FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of February 26, 2020, by and between SILGAN HOLDINGS INC., a Delaware corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of November 12, 2019, providing for the issuance of 4 1/8% Senior Notes due 2028 (the Indenture);
WHEREAS, pursuant to and on the date of the Indenture, the Company initially issued $400,000,000 aggregate principal amount of its 4 1/8% Senior Notes due 2028 (the Initial Notes);
WHEREAS, Sections 2.02 and 9.01 of the Indenture provide that Additional Notes may be issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and, except as set forth therein, shall have the same terms as to status, redemption or otherwise as the Initial Notes;
WHEREAS, the Company desires to execute and deliver this Supplemental Indenture for the purpose of issuing an additional $200,000,000 aggregate principal amount of 4 1/8% Senior Notes due 2028, having terms identical in all material respects to the Initial Notes (the Additional 2028 Notes and, together with the Initial Notes, the Notes) to be authenticated and delivered as provided in the Indenture;
WHEREAS, all conditions and requirements necessary to the execution and delivery of this Supplemental Indenture have been done and performed and the execution and delivery hereof has been in all respects duly authorized; and
WHEREAS, Section 9.01(6) of the Indenture provides that the Company and the Trustee may supplement the Indenture without the consent of any Holder to provide for the issuance of Additional Notes in accordance with the terms of the Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
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Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.