CROWN AMERICAS, LLC and CROWN AMERICAS CAPITAL CORP. $600,000,000 7 3/4% Senior Notes due 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2005 • Crown Holdings Inc • Metal cans • New York
Crown Holdings, Inc., a Pennsylvania corporation (“Crown”), and the indirect parent company of Crown Americas, LLC, a Pennsylvania limited liability company (the “Company”) and Crown Americas Capital Corp., a Delaware Corporation (“Crown Americas Capital” and, together with the Company, the “Notes Issuers”), proposes among other things, that the Notes Issuers issue and sell to the several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $600,000,000 aggregate principal amount of their 7 3/4% Senior Notes due 2015 (the “Notes”) upon the terms and conditions set forth in a purchase agreement dated November 8, 2005 (the “Purchase Agreement”) relating to the initial placement of the Notes (the “Initial Placement”). The Notes Issuers’ obligations under the Notes will be unconditionally guaranteed (the “Guarantees”) by Crown and each of Crown’s subsidiaries named in Schedule II to the Purchase Agreem
CROWN AMERICAS, LLC and CROWN AMERICAS CAPITAL CORP. $500,000,000 7 5/8% Senior Notes due 2013 REGISTRATION RIGHTS AGREEMENTCrown Holdings Inc • November 25th, 2005 • Metal cans • New York
Crown Holdings, Inc., a Pennsylvania corporation (“Crown”), and the indirect parent company of Crown Americas, LLC, a Pennsylvania limited liability company (the “Company”), and Crown Americas Capital Corp., a Delaware Corporation (“Crown Americas Capital” and, together with the Company, the “Notes Issuers”), proposes among other things, that the Notes Issuers issue and sell to the several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $500,000,000 aggregate principal amount of their 7 5/8% Senior Notes due 2013 (the “Notes”) upon the terms and conditions set forth in a purchase agreement dated November 8, 2005 (the “Purchase Agreement”) relating to the initial placement of the Notes (the “Initial Placement”). The Notes Issuers’ obligations under the Notes will be unconditionally guaranteed (the “Guarantees”) by Crown and each of Crown’s subsidiaries named in Schedule II to the Purchase Agree
410,000,000 Dollar Revolving Facility $350,000,000 Euro Revolving Facility $40,000,000 Canadian Revolving Facility $165,000,000 Dollar Term Facility €286,500,000 Euro Term FacilityCredit Agreement • November 25th, 2005 • Crown Holdings Inc • Metal cans • New York
THIS CREDIT AGREEMENT is dated as of November 18, 2005 and is made by and among CROWN AMERICAS LLC, a Pennsylvania limited liability company, (“U.S. Borrower”), CROWN EUROPEAN HOLDINGS S.A., a corporation organized under the laws of France (“European Borrower”), each of the Subsidiary Borrowers from time to time party hereto, CROWN METAL PACKAGING CANADA LP, a limited partnership organized under the laws of the Province of Ontario, Canada (“Canadian Borrower” and together with U.S. Borrower, European Borrower and the Subsidiary Borrowers, “Borrowers”), CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), CROWN HOLDINGS, INC. a Pennsylvania corporation (“Crown Holdings”) and CROWN INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Crown International”) as Parent Guarantors, the undersigned financial institutions, including DEUTSCHE BANK AG NEW YORK BRANCH, in their capacities as lenders hereunder (collectively, the “Lenders,” and each individually, a “Lender”), THE
CROWN AMERICAS LLC and CROWN AMERICAS CAPITAL CORP. as Issuers the Guarantors named herein and Citibank, N.A. as TrusteeCrown Holdings Inc • November 25th, 2005 • Metal cans • New York
INDENTURE, dated as of November 18, 2005, among Crown Americas LLC, a Pennsylvania limited liability company (“Crown Americas”) and Crown Americas Capital Corp., a Delaware corporation (“Capital Corp.,” and, together with Crown Americas, the “Issuers”), the Guarantors (as defined) and Citibank, N.A., as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED EURO INTERCREDITOR AND COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • November 25th, 2005 • Crown Holdings Inc • Metal cans • New York
This SECOND 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, amended and restated as of September 1, 2004 and further amended and restated as of November 18, 2005 among (i) DEUTSCHE BANK AG NEW YORK BRANCH, as U.K. administrative agent (as successor to Citibank International PLC, as U.K. administrative agent under the 2004 Credit Agreement) (in such capacity, together with its successors and assigns, “U.K. Administrative Agent” or “Bank Agent”) for the Euro Revolving Lenders, Term B Euro Lenders and any other Lenders that from time to time make Additional Term Loans to any Non-U.S. Subsidiary of Crown Cork & Seal Company, Inc. (“CCSC”) from time to time party to the Credit Agreement (as defined below), (ii) THE BANK OF NOVA SCOTIA, as Canadian administrative agent for the Canadian Revolving Len
SUPPLEMENTAL INDENTURE Dated as of November 18, 2005 to Indenture Dated as of February 26, 2003 Among CROWN EUROPEAN HOLDINGS SA, as Issuer, the GUARANTORS named therein and WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor by consolidation to...Supplemental Indenture • November 25th, 2005 • Crown Holdings Inc • Metal cans • New York
This SUPPLEMENTAL INDENTURE dated as of November 18, 2005 (“Supplemental Indenture”), is among Crown European Holdings SA, a French société anonyme (the “Company”), the guarantors identified on the signature pages hereto (the “Guarantors”) and Wells Fargo Bank Minnesota, National Association, as trustee under the indenture referred to herein (the “Trustee”).
