EX-10.4

**Exhibit 10.4 **

**Execution Version **

CONFIDENTIAL

October 17, 2026

Silgan Metal Packaging LLC

c/o American Industrial Partners

450 Lexington Avenue, 40th Floor

New York, NY 10017

Attention: Barry Price & Jordan Ransom

c/o Silgan Holdings, Inc.

601 Merritt Seven, First Floor

Norwalk, CT 06851

Attention: Frank Hogan

*Project Voyage *

*Commitment Letter *

Ladies and Gentlemen:

You have advised Wells Fargo Bank, National Association (“Wells Fargo Bank”), Wells Fargo Securities, LLC (“Wells Fargo Securities” and, together with Wells Fargo Bank, “Wells Fargo”), Goldman Sachs Bank USA (“Goldman Sachs”), Royal Bank of Canada (“RBC”), RBC Capital Markets1 (“RBCCM”), Deutsche Bank AG New York Branch (“DBNY”), Deutsche Bank Securities Inc. (“DBSI” and, together with DBNY, “DB”), Bank of America, N.A. (“Bank of America”), BofA Securities, Inc. (together with its designees and affiliates, “BofA Securities” and, together with Wells Fargo, Goldman Sachs, RBC, RBCCM, DB, Bank of America and each Additional Arranger appointed pursuant to Section*** 2* below, the “Commitment Parties”, “us” or “we”) that you intend to consummate the other transactions described in the Transaction Summary attached hereto (the “Transaction Summary”). Capitalized terms used but not defined herein have the meanings assigned to them in the Exhibits and Annexes (including the Definitions Annex) attached hereto (such Exhibits and Annexes, together with this letter, collectively, the “Commitment Letter”).

| | | | : | :----------------------------------------------------------------------------------------------------- | | 1 | RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its |

In connection with the Transactions, (i) each of Wells Fargo Bank, Goldman Sachs, RBC, DBNY and Bank of America is pleased to advise you of its commitment to provide the percentage of the principal amount of the Initial Term Facility set forth opposite its name on the Commitments Schedule attached hereto, on the terms set forth in this Commitment Letter and Exhibit B attached hereto (the “Term Sheet”) (in such capacity, together with any other Initial Term Lenders appointed as described below, the “Initial Term Lenders”) (and hereby commits to provide its ratable share of any increase required as a result of original issue discount or upfront fees required to be funded in connection with the “market flex” provisions of the Fee Letter (as defined below) in respect of the Initial Term Facility) (“Flex OID”), and (ii) each of Wells Fargo Bank, Goldman Sachs, RBC, DBNY and Bank of America is pleased to advise you of its commitment to provide the percentage of the principal amount of the Revolving Facility set forth opposite its name on the Commitments Schedule attached hereto, on the terms set forth in this Commitment Letter and the Term Sheet (in such capacity, together with any other Initial Revolving Lenders appointed as described below, the “Initial Revolving Lenders”, and, together with the Initial Term Lenders, the “Initial Lenders”), in each case subject solely to the satisfaction or waiver of the conditions set forth in the Conditions Exhibit attached hereto as Exhibit C (the “Conditions Exhibit”). The commitments herein of each Initial Lender are several and not joint.

It is agreed that (i) Wells Fargo Securities, Goldman Sachs, RBCCM, DBSI and BofA Securities will act as joint lead arrangers and bookrunners for the Initial Term Facility and the Revolving Facility (in such capacity, each, a “Lead Arranger”, and collectively, the “Lead Arrangers”) and (ii) Wells Fargo Bank will act as sole administrative agent for the Facilities (in such capacity, the “Administrative Agent”).

You may, on or prior to the 20th business day after the Acceptance Date (as defined below), appoint additional lead arrangers, bookrunners, managers, agents or co-agents in respect of the applicable Facility or confer other titles in respect of each Facility (each such person, an “Additional Arranger”) and you may allocate up to 30% in the aggregate of the commitments and corresponding compensatory economics with respect to each of the Facilities to such Additional Arrangers (it being agreed that (x) each such Additional Arranger (or its affiliate) shall assume a proportion of the commitments with respect to the Facilities on a pro rata basis that is equal to the proportion of the economics allocated to such Additional Arranger (or its affiliate) in respect of the Facilities and (y) the commitment amounts of, and the economics allocated to, the Commitment Parties party hereto immediately prior to such appointment in respect of the Facilities will be proportionately reduced by the commitment amounts of, and economics allocated to, each such Additional Arranger (or its affiliate), in each case upon the execution and delivery by such Additional Arranger (or its affiliate) of customary joinder documentation (which may be in the form of an amendment and restatement of this Commitment Letter) (a “Joinder”)) and, thereafter, each such Additional Arranger (and its affiliate) shall constitute a “Commitment Party” and “Lead Arranger”, “Initial Term Lender” and/or “Initial Revolving Lender” (as applicable) and an “Initial Lender” under this Commitment Letter and under the Fee Letter referred to below.

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It is further agreed that (i) Wells Fargo Securities will have “lead left” placement on the cover page of any marketing materials for the Initial Dollar Term Facility and the Revolving Facility and (ii) Goldman Sachs will have “lead left” placement on the cover page of any marketing materials for the Initial Euro Term Facility, and, in each case, will hold the roles and responsibilities conventionally understood to be associated with such name placement. Except as provided above, no other agents, co-agents, arrangers, managers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Commitment Letter and the Fee Letter) will be paid to any Lender (as defined below) in order to obtain its commitment to participate in the Facilities unless you and we shall so agree. Any Excluded Party (as defined below) of an Additional Arranger shall be treated in the same manner as an Excluded Party of a Lead Arranger.

We reserve the right to syndicate the Facilities to a group of banks, financial institutions and other institutional lenders (together with the Initial Lenders, the “Lenders”) identified by us in consultation with you and reasonably acceptable to you (including any relationship lenders designated by you in consultation with us), in each case excluding (i) any person identified by you or either Sponsor in writing (including by email) (x) to us prior to the date hereof, (y) to us after the date hereof and on or prior to the Closing Date, that is reasonably acceptable to us or (z) from time to time after the Closing Date, to the Administrative Agent, (ii) any person that is a competitor of Holdings, you, Silgan, the Target or your or their respective subsidiaries, in each case that is separately identified in writing by you or either Sponsor to us from time to time prior to the Closing Date (or, if after the Closing Date, to the Administrative Agent), (iii) any affiliate of any person identified in clause (i) or (ii) above that (a) is identified in writing by you or either Sponsor from time to time or (b) is identifiable as an affiliate on the basis of its name (other than, in the case of an affiliate of a person identified in clause (ii) above, bona fide debt funds that purchase commercial loans in the ordinary course of business) or (iv) any person that is an Excluded Party (any such person in clause (i), (ii), (iii) or (iv) above, a “Disqualified Institution”). The designation of a Disqualified Institution shall not have retroactive effect. Notwithstanding any other provision of this Commitment Letter to the contrary (other than (x) upon execution and delivery of a Joinder, in connection with any assignment to an Additional Arranger in respect of the amount allocated to such Additional Arranger pursuant to such Joinder and (y) in the case of any assignments among Goldman Sachs and Goldman Sachs Lending Partners LLC), (i) no Initial Lender shall be relieved or novated from its obligations hereunder (including its obligation to fund the Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Facilities, including its commitments in respect thereof, until after the initial funding of the Facilities on the Closing Date, (ii) no assignment or novation shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the Facilities until after the initial funding of the Facilities on the Closing Date and (iii) unless you and we agree in writing, the Initial Lenders shall retain exclusive control over all rights and obligations with respect to their commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements and amendments, until the Closing Date has occurred.

We intend to commence syndication efforts promptly after the execution hereof, and until the earlier to occur of (i) the date that a Successful Syndication (as defined in the Fee Letter) occurs and (ii) the date that is 30 days after the Closing Date (the period until such earlier date, the “Syndication Period”), you agree to use commercially reasonable efforts to assist, to use commercially reasonable efforts to cause the Sponsors to assist and, to the extent practical and appropriate and not in contravention of the Voyage Acquisition Agreement, to use commercially reasonable efforts to cause the Target and its subsidiaries to assist us in completing a syndication reasonably satisfactory to us and you. Such assistance shall be limited to (i) using commercially reasonable efforts to ensure that the syndication efforts benefit from the existing banking relationships of you and the Sponsors and, to the extent practical and appropriate and not in contravention of the Voyage Acquisition Agreement, the Target and its subsidiaries, (ii) facilitating telephonic or virtual contact between appropriate members of your senior management and certain legal and non-legal advisors and representatives, on the one hand, and the

