EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 
 INCREMENTAL
TERM LOAN COMMITMENT AGREEMENT 
 April 17, 2020 

Silgan Holdings Inc. 
 4 Landmark Square 

Suite 400 
 Stamford, Connecticut 06901 

Re: Incremental Term Loan Commitments 
 Ladies and
Gentlemen: 
 Reference is hereby made to the Amended and Restated Credit Agreement, dated as of March 24, 2017 (as further amended,
supplemented and/or modified from time to time, the “Credit Agreement”), among Silgan Holdings Inc. (“Silgan”), Silgan Containers LLC (“Containers”), Silgan Plastics LLC
(“Plastics”), Silgan Containers Manufacturing Corporation (“Manufacturing”), Silgan Plastics Canada Inc. (“Silgan Canada”), Silgan International Holdings B.V. (“Silgan International
B.V.”), each other Borrower from time to time party thereto (together with Silgan, Containers, Plastics, Manufacturing, Silgan Canada and Silgan International B.V., the “Borrowers”, and each, a “Borrower”),
the lenders from time to time party thereto (the “Lenders”, and each, a “Lender”) and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent. Unless
otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Credit Agreement. 
 Each Lender
(each an “Incremental Term A-1 Loan Lender”) party to this letter agreement (this “Agreement”) hereby severally agrees to provide the Incremental Term Loan Commitment set
forth opposite its name on Annex I attached hereto (for each such Incremental Term A-1 Loan Lender, its “Incremental Term A-1 Loan Commitment”).
Each Incremental Term A-1 Loan Commitment provided pursuant to this Agreement shall be subject to all of the terms and conditions set forth in the Credit Agreement, including, without limitation, Sections
2.01(d) and 2.14 thereof. 
 Each Incremental Term A-1 Loan Lender, Silgan and the
Administrative Agent acknowledge and agree that the Incremental Term A-1 Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term A-1 Loan
Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term A-1 Loans (as defined in Annex I) pursuant to such Incremental Term A-1 Loan Commitments, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other applicable Credit Documents. Each Incremental Term A-1 Loan Lender, Silgan and the Administrative Agent further agree that, with respect to the Incremental Term A-1 Loan Commitment provided by each Incremental Term A-1 Loan Lender pursuant to this Agreement, such Incremental Term A-1 Loan Lender shall receive from Silgan such upfront fees, unutilized commitment fees and/or other fees, if
any, as may be separately agreed to in writing with Silgan and acknowledged by the Administrative Agent, all of which fees shall be due and payable to such Incremental Term A-1 Loan Lender on the terms and
conditions set forth in each such separate agreement. 
 Furthermore, each of the parties to this Agreement hereby agree to the terms and
conditions set forth on Annex I hereto in respect of each Incremental Term A-1 Loan Commitment provided pursuant to this Agreement. 

  
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 Each Incremental Term A-1 Loan Lender party to this
Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) shall be deemed to be a “Lender” as defined in the Credit Agreement, (ii) agrees it will be bound as a “Lender” by all of
the terms, provisions and conditions contained in the Credit Agreement and the other Credit Documents, (iii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial
statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iv) agrees that
it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement and the other Credit Documents, (v) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement
and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (vi) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, (vii) shall be entitled to the benefits, rights and remedies as such
set forth in the Credit Agreement, and (viii) in the case of each Incremental Term A-1 Loan Lender organized under the laws of a jurisdiction outside the United States, has provided the forms and/or
Certificates referred to in Section 5.04(b) of the Credit Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be
made to it by Silgan under the Credit Agreement and the other Credit Documents. 
 Upon the date of (i) the execution of a counterpart
of this Agreement by each Incremental Term A-1 Loan Lender, the Administrative Agent, Silgan and each US Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including
by way of facsimile) hereof, together with all Annexes hereto, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in
Section 10 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term A-1 Loan Lender party hereto (i) shall be obligated to
make the Incremental Term A-1 Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (ii) to
the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. 

Silgan acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term A-1 Loan Commitments provided hereby including, without limitation, all Incremental Term A-1 Loans made pursuant thereto, and (ii) all such Obligations (including all
such Incremental Term A-1 Loans) shall be entitled to the benefits of the respective Security Documents and Guaranties as, and to the extent, provided in the Credit Agreement and in such other Credit
Documents. 
 Each US Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term A-1 Loan Commitments provided hereby and all Incremental Term A-1 Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the respective Guaranties as, and
to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of the respective Security Documents as, and to the extent, provided therein and in the Credit Agreement. 

