SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of February 10, 2021, among Silgan Holdings LLC, Silgan Corporation, Silgan Containers LLC, Silgan Plastics LLC, Silgan White Cap LLC, Silgan Containers Manufacturing Corporation, Silgan Plastics Corporation, Silgan Tubes Holding Company, Silgan White Cap Corporation, Silgan Closures International Holding Company, Silgan White Cap Americas LLC, Silgan Equipment Company, Silgan ipec Corporation, Silgan Plastic Food Containers Corporation, Portola Packaging LLC, Silgan Dispensing Systems Holdings Company, Silgan Dispensing Systems Corporation, Silgan Dispensing Systems Slatersville LLC, Silgan Dispensing Systems Thomaston Corporation, Silgan Dispensing Systems Metal Holdings Corporation, Silgan Dispensing Systems Metal Real Estate Corporation, Silgan Dispensing Systems Covit America Corporation (each a Guaranteeing Subsidiary and collectively the Guaranteeing Subsidiaries), each a subsidiary of Silgan Holdings Inc. (or its permitted successor), a Delaware corporation (the Company), the Company, and U.S. Bank National Association, as trustee under the Indenture referred to below (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, and a First Supplemental Indenture, dated as of February 26, 2020 (collectively, the Indenture), providing for the issuance of $600,000,000 of its 41⁄8% Senior Notes due 2028 (the Notes);
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Companys Obligations under the Notes and the Indenture on the terms and conditions set forth herein (each guarantee a Subsidiary Guarantee); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture, including but not limited to Article 10 thereof.
3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Company or any Subsidiary Guarantor under the Notes, the