL HOLDING COMPANY
SILGAN EQUIPMENT COMPANY
SILGAN TUBES CORPORATION
SILGAN TUBES HOLDING COMPANY
828745 ONTARIO INC.
827599 ONTARIO INC.
SILGAN PLASTICS CANADA INC.


By: /s/ Frank W. Hogan, III
    -------------------------------------------
    Title: Vice President and Secretary




<PAGE>


                                                                     SCHEDULE XI
                                                                     -----------

        Provisions Relating to Bankers' Acceptances, Bankers' Acceptance
        ----------------------------------------------------------------
                          Loans and B/A Discount Notes
                          ----------------------------

BANKERS' ACCEPTANCES

Acceptances and Drafts.

     1.  Each  Canadian  Revolving  Lender  severally  agrees,  on the terms and
conditions of the Credit Agreement and this Schedule XI and from time to time on
any Business Day prior to the Canadian  Revolving  Loan Maturity Date (i) in the
case of a B/A Lender to create Bankers'  Acceptances by accepting  Drafts and to
purchase such Bankers' Acceptances in accordance with Section 6 of this Schedule
XI and the  Credit  Agreement  and  (ii) in the  case of a  Non-B/A  Lender,  to
purchase  completed  Drafts  (which  have not and will not be  accepted  by such
Lender or any other Canadian  Incremental  Term Loan Lender) in accordance  with
Section 6 of this Schedule XI and the Credit Agreement.

     2.  Each  Bankers'  Acceptance  shall  be  in  a  minimum  Face  Amount  of
Cdn.$1,000,000 and in an integral multiple of Cdn.$100,000, and shall consist of
the creation and purchase of Bankers'  Acceptances  or the purchase of Drafts on
the same day, in each case for the B/A Discount  Proceeds,  effected or arranged
by the Canadian  Revolving Lenders in accordance with Section 6 of this Schedule
XI and the  Credit  Agreement  and  their  respective  Canadian  Revolving  Loan
Commitments.

     3. If the Administrative  Agent or Canadian  Sub-Agent  determines that the
Bankers'  Acceptances  to be created and  purchased or Drafts to be purchased on
the making of any Bankers' Acceptance Loan (upon a conversion or otherwise) will
not be created  and  purchased  ratably  by the  Canadian  Revolving  Lenders in
accordance  with  this  Schedule  XI and  the  Credit  Agreement,  then  (i) the
requested  Face Amount of Bankers'  Acceptances  and Drafts  shall be reduced to
such lesser amount as the Administrative  Agent or Canadian Sub-Agent determines
will  permit  ratable  sharing  and (x) the amount by which the  requested  Face
Amount shall have been so reduced shall be converted or  continued,  as the case
may be, as a  Canadian  Prime  Rate Loan to be made  contemporaneously  with the
making of such Bankers'  Acceptance Loan or (y) each Canadian Revolving Borrower
may  cancel  part of,  or  withdraw  in its  entirety,  the  related  Notice  of
Borrowing,  or (ii) the  Administrative  Agent or Canadian Sub-Agent may, acting
reasonably at the request of any Canadian Revolving Borrower, deem any Notice of
Borrowing  delivered in such circumstances of a Bankers'  Acceptance Loan to be,
in its entirety, a Notice of Borrowing for Canadian Prime Rate Loans, and make a
Canadian Prime Rate Loan to such Canadian  Revolving Borrower in the full amount
as  originally  requested  as a  Bankers'  Acceptance  Loan  in such  Notice  of
Borrowing.

Form of Drafts.

     4. Each Draft presented by a Canadian  Revolving Borrower shall (i) be in a
minimum  Face  Amount  of  Cdn.  $1,000,000  and  in  an  integral  multiple  of
Cdn.$100,000,  (ii) be dated the date of the making of such Bankers'  Acceptance
Loan,  and (iii)  mature and be payable by the Canadian  Revolving  Borrower (in
common  with all  other  Drafts  presented  in  connection  with  such  Bankers'
Acceptance Loan) on a Business Day which occurs  approximately 30, 60, 90

<PAGE>

or 180 days (or such  longer  period  as the  Administrative  Agent or  Canadian
Sub-Agent and each Canadian  Revolving  Lender may agree) at the election of the
relevant Canadian  Revolving  Borrower after the Drawing Date and on or prior to
the Maturity Date.

Procedure for Drawing

     5. Each  Bankers'  Acceptance  Loan  shall be made in  accordance  with the
notice provisions given by any Canadian Revolving Borrower by way of a Notice of
Borrowing to the  Canadian  Sub-Agent as set forth in Section 1.03 of the Credit
Agreement.