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proposed Lenders, on the other hand (and, to the extent practical and appropriate and not in contravention of the Voyage Acquisition Agreement, using your commercially reasonable efforts to cause such contact between appropriate members of senior management and certain advisors and representatives of the Target, its subsidiaries and the proposed Lenders), in each case upon reasonable advance notice and at times to be agreed, (iii) your assistance (and using your commercially reasonable efforts to cause the Sponsors and, to the extent practical and appropriate and not in contravention of the Voyage Acquisition Agreement, the Target and its subsidiaries to assist) in the preparation of customary confidential information memoranda (collectively, the “Confidential Information Memorandum”) and other customary marketing materials reasonably requested by us to be used in connection with the syndication of the Facilities (such materials, together with the Confidential Information Memorandum and the Term Sheet, collectively, the “Information Materials”), (iv) the hosting, with the Commitment Parties, of a*** **meeting (or, if you require, a conference call in lieu of such meeting) of prospective Lenders at such time and location to be mutually agreed (and, to the extent practical and appropriate and not in contravention of the Voyage Acquisition Agreement, using your commercially reasonable efforts to cause appropriate members of senior management of the Target and its subsidiaries to be available for such meeting or conference call), (v) using commercially reasonable efforts to obtain, at our reasonable prior written request, prior to the launch of general syndication of the Facilities (which use of commercially reasonable efforts shall not require you to change the proposed terms of any Facility) (x) public corporate family ratings and/or a public corporate credit rating (but not a specific rating) for the Borrower and (y) public ratings (but not a specific rating) for the Initial Term Facility from each of Moody’s Investors Service, Inc. (“Moody’*s”) and Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc. (“S&P”) and (vi) ensuring and, to the extent practical and appropriate and not in contravention of the Voyage Acquisition Agreement, using your commercially reasonable efforts to cause the Target and its subsidiaries to ensure, that, without our prior written consent (such consent not to be unreasonably withheld or delayed), until the expiration of the Syndication Period, there is no competing offering, placement or arrangement of any dollar- or euro-denominated debt securities or syndicated credit facilities (other than the Facilities (or replacement or increase thereof), any debt disclosed to us on or prior to the date hereof (including any such debt referenced in the Target and its subsidiaries’ and Silgan’s financial statements delivered to us on or prior to the date hereof), drawings under any revolving credit facility, any debt permitted to remain outstanding by the Transaction Summary, any debt that the Lead Arrangers agree in writing may remain outstanding, any debt permitted under the Voyage Acquisition Agreement and any refinancing, replacement, extension or renewal of existing debt of the Target or any amendment to any such debt), by or on behalf of Holdings, the Borrower, the Target or any of their respective subsidiaries that would materially and adversely impair the primary syndication of the Facilities (it being agreed that any debt incurred in the ordinary course of business, including, without limitation, deferred purchase obligations, intercompany debt, capital leases, purchase money financings and equipment financings are not restricted by the foregoing).

Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions, neither the obtaining of the ratings referenced above, nor the commencement or completion of syndication of the Facilities, nor the completion of a Confidential Information Memorandum or other marketing materials nor compliance with any other provision set forth in this Commitment Letter (other than the conditions set forth in the Conditions Exhibit), shall constitute a condition to the commitments hereunder or to the funding of the Facilities on the Closing Date. For the avoidance of doubt, you will not be required to provide any information to the extent the provision thereof would violate any applicable law, rule or regulation, or any confidentiality obligation binding upon, or waive any privilege that may be asserted by, Holdings, the Borrower, the Target, either Sponsor or any of their respective subsidiaries or affiliates or cause competitive harm to the Target, either Sponsor or any of their respective subsidiaries or affiliates if the transactions described in the Transaction Summary are not consummated; provided that, in the event that you do not provide information in reliance on this sentence, you shall provide notice to the Lead

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Arrangers that such information is being withheld and you shall use your commercially reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege. Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided in connection with the syndication of the Facilities shall be those required to be delivered pursuant to paragraph 6 of the Conditions Exhibit. We will manage, in consultation with you, all aspects of the syndication of the Facilities, including decisions as to the selection of institutions (subject to your consent, not to be unreasonably withheld or delayed, and subject to the exclusion of Disqualified Institutions) to be approached and when they will be approached, when the Lenders’ commitments will be accepted, which Lenders will participate (subject to your consent, not to be unreasonably withheld or delayed, and subject to the exclusion of Disqualified Institutions), the allocation of the commitments among the Lenders (subject to your rights of appointment in Section*** 2 *above) and the amount and distribution of fees among the Lenders.

You acknowledge that (i) we, on your behalf, will make available the Information Materials to the proposed syndicate of Lenders by posting the Information Materials on SyndTrak or IntraLinks or another similar electronic system and (ii) certain prospective Lenders (such Lenders, “Public Lenders”; all other Lenders, “Private Lenders”) may have personnel that do not wish to receive MNPI (as defined below) with respect to Holdings, the Target and their respective subsidiaries (collectively, the “Relevant Entities”) or the securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such entities’ securities. As used herein, “MNPI” means information about any Relevant Entity and its securities that constitutes material non-public information within the meaning of the United States federal and state securities laws, or, if such Relevant Entity is not a public reporting company, that would have constituted material non-public information within the meaning of the United States federal and state securities laws if such Relevant Entity was a public reporting company (as determined by you in good faith). If we reasonably request, you will use your commercially reasonable efforts to assist us in preparing (and, to the extent practical and appropriate and not in contravention of the Voyage Acquisition Agreement, use commercially reasonable efforts to cause the Target to assist us in preparing) a customary additional version of the Information Materials not containing MNPI (the “Public Information Materials”) to be distributed to prospective Public Lenders.

Before distribution of any Information Materials (i) to prospective Private Lenders, you (or the Target) shall provide us with a customary letter authorizing the dissemination of the Information Materials and (ii) to prospective Public Lenders, you (or the Target) shall provide us with a customary letter consistent with the terms of this Commitment Letter authorizing the dissemination of the Public Information Materials and customarily represent as to the absence of MNPI therein, and in each case exculpating us and our affiliates, the Target and its affiliates and you and your affiliates from any liability related to the use of the contents of the Information Materials by the recipients thereof.

You agree that, subject to the confidentiality and other provisions of this Commitment Letter, we, on your behalf, may distribute the following documents to all prospective Lenders, including prospective Public Lenders, unless you advise us in writing (including by email) within a reasonable time prior to their intended distributions that such material should only be distributed to prospective Private Lenders (provided that you and your counsel shall have been given a reasonable opportunity to review such documents): (i) administrative materials for prospective Lenders such as lender meeting invitations, allocations and funding and closing memoranda, (ii) term sheets and notifications of changes to the Facilities’ terms and (iii) drafts and final versions of the Facilities Documentation. If you advise us that any of the foregoing items should be distributed only to Private Lenders, then we will not distribute such materials to Public Lenders without your prior written consent. You also agree, at our reasonable request, to use commercially reasonable efforts to identify information to be distributed to the Public Lenders by clearly and conspicuously marking the same as “PUBLIC” (it being understood that you shall not be under any obligation to mark any particular portion of the information as “PUBLIC”). By marking any

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documents, information or other data “PUBLIC” you shall be deemed to have authorized the Commitment Parties and the Lenders (subject to the confidentiality and other provisions of this Commitment Letter) to treat such documents, information or other data as not containing MNPI. We shall be entitled to treat all information that is not specifically identified as “PUBLIC” as being suitable only for posting to Private Lenders (other than those documents described in clauses (i), (ii) and (iii) of this paragraph).

You hereby represent (to your knowledge with respect to the Target and its subsidiaries) (but the accuracy of which representation shall not be a condition to the commitments hereunder or to the funding of the Facilities on the Closing Date) that (i) all written factual information (other than the Projections, the Model, other forward-looking information, information of a general economic or general industry nature and all third party memos or reports furnished to us) (such non-excluded items, the “Information”), that has been or will be made available to us by you, either Sponsor or any of your or its representatives in connection with the transactions contemplated hereby, when taken as a whole and together with any public filings by the Target or Silgan relating to the Target and its subsidiaries or Silgan and its subsidiaries, as applicable, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto) and (ii) the written financial projections (the “Projections”) contained in the Confidential Information Memorandum have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished (it being recognized by the Commitment Parties that such Projections are predictions as to future events and are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular financial projections will be realized, that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that such differences may be material). You agree that if, at any time prior to the later of (x) the Closing Date and (y) the expiration of the Syndication Period, you become aware that any of the representations in the preceding sentence (to your knowledge with respect to the Target and its subsidiaries), would be incorrect in any material respect if the Information and the Projections were being furnished, and such representations and warranties were being made, at such time, then you will promptly supplement (or, with respect to Information and Projections with respect to the Target and its subsidiaries, subject to any limitation on your rights set forth in the Voyage Acquisition Agreement, use your commercially reasonable efforts to promptly supplement) the Information or the Projections, as applicable, so that such representations are correct in all material respects under those circumstances (or, in the case of any Information or Projections with respect to the Target and its subsidiaries, to your knowledge), and such supplementation shall cure any breach of any such representation. In arranging and syndicating the Facilities we may use and rely on the Information, Projections and other forward-looking information without independent verification thereof and we do not assume responsibility for the accuracy or completeness of the Information, the Projections, the Model and other forward-looking information.

As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to pay or cause to be paid the fees described in this Commitment Letter and in the Fee Letter dated the date hereof and delivered herewith (the “Fee Letter”) on the terms and subject to the conditions (including as to timing and amount) set forth herein and therein.

