SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
THIRD AMENDED AND RESTATED UNDERTAKING AGREEMENT Dated as of September 1, 2004 made by CROWN HOLDINGS, INC. as a Parent Undertaking Party, CROWN CORK & SEAL COMPANY, INC. as a Parent Undertaking Party, and CROWN INTERNATIONAL HOLDINGS, INC. as a...Undertaking Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
THIRD AMENDED AND RESTATED UNDERTAKING AGREEMENT dated as of September 1, 2004, made by CROWN HOLDINGS, INC., a Pennsylvania corporation, (“Crown Holdings”), CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”) and CROWN INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“CIH”, and together with Crown Holdings and CCSC, the “Parent Undertaking Parties”, and each, individually, a “Parent Undertaking Party”), in favor of the Purchasers as defined in the Receivables Purchase Agreement and CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Purchasers and the other Owners.
CROWN HOLDINGS, INC. ISSUANCE BY CROWN EUROPEAN HOLDINGS SA OF €350,000,000 6 1/4% First Priority Senior Secured Notes due 2011 Purchase AgreementPurchase Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
Crown Holdings, Inc., a Pennsylvania corporation (“Holdings”), and the indirect parent company of Crown European Holdings SA, a société anonyme organized under the laws of France (the “Company”), proposes that the Company issue and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Citigroup Global Markets Inc. (“Citigroup”) and Lehman Brothers Inc. (the “Representatives”) are acting as representatives, €350,000,000 aggregate principal amount of its 6 1/4% First Priority Senior Secured Notes due 2011 (the “Notes”). The Notes will be issued pursuant to an indenture to be dated as of September 1, 2004 (the “Indenture”) among the Company, Holdings, as guarantor, the other guarantors named in Schedule II hereto (together with Holdings, the “Guarantors” and, together with the Company, the “Issuers”) and Wells Fargo Bank N.A., as trustee (the “Trustee”). The Notes will have the benefit of the guarantees (the “Note Guarantees” and, together with the
FIRST AMENDED AND RESTATED U.S. SECURITY AGREEMENT By CROWN HOLDINGS, INC. CROWN CORK & SEAL COMPANY, INC. CROWN AMERICAS, INC. CROWN INTERNATIONAL HOLDINGS, INC. and THE DOMESTIC SUBSIDIARIES PARTY HERETO, as Grantors and CITICORP NORTH AMERICA,...u.s. Security Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
FIRST AMENDED AND RESTATED U.S. SECURITY AGREEMENT (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, this “Agreement”) dated as of February 26, 2003 and amended and restated as of September 1, 2004 among Crown Holdings, Inc., a Pennsylvania corporation (“Crown Holdings”), Crown Cork & Seal Company, Inc., a Pennsylvania corporation (“CCSC”), CROWN Americas, Inc. (f/k/a Crown Cork & Seal Americas, Inc.), a Pennsylvania corporation (“Crown Usco”), Crown International Holdings, Inc., a Delaware corporation (“Crown International”), each other Domestic Subsidiary of Crown Holdings listed on Schedule I hereto (collectively, together with each Domestic Subsidiary that becomes a party hereto pursuant to Section 7.15 of this Agreement, the “Subsidiary Guarantors” and, together with Crown Holdings, CCSC, Crown Usco and Crown International, the “Grantors”), and Citicorp North America, Inc. (“Citigroup”), as U.S collateral agent (in such capacity and
CROWN EUROPEAN HOLDINGS SA €350,000,000 6 1/4% First Priority Senior Secured Notes due 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
Crown European Holdings SA, a société anonyme organized under the laws of France (the “Company”), proposes, among other things, to issue and sell to the several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom you are acting as representatives, €350,000,000 aggregate principal amount of its 6 1/4% First Priority Senior Secured Notes due 2011 (the “Notes”) upon the terms and conditions set forth in a purchase agreement dated August 11, 2004 (the “Purchase Agreement”) relating to the initial placement of the Notes (the “Initial Placement”). The Company’s obligations under the Notes will be unconditionally guaranteed (the “Guarantees”) by Crown Holdings, Inc., a Pennsylvania corporation (“Crown”), and each of Crown’s subsidiaries named in Schedule II to the Purchase Agreement (collectively, the “Guarantors”). References herein to the “Issuers” refer to the Company and the Guarantors. References herein to the “Securities” refer to the Notes and the Guarant