SECOND AMENDED AND RESTATED U.S. SECURITY AGREEMENT By CROWN HOLDINGS, INC., CROWN CORK & SEAL COMPANY, INC., CROWN AMERICAS LLC, CROWN INTERNATIONAL HOLDINGS, INC. and THE U.S. SUBSIDIARIES PARTY HERETO, as Grantors and DEUTSCHE BANK AG NEW YORK...Security Agreement • November 25th, 2005 • Crown Holdings Inc • Metal cans • New York
SECOND 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 and further amended and restated as of November 18, 2005 among Crown Holdings, Inc., a Pennsylvania corporation (“Crown Holdings”), Crown Cork & Seal Company, Inc., a Pennsylvania corporation (“CCSC”), CROWN Americas LLC (f/k/a Crown Americas, Inc. and Crown Cork & Seal Americas, Inc.), a Pennsylvania limited liability company (“Crown Usco”), Crown International Holdings, Inc., a Delaware corporation (“Crown International”), each other U.S. Subsidiary of Crown Holdings listed on Schedule I hereto (collectively, together with each U.S. 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 De
CROWN AMERICAS LLC and CROWN AMERICAS CAPITAL CORP. as Issuers the Guarantors named herein and Citibank, N.A. as TrusteeCrown Holdings Inc • November 25th, 2005 • Metal cans • New York
INDENTURE, dated as of November 18, 2005, among Crown Americas LLC, a Pennsylvania limited liability company (“Crown Americas”) and Crown Americas Capital Corp., a Delaware corporation (“Capital Corp.,” and, together with Crown Americas, the “Issuers”), the Guarantors (as defined) and Citibank, N.A., as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED SHARED PLEDGE AGREEMENT By CROWN HOLDINGS, INC., CROWN CORK & SEAL COMPANY, INC., CROWN AMERICAS LLC, CROWN INTERNATIONAL HOLDINGS, INC. and THE U.S. SUBSIDIARIES PARTY HERETO, as Pledgors and DEUTSCHE BANK AG NEW YORK...Shared Pledge Agreement • November 25th, 2005 • Crown Holdings Inc • Metal cans • New York
SECOND 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, and further amended and restated as of November 18, 2005, among CROWN HOLDINGS, INC., a Pennsylvania corporation (“Crown Holdings”), CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), CROWN AMERICAS LLC (f/k/a Crown Cork & Seal Americas, Inc. and Crown Americas, Inc.), a Pennsylvania limited liability company (“Crown Usco”), CROWN INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Crown International”), each other U.S. Subsidiary of Crown Holdings listed on Schedule I hereto (collectively, together with each U.S. 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 “Pledgo
ContractGuarantee Agreement • November 25th, 2005 • Crown Holdings Inc • Metal cans • New York
Reference is made to the Credit Agreement dated as of November 18, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among U.S. Borrower, CROWN EUROPEAN HOLDINGS S.A., a corporation organized under the laws of France (“European Borrower”), CROWN METAL PACKAGING CANADA LP, a limited partnership organized under the laws of the Province of Ontario, Canada (“Canadian Borrower”), each of the subsidiary borrowers referred to therein (the “Subsidiary Borrowers” and together with U.S. Borrower, Canadian Borrower and European Borrower, the “Borrowers”), CROWN HOLDINGS, INC. (“Crown Holdings”), CROWN INTERNATIONAL HOLDINGS, INC. (“Crown International”) and CROWN CORK & SEAL COMPANY, INC. (“CCSC”), as Parent Guarantors, the financial institutions listed on Schedule 1.1 thereto, as such Schedule may from time to time be supplemented or amended (the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Term
SECOND AMENDED AND RESTATED U.S. INTERCREDITOR AND COLLATERAL AGENCY AGREEMENTIntercreditor and Collateral Agency Agreement • November 25th, 2005 • Crown Holdings Inc • Metal cans
This SECOND 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, amended and restated as of September 1, 2004 and further amended and restated as of November 18, 2005 among (i) DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (as successor to Citicorp North America, Inc., as administrative agent under the 2004 Credit Agreement (as defined below)) (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Term B Dollar Lenders, Dollar Revolving Lenders from time to time party to the Credit Agreement (as defined below) and any other Term Lenders that from time to time advance Term Loans to CCSC (as defined below) or any U.S. Subsidiary of CCSC, (ii) DEUTSCHE BANK AG NEW YORK BRANCH, as U.K. administrative agent (as successor to Citibank International PLC
SECOND AMENDED AND RESTATED GLOBAL PARTICIPATION AND PROCEEDS SHARING AGREEMENTProceeds Sharing Agreement • November 25th, 2005 • Crown Holdings Inc • Metal cans • New York
