RECEIVABLES PURCHASE AGREEMENT dated as of March 9, 2010 among CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION, as the Seller, CROWN CORK & SEAL USA, INC., as the initial Servicer, the CONDUIT PURCHASERS, ALTERNATE PURCHASERS and FACILITY AGENTS from...Receivables Purchase Agreement • May 10th, 2010 • Crown Holdings Inc • Metal cans • New York
EXHIBIT A Form of Assignment EXHIBIT B Form of Assignment and Acceptance EXHIBIT C Form of Certificate EXHIBIT D-1 Form of Seller Report EXHIBIT D-2 Form of Weekly Report EXHIBIT D-3 Form of Daily Report EXHIBIT E Form of US/Canadian Lock-Box Agreement EXHIBIT F Form of Consent and Agreement EXHIBIT G List of Closing Documents EXHIBIT H Form of Parent Undertaking EXHIBIT I Form of Notice of Purchase
THIRD AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Dated as of March 9, 2010 Among CROWN CORK & SEAL USA, INC., CROWN METAL PACKAGING CANADA LP as the Sellers, and CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION as the Buyer and CROWN CORK & SEAL...Receivables Sale Agreement • May 10th, 2010 • Crown Holdings Inc • Metal cans • New York
SCHEDULE I Lock-Box Banks and Lock-Box Accounts SCHEDULE II Description of Credit and Collection Policy SCHEDULE III Forms of Invoices SCHEDULE IV Jurisdiction of Organization, Location of Principal Place of Business, Chief Executive Office and Office Where Records are Kept and Organization Identification Number for Each Seller SCHEDULE V Changes in Financial Conditions or Operations SCHEDULE VI Tradenames or other names for Sellers SCHEDULE VII Accounts Receivable Security Arrangements SCHEDULE VIII Permitted Crown (Canada) Servicing Activities
PARENT UNDERTAKING AGREEMENTParent Undertaking Agreement • May 10th, 2010 • Crown Holdings Inc • Metal cans • New York
PARENT UNDERTAKING AGREEMENT (this “Agreement”) dated as of March 9, 2010, 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 and Facility Agents as defined in the Receivables Purchase Agreement and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, New York Branch. (“Rabobank”), as administrative agent (the “Agent”) for the Purchasers and the other Owners.