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Notwithstanding anything in this Commitment Letter, the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary:

(i) the only conditions to the availability and funding of the Facilities on the Closing Date are those set forth in the Conditions Exhibit and, upon satisfaction (or waiver by the Lead Arrangers) of such conditions, each of the Administrative Agent and the Lenders will execute and deliver the Facilities Documentation to which it is a party and the initial funding of the Facilities shall occur; it being understood and agreed that there are no other conditions (implied or otherwise) to the availability and funding of the Facilities on the Closing Date, including compliance with the terms of this Commitment Letter, the Fee Letter or the Facilities Documentation (other than the conditions set forth in the Conditions Exhibit);

(ii) the only representations and warranties the accuracy of which shall be a condition to the availability and funding of the Facilities on the Closing Date shall be (i)(x) such of the representations and warranties made by the Sellers (as defined in the Voyage Acquisition Agreement) with respect to the Target and its subsidiaries in the Voyage Acquisition Agreement as are material to the interests of the Initial Lenders, but only to the extent that you (or any of your affiliates) have the right (taking into account any applicable cure provisions) to terminate your (or its) obligations under the Voyage Acquisition Agreement or decline to consummate the Acquisition without liability to you (or your applicable affiliates) (in each case, in accordance with the terms of the Voyage Acquisition Agreement) as a result of a breach of such representations and warranties in the Voyage Acquisition Agreement without any liability to you and (y) such of the representations and warranties made by SHI (as defined in the JV Acquisition Agreement) with respect to the MetalCo Business in the JV Acquisition Agreement as are material to the interests of the Initial Lenders, but only to the extent that you (or any of your affiliates) have the right (taking into account any applicable cure provisions) to terminate your (or its) obligations under the JV Acquisition Agreement or decline to consummate the JV Acquisition without liability to you (or your applicable affiliates) (in each case, in accordance with the terms of the JV Acquisition Agreement) as a result of a breach of such representations and warranties in the JV Acquisition Agreement without any liability to you (collectively, the “Specified Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below) (the representations described in clauses (i) and (ii) being the “Closing Date Representations”); and

(iii) the terms of the Facilities Documentation and any closing deliverables shall be in a form such that they do not impair the availability or funding of the Facilities on the Closing Date if the conditions set forth in the Conditions Exhibit are satisfied (or waived by the Lead Arrangers) (it being understood that, to the extent any*** ***Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than the perfection of liens on Collateral that may be perfected by the filing of financing statements under the UCC and the delivery of stock certificates of the Borrower and its wholly-owned material domestic restricted subsidiaries (in each case, to the extent certificated) evidencing the equity interests required to be pledged pursuant to the Term Sheet with respect to which a lien may be perfected by the delivery of a stock or equivalent certificate, but, with respect to such restricted subsidiaries acquired pursuant to the Acquisition, only to the extent received at least two business days prior to the Closing Date after use of commercially reasonable efforts to do so) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such Collateral (including the creation or perfection of any security interest) shall not constitute a condition precedent to the availability or funding of the Facilities on the Closing Date, but may instead be provided within 90 days after the Closing Date pursuant to arrangements to be mutually agreed, subject to such extensions as are reasonably agreed by the Administrative Agent).

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“Specified Representations” means the representations and warranties set forth in the Facilities Documentation relating to: incorporation or formation of the Loan Parties; organizational power and authority of the Loan Parties to execute, deliver and perform under the Facilities Documentation; due authorization, execution, delivery and enforceability of the Facilities Documentation; solvency of the Borrower and its restricted subsidiaries on a consolidated basis after giving effect to the Transactions (to be determined in a manner consistent with the solvency certificate in the form attached as Annex*** I* to the Conditions Exhibit); no conflicts of the Facilities Documentation (limited to the execution, delivery and performance of the Facilities Documentation, incurrence of the debt thereunder and the granting of guarantees and security interests in respect thereof) with charter documents of the Loan Parties; Federal Reserve margin regulations; the Investment Company Act; use of proceeds of the Facilities not violating the FCPA, the PATRIOT Act and OFAC; and the creation, validity and perfection of the security interests granted in UCC Article 9 collateral to be perfected on the Closing Date (subject in all respects to customary permitted liens and the foregoing provisions of this Section*** 6*). Notwithstanding anything to the contrary contained herein, if any of the Closing Date Representations is qualified or subject to “material adverse effect”, the definition of “Material Adverse Effect” in either Acquisition Agreement shall apply for the purposes of any representations and warranties made, or to be made, on or as of the Closing Date.

This Section*** 6*, and the provisions herein, shall be referred to as the “Limited Conditionality Provision”.

You agree, if the Closing Date occurs, to reimburse the Commitment Parties, on the Closing Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by you, for all reasonable out-of-pocket fees and expenses (provided that (i) legal fees will be limited to the reasonable fees, disbursements and other charges of one counsel to the Lead Arrangers, taken as a whole (and, if necessary, of one local counsel in each relevant material jurisdiction, in each case, to such persons taken as a whole) and (ii) in the case of any other advisors or consultants, such expense reimbursement obligations shall be limited solely to advisors or consultants approved by you) incurred in connection with the Facilities, the syndication thereof and the preparation, negotiation and execution of the Facilities Documentation. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

You agree to indemnify and hold harmless each of the Commitment Parties (in their roles as Commitment Parties) and their respective affiliates (other than any Excluded Party and any Related Party of such Excluded Party in its capacity as such) and controlling persons and their respective directors, officers, employees, members, agents, advisors and other representatives, successors and assigns (in each case, in respect of any Commitment Party in its capacity as such) (each an “Indemnified Party”; and, in the case of any Commitment Party, any such other Indemnified Party related to such Commitment Party shall be referred to as a “Related Party” of such Commitment Party), within 30 days of a written demand therefor, together with backup documentation supporting such indemnity request, from and against all claims, damages, liabilities and reasonable out-of-pocket expenses (provided that legal fees, disbursements and other charges will be limited to the reasonable fees, disbursements and other charges of (i) one counsel to the Indemnified Parties taken as a whole, (ii) if necessary, one local counsel in each relevant material jurisdiction to the Indemnified Parties taken as a whole and (iii) in the case of any actual or perceived conflict of interest, after the affected person(s) notifies you of such conflict, one additional counsel and, if necessary, one additional local counsel in each relevant material jurisdiction to the affected Indemnified Parties taken as a whole), that may be incurred by or asserted or awarded against any Indemnified Party, in

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each case arising out of or in connection with or by reason of any investigation, litigation or proceeding (each, a “Proceeding”) in connection with the Transactions or the Facilities (or any use made or proposed to be made with the proceeds thereof), in each case except to the extent such claim, damage, liability or expense (x) arises from a dispute that does not involve any action or omission by you or any of your affiliates and is solely among the Indemnified Parties (other than any claims against an Indemnified Party in its capacity as an Administrative Agent or a Lead Arranger) or (y) is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnified Party or any of its Related Parties or a material breach by such Indemnified Party or any of its Related Parties of its obligations hereunder or under the Facilities Documentation. In the case of a Proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such Proceeding is brought by you, your equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of the Transactions is consummated. The foregoing provisions of this paragraph shall be superseded to the extent covered by the applicable provisions of the Facilities Documentation upon execution thereof and thereafter shall have no further force and effect.

In case any Proceeding is instituted involving any Indemnified Party for which indemnification is to be sought hereunder by such Indemnified Party, then such Indemnified Party will promptly notify you of the commencement of any Proceeding; provided, however, that the failure to so notify you will not relieve you from any liability that you may have to such Indemnified Party pursuant to this section, except to the extent that you are materially prejudiced by such failure.

No Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equityholders or creditors arising out of, related to or in connection with any aspect of the Transactions, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnified Party or any of its Related Parties or a material breach by such Indemnified Party or any of its Related Parties of its obligations under this Commitment Letter or the Facilities Documentation. Notwithstanding anything herein to the contrary, none of you, your direct or indirect equityholders, the Sponsors, the other Investors, the Target or any of your or their affiliates shall be liable for any special, indirect, consequential or punitive damages (whether direct or indirect, in contract or tort or otherwise) arising out of, related to or in connection with, this Commitment Letter, the Fee Letter or any aspect of the Transactions; provided that nothing contained in this sentence shall limit your indemnification and reimbursement obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim with respect to which such Indemnified Party is entitled to indemnification hereunder.

No Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from the bad faith, gross negligence or willful misconduct of such Indemnified Party or any of its Related Parties, in each case as determined by a final and non-appealable judgment of a court of competent jurisdiction.

You shall not be liable for any settlement, compromise or consent to the entry of any judgment in any Proceeding (or expenses related thereto) effected without your written consent (which consent shall not be unreasonably withheld or delayed), but if settled, compromised or consented to with your written consent, or if there is a final and non-appealable judgment by a court of competent jurisdiction in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Party in the manner and to the extent set forth above. You shall not effect any settlement of any pending or threatened proceedings in respect of which indemnity has been sought hereunder by an Indemnified Party without the prior written

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consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement (i) includes an unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from all liability or claims that are the subject matter of such proceedings* *and (ii) does not include any statement as to or any admission of fault by or on behalf of any Indemnified Party.

Each Indemnified Party shall be severally obligated to refund or return any and all amounts paid by you or any of your affiliates under this Section*** 7* to the extent such Indemnified Party is not entitled to payment of such amounts in accordance with the terms hereof, as determined by a final and non-appealable judgment of a court of competent jurisdiction.

You acknowledge that each Commitment Party (together with its affiliates, each a “Financial Institution”) is a full service securities firm engaged, either directly or through affiliates, in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. The Financial Institutions may have economic interests that conflict with those of you, the Target and your and its respective affiliates. In the ordinary course of these activities, each Financial Institution may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including bank loans) for its own account and for the accounts of its customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of you, the Target and your and its affiliates, as well as of other entities and persons and their affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated by this Commitment Letter, (ii) be customers or competitors of you, the Target or your or its respective subsidiaries or affiliates or (iii) have other relationships with you, the Target or your or its respective subsidiaries or affiliates. With respect to any securities and/or instruments so held by any Financial Institution or any of its customers, all rights in respect of such securities and instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Financial Institutions may provide investment banking, underwriting and/or financial advisory services to such other entities and persons. The Financial Institutions may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you or the Target or such other entities. The transactions contemplated by this Commitment Letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph.

The Financial Institutions, in the course of such other activities and relationships, may acquire information about the transactions contemplated by this Commitment Letter or other entities and persons which may be the subject of the financing contemplated by this Commitment Letter. None of the Financial Institutions and none of their respective affiliates will use confidential information obtained from you or your affiliates or on your or their behalf by virtue of the transactions contemplated hereby in connection with the performance by the Financial Institutions of services for other companies or other persons and none of the Financial Institutions will furnish any such information to any of their other customers. You also acknowledge that the Financial Institutions have no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies or other persons.