The Obligations to be incurred pursuant to the Incremental Term A-1 Loan Commitments provided
hereunder are in accordance with, will not violate the provisions of, the Senior Notes Documents and any Additional Permitted Indebtedness Document (in each case, to the extent that any of the foregoing are in


  
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effect), and will constitute “Senior Indebtedness” and “Designated Senior Indebtedness” (or any comparable terms) for the purpose of any Permitted Subordinated Indebtedness to
the extent in effect. 
 You may accept this Agreement by signing in the space provided below, and returning one copy of same to us before
the close of business on April 17, 2020. If you do not so accept this Agreement by such time, our Incremental Term A-1 Loan Commitments set forth in this Agreement shall be deemed canceled. 

After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and
by facsimile transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to
Section 12.12 of the Credit Agreement. 
 In the event of any conflict between the terms of this Agreement and
those of the Credit Agreement, the terms of the Credit Agreement shall control. 
 ***** 

  
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 THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE
STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES. 
  

			
	Very truly yours,
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and an Incremental Term A-1 Loan Lender




			
		
	By	 	 /s/ Kay Reedy

	Name:	 	Kay Reedy
	Title	 	Managing Director



  
 Silgan Holdings Inc.

 Incremental Term Loan Commitment Agreement 

Signature Page 














			
	Bank of America, N.A., as an Incremental Term A-1 Loan Lender
		
	By	 	 /s/ Erron Powers

	Name:	 	Erron Powers
	Title:	 	Director



  
 Silgan Holdings Inc.

 Incremental Term Loan Commitment Agreement 

Signature Page 














			
	Mizuho Bank, Ltd., as an Incremental Term A-1 Loan Lender
		
	By	 	 /s/ Donna DeMagistris

	Name:	 	Donna DeMagistris
	Title	 	Authorized Signatory


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













			
	 GOLDMAN SACHS BANK USA,
 as an
Incremental Term A-1 Loan Lender

		
	By	 	 /s/ Thomas M Manning

	Name:	 	Thomas M Manning
	Title:	 	Authorized Signatory


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













			
	Coöperative Rabobank U.A., New York Branch, as an Incremental Term A-1 Loan Lender
		
	By	 	 /s/ Claire Laury

	Name:	 	Claire Laury
	Title:	 	Executive Director
		
	By	 	 /s/ Irene Stephens

	Name:	 	Irene Stephens
	Title:	 	Executive Director


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













			
	CoBank, ACB, as an Incremental Term A-1 Loan Lender
		
	By	 	 /s/ Gustave Radcliffe

	Name:	 	Gustave Radcliffe
	Title:	 	Executive Director


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













			
	SUMITOMO MITSUI BANKING CORPORATION, as an Incremental Term A-1 Loan Lender
		
	By	 	 /s/ Jun Ashley

	Name:	 	Jun Ashley
	Title:	 	Director


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













			
	TD BANK, N.A., as an Incremental Term A-1 Loan Lender
		
	By	 	 /s/ Uk-Sun Kim

	Name:	 	Uk-Sun Kim
	Title:	 	Senior Vice President


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













			
	JPMorgan Chase Bank, N.A., as an Incremental Term A-1 Loan Lender
		
	By	 	 /s/ Alicia Schreibstein

	Name:	 	Alicia Schreibstein
	Title:	 	Executive Director


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 












 
			
	COMPEER FINANCIAL, PCA, as an Incremental Term A-1 Loan Lender
		
	By	 	 /s/ Daniel J. Best

	Name:	 	Daniel J. Best
	Title:	 	Director, Capital Markets


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













			
	AgCountry Farm Credit Services, PCA (f/k/a FCS Commercial Finance Group, for AgCountry Farm Credit Services, PCA), as Incremental Term A-1 Loan Lender
		