This SECOND 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 and further amended and restated as of November 18, 2005 among (i) DEUTSCHE BANK AG NEW YORK BRANCH, 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) DEUTSCHE BANK AG NEW YORK BRANCH, 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) THE BANK OF NOVA SCOTIA, as Canadian administrative agent (in such capacity, together with its successors
INTERCREDITOR AGREEMENT Dated as of November 18, 2005 Among CITIBANK, N.A., as Program Agent CROWN HOLDINGS, INC. CROWN INTERNATIONAL HOLDINGS, INC. CROWN CORK & SEAL COMPANY, INC. CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION CROWN CORK & SEAL USA,...Intercreditor Agreement • November 25th, 2005 • Crown Holdings Inc • Metal cans • New York
INTERCREDITOR AGREEMENT dated as of November 18, 2005, by and among CITIBANK, N.A., a national banking association, as agent (together with its successors and assigns, the “Program Agent”) for the banks and other financial institutions (the “Purchasers”) from time to time party to the Receivables Purchase Agreement (as hereinafter defined), 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”), 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”), CROWN RISDON USA, INC., a Delaware corporation formerly known as Risdon-AMS (USA), Inc. (“Risdon”), CROWN
BANK PLEDGE AGREEMENT By CROWN HOLDINGS, INC., CROWN CORK & SEAL COMPANY, INC., CROWN AMERICAS LLC, CROWN INTERNATIONAL HOLDINGS, INC., and THE U.S. SUBSIDIARIES PARTY HERETO, as Pledgors and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent Dated...Bank Pledge Agreement • November 25th, 2005 • 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 November 18, 2005, among CROWN HOLDINGS, INC., a Pennsylvania corporation (“Crown Holdings”), CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), CROWN AMERICAS LLC (f/k/a Crown Americas, Inc. and Crown Cork & Seal Americas, Inc.), a Pennsylvania limited liability company (“Crown Usco”), CROWN INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Crown International”), each U.S. Subsidiary listed on Schedule I hereto (collectively, together with each U.S. 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 DEUTSCHE BANK AG NEW YORK BRANCH (“DB”), as collateral agent (in such capacity, and together with any successors in such capacity, the “Collateral Agent”) for the Secured Parties (as he
EURO BANK PLEDGE AGREEMENT By CROWN CORK & SEAL COMPANY, INC., CROWN AMERICAS LLC, CROWN INTERNATIONAL HOLDINGS, INC. and THE U.S. SUBSIDIARIES PARTY HERETO, as Pledgors and DEUTSCHE BANK AG NEW YORK BRANCH, as Euro Collateral Agent Dated as of...Bank Pledge Agreement • November 25th, 2005 • Crown Holdings Inc • Metal cans • New York
EURO BANK PLEDGE AGREEMENT (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, this “Agreement”) dated as of November 18, 2005, among CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation ( “CCSC”), CROWN AMERICAS LLC (f/k/a Crown Americas, Inc. and Crown Cork & Seal Americas, Inc.), a Pennsylvania limited liability company (“Crown Usco”), CROWN INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Crown International”), each U.S. Subsidiary listed on Schedule I hereto (collectively, together with each U.S. Subsidiary that becomes a party hereto pursuant to Section 23 of this Agreement, the “Subsidiary Guarantors” and, together with CCSC, Crown Usco and Crown International, the “Pledgors”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Euro Collateral Agent (in such capacity, and together with any successors in such capacity, the “Euro Collateral Agent”) for the Secured Parties (as hereinafter defined).
SECOND AMENDED AND RESTATED CEH PLEDGE AGREEMENT By CROWN EUROPEAN HOLDINGS S.A., as Pledgor and DEUTSCHE BANK AG NEW YORK BRANCH, as Euro Collateral Agent Dated as of November 18, 2005Ceh Pledge Agreement • November 25th, 2005 • Crown Holdings Inc • Metal cans • New York
SECOND AMENDED AND RESTATED CEH PLEDGE AGREEMENT (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, this “Agreement”) dated as of February 26, 2003 and as amended and restated as of September 1, 2004, and as further amended and restated as of November 18, 2005, among CROWN EUROPEAN HOLDINGS S.A., a société anonyme organized under the laws of France (“Pledgor”), and DEUTSCHE BANK AG NEW YORK BRANCH, as Euro Collateral Agent (in such capacity, and together with any successors in such capacity, the “Euro Collateral Agent”) for the Secured Parties (as hereinafter defined).