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You further acknowledge and agree that (i) no fiduciary, advisory or (except as expressly provided in the Facilities Documentation) agency relationship between you and the Financial Institutions is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Financial Institutions have advised or are advising you on other matters, (ii) the Financial Institutions, on the one hand, and you, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Financial Institutions (and you hereby waive and release, to the fullest extent permitted by law, any claims that you may have against the Commitment Parties and their respective affiliates with respect to any breach or alleged breach of fiduciary duty and agree that no Commitment Party shall have any liability (whether direct or indirect) to you in respect of such fiduciary duty claim or to any person asserting a fiduciary duty on behalf of or in right of you, including your equity holders, employees or creditors, in each case in connection with the transactions contemplated by this Commitment Letter), (iii) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter and (iv) you have been advised that the Commitment Parties are engaged in a broad range of transactions that may involve interests that differ from your interests and that the Financial Institutions have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship. In addition, please note that the Commitment Parties do not provide accounting, tax, investment, regulatory or legal advice.

An affiliate of Goldman Sachs and an affiliate of Wells Fargo Securities have been retained by you as a financial advisor (each, in such capacity, a “Buy Side Advisor”) in connection with the Acquisition, and BofA Securities and/or its affiliates have been retained by you as a financial advisor (in such capacity, the “Financial Advisor” and, together with any Buy Side Advisor, each a “Retained Advisor”) in connection with the Transactions. You agree to such retentions, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of any Retained Advisor and/or its respective affiliates’ arranging or providing or contemplating arranging or providing financing for a competing bidder and, on the other hand, our and our respective affiliates’ relationships with you described and referred to herein. You acknowledge that, in such capacity, any Retained Advisor may advise you in other manners adverse to the interests of the parties hereto. Each of the Commitment Parties party hereto acknowledges (i) that an affiliate of Goldman Sachs has been retained as a Buy Side Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of such entities or their affiliates.

Except as expressly set forth above, this Section*** 8* shall not apply to or modify or otherwise affect any arrangement with any advisor (including any financial advisor) separately retained by you, the Sponsors or any of your or its affiliates in connection with the Acquisition, in its capacity as such.

This Commitment Letter is delivered to you on the understanding that (i) you shall not disclose, directly or indirectly, to any other person the Fee Letter or the contents thereof or, prior to your acceptance hereof, the Commitment Letter or the contents hereof, except (a) to the Sponsors and the other Investors, the Sellers (as defined in the Voyage Acquisition Agreement), the Target and its subsidiaries, potential equity investors (including rollover investors), your and their respective affiliates and your and their respective officers, directors, employees, members, partners, stockholders, attorneys, accountants, auditors, agents and advisors, in each case, on a confidential basis, unless, in each case, the Commitment Parties otherwise consent in writing (such consent not to be unreasonably withheld) (provided that any disclosure of the Fee Letter or its terms or substance to the Sellers (as defined in the Voyage Acquisition Agreement), the Target or their respective officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, auditors, agents or advisors shall be redacted in respect of the amounts, percentages and basis points of fees set forth therein), (b) (1) in any legal, judicial or

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administrative proceeding or as otherwise required by law, court order, order of any administrative agency, regulation or any compulsory legal process or as requested by a governmental authority (in which case you agree, to the extent practicable and permitted by law, to inform us promptly in advance thereof and, to the extent you may legally and practically do so, allow us a reasonable opportunity to object to such disclosure in such proceeding or process) or (2) to the extent necessary in connection with the exercise of any remedy or enforcement of any rights hereunder or under the Fee Letter, (c) you may disclose the Fee Letter and the contents thereof to (1) after your acceptance hereof, actual and potential Additional Arrangers, who have agreed to be bound by confidentiality restrictions with respect thereto on substantially the same terms set forth in the next paragraph, and their respective officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, auditors, agents and advisors and (d) you may disclose the aggregate fee amount contained in the Fee Letter as part of the Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Facilities or in any public or regulatory filing requirement related to the Transactions and (ii) the Commitment Letter and the contents hereof may be disclosed (a) on a confidential basis to actual and potential Lenders and Additional Arrangers and their respective officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, auditors, agents and advisors and to any rating agency in connection with the Transactions, (b) in any syndication of the Facilities (including in any Confidential Information Memorandum) or in any proxy statement or other public or regulatory filing in connection with the Transactions, (c) to the extent such information becomes publicly available other than by reason of improper disclosure by you in violation of any confidentiality obligations hereunder or (d) as may be required by the rules, regulations, schedules and forms of the Securities and Exchange Commission in connection with any filings with the Securities and Exchange Commission. The obligations under this paragraph with respect to this Commitment Letter (but not the Fee Letter) shall terminate on the earlier of (i) to the extent covered thereby, the execution and delivery of the Facilities Documentation and (ii) the first anniversary of the date hereof.

Each Commitment Party, on behalf of itself and its affiliates, shall use all information received by it or them from (or on behalf of) you or either Sponsor in connection with the Acquisitions and the related transactions (including any information obtained by it or them based on a review of any books and records relating to Holdings, the Borrower or the Target or any of their respective subsidiaries or affiliates) solely for the purposes of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge such information; provided that nothing herein shall prevent any Commitment Party from disclosing any such information (other than to a Disqualified Institution) (i) in coordination with you, to rating agencies on a confidential basis in connection with the Transactions, (ii) to any actual or prospective Lenders, participants or direct or indirect contractual counterparties to any swap or derivative transaction relating to the Borrower or any of its subsidiaries or its obligations under the Facilities, in each case, who are advised of the confidential nature of such information and agree to keep such information confidential (provided that no such disclosure shall be made to any Disqualified Institution), (iii) to the extent compelled by legal process in, or reasonably necessary to, the defense of such legal, judicial or administrative proceeding, in any legal, judicial or administrative proceeding or otherwise as required by applicable law, rule or regulation (in which case such Commitment Party shall promptly notify you, in advance, to the extent permitted by law (and if such Commitment Party is unable to notify you in advance of such disclosure, such notice shall be delivered to you promptly thereafter to the extent permitted by law) and, to the extent such Commitment Party may legally and practically do so, allow you a reasonable opportunity to object to such disclosure in such proceeding or process, and in any event use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (iv) upon the request or demand of any regulatory authority (including any self-regulatory authority) having jurisdiction over such Commitment Party or its affiliates (in which case such Commitment Party shall, except with respect to any routine or ordinary course audit or examination conducted by bank

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accountants or any regulatory authority or self-regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent permitted by law (and if such Commitment Party is unable to notify you in advance of such disclosure, such notice shall be delivered to you promptly thereafter to the extent permitted by law) and, to the extent such Commitment Party may legally and practically do so, allow you a reasonable opportunity to object to such disclosure, and in any event use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (v) on a confidential “need to know” basis and solely in connection with the transactions contemplated hereby, to the employees, directors, legal counsel, independent auditors, professionals and other experts or agents of such Commitment Party (collectively, “Representatives”) who are informed of the confidential nature of such information and agree to keep information of this type confidential in accordance with customary practices for syndicated loans (provided that such Commitment Party shall be responsible for its Representatives’ compliance with this paragraph), (vi) on a confidential “need to know” basis and solely in connection with the transactions contemplated hereby, to any of its respective affiliates (provided that no such disclosure shall be made to any affiliates that are engaged as principals primarily in private equity, mezzanine financing or venture capital or that are engaged directly or indirectly in a sale of the Target and its subsidiaries as sell-side representative or any such affiliate’s Representatives including those providing advisory services, in each case other than a limited number of senior employees who are required, in accordance with industry regulations or such Commitment Party’s internal policies and procedures, to act in a supervisory capacity and such Commitment Party’s internal legal, compliance, risk management, credit and investment committee members (each, an “Excluded Party”)) or their Representatives (who are informed of the confidential nature of such information and agree to keep information of this type confidential in accordance with customary practices for syndicated loans) (provided that such Commitment Party shall be responsible for its affiliates’ and Representatives’ compliance with this paragraph), (vii) to the extent any such information becomes publicly available other than by reason of disclosure by any Commitment Party, its affiliates or its or their Representatives in violation of any confidentiality obligations owing to you, either Sponsor, the Target and its subsidiaries, the Sellers or any of your or their respective subsidiaries (including those set forth in this paragraph), (viii) to the extent such information was already in the possession of the Commitment Parties (except to the extent received in a manner restricted by this paragraph) or is independently developed by the Commitment Parties or their respective affiliates based exclusively on information the disclosure of which would not otherwise be restricted by this paragraph, (ix) to the extent such information was received by any Commitment Party from a third party that to such Commitment Party’s knowledge is not subject to confidentiality obligations owing to you, either Sponsor, the Target, Sellers or any of your or their respective subsidiaries, (x) to the extent applicable and reasonably necessary or advisable, for purposes of establishing a “due diligence” defense and (xi) to market data collectors, similar services providers to the lending industry, and service providers to the Lead Arrangers and the Lenders in connection with the administration and management of the Facilities; provided that the disclosure of any such information to any Lenders or prospective Lenders, participants or prospective participants or contractual counterparties, in each case referred to in clause (ii) above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender, participant or prospective participant or such counterparty that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party, including, without limitation, as agreed in the Confidential Information Memorandum or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information. In no event shall any disclosure of information referred to above be made to any Excluded Party or Disqualified Institution. The obligations of the Commitment Parties under this Section*** 9* shall remain in effect until the earlier of (a) the second anniversary of the date hereof and (b) the date the definitive Facilities Documentation is entered into by the Commitment Parties, at which time any confidentiality undertaking in the definitive Facilities Documentation shall supersede this provision. Notwithstanding anything in this Section*** 9* to the contrary, we may place advertisements in financial and other newspapers

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and periodicals or on a home page or similar place for dissemination of information on the Internet or World Wide Web as we may choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a “tombstone” or otherwise describing the names of you, the Borrower and your and its affiliates (or any of them), and the amount, type and closing date of the Transactions, all at our expense and with your prior approval.