	By	 	 /s/ Warren Shoen

	Name:	 	Warren Shoen
	Title:	 	Senior Vice President


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













			
	Capital One, National Association, as an Incremental Term A-1 Loan Lender
		
	By	 	 /s/ Patrick J. McCarthy

	Name:	 	Patrick J. McCarthy
	Title:	 	Senior Vice President


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













			
	 The Bank of East Asia, Limited, New York Branch,

as an Incremental Term A-1 Loan Lender

		
	By	 	 /s/ James Hua

	Name:	 	James Hua
	Title:	 	SVP
		
	By	 	 /s/ Kitty Sin

	Name:	 	Kitty Sin
	Title:	 	SVP


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













			
	BANCO DE SABADELL, S.A., MIAMI BRANCH, as an Incremental Term A-1 Loan Lender
		
	By:	 	 /s/ Ignacio Alcaraz

	Name:	 	Ignacio Alcaraz
	Title	 	Head of Structured Finance Americas


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













			
	People’s United Bank, National Association as an Incremental Term A-1 Loan Lender
		
	By	 	 /s/ Darci Buchanan

	Name:	 	Darci Buchanan
	Title:	 	Senior Vice President


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













							
		 	Raiffesien Bank International AG, as an Incremental Term A-1 Loan Lender
				
		 	By	 	 /s/ Valerie Croy-Markones
	 	 /s/ Mag.M.A. ZIETZ Andreas

		 	Name:	 	Valerie Croy-Markones	 	Mag.M.A. ZIETZ Andreas
		 	Title	 	Head of Corporate Customers Mid Office	 	Head of LIC Corporate & FI East

 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













			
	Agreed and Accepted:
	
	SILGAN HOLDINGS INC.
		
	By:	 	 /s/ Frank W. Hogan, III

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

 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 












 Each US Guarantor acknowledges and agrees to each the foregoing provisions of this
Incremental Term Loan Commitment Agreement and to the incurrence of the Incremental Term A-1 Loans to be made pursuant thereto. 

 

			
	SILGAN CONTAINERS LLC, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

	Name:	 	Frank W. Hogan, III
	Title:	 	Vice President and Secretary
	
	SILGAN PLASTICS LLC, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

	Name:	 	Frank W. Hogan, III
	Title:	 	Vice President, General Counsel and Secretary
	
	SILGAN CONTAINERS MANUFACTURING CORPORATION, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

	Name:	 	Frank W. Hogan, III
	Title:	 	Vice President and Secretary
	
	SILGAN HOLDINGS LLC, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

	Name:	 	Frank W. Hogan, III
	Title:	 	Senior Vice President, General Counsel and Secretary
	
	SILGAN CLOSURES INTERNATIONAL HOLDING COMPANY, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

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


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













			
	
	SILGAN EQUIPMENT COMPANY, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

	Name:	 	Frank W. Hogan, III
	Title:	 	Vice President and Secretary
	
	SILGAN TUBES HOLDING COMPANY, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

	Name:	 	Frank W. Hogan, III
	Title:	 	Vice President, General Counsel and Secretary
	
	SILGAN PLASTICS CORPORATION, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

	Name:	 	Frank W. Hogan, III
	Title:	 	Vice President, General Counsel and Secretary
	
	SILGAN WHITE CAP LLC, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

	Name:	 	Frank W. Hogan, III
	Title:	 	Vice President and Secretary
	
	SILGAN WHITE CAP CORPORATION, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

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


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page 













			
	
	SILGAN WHITE CAP AMERICAS LLC, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

	Name:	 	Frank W. Hogan, III
	Title:	 	Vice President and Secretary
	
	SILGAN IPEC CORPORATION, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

	Name:	 	Frank W. Hogan, III
	Title:	 	Vice President and Secretary
	
	SILGAN PLASTIC FOOD CONTAINERS CORPORATION, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

	Name:	 	Frank W. Hogan, III
	Title:	 	Vice President and Secretary
	
	PORTOLA PACKAGING LLC, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

	Name:	 	Frank W. Hogan, III
	Title:	 	Vice President and Secretary
	
	SILGAN CORPORATION, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

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



Silgan Holdings Inc. 
 Incremental
Term Loan Commitment Agreement 
 Signature Page 













			
	
	SILGAN DISPENSING SYSTEMS CORPORATION, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

	Name:	 	Frank W. Hogan, III
	Title:	 	Vice President and Secretary
	
	SILGAN DISPENSING SYSTEMS SLATERSVILLE LLC, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

	Name:	 	Frank W. Hogan, III
	Title:	 	Vice President and Secretary
	
	SILGAN DISPENSING SYSTEMS HOLDINGS COMPANY, as a Guarantor
		
	By:	 	 /s/ Frank W. Hogan, III

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


 Silgan Holdings Inc. 

Incremental Term Loan Commitment Agreement 

Signature Page