     6. Not later than 2:00 p.m.  (Toronto time) on an applicable  Drawing Date,
each Canadian  Revolving  Lender shall complete one or more Drafts in accordance
with the Notice of  Borrowing  and either (i) accept the Drafts and purchase the
Bankers' Acceptances so created for the B/A Discount Proceeds,  or (ii) purchase
the Drafts for the B/A Discount Proceeds.  In each case, upon receipt of the B/A
Discount Proceeds and upon fulfillment of the applicable conditions set forth in
Section 5.02 of the Credit  Agreement,  the Canadian  Sub-Agent shall make funds
available to the relevant Canadian Revolving Borrower.

     7. Each Canadian  Revolving  Borrower shall, at the request of any Canadian
Revolving Lender,  issue one or more non-interest bearing promissory notes (each
a "B/A Discount  Note") payable on the date of maturity of the unaccepted  Draft
referred  to below in this  section,  in such  form as such  Canadian  Revolving
Lender may specify and in a principal amount equal to the Face Amount of, and in
exchange  for, any  unaccepted  Drafts which the Canadian  Revolving  Lender has
purchased  in  accordance  with  Section 6 of this  Schedule  XI and the  Credit
Agreement.

     8. Bankers'  Acceptances  purchased by a Canadian  Revolving  Lender may be
held by it for its own account until the contract maturity date or sold by it at
any time prior to that date in any  relevant  Canadian  market in such  Lender's
sole discretion.  Each Canadian Revolving  Borrower hereby renounces,  and shall
not claim or request or require  any Lender to claim,  any days of grace for the
payment of any Bankers' Acceptance.

Presigned Draft Forms.

     9. To enable the Canadian Revolving Lenders to create Bankers'  Acceptances
or complete  Drafts in the manner  specified in this  Schedule XI and the Credit
Agreement, each Canadian Revolving Borrower shall supply each Canadian Revolving
Lender with such number of Drafts as it may  reasonably  request,  duly endorsed
and  executed  on  behalf  of such  Canadian  Revolving  Borrower.  No  Canadian
Revolving Lender shall be responsible or liable for its failure to accept and/or
purchase a B/A  Instrument if the cause of such failure is, in whole or in part,
due to the failure of any Canadian  Revolving  Borrower to provide duly executed
and endorsed  B/A  Instruments  to such  Canadian  Revolving  Lender on a timely
basis. Each Canadian Revolving Lender will exercise such care in the custody and
safekeeping  of Drafts as it would  exercise in the custody and  safekeeping  of
similar  property owned by it and will,  upon request by the Canadian  Revolving
Borrower,  promptly  advise the  Canadian  Revolving  Borrower of the number and
designations,  if  any,  of  uncompleted  Drafts  held  by it for  the  Canadian
Revolving  Borrower.  The  signature  of any officer of the  Canadian  Revolving
Borrower on a Draft may be


<PAGE>

mechanically reproduced and B/A Instruments bearing facsimile signature shall be
binding  upon the  Canadian  Revolving  Borrower  as if they  had been  manually
signed.  Even if the individuals whose manual or facsimile  signature appears on
any B/A  Instrument no longer hold office on the date of signature,  at the date
of its  acceptance  by the Canadian  Revolving  Lender or at any time after such
date, any B/A Instrument so signed shall be valid and binding upon each Canadian
Revolving Borrower.

     10.  Upon the  request of any  Canadian  Revolving  Lender,  each  Canadian
Revolving  Borrower shall provide to such Canadian  Revolving  Lender a power of
attorney to complete,  sign, endorse and issue B/A Instruments on behalf of such
Canadian Revolving Borrower in form and substance  satisfactory to such Canadian
Revolving  Lender.  Alternatively,  at the  request  of any  Canadian  Revolving
Lender,  each  Canadian  Revolving  Borrower  shall  deliver  to such  lender  a
"depository  bill" which complies with the  requirements of the Depository Bills
and Notes Act  (Canada),  and hereby  consents  to the  deposit of any  Bankers'
Acceptance in the form of a depository  bill in the  book-based  debt  clearance
systems  maintained by the Canadian  Depository  of Securities  Limited or other
recognized  clearing  house.  In such  circumstances,  the  delivery of Bankers'
Acceptances   shall  be  governed  by  the  clearance   procedures   established
thereunder.

Payment, Conversion or Renewal of B/A Instruments.