For the avoidance of doubt, nothing in this confidentiality provision shall prohibit any person from voluntarily disclosing or providing any information within the scope of this confidentiality provision to any governmental, regulatory or self-regulatory organization (any such entity, a “Regulatory Authority”) to the extent that any such prohibition on disclosure set forth in this confidentiality provision shall be prohibited by the laws or regulations applicable to such Regulatory Authority.

This Commitment Letter, the Fee Letter and the commitments hereunder shall not be assignable by any party hereto (except by (i) you to (a) a newly formed shell company that is an affiliate controlled directly or indirectly by the Sponsors to effect the consummation of the Acquisition and is organized under the laws of the District of Columbia, any state of the United States or any other jurisdiction reasonably agreed by the Commitment Parties, (b)** the Target or, with the consent (not to be unreasonably withheld or delayed) of the Commitment Parties, a wholly-owned subsidiary or direct or indirect parent of the Target (in each case, as a matter of law or otherwise substantially simultaneously with the consummation of the Acquisition on the Closing Date), (c) the Borrower, in each case immediately prior to or otherwise substantially concurrently with the consummation of the Acquisition or (d)** Silgan or (ii) a Commitment Party to an Additional Arranger as expressly set forth in Section*** 2*) without the prior written consent (such consent not to be unreasonably withheld or delayed) of each other party hereto (and any purported assignment without such consent shall be null and void) (provided that Goldman Sachs may assign its commitments and agreements hereunder and under the Fee Letter to Goldman Sachs Lending Partners LLC), is intended to be solely for the benefit of the parties hereto, the Sponsors and the Indemnified Parties and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Indemnified Parties to the extent expressly set forth herein, except to the extent that you and we otherwise agree in writing.

Subject to Section*** 3* above, the Commitment Parties reserve the right to employ the services of their affiliates or branches (other than any Disqualified Institution) in providing services contemplated hereby (and, in connection with such employment, the Commitment Parties may, subject to the confidentiality provisions hereof, exchange with such affiliates or branches information concerning you and your affiliates in connection with the Transactions and, to the extent so employed, such affiliates and branches shall be entitled to the benefits afforded to the Commitment Parties hereunder) and to allocate, in whole or in part, to their affiliates the fees payable to the Commitment Parties in such manner as the Commitment Parties and their affiliates may agree in their sole discretion, but no Commitment Party shall be relieved of its obligations under this Commitment Letter. Neither this Commitment Letter nor the Fee Letter may be amended or any provision hereof waived or modified except by an instrument in writing signed by you and each party hereto or thereto. Each of the parties hereto agrees that (x) this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein (except as may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness, good faith and fair dealing and equitable principles of general applicability), it being understood and agreed that the commitments to provide the Facilities are subject to the conditions set forth in the Conditions Exhibit (and no other conditions) and (y) the Fee Letter is a binding and enforceable agreement with respect to the subject matter contained therein (except as may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness, good faith and fair dealing and equitable principles of general applicability); provided that nothing contained in this Commitment Letter obligates you or any of your affiliates to consummate any portion of the Transactions.

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Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile or electronic transmission (e.g., “.pdf” or “.tif”) shall be effective as delivery of a manually executed counterpart hereof. The words “execution”, “signed”, “signature”, “delivery”, and words of like import in this Commitment Letter shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us and you with respect to the Facilities and set forth the entire understanding of the parties with respect thereto. This Commitment Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York; provided that (i) the interpretation of a “Material Adverse Effect” (as defined in each Acquisition Agreement) and whether a “Material Adverse Effect” has occurred, (ii) the accuracy of any Specified Acquisition Agreement Representation and whether as a result of any inaccuracy thereof you or your applicable affiliate has the right or would have the right (taking into account any applicable cure provisions) to terminate your (or its) obligations (or to refuse to consummate the Acquisition and/or the JV Acquisition) under the applicable Acquisition Agreement without any liability to you (or your applicable affiliates) and (iii) whether the applicable Acquisition has been consummated in accordance with the terms of the applicable Acquisition Agreement, will be governed by, and construed and enforced in accordance with, the internal Laws (as defined in the applicable Acquisition Agreement) of the State of Delaware, including its statute of limitations, without regard to any borrowing statute that would result in the application of the statutes of limitations or repose of any other jurisdiction (in furtherance of the foregoing, the Laws (as defined in the applicable Acquisition Agreement) of the State of Delaware will control even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive or procedural Law (as defined in the applicable Acquisition Agreement) of some other jurisdiction would ordinarily or necessarily apply).

You and we hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any New York State or, to the fullest extent permitted under applicable law, federal court sitting in the Borough of Manhattan in The City of New York over any suit, action or proceeding arising out of or relating to the Transactions or the other transactions contemplated hereby, this Commitment Letter or the Fee Letter or the performance of services hereunder or thereunder and agree that any such suit, action or proceeding shall be brought in such courts. Service of any process, summons, notice or document by registered mail addressed to you or us shall be effective service of process for any suit, action or proceeding brought in any such court. You and we hereby irrevocably and unconditionally waive, to the fullest extent permitted under applicable law, any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum. You and we hereby irrevocably agree to waive, to the fullest extent permitted under applicable law, trial by jury in any suit, action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of the Transactions, this Commitment Letter or the Fee Letter or the performance of the agreements hereunder or thereunder. A final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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Each of the Commitment Parties hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (as amended, the “PATRIOT Act”) and the requirements of 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”), it and each Lender is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes names, addresses, tax identification numbers and other information that will allow such Commitment Party and such Lender to identify the Borrower and each Guarantor in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the PATRIOT Act and the Beneficial Ownership Regulation and is effective for the Commitment Parties and each Lender. You hereby acknowledge and agree that the Commitment Parties shall be permitted to share any or all such information with the Lenders.

The survival, indemnification, expense reimbursement (if applicable in accordance with the terms hereof and the Fee Letter), jurisdiction, waiver of jury trial, governing law, service of process, venue, absence of fiduciary duty, affiliate activities, syndication, information and confidentiality provisions contained herein shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be superseded by the provisions of the Facilities Documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time. You may terminate this Commitment Letter and the commitments of the Commitment Parties hereunder with respect to any Facility (or a portion thereof pro rata among the Commitment Parties under such Facility) at any time upon written notice to the Commitment Parties from you, subject to your surviving obligations as set forth in this paragraph. In addition, in the event that a lesser amount of indebtedness is required to fund the Transactions for any reason, you may reduce the Initial Lenders’ commitments with respect to any Facility (on a pro rata basis amongst the Initial Lenders) in a manner consistent with the allocation of purchase price reduction described under paragraph*** 1* of the Conditions Exhibit.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment Letter and the Fee Letter not later than 11:59 p.m., New York City time, on October 30, 2026. This offer will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence (the date of receipt by us of such executed counterparts, the “Acceptance Date”). In the event that the initial borrowing in respect of the Initial Term Facility does not occur on or before the Expiration Time (as defined below), then this Commitment Letter and the commitments hereunder shall automatically terminate unless we shall, in our discretion, agree to an extension. “Expiration Time” means 11:59 p.m., New York City time, on the day that is the earliest of (i) the Closing Date, (ii) the valid termination by you or your affiliates, or with the consent of you or your affiliates, of either Acquisition Agreement in accordance with its terms prior to the closing of the Acquisition and the JV Acquisition, and (iii) five business days following the Termination Date (as defined in, and as may be extended pursuant to, each Acquisition Agreement as in effect on the date hereof, without giving effect to the last sentence of Section 12.13(a) of the Voyage Acquisition Agreement); provided that the termination of any commitment pursuant to this sentence does not, subject to the other provisions of this Commitment Letter, prejudice your rights and remedies in respect of any prior breach or repudiation of this Commitment Letter.

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

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The provisions of this Commitment Letter

are accepted and agreed to as of the date

first written above:

[Signature Page to Commitment Letter]

**COMMITMENTS SCHEDULE **

| | | | | | | | | | | -------------------------------------- | - | :------------------------------------------------: | ----------: | ------ | :: | ----- | ----------------------------------------------: | ------ | | | | | | | | | | | | Initial Lender(s) | | Initial Term Facility Commitment Percentage(s) | | | | | Revolving Facility Commitment Percentage(s) | | | Wells Fargo Bank, National Association | | ** ** | 22.670 | **% ** | | ** ** | 22.670 | **% ** | | Goldman Sachs Bank USA | | ** ** | 22.670 | **% ** | | ** ** | 22.670 | **% ** | | Royal Bank of Canada | | ** ** | 22.670 | **% ** | | ** ** | 22.670 | **% ** | | Deutsche Bank AG New York Branch | | ** ** | 17.000 | **% ** | | ** ** | 17.000 | **% ** | | Bank of America | | ** ** | 14.990 | **% ** | | ** ** | 14.990 | **% ** | | | | | | | | | | | | Total: | | ** ** | 100.000 | **% ** | | ** ** | 100.000 | **% ** | | | | | | | | | | |

EXHIBIT A

*Project Voyage *

*Senior Secured Initial Term Facility *

*Senior Secured Revolving Facility *

*TRANSACTION SUMMARY *

Capitalized terms used but not defined in this Transaction Summary shall have the meanings set forth in the other Exhibits and Annexes (including the Definitions Annex) to the Commitment Letter to which this Transaction Summary is attached (the “Commitment Letter”) or in the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Transaction Summary shall be determined by reference to the context in which it is used.