FIRST AMENDED AND RESTATED U.S. INTERCREDITOR AND COLLATERAL AGENCY AGREEMENTIntercreditor and Collateral Agency Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans
This FIRST AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (as amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, herein called this “Agreement”) is dated as of February 26, 2003 and amended and restated as of September 1, 2004 among (i) CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Term B Dollar Lenders and Revolving Dollar Lenders from time to time party to the Credit Agreement (as defined below), (ii) CITIBANK INTERNATIONAL PLC, as U.K. administrative agent (in such capacity, together with its successors and assigns, the “U.K. Agent” and together with the Administrative Agent, the “Bank Agents”) for the New Term Euro Lenders and the Revolving Euro Lenders from time to time party to the Credit Agreement, (iii) WELLS FARGO BANK, N.A., as trustee (in such capacity, together with its successors and assigns, th
FIRST AMENDED AND RESTATED SHARED PLEDGE AGREEMENT By CROWN HOLDINGS, INC. CROWN CORK & SEAL COMPANY, INC. CROWN AMERICAS, INC. CROWN INTERNATIONAL HOLDINGS, INC. and THE DOMESTIC SUBSIDIARIES PARTY HERETO, as Pledgors and CITICORP NORTH AMERICA,...Shared Pledge Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
FIRST AMENDED AND RESTATED SHARED PLEDGE AGREEMENT (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, this “Agreement”) dated as of February 26, 2003 and amended and restated as of September 1, 2004, among CROWN HOLDINGS, INC., a Pennsylvania corporation (“Crown Holdings”), CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), CROWN AMERICAS, INC. (f/k/a Crown Cork & Seal Americas, Inc.), a Pennsylvania corporation (“Crown Usco”), CROWN INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Crown International”), each other Domestic Subsidiary of Crown Holdings listed on Schedule I hereto (collectively, together with each Domestic Subsidiary that becomes a party hereto pursuant to Section 23 of this Agreement, the “Subsidiary Guarantors” and, together with Crown Holdings, CCSC, Crown Usco and Crown International, the “Pledgors”), and CITICORP NORTH AMERICA, INC. (“Citigroup”), as collateral agent (in such capac
Contractu.s. Guarantee Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
Reference is made to the Credit Agreement dated as of September 1, 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among the U.S. Borrower, CROWN EUROPEAN HOLDINGS S.A., a corporation organized under the laws of France (the “Euro Borrower”), each of the subsidiary borrowers referred to therein (the “Subsidiary Borrowers” and together with the U.S. Borrower and Euro Borrower, the “Borrowers”), CROWN CORK & SEAL COMPANY, INC. (“CCSC”), CROWN HOLDINGS, INC. (“Crown Holdings”) and CROWN INTERNATIONAL HOLDINGS, INC. (“Crown International”), as Parent Guarantors, the financial institutions listed on Schedule 2.01 thereto, as such Schedule may from time to time be supplemented or amended (the “Lenders”); CITICORP NORTH AMERICA, INC. as administrative agent (in such capacity, the “Administrative Agent”) for the Term B Dollar Lenders, the Revolving Dollar Lenders the Revolving LC Lenders and any New Term Loan Dollar Lenders,
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENTReceivables Contribution and Sale Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, dated as of September 1, 2004 (this “First Amendment”) among CROWN CORK & SEAL USA, INC., a Delaware corporation formerly known as Crown Cork & Seal Company (USA), Inc. (“Crown USA”), CROWN RISDON USA, INC., a Delaware corporation formerly known as Risdon-AMS (USA), Inc. (“Risdon”), CROWN ZELLER USA, INC., a Delaware corporation formerly known as Zeller Plastik, Inc. (“Zeller”), and CROWN METAL PACKAGING CANADA LP, a limited partnership organized and existing under the laws of the Province of Ontario, Canada (“Crown (Canada)”, and together with Crown USA, Risdon and Zeller, the “Sellers”, and each a “Seller”), CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION, a Delaware corporation (the “Buyer”), and Crown USA, as the initial Buyer’s Servicer.
CROWN EUROPEAN HOLDINGS SA as Issuer the Guarantors named herein and WELLS FARGO BANK, N.A. as TrusteeIndenture • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
INDENTURE, dated as of September 1, 2004, among Crown European Holdings SA, a French société anonyme, as issuer (the “Company”), the Guarantors (as defined) and Wells Fargo Bank, N.A., as trustee (the “Trustee”).