     11. Upon the maturity of a B/A Instrument, each Canadian Revolving Borrower
may (i)  elect to issue a  replacement  B/A  Instrument  by  giving a Notice  of
Borrowing in accordance with Section 1.03 of the Credit Agreement, (ii) elect to
have all or a portion of the Face Amount of the B/A  Instrument  converted  to a
Canadian  Prime Rate Loan by giving a Notice of  Borrowing  in  accordance  with
Section  1.03 of the Credit  Agreement,  or (iii) pay,  on or before  12:00 Noon
(Toronto  time)  on the  maturity  date for the B/A  Instrument,  an  amount  in
Canadian Dollars equal to the Face Amount of the B/A Instrument (notwithstanding
that the Canadian  Revolving  Lender may be the holder of it at  maturity).  Any
such payment shall satisfy the Canadian Revolving  Borrower's  obligations under
the B/A  Instrument  to which it relates  and the  relevant  Canadian  Revolving
Lender shall then be solely responsible for the payment of the B/A Instrument.

     12. If any Canadian Revolving Borrower fails to pay any B/A Instrument when
due or issue a replacement in the Face Amount of such B/A Instrument pursuant to
Section 11 of this  Schedule XI or fails to elect to convert all or a portion of
the Face Amount of such B/A Instrument to a Canadian Prime Rate Loan pursuant to
clause (ii) of Section 11 of this Schedule XI, the unpaid amount due and payable
shall be converted to a Canadian Prime Rate Loan made by the Canadian  Revolving
Lenders ratably under the applicable Tranche and shall bear interest  calculated
and payable as provided in Section 1.08 of the Credit Agreement. This conversion
shall  occur as of the due date and  without  any  necessity  for such  Canadian
Revolving Borrower to give any notice thereof.

     13. On any date on which a Bankers' Acceptance Loan is created,  purchased,
converted  or  continued,  the Canadian  Sub-Agent  shall be entitled to net all
amounts payable on such date by the Canadian  Sub-Agent to a Canadian  Revolving
Lender  against  all  amounts  payable on such date by such  Canadian  Revolving
Lender to the  Canadian  Sub-Agent.

<PAGE>

Similarly,  on any such date each Canadian  Revolving Borrower hereby authorizes
each Canadian  Revolving  Lender to net all amounts payable on such date by such
Canadian  Revolving  Lender to the  Canadian  Sub-Agent  for the account of such
Canadian  Revolving  Borrower,  against all amounts payable on such date by such
Canadian Revolving Borrower to such Canadian Revolving Lender in accordance with
the Canadian Sub-Agent's calculations.

     14. Except for the requirement to pay immediately upon  acceleration of the
Canadian  Revolving  Loans pursuant to Section 9 of the Credit  Agreement,  each
Canadian  Revolving  Borrower  shall pay to the Canadian  Sub-Agent an amount in
Canadian  Dollars  equal to the Face  Amount of each  Bankers'  Acceptance  Loan
requested  by such  Canadian  Revolving  Borrower on the  maturity  date thereof
(notwithstanding  that the Canadian  Revolving Lender may be the holder of it at
maturity).

Circumstances Making Bankers' Acceptances Unavailable.

     15. If, for any reason a market for bankers'  acceptances does not exist at
any time or the  Canadian  Revolving  Lenders  cannot for other  reasons,  after
reasonable  efforts,  readily sell bankers'  acceptances  or perform their other
obligations under this Agreement with respect to bankers'  acceptances,  in each
case,  as  determined  in good  faith by the  Administrative  Agent or  Canadian
Sub-Agent acting reasonably and in respect of which the Administrative  Agent or
Canadian Sub-Agent shall have given notice to the Canadian  Revolving  Borrowers
of the  occurrence  and  particulars  thereof,  there is no market for  Bankers'
Acceptances,  (i) the right of each  Canadian  Revolving  Borrower  to request a
Bankers'  Acceptance Loan shall be suspended until the  circumstances  causing a
suspension no longer exist,  (ii) any  applicable  Notice of Borrowing  which is
outstanding shall either: (x) be cancelled and the requested Bankers' Acceptance
Loan shall not be made or (y) the  Administrative  Agent or  Canadian  Sub-Agent
may, acting reasonably and taking into account any circumstances  then affecting
the Canadian  Revolving  Lenders and the availability of Loans, at the direction
of such Canadian Revolving Borrower, deem the aforementioned Notice of Borrowing
a Notice of Borrowing for Canadian Prime Rate Loans.

     16. The  Administrative  Agent or Canadian  Sub-Agent shall promptly notify
each Canadian  Revolving  Borrower of the suspension of such Canadian  Revolving
Borrower's right to request a Bankers' Acceptance Loan and of the termination of
any suspension.


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