Silgan Metal Packaging LLC, a Delaware limited liability company (the “Borrower”, and in its capacity as the “Buyer” under and as defined in the Voyage Acquisition Agreement, the “Buyer”), formed at the direction of Silgan Holdings Inc., a Delaware corporation (“Silgan”), and American Industrial Partners and its affiliates (collectively with the funds, partnerships or other co-investment vehicles managed, advised or controlled thereby, “AIP” and, together with Silgan, the “Sponsors”) and certain limited partners of AIP or other investors (which may include existing shareholders, board members, management and/or other rollover investors of the Target referred to below) (collectively with the Sponsors, the “Investors”), intends to, directly or indirectly, acquire (the “Acquisition”) all of the issued and outstanding capital stock of Trivium Packaging B.V., a private company with limited liability under the laws of the Netherlands (the “Target”), pursuant to that certain Share Purchase Agreement, dated as of the date hereof (together with the schedules and exhibits thereto, and as may be amended, modified, supplemented or waived from time to time in accordance with the Conditions Exhibit, the “Voyage Acquisition Agreement”), by and among the Buyer, the Target, Exal Holdings International Parent B.V., a private company with limited liability under the laws of the Netherlands, the Sellers (as defined therein) and the Seller Representative (as defined therein).

In connection therewith, it is intended that:

(a) On or prior to the Closing Date (as defined below), (i) Silgan will transfer (the “JV Contribution”), directly or indirectly, its ownership in the business previously identified by us to you as “MetalCo” (the “MetalCo Business”) to the Borrower and (ii) AIP will, directly or indirectly, acquire (the “JV Acquisition” and, together with the Acquisition, the “Acquisitions”) 40% of the outstanding equity interests of the Borrower (or a direct or indirect parent thereof) pursuant to that certain Transaction Agreement, dated as of the date hereof (together with the schedules and exhibits thereto, and as may be amended, modified, supplemented or waived from time to time in accordance with the Conditions Exhibit, the “JV Acquisition Agreement” and, together with the Voyage Acquisition Agreement, the “Acquisition Agreements”), by and among Silgan, A-VL Holdco, LP and Silgan Metal Packaging LLC.

(b) On or prior to the Closing Date, the Investors will, directly or indirectly, make an equity investment (the “Investor Equity Investment”) in the Borrower or a direct or indirect parent thereof (which equity investment, (x) if made in a direct or indirect parent of the Borrower, will, to the extent not otherwise applied, be contributed to the Borrower and (y) if other than common equity of the Borrower, will be on terms reasonably acceptable to the Lead Arrangers, in an aggregate amount (when combined, without duplication, with (x) any rollover equity in the Target and by other existing direct or indirect

A-1

equity holders of the Target in connection with the Acquisition (the “Rollover Equity”) and (y) the fair market value of the MetalCo Business (determined in accordance with the JV Acquisition Agreement) (the “JV Equity” and, together with the Investor Equity Investment and the Rollover Equity, the “Equity Contribution”)) that is not less than 35.0% (the “Minimum Equity Contribution”) of the sum of (i) the aggregate principal amount of the Facilities funded on the Closing Date (excluding (A) the effects of any exercise of the “market flex” provisions of the Fee Letter, including any amounts incurred or borrowed under the Facilities to fund any Flex OID, (B) amounts drawn under the Revolving Facility on the Closing Date for working capital purposes and/or working capital adjustments under either Acquisition Agreement or to replace, backstop or cash collateralize existing letters of credit, bank guarantees, bankers’ acceptances and similar documents and instruments and (C) any letters of credit, bank guarantees, bankers’ acceptances and similar documents and instruments outstanding on the Closing Date) plus (ii) the Equity Contribution minus (iii) the aggregate amount of cash on hand at the Borrower, the Target and their respective subsidiaries on the Closing Date) (it being understood that the Minimum Equity Contribution shall be subject to reduction as expressly set forth in paragraph (1) of Conditions Exhibit); provided that, on the Closing Date, immediately after giving effect to the Acquisitions, the Sponsors shall, directly or indirectly, by contract or otherwise, control at least a majority of the outstanding voting equity interests of Holdings.

(c) On the Closing Date, the Borrower will obtain (i) a senior secured term loan facility in an aggregate principal amount of $4,880 million (as such amount may be increased by the amount of any loans borrowed thereunder to fund Flex OID) which senior secured term loan facility will be available in (x) a U.S. dollar tranche in an aggregate principal amount of $2,900 million and (y) a Euro tranche in an aggregate principal amount equal to the Euro equivalent (determined on the date such term loans denominated in Euros are allocated as part of the general syndication or such other date as reasonably agreed between the Borrower and the Lead Arrangers) of $1,980 million (the “Initial Term Facility”), as described in the Term Sheet and (ii) a senior secured revolving facility in an aggregate principal amount of $1,000 million (the “Revolving Facility” and, together with the Initial Term Facility, the “Facilities”), as described in the Term Sheet.

(d) Proceeds of the Facilities received by the Borrower on the Closing Date will be used to fund (i) the payment of consideration pursuant to the terms and conditions of the Acquisition Agreements (the “Acquisition Consideration”), and the other payments contemplated by the Buyer or its affiliates under the Acquisition Agreements, (ii) the repayment in full (and termination of all related guarantees and security) of all indebtedness of the Target and its subsidiaries under (1) the Credit and Guarantee Agreement, dated as of May 28, 2025, among Trivium Packaging B.V., Trivium Packaging Finance B.V., the other guarantors party thereto, J.P. Morgan SE as administrative agent, and the other agents and lenders party thereto, (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Term Loan Credit Agreement”) and (2) the Amended and Restated Credit and Guarantee Agreement, dated as of May 28, 2025, among Trivium Packaging B.V., Trivium Packaging Treasury B.V., the other borrowers and guarantors party thereto, J.P. Morgan SE as administrative agent, and the other agents and lenders party thereto, (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing ABL Credit Agreement” and together with the Existing Term Loan Credit Agreement, the “Existing Credit Agreements”);* provided* that, letters of credit, bank guarantees, bankers’ acceptances and similar documents and instruments of the Target and its subsidiaries that are outstanding on the Closing Date under the Existing Credit Agreements may be backstopped or replaced by (or rolled into) letters of credit, bank guarantees, bankers’ acceptances and similar documents and instruments issued under the Revolving Facility on the Closing Date or may be cash collateralized, (iii) either (1) all of the Target’s outstanding Senior Secured Notes issued pursuant to (x) the Senior First Lien Secured Indenture, dated as of May 28, 2025, among Trivium Packaging Finance B.V. as the issuer, Trivium Packaging B.V., the guarantors party thereto, GLAS Trust Company LLC as trustee and paying agent, Citibank, N.A., London Branch as security agent

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and the other agents party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing First Lien Indenture”) and (y) the Senior Second Lien Secured Indenture, dated as of May 28, 2025, among Trivium Packaging Finance B.V. as the issuer, Trivium Packaging B.V., the guarantors party thereto, GLAS Trust Company LLC as trustee and paying agent, Citibank, N.A., London Branch as security agent and the other agents party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Second Lien Indenture”, and together with the Existing First Lien Indenture, the “Existing Indentures” and together with the Existing Term Loan Credit Agreement and the Existing ABL Credit Agreement, the “Existing Trivium Indebtedness”) shall have been redeemed and paid in full (and all related guarantees and security interests terminated) or (2) notice for the redemption or repayment in full of all of the Senior Secured Notes shall have been given and immediately available funds sufficient to redeem or repay in full the Senior Secured Notes shall have been deposited with the applicable trustee to satisfy and discharge the Existing Indentures (clauses (ii) and (iii), the “Target Closing Refinancing”); (iv) fees, expenses and premiums incurred in connection with the foregoing and transactions (including the Transactions) related thereto (such fees and expenses, the “Transaction Costs”), (v) the distribution of funds to Silgan and (vi) working capital and general corporate purposes.

The transactions described above are collectively referred to herein as the “Transactions”. For purposes of the Commitment Letter and the Fee Letter, “Closing Date” shall mean the date of the satisfaction or waiver by the Lead Arrangers of all conditions set forth in the Conditions Exhibit and the initial funding of the Facilities.

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EXHIBIT B

*Project Voyage *

*Senior Secured Initial Term Facility *

*Senior Secured Revolving Facility *

*Summary of Principal Terms and Conditions *

Set forth below is a summary of the principal terms and conditions for the Facilities. Capitalized terms used but not defined in this Term Sheet shall have the meanings set forth in the other Exhibits and Annexes (including the Definitions Annex) to the Commitment Letter to which this Term Sheet is attached (the “Commitment Letter”) or in the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Term Sheet shall be determined by reference to the context in which it is used.

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B-2

B-3

B-4

B-5

B-6

B-7

B-8

B-9

B-10

B-11

B-12

B-13

B-14

B-15

B-16

B-17

B-18

B-19

B-20

B-21

B-22

B-23

B-24

B-25

B-26

B-27

B-28

B-29

B-30

B-31

B-32

B-33

B-34

B-35

B-36

B-37

B-38

B-39

B-40

*ANNEX I TO EXHIBIT B *

*INTEREST AND CERTAIN FEES *

I-A-1

I-A-2

I-A-3

*EXHIBIT C *

*Project Voyage *

*Conditions *

The availability and funding of the Facilities on the Closing Date shall be subject solely to the satisfaction (or waiver by the Lead Arrangers) of each of the following conditions (subject in all cases to the Limited Conditionality Provision). Capitalized terms used but not defined in this Conditions Exhibit shall have the meanings set forth in the other Exhibits and Annexes (including the Definitions Annex) to the Commitment Letter to which this Conditions Exhibit is attached (the “Commitment Letter”) or in the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Conditions Exhibit shall be determined by reference to the context in which it is used.