FIRST AMENDED AND RESTATED GLOBAL PARTICIPATION AND PROCEEDS SHARING AGREEMENTGlobal Participation and Proceeds Sharing Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
This FIRST AMENDED AND RESTATED GLOBAL PARTICIPATION AND PROCEEDS SHARING AGREEMENT (as amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, herein called this “Agreement”) is dated as of February 26, 2003 and amended and restated as of September 1, 2004 among (i) CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for certain lenders from time to time party to the Credit Agreement (as defined below), (ii) CITIBANK INTERNATIONAL PLC, as UK administrative agent (in such capacity, together with its successors and assigns, the “U.K. Agent” and together with the Administrative Agent, the “Bank Agents”) for certain lenders from time to time party to the Credit Agreement, (iii) WELLS FARGO BANK, N.A., as trustee (in such capacity, together with its successors and assigns, the “First Priority Notes Trustee”) for the holders of First Priority Notes (a
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of September 1, 2004 (this “First Amendment”) among CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION, a Delaware corporation (the “Seller”), CROWN CORK & SEAL USA, INC., a Delaware corporation formerly known as Crown Cork & Seal Company (USA), Inc. (“Crown USA”), the banks and other financial institutions listed on the signature pages hereof as the Initial Purchasers (the “Purchasers”) and CITIBANK, N.A., a national banking association, as administrative agent (the “Agent”) for the Purchasers and the other Owners.
CREDIT AGREEMENT Dated as of September 1, 2004 among CROWN AMERICAS, INC. (f/k/a Crown Cork & Seal Americas, Inc.), as the U.S. Borrower, CROWN EUROPEAN HOLDINGS S.A., as the Euro Borrower, THE SUBSIDIARY BORROWERS NAMED HEREIN, CROWN HOLDINGS, INC.,...Credit Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
CREDIT AGREEMENT (this “Agreement”) dated as of September 1, 2004 among CROWN AMERICAS, INC. (f/k/a Crown Cork & Seal Americas, Inc.), a Pennsylvania corporation (the “U.S. Borrower”), CROWN EUROPEAN HOLDINGS S.A., a corporation organized under the laws of France (the “Euro Borrower”), each of the subsidiary borrowers referred to herein (the “Subsidiary Borrowers” and together with the U.S. Borrower and the Euro Borrower, the “Borrowers”), CROWN CORK & SEAL COMPANY, INC. (“CCSC”), CROWN HOLDINGS, INC. (“Crown Holdings”) and CROWN INTERNATIONAL HOLDINGS, INC. (“Crown International”), as Parent Guarantors, the financial institutions listed on Schedule 2.01, as such Schedule may be from time to time supplemented and amended (the “Lenders”), and CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”) for the Term B Dollar Lenders, the Revolving Dollar Lenders, the Revolving LC Lenders and any New Term Loan Dollar Lenders, CITIGROUP GLOBAL MARKET
BANK PLEDGE AGREEMENT By CROWN HOLDINGS, INC. CROWN CORK & SEAL COMPANY, INC. CROWN AMERICAS, INC. CROWN INTERNATIONAL HOLDINGS, INC. and THE DOMESTIC SUBSIDIARIES PARTY HERETO, as Pledgors and CITICORP NORTH AMERICA, INC., as Collateral AgentBank Pledge Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
BANK PLEDGE AGREEMENT (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, this “Agreement”) dated as of September 1, 2004, among CROWN HOLDINGS INC., a Pennsylvania corporation (“Crown Holdings”), CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), CROWN AMERICAS, INC. (f/k/a Crown Cork & Seal Americas, Inc.), a Pennsylvania corporation (“Crown Usco”), CROWN INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Crown International”), each Domestic Subsidiary listed on Schedule I hereto (collectively, together with each Domestic Subsidiary that becomes a party hereto pursuant to Section 23 of this Agreement, the “Subsidiary Guarantors” and, together with Crown Holdings, Crown Usco and CCSC, the “Pledgors”) and CITICORP NORTH AMERICA, INC. (“Citigroup”), as collateral agent (in such capacity, and together with any successors in such capacity, the “Collateral Agent”) for the Secured Parties (as hereinafter defined).
