February 3, 2021
WELLS FARGO SECURITIES, LLC
BOFA SECURITIES, INC.
As Representatives of the Initial Purchasers
c/o Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Ladies and Gentlemen:
Introductory. Silgan Holdings Inc., a Delaware corporation (the Company), proposes to issue and sell to Wells Fargo Securities, LLC (Wells Fargo Securities) and BofA Securities, Inc. (BofA Securities) and the other several Initial Purchasers named in Schedule A (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500 million aggregate principal amount of the Companys 1.400% Senior Secured Notes due 2026 (the Notes). Wells Fargo Securities and BofA Securities have agreed to act as the representatives of the several Initial Purchasers (the Representatives) in connection with the offering and sale of the Securities (as defined below).
The Securities will be issued pursuant to an indenture, to be dated as of February 10, 2021 (the Indenture), among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (in such capacity, the Trustee) and collateral agent (in such capacity, the Collateral Agent). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (DTC), pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the DTC Agreement) between the Company and DTC.
The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally by (i) each of the Companys existing wholly-owned U.S. subsidiaries that guarantees the obligations of the Company and the other borrowers under the amended and restated Credit Agreement, dated as of March 24, 2017, as amended (the Credit Agreement), by and among the Company, Silgan Containers LLC, Silgan Plastics LLC, Silgan Containers Manufacturing Corporation, Silgan Plastics Canada Inc., Silgan International Holdings B.V. and such other borrowers party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A., Goldman Sachs Bank USA, HSBC Bank USA, National Association, Mizuho Bank, Ltd. and Coöperatieve Rabobank U.A., New York Branch, as Co-Syndication Agents, JP Morgan Chase Bank, N.A., Sumitomo Mitsui Banking Corporation, MUFG Bank, Ltd., TD Bank, N.A. and CoBank, ACB, as Co-Documentation Agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, HSBC Bank USA, National Association, Mizuho Bank, Ltd. and Coöperatieve Rabobank U.A., New York Branch, as Joint Lead Arrangers and Joint Bookrunners, and the various lenders party thereto, which subsidiaries, as of the Closing Date, are set forth on Schedule C hereto and (ii) any U.S. subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (the subsidiaries of the Company described clauses (i) and (ii), collectively, the Guarantors), pursuant to their guarantees (the Guarantees). The Notes and the Guarantees attached thereto are herein collectively referred to as the Securities.