1. The Acquisitions shall have been, or substantially concurrently with the initial funding of the Facilities shall be, consummated in all material respects in accordance with the terms of the Acquisition Agreements (as applicable), after giving effect to any modifications, amendments, consents or waivers thereto, other than those modifications, amendments, consents or waivers by you that are materially adverse to the interests of the Initial Lenders in their capacities as such, unless consented to in writing by the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned; provided that the Lead Arrangers shall be deemed to have consented to such modification, amendment, consent or waiver unless they object thereto in writing within two business days of receipt of written notice of such modification, amendment, consent or waiver); provided that (a) any reduction in the purchase price paid in connection with the Acquisitions set forth in the Acquisition Agreements shall be deemed not to be material and adverse to the interests of the Lenders so long as (except in the case of any such decrease that is less than 15% of the total consideration for the Acquisitions, which shall not be considered material and adverse to the Initial Lenders (in their respective capacities as such)) any such reduction is applied (I) first, to reduce the Equity Contribution on a dollar-for-dollar basis until the Equity Contribution has been reduced to the Minimum Equity Contribution (or, at the option of the Borrower in its sole discretion, to reduce the Initial Term Facility on a greater than pro rata basis and to reduce the Equity Contribution on a less than pro rata basis) and (II) thereafter, after giving effect to the application of the reduction of the purchase price in clause (I) above, such reduction shall be applied to reduce the amount of commitments in respect of the Initial Term Facility, on the one hand, and the Equity Contribution, on the other hand, on a pro rata basis, (b) any change to the definition of “Material Adverse Effect” (as defined in the each Acquisition Agreement) shall be deemed materially adverse and (c) any increase in the purchase price shall be deemed not to be materially adverse so long as such increase is not funded with additional indebtedness of the Borrower or its restricted subsidiaries, other than amounts permitted to be drawn under the Revolving Facility; provided, further, that it is agreed and understood that no purchase price, working capital or similar adjustment provisions set forth in either Acquisition Agreement shall constitute a reduction or increase in purchase price (or otherwise constitute a waiver, amendment or modification to the applicable Acquisition Agreement) for purposes of this paragraph 1.

2. With respect to the Facilities Documentation, (i) the execution and delivery by Holdings, the Borrower and, immediately after giving effect to the Acquisitions, the other Guarantors of the Facilities Documentation for such Facility to which such person is a party, which shall, in each case, be in all material respects in*** ***accordance with the terms of the Commitment Letter and the applicable Term Sheet, (ii) subject in all respects to the Limited Conditionality Provision and the Documentation Principles, the execution and delivery by Holdings, the Borrower and, immediately after giving effect to the Acquisitions, the other Guarantors of all documents and instruments required to create and perfect the Administrative Agent’s security interest in the Collateral in respect of such Facility and which shall, if applicable, be in proper form for filing and (iii) delivery to the Administrative Agent of a customary

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borrowing notice and customary legal opinions, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in the jurisdiction of organization (if applicable), in each case with respect to each Loan Party (to the extent applicable) and a solvency certificate substantially in the form of Annex I hereto from the chief financial officer (or other officer with reasonably equivalent duties) of the Borrower (or, at the option of the Borrower, a third party opinion as to the solvency of the Borrower and its subsidiaries on a consolidated basis issued by a nationally recognized firm); provided, that (I) the scope and substance of the foregoing shall be consistent with the Limited Conditionality Provision and (II) none of the foregoing shall be required to include any representation or statement as to (x) the absence (or existence) of any default or event of default as of the Closing Date or (y) the accuracy of the Specified Acquisition Agreement Representations or the absence (or existence) of any Material Adverse Effect (as defined in either Acquisition Agreement).

3. Prior to, or substantially concurrently with, the initial funding of the Facilities, the Target Closing Refinancing shall occur, the Equity Contribution shall have been made (subject to adjustment pursuant to paragraph 1 above) to the extent not otherwise applied to the Transactions.

4. The Specified Acquisition Agreement Representations shall be true and correct in all material respects as of the Closing Date (except in the case of any Specified Acquisition Agreement Representation which expressly relates to a given date or period, such representation shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be) solely to the extent required by the Limited Conditionality Provision and the Specified Representations shall be true and correct in all material respects as of the Closing Date (except in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be).

5. No Material Adverse Effect (as defined in the Voyage Acquisition Agreement) shall have occurred since the Put Option Date (as defined in the Voyage Acquisition Agreement) and remains ongoing.

6. No Material Adverse Effect (as defined in the JV Acquisition Agreement) shall have occurred since the date hereof and remains ongoing.

7. The Lead Arrangers shall have received (a)(i) the audited consolidated balance sheet of the MetalCo Business as of December 31, 2025 and December 31, 2026, together with the related consolidated statements of income and cash flows for such fiscal year then ended, and (ii) the audited consolidated balance sheet of the Target and its subsidiaries as of (x) December 31, 2025 and (y) December 31, 2026, together with the related audited consolidated statements of operations and cash flows for such fiscal year then ended, (b)(i) the unaudited consolidated balance sheet of the MetalCo Business as of the last day of, and the related unaudited consolidated statements of operations and cash flows for, each quarterly period ending after December 31, 2026 and more than 60 days prior to the Closing Date, (ii) the unaudited consolidated balance sheet of the Target and its subsidiaries as of June 30, 2026, and the related unaudited consolidated statements of operations and cash flows for the 6-month period then ended and (iii) the unaudited consolidated balance sheet of the Target and its subsidiaries as of the last day of, and the related unaudited consolidated statements of operations and cash flows for, each fiscal quarter (other than the fourth fiscal quarter of any fiscal year) ending after June 30, 2026 and at least 60 days prior to the Closing Date, and (c) a customary pro forma consolidated balance sheet of the Borrower as of the last day of the most recently completed fiscal quarter ending at least 60 days (or 135 days in case such fiscal quarter is the end of the Borrower’s fiscal year) prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date, which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting. The Lead Arrangers hereby acknowledge receipt of the financial statements referred to in clauses (a)(ii)(x) and (b)(ii) above.

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8. The Administrative Agent shall have received, at least three business days prior to the Closing Date, all documentation and other information about any Loan Party required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and if the Borrower qualifies as a “legal entity customer” under the “Beneficial Ownership Regulations” (31 CFR §1010.230), a Beneficial Ownership Certification in relation to the Borrower, as is reasonably requested in writing by such Administrative Agent at least ten (10) business days prior to the Closing Date. “Beneficial Ownership Certification” means a certification regarding individual beneficial ownership solely to the extent required by 31 CFR §1010.230.

9. All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, to the extent, in the case of expenses, a reasonably detailed invoice has been delivered to the Borrower at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid (or shall be paid from or offset against the proceeds of the initial funding under the Facilities).

10. The Closing Date shall not occur prior to May 15, 2027.

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*ANNEX I TO CONDITIONS EXHIBIT C *

*SOLVENCY CERTIFICATE *

[•], 202[•]

Pursuant to the Credit Agreement, dated as of [•], 202[•] (as amended, restated, amended and restated, refinanced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among [•], a [•] (“Holdings”), Silgan Metal Packaging LLC, a Delaware limited liability company (“Borrower”), [•], as Administrative Agent, the Lenders and the other parties from time to time party thereto (capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement), I, [•], certify that I am the duly appointed, qualified and acting chief financial officer (or other officer with reasonably equivalent duties) of the Borrower, and, in such capacity and not in my individual capacity (and without personal liability), certify that based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such facts and circumstances after the date hereof):

On the date hereof, after giving effect to the Transactions and the related transactions contemplated by the Facilities Documentation, the Borrower and its restricted subsidiaries, when taken as a whole on a consolidated basis, (a) have property with fair value (on a going concern basis) greater than the total amount of their debts and liabilities, contingent, subordinated or otherwise (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, can reasonably be expected to become an actual or matured liability), (b) have assets with present fair salable value (on a going concern basis) not less than the amount that will be required to pay their liability on their debts as they become absolute and matured, (c) will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and (d) are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which they have unreasonably small capital.

The undersigned is familiar with the business and financial position of the Borrower and its restricted subsidiaries. In reaching the conclusions set forth in this Solvency Certificate, the undersigned has made such investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by the Borrower and its restricted subsidiaries after consummation of the transactions contemplated by the Facilities Documentation.

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*DEFINITIONS ANNEX *

*Project Voyage *

*Certain Definitions *

“Cash Interest Coverage Ratio” means the ratio of Consolidated EBITDA to Consolidated Interest Expense for the applicable computation period.

“Consolidated EBITDA” and “Consolidated Net Income” shall be defined in a manner to be mutually agreed and shall be at least as favorable to the Borrower as the Documentation Principles, and in any event shall include, without duplication, add-backs (or adjustments) without any cap for (1) extraordinary, unusual, special, exceptional or non-recurring charges, expenses or losses (as determined by the Borrower in good faith), (2) non-cash charges, expenses or losses, including, without limitation, any non-cash compensation expense, non-cash translation loss and non-cash expense relating to the vesting of warrants; provided that accruals or reserves for potential cash items in any future period may or may not (at the election of the Borrower) be added back in such period and, to the extent added back, the cash payment in respect of such accrual or reserve in a future period shall be subtracted from Consolidated EBITDA in such future period, (3) restructuring costs (including in connection with any tax related restructuring), integration costs, retention, recruiting, relocation and signing or completion bonuses and expenses, stock option and other equity-based compensation expenses and the amount of payments made to option holders in connection with, or as a result of, any distribution being made to shareholders, severance costs, systems establishment costs, costs relating to entry into a new market or to exiting a market, costs associated with office and facility openings, pre-openings, closings, expansions and consolidations (including but not limited to termination costs, moving costs and legal costs), new operation costs, unused warehouse space costs, new contract or corporate development costs, software and other intellectual property development costs, project start-up costs, costs relating to early termination of rights fee arrangements, consulting fees, curtailments or modifications to pension and post-retirement employee benefits and any costs attributable to the undertaking and/or implementation of new initiatives, business optimization activities, cost savings initiatives, cost rationalization programs, operating expense reductions, synergies and/or similar initiatives or programs (including, without limitation, in connection with any inventory optimization program, integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any facility opening and/or pre-opening, any implementation of operational and reporting systems and technology initiatives (including any expense relating to the implementation of enhanced accounting or IT functions or new system designs)) and any employee ramp-up charges or any charges related to underutilized personnel (including duplicative personnel), (4) pro forma adjustments, including pro forma “run rate” cost savings, operating expense reductions, operational improvements, revenue enhancements and other synergies (in each case, net of amounts actually realized), related to (A) the Transactions that are (x) reasonably identifiable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 36 months after the Closing Date (this clause (A)(x), the “Transactions Synergies Addback”) or (y) contemplated by the Acquisition Agreements or identified to the Commitment Parties (including in the Model, any management presentation, any Confidential Information Memorandum or any quality of earnings or similar report or analysis) prior to the Closing Date (including in respect of any action taken on or prior to the Closing Date) or (B) any acquisition or investment (including the commencement of activities constituting a business), disposition (including the termination or discontinuance of activities constituting a business) or other specified transaction, or related to any restructuring initiative, cost savings initiative, operational initiative or other initiative or action (including the contribution to Consolidated

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EBITDA of increased pricing or volume in customer contracts, the renegotiation of contracts, increased production capacity or other arrangements or efficiencies), that are reasonably identifiable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 36 months after the last day of the applicable period (this clause (B), the “Other Transactions Synergies Addback”), (5) any add backs and other adjustments (i) consistent with Regulation S-X, (ii) that are in any existing credit facility of the Target and/or its subsidiaries or, solely with respect to joint ventures, of such joint venture, (iii) evidenced by, contained in, or of the type contained in, the quality of earnings report with respect to the Transactions prepared by CDS (the “Closing Date Quality of Earnings Report”), (iv) contained in, or of the type contained in, any quality of earnings report made available to the Administrative Agent conducted by financial advisors (which financial advisors are (A) nationally or regionally recognized or (B) reasonably acceptable to the Administrative Agent (it being understood and agreed that any of the “Big Four” accounting firms are acceptable)) and retained by the Borrower, (v) contained in, or of the type contained in, the Model or (vi) contained in, or of the type contained in, the lender presentation provided to the Administrative Agent prior to the launch of general syndication, (6) Transaction Costs and other transaction fees, costs, accruals and expenses (including rationalization, legal, tax, structuring and other costs and expenses) incurred in connection with any acquisition, investment, dividend, restricted payment, disposition, recapitalization, merger, consolidation or amalgamation, issuance, exchange or repayment of debt or equity, initial public offering, becoming a standalone company or a public company, option buyouts, refinancing transactions, amendments or other modifications of debt instruments, early extinguishment of debt, hedging agreements or other derivative instruments (in each case whether or not such transaction was successfully completed), (7) any increase in expenses (A) due to purchase accounting associated with the Transactions or (B) resulting from the revaluation of inventory (including any impact of changes of inventory valuation policy methods including changes in capitalization of variances) or other inventory adjustments, (8) to the extent not otherwise included in consolidated net income, proceeds of business interruption insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace (whether or not then received so long as the Borrower in good faith expects to receive such proceeds within the next 4 fiscal quarters (it being understood that to the extent such proceeds are not actually received within such fiscal quarters, such proceeds shall be deducted in calculating Consolidated EBITDA for such fiscal quarters)), (9) charges, losses or expenses to the extent indemnified or insured or reimbursed by a third party, (10) letter of credit fees, banker’s acceptance fees and cost of surety bonds, (11) non-controlling or minority interest expense, (12) “earn out” or other contingent obligation expense and adjustments thereof incurred in connection with the Acquisition and/or any other acquisition or investment (including any acquisition or other investment consummated prior to the Closing Date) which is paid or accrued during the applicable period, (13) all charges, losses or expenses attributable to, and payments of, legal settlements, fines, judgments or orders (and costs and expenses incurred in connection therewith), (14) all cash actually received (or any netting arrangements resulting in reduced cash expenditures) during the relevant period and not included in consolidated net income in respect of any non-cash gain deducted in the calculation of Consolidated EBITDA (including any component definition) for any previous period and not added back, (15) accruals and reserves that are established or adjusted within 12 months after the Closing Date as a result of the Transactions (or within 12 months after the closing of any acquisition), (16) fees, expenses and indemnities paid to any Investor or the Sponsors and to directors to the extent permitted to be paid, (17) losses or discounts on sales of receivables and related assets in connection with any receivables, factoring and securitization facilities, (18) charges (including branch operating losses) related to any de novo facility, including any construction, pre-opening and start-up period prior to opening, until such facility has been open and operating for a period of 12 consecutive months, (19) charges in connection with a single or one-time event, (20) the pro forma “run rate” increase to Consolidated EBITDA of new contracts and projects, increased pricing in, or other modifications to, existing contracts and projects, increased volume in existing projects and customer contracts, reduced pricing in supplier arrangements, and other contract and project initiatives that are reasonably identifiable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which steps have been

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taken or are expected to be taken (in the good faith determination of the Borrower) within 36 months after the last day of the applicable period (the “Run Rate Revenue Synergies Addback”) and (21) other customary addbacks and adjustments consistent with the Documentation Principles or as otherwise agreed (with all financial definitions to be consistent with the Documentation Principles).

“Consolidated Interest Expense” means cash interest expense (including that attributable to capital leases), net of cash interest income of the Borrower and its restricted subsidiaries with respect to all outstanding debt of the Borrower and its restricted subsidiaries and net cash costs (less net cash payments) under hedging agreements, but excluding, for the avoidance of doubt, (a) any non-cash interest expense and any capitalized interest, whether paid or accrued, (b) the amortization of original issue discount resulting from the issuance of debt at less than par, (c) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses, (d) any expenses resulting from discounting of debt in connection with the application of recapitalization accounting or purchase accounting, (e) penalties or interest related to taxes and any other amounts of non-cash interest resulting from the effects of acquisition method accounting or pushdown accounting, (f) the accretion or accrual of, or accrued interest on, discounted liabilities (other than debt) during such period, (g) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (h) any one-time cash costs associated with breakage in respect of hedging agreements for interest rates, (i) any payments with respect to make whole premiums or other breakage costs of any debt, (j) all non-recurring interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations, all as calculated on a consolidated basis in accordance with GAAP, (k) expensing of bridge, arrangement, structuring, commitment or other financing fees, (l) annual agency fees paid to any administrative agents, collateral agents and/or trustees with respect to any Indebtedness and (m) rating agency fees.

“First Lien Net Leverage Ratio” means, as of any date, the ratio of (a) (x) Total Net Debt as of the most recently ended Test Period that is secured by a first priority lien on the Collateral less (y) (i) unrestricted cash and cash equivalents and (ii) cash and cash equivalents restricted in favor of the Administrative Agent or any Lender (whether or not held in a pledged account), of the Borrower and its restricted subsidiaries as of the most recently ended Test Period to (b) Consolidated EBITDA for the most recently ended Test Period.

“Secured Net Leverage Ratio” means, as of any date, the ratio of (a) (x) Total Net Debt as of the most recently ended Test Period that is secured by a lien on the Collateral less (y) (i) unrestricted cash and cash equivalents and (ii) cash and cash equivalents restricted in favor of the Administrative Agent or any Lender (whether or not held in a pledged account), of the Borrower and its restricted subsidiaries as of the most recently ended Test Period to (b) Consolidated EBITDA for the most recently ended Test Period.

“Total Net Leverage Ratio” means, as of any date, the ratio of (a) (x) Total Net Debt as of the most recently ended Test Period less (y) (i) unrestricted cash and cash equivalents and (ii) cash and cash equivalents restricted in favor of the Administrative Agent or any Lender (whether or not held in a pledged account), of the Borrower and its restricted subsidiaries as of the most recently ended Test Period to (b) Consolidated EBITDA for the most recently ended Test Period.

“Total Net Debt” means, as of any date, the outstanding principal amount of all third party debt for borrowed money of the Borrower and its restricted subsidiaries determined on a consolidated basis, in each case as reflected on a balance sheet prepared in accordance with GAAP (subject to exceptions consistent with the Documentation Principles). For the avoidance of doubt, for purposes of calculating any net leverage ratio required to be satisfied as a condition to the incurrence of any debt, the proceeds of any debt being incurred in reliance on such ratio shall not be netted (but the Borrower may give pro forma effect to the repayment of any debt to be repaid with such proceeds); provided, that Total Net Debt shall only include Revolving Loans to the extent outstanding on the December 31 immediately preceding such date (or, in the case of a date ended on December 31 of any fiscal year, the Revolving Loans outstanding on such December 31